The presentations explains the role of company secretaries in implementing compliance management system in an organisation and the opportunities available to them like corporate governance, collaborative commerce and increasing role of information technology.

1. Exploring Opportunities FEB 2009 Pavan Kumar Vijay, Past President, ICSI, Managing Director

3. Who We Are? “Professional” “Company Law Secretary” “Company Secretary”

4. Whether Individual Branding of Company Secretary is ?

6. Whether this Degree is sufficient?

8. DIR A DIR B DIR C DIR D DIR E INVESTORS CUSTOMERS GOVERNMENT AND REGULATORS SUPPLIERS SOCIETY LENDERS BOARD OF DIRECTORS COMPANY POLICIES EXTERNAL STAKEHOLDERS DEPARTMENTS IN A COMPANY CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY OPERATIONAL PLANNING AND EXECUTION Who is Company Secretary

9. Every Company Needs a Person to Coordinate between various departments and all stakeholders, Ensure compliance of all applicable laws and Develop mutual trust between various stakeholders The person must have adequate knowledge of Management and Law Who is Company Secretary

10. DIR A DIR B DIR C DIR D DIR E INVESTORS CUSTOMERS GOVERNMENT AND REGULATORS SUPPLIERS SOCIETY LENDERS BOARD OF DIRECTORS CS is the Principal Officer of the Company COMPANY POLICIES COMPANY SECRETARY EXTERNAL STAKEHOLDERS DEPARTMENTS IN A COMPANY CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY OPERATIONAL PLANNING AND EXECUTION Who is Company Secretary

11. Company Secretary in Employment The Company Secretary, a professional bound by the Code of Conduct,aligns various management functions with company policies, ensures compliance of all applicable laws and endeavors to develop mutual trust between various stakeholders leading to good corporate governance and sustainable growth of the company. Who is Company Secretary

12. SUSTAINABLE GROWTH Company Secretary in Employment Ethics and Mutual Trust Regulatory Compliances Management Functions COMPANY SECRETARY navigates the CORPORATE GROWTH with GOOD GOVERNANCE Company Policies Who is Company Secretary

13. Company Secretary in Practice The Company Secretary in Practice is an independent professional, bound by the Code of Conduct, rendering audit, advisory and representation services in relation to management, law and corporate governance processes and practices. Who is Company Secretary

14. Company Secretary is a Special Kind of Generalist who contributes significantly in all departments of the Company Who is Company Secretary

15. Knowledge of both Management and Law becomes his USP and Core Competence Who is Company Secretary

16. Whether Degree of Company Secretaryaloneis Sufficient? Who is Company Secretary

17. Who is Company Secretary

18. Second Item Segment wise role of Company Secretary

19. Specialization of Company Secretaries vary from Segment to Segment Segment wise role of Company Secretary

20. CORPORATE GOVERNANCE AUDIT ADVISORY REPRESENTATION COMPLIANCES DOCUMENTATION DUE DILIGENCE Different Services Segment wise role of Company Secretary

21. Different Knowledge Areas IPR & GENERAL BUSINESS LAWS STRATEGIC MANAGEMENT CORPORATE AND SECURITIES LAWS INTERNATIONAL TRADE LAW FINANCE, ACCOUNTs AND TAXATION ENVIRONMENT LAWS IT AND CYBER LAWS HRD AND INDUSTRIAL LAWS Segment wise role of Company Secretary

22. Different Corporate Structures Semi-government Organisation Listed Public Companies Municipal Boards Unlisted Public Companies Private Limited Companies Coop Societies And Producer Companies Public Sector Undertakings Trusts And NGOs Unexplored Organisations Segment wise role of Company Secretary

23. Different Industries Tourism And Hotel Capital Market And Its Intermediaries Financial Services Textiles Banking And NBFC IT Enabled Services And BPO Drugs, Pharma And Healthcare IT Solutions Capital Goods Infrastructure, Power And Telecom Agriculture And Food Processing Media And Entertainment Engineering and Construction FMCG Segment wise role of Company Secretary

24. Different Scales of Operations LARGE SCALE MEDIUM SCALE SMALL SCALE Segment wise role of Company Secretary

25. Different Geographies Global Operations Indian Operations Segment wise role of Company Secretary

26. Time Has Come to Go Global Segment wise role of Company Secretary

27. Globalization of trade in goods and services will increase demand in foreign countries Segment wise role of Company Secretary

28. International Opportunities Corporate Governance Advisory and Compliances in Multinational Regulatory Environment Investment Advisory Intellectual Property Rights Commercial Arbitration and ADR Cross Border Restructuring LPO and KPO International Taxation Transfer Pricing Segment wise role of Company Secretary

29. Third Item Impact of Information Technology

30. The IT Revolution How IT can change the Professionals Life Impact of Information Technology

31. The IT Revolution A thought few years back…. which has become a reality now!!! Impact of Information Technology

32. The IT Revolution PEN PC Impact of Information Technology

33. The IT Revolution PEN PC Impact of Information Technology

34. The IT Revolution PEN PC Impact of Information Technology

35. The IT Revolution Virtual Keyboard Impact of Information Technology

36. The IT Revolution Virtual Keyboard Impact of Information Technology

37. The IT Revolution Virtual Keyboard Impact of Information Technology

38. Strategy Planning Routine Compliance How much time we are devoting for

39. 20% Problem Solving Strategy Management Research 80% Coordination Representation Registers Notices Returns Agenda Checklists Minutes Challenges for Company Secretaries An Ordinary Company Secretary I Don't Have Time Impact of Information Technology

40. Use Tools available On Takeover Code Impact of Information Technology

41. Use Tools Available On Corporate Compliance Management Impact of Information Technology

42. Use Tools available On Incorporation Impact of Information Technology

43. Use Tools available On Due Diligence Impact of Information Technology

44. 80% Problem Solving Strategy Management Research 20% MIS Representation Registers Notices Returns Agenda Checklists Minutes IT is a Powerful Tool for Company Secretaries IT Enabled Company Secretary Give Me More Work Impact of Information Technology

45. IT is a Powerful Tool for Company Secretaries IT Enabled CS Does A Lot and Keeps Everyone Happy CORPORATE PLANNING LEGAL FINANCE & ACCOUNTS INVESTORS HUMAN RESOURCES EMPLOYEES PRODUCTION & OPERATIONS LENDERS MARKETING SUPPLIERS GOVERNMENT SOCIETY CUSTOMERS INFORMATION TECHNOLOGY Impact of Information Technology

46. Fourth Item C-Commerce

47. Teams win Matches C-Commerce

48. Be it Sports or Practising Firms C-Commerce

49. Global Success Call for Synergy of Brand Knowledge Capital Infrastructure Let Collaboration be Buzz Word for Us C-Commerce

50. Corporate Laws Economic Laws Taxation Laws WTO & IPR International Trade Law IT & BPO Management Consulting Finance and Accounting Brand Synergy Quality of Service Growing Revenues Knowledge Synergy Single Window Interface Growing Customers Infrastructure Synergy Global Presence Capital Synergy Growing Nations Commerce CS + CA + CWA + MBA + LLB Collaborative Commerce C-Commerce

51. Advantages of Mega Firms Risk Minimisation Wider Area of Expertise Wider Geographic Reach Firm’s Strength – Enhancing Brand Equity Active Networking and Public Relations Infrastructure Sharing Overhead Sharing Close Self Help Group Best Practices/ Expertise in Firm Management C-Commerce

52. Fifth Item Success Mantra for Company Secretaries

53. A New Story of the Rabbit and Tortoise Mantra for Company Secretaries

54. Part I Mantra for Company Secretaries

55. Once upon a time a rabbit and a tortoise had an argument about who was faster. They decided to settle the argument with a race. They agreed on a route and started off the race. Mantra for Company Secretaries

56. The Rabbit shot ahead and ran fast for some time. Then seeing that he was far ahead of the tortoise, he thought he'd sit under a tree for some time and relax before continuing the race. He sat under the tree and soon fell asleep. Mantra for Company Secretaries

57. The tortoise plodding on overtook him and soon finished the race, emerging as the undisputed champ. Mantra for Company Secretaries

58. The Rabbit woke up and realized that he'd lost the race. The moral of the story is that “Slow and Steady wins the Race” Mantra for Company Secretaries

59. This is the version of the story that we've all grown up with. But then recently, someone told me a more interesting version of this story. It continues…………. Mantra for Company Secretaries

60. Part II Mantra for Company Secretaries

61. The Rabbit was disappointed at losing the race and he did some Defect Prevention (Root Cause Analysis). He realized that he'd lost the race only because he had been overconfident, careless and negligent. Mantra for Company Secretaries

62. If he had not taken things for granted, there's no way the tortoise could have beaten him. So he challenged the tortoise to another race. The tortoise agreed. Mantra for Company Secretaries

63. This time, the rabbit went all out and ran without stopping from start to finish. He won by several miles. Mantra for Company Secretaries

64. The moral of the story？ Fast and consistent will always beat the slow and steady. Mantra for Company Secretaries

65. But the story doesn't end here…….. Mantra for Company Secretaries

66. Part III Mantra for Company Secretaries

67. The tortoise did some thinking this time, and realised that there's no way he can beat the rabbit in a race the way it was currently formatted. Mantra for Company Secretaries

68. He thought for a while, and then challenged the rabbit to another race, but on a slightly different route. Mantra for Company Secretaries

69. The rabbit agreed. They started off. In keeping with his self-made commitment to be consistently fast, the rabbit took off and ran at top speed until he came to a broad river. Mantra for Company Secretaries

70. The finishing line was a couple of kilometers on the other side of the river. Mantra for Company Secretaries

71. The rabbit sat there wondering what to do. In the meantime the tortoise trundled along, got into the river, swam to the opposite bank, continued walking and finished the race. Mantra for Company Secretaries

72. The moral of the story? First identify your core competency and then change the playing field to suit your core competency. Mantra for Company Secretaries

73. The story still hasn't ended. Mantra for Company Secretaries

74. Part IV Mantra for Company Secretaries

75. The rabbit and the tortoise, by this time, had become pretty good friends and they did some thinking together. Both realised that the last race could have been run much better. Mantra for Company Secretaries

76. So they decided to do the last race again, but to run as a team this time. Mantra for Company Secretaries

77. They started off, and this time the rabbit carried the tortoise till the riverbank. There, the tortoise took over and swam across with the rabbit on his back. Mantra for Company Secretaries

78. On the opposite bank, the rabbit again carried the tortoise and they reached the finishing line together. They both felt a greater sense of satisfaction than they'd felt earlier. Mantra for Company Secretaries

80. You'll always perform below par because there will always be situations at which you'll do poorly and someone else does well.Mantra for Company Secretaries

81. Teamwork is mainly about Situational Leadership, letting the person with the relevant core competency for a situation take leadership. Mantra for Company Secretaries

82. There are more lessons to be learnt from this story. Mantra for Company Secretaries

83. Note that neither the rabbit nor the tortoise gave up after failures. The rabbit decided to work harder and put in more effort after his failure. Mantra for Company Secretaries

84. The tortoise changed his strategy because he was already working as hard as he could. In life, when faced with failure, sometimes it is appropriate to work harder and put in more effort. Mantra for Company Secretaries

85. Sometimes it is appropriate to change strategy and try something different. And sometimes it is appropriate to do both. Mantra for Company Secretaries

86. The rabbit and the tortoise also learnt another vital lesson. When we stop competing against a rival and instead start competing against the situation, we perform far better. Mantra for Company Secretaries

87. Story on “Situational Leadership” Mantra for Company Secretaries

88. When Roberto Goizueta took over as CEO of Coca-Cola in the 1980s, he was faced with intense competition from Pepsi that was eating into Coke's growth. Mantra for Company Secretaries

89. His executives were Pepsi-focused and intent on increasing market share 0.1 per cent a time. Mantra for Company Secretaries

90. Goizueta decided to stop competing against Pepsi and instead compete against the situation of 0.1 per cent growth. Mantra for Company Secretaries

91. He asked his executives what was the average fluid intake of an American per day? The answer was 14 ounces. What was Coke's share of that? Two ounces. Goizueta said Coke needed a larger share of that market. Mantra for Company Secretaries

92. The competition wasn't Pepsi. It was the water, tea, coffee, milk and fruit juices that went into the remaining 12 ounces. The public should reach for a Coke whenever they felt like drinking something. Mantra for Company Secretaries

93. To this end, Coke put up vending machines at every street corner. Sales took a quantum jump and Pepsi has never quite caught up since. Mantra for Company Secretaries

94. To sum up, the story of the Rabbit and Tortoise teaches us many things. Important lessons are: That fast and consistent will always beat slow and steady; work to your competencies; pooling resources and working as a team will always beat individual performers; never give up when faced with failure; and finally, compete against the situation. Not against a rival. Opportunities Are Unlimited

95. Everyone has a DREAM And Everyone wants to ACHIEVE it How?

96. To teach you the some of the lessons from the treasure called life Let me share a story with you on ACHIEVING YOUR DREAMS… Mantra for Company Secretaries

97. The story about the tiny frogs.... Mantra for Company Secretaries

98. There once was a bunch of tiny frogs... ... who arranged a running competition. The goal was to reach the top of a very high tower. Mantra for Company Secretaries

99. A big crowd had gathered around the tower to see the race and cheer on the contestants... The race began... Mantra for Company Secretaries

100. Honestly: No one in crowd really believed that the tiny frogs would reach the top of the tower. You heard statements such as: "Oh, WAY too difficult!! They will NEVER make it to the top." or: "Not a chance that they will succeed. The tower is too high!" Mantra for Company Secretaries

101. The tiny frogs began collapsing. One by one... Mantra for Company Secretaries

102. ... Except for those who in a fresh tempo were climbing higher and higher... Mantra for Company Secretaries

103. The crowd continued to yell "It is too difficult!!! No one will make it!" Mantra for Company Secretaries

104. More tiny frogs got tired and gave up... ...But ONE continued higher and higher and higher... Mantra for Company Secretaries

105. This one wouldn't give up! Mantra for Company Secretaries

106. At the end everyone else had given up climbing the tower. Except for the one tiny frog who after a big effort was the only one who reached the top! THEN all of the other tiny frogs naturally wanted to know how this one frog managed to do it? Mantra for Company Secretaries

107. contestant asked the tiny frog how the one who succeeded had found the strength to reach the goal? It turned out... Mantra for Company Secretaries

108. That the winner was DEAF!!!! Mantra for Company Secretaries

109. It turned out... That the winner was DEAF!!!! The wisdom of this story is: Never listen to other people's tendencies to be negative or pessimistic... ...cause they take your most wonderful dreams and wishes away from you.... The ones you have in your heart! Mantra for Company Secretaries

110. Always think of the power words have. Because everything you hear and read will affect your actions! Therefore: ALWAYS be... POSITIVE! Mantra for Company Secretaries

111. And above all: Be DEAF when people tell YOU that YOU can not fulfil YOUR dreams! Always think: I CAN DO THIS! Mantra for Company Secretaries

112. Sixth Item Opportunities are Unlimited

113. Leaders Create Opportunities and keep growing higher and higher… Opportunities Are Unlimited

114. Incompetents wait for Opportunities and they keep on waiting… Opportunities Are Unlimited

115. Its just a matter of Creativity, ConfidenceandCommunication Opportunities Are Unlimited

116. …and also Perception and Positive Thinking Opportunities Are Unlimited

117. Now……. you will become “ACS” Opportunities Are Unlimited

118. We should understand the Role ofBoth “ICSI & You” Opportunities Are Unlimited

119. Finally Profession is like a Car Race Opportunities Are Unlimited

120. ICSIhelps You Design the Car Opportunities Are Unlimited

121. ICSIguides you The Road Ahead Opportunities Are Unlimited

122. ICSI teaches you How to Drive the Car Opportunities Are Unlimited

123. ICSI makes rules for Safe Driving Opportunities Are Unlimited

124. ICSIgives you License to Drive Opportunities Are Unlimited

125. Its YOU who have to actually drive the car safely and win the race Opportunities Are Unlimited

126. Thank You