Company Secretaries play an important role in India's growing capital markets. They serve as strategic advisors to listed companies, intermediaries like merchant bankers, and help guide companies through important processes like IPOs, mergers and acquisitions. As regulations have increased, the role of Company Secretaries has expanded, with opportunities in employment with companies and intermediaries or in private practice providing compliance and advisory services. The capital markets have grown significantly over time and Company Secretaries are well positioned to support further development and help companies and investors navigate an increasingly complex regulatory landscape.

1. ‘Company Secretary’
The Professional
Facilitator in
Capital Market

2. Contents:
Capital Market: Strength of Economy
Capital Market: An Insight to Past, Present and
Future
Company Secretary: The Game Changer
Company Secretary: A Powerful Catalyst in Capital
Market
A
B
C
D

3. PART A:
Capital Market-Strength of
Economy

4. Capital Market: An Institutional setup
CAPITAL
MARKET
Issuers
Investors Intermediaries
Regulators
• FIIs
• High Net-worth
Individuals
• Retail Investor
• Banks & Financial
Institutions
• Corporate Entities
• SEBI
• RBI
• MCA
• Listed Companies
• Unlisted Companies
• Body Corporates
• Government
• Statutory
bodies/Authorities
Stock Exchanges Merchant Bankers
Stock Brokers/Sub
Brokers
FII/FPIs/Portfolio
Managers
RTA/Custodian Credit Rating Agency
Investment Adviser Research Analysts
Debenture Trustee AIFs/REITs/InvITs

5. Capital Market: Participants & Intermediaries
44850 Brokers &
Sub-brokers
856 DPs
184 Merchant
Bankers
209 AIFs
737
Research
Analysts &
Investment
Advisers
65 RTAs
212 Portfolio
Managers
23 Debenture
Trustee
59
Banker to
issue
59
Banker to
issue
19
Custodian
5835 Listed
Companies
Source:
1. www.sebi.gov.in
2. http://data.worldbank.org/indicator/CM.MKT.LDOM.NO

6. Capital Market: Functions & Significance
Capital
formation
Allocation of
capital
Allocation of
risk
Proper
channelization of
funds/savings
Facilitates in
policy making
Boosts Foreign
capital
Promotes
industrial
growth
Easy liquidity
CAPITAL MARKET - A
SIGNIFICANT PART OF
FINANCIAL SYSTEM

7. PART B:
Capital Market - An Insight to Past,
Present and Future

8. Less Stringent
Regulations
Intermed-
Iaries :
Lesser
Respons-
ibilities
Lesser Listed
Companies
More
Suspended
Companies
Several
Stock
Exchanges
Scattered &
Undeveloped
Market

9. Intermediaries:
Established &
With Greater
Responsibilities
Stricter
Regulations
More IPOs/ FPOs/
Right Issues
Independent &
Hitech
Stock
Exchanges
Developing
Markets
More Listed
Compliant
Companies
More
Corporate
Restructurings
SEBI+FMC
Merged

10. 1998-1999
Maximum Index Level : 4280.96
January 2015
Maximum Index Level: 29681.77
Capital Market: The Growing Space
Indian Capital Market has seen a remarkable growth rate of 600% as
evident from above data. Still have enormous potential of growth.

11. Capital Market: The Future Ahead!
5
6
More Stringent
Regulations
&
Intermediaries
much more
responsible
International
Listings
More ADRs/
GDRs/ FCCBs
Global
Restructurings
Developed
Market
&
Enhanced
Globalization &
liberalization
2
1
34
More Hybrid
Securities and
Funds

12. Indian market Vs. USA market
INDIAN CAPITAL
MARKET
USA
CAPITAL MARKET
• Established in 1875BSE
• $ 506 Billion
• Rank-15thMarket-Cap
• 1.2% of total population
people investing in
Indian Capital Markets
• Increasing participation;
enormous potential of
growth
Participation
• Established in year 1792NYSE
• $ 15517 Billion
• Rank-1stM-cap
• Nearly 50% but latest
figures suggest it is
dropping
Participation
Source:
Comparative Analysis of Indian Stock Market with International Markets, by Debjiban
Mukherjee, T. A. Pai Management Institute, Manipal, India.

13. Capital Market: Regulatory Framework
Rules &
Byelaws of
Stock
Exchanges
Securities
Contract &
Regulation Act
SEBI
Act,
Rules &
Regulat
ions
Other
Laws
Depositories
Act
Listing Agreement
SEBI Regulations

14. Capital Market: Regulatory Framework…Contd
INTERMEDIARIES
• Intermediaries Regulations
• Stock Brokers & Sub-brokers
Regulations
• Merchant Bankers Regulations
• Credit Rating Agencies
Regulations
• Depositories & Participants
Regulations
• Custodian of Securities
Regulations
• Research Analysts and
Investment Advisers Regulations
• Debenture Trustees Regulations
• RTA Regulations
• Portfolio Managers Regulations
• Foreign Portfolio Investor
Regulations
• KYC Regulations
• AIF/REITs/InviTs Regulations
COMPANIES
• SAST Regulations
• ICDR
• Buy-back of securities
Regulations
• Prohibition of Insider Trading
Regulations
• Delisting of Equity Shares
Regulations
• Investor Protection &
Education Fund Regulations
• Issue & Listing of Debt
Securities Regulations
• Prohibition of Fraudulent &
UTP relating to Securities
Market Regulations
• DIP Guidelines

15. PART C:
Company Secretary - The Game
Changer

16. Who is Company Secretary?
Expert
Strategic
Planner
Manager of
Commerce &
Compliances
Effective
interface of
Company
Representative
Independent
Professional
A Company Secretary is an expert strategic planner who is the face of the
Management and serves as a link between the Board of Directors and the
stakeholders.

17. Skills of a Company Secretary
Knowledge
of Capital
market &
other Laws
Knowledge of
Finance
(Project
Financier)
Familiar to
commerce
and trade
practices
Effective
communicat
-ion skills
Entrepreneu
-rship skills
Leadership
skills

18. Company Secretary interacts with…
Media
Investors
Suppliers
Lenders
Customers
Board
Departments
Government
Regulators
Advisors
Society
Other Forums
Company
Secretary

19. Company Secretary in Employment
COMPANY
SECRETARY

20. Company Secretary in Practice
Renders Audit,
Advisory,
Representation
ServicesIndependent
Professional
Bound by
Code of
Conduct
Renders Audit,
Advisory,
Representation
Services
In relation to
management,
law &
Corporate
Governance
processes &
Practices

21. PART D:
‘Company Secretary’
A Powerful Catalyst in Capital Market

22. CS BEST
SUITED
FOR
SERVICES
RELATED TO
CAPITAL
MARKET
WHY
HOW??

23. Company
• Listed Companies
• Unlisted Company
intending to be
listed
• Companies who
intends to acquire a
listed Company
Intermedi-
aries
• Merchant Bankers
• RTAs
• Brokers
• Depositories etc.
• FIIs and etc.
Others
• Advisors
• Stock Exchanges
Opportunities for CS in Employment

24. Role in a Listed Company
Key-point between
Company &
Stakeholders
Strategic
Planner
Face of
Management
COMPANY SECRETARY
navigates the
CORPORATE GROWTH
with
GOOD GOVERNANCE
Event
Manager
Vigilance
Officer
Knowledge of
Various Securities
Laws

25. CS: As Strategic Planner
Corporate
Planning
• Mergers/ Takeovers
• FPO Management
• Foreign Issue
Management (ADR/
GDR)
• Listing on Foreign
Exchange
• ESOPs & ESOS
• Right Issue
• Preferential Issue
• Buy-Back
• Delisting
Vigilance
• Prohibition of UTP
• Inspection &
Investigation
• SEBI (SAST)
Regulations
• Insider Trading
• Due Diligence
• Legal vetting of
agreements of the
Company
Representations
• SEBI for consent
orders
• Securities Appellate
Tribunal (SAT)
• Company Law
Board
Routine
Compliances
• Companies Act
• Listing Agreement
• Depositories Act
• SEBI (SAST)
Disclosures
• Co-ordination with
various authorities,
banks etc.
• Organizing
Meetings

26. Approvals
Required
By Company
Due Diligence &
Compliance
Appointment of
Intermediaries
By Intermediaries
Eligibility
Norms
Pricing of
securities
Contents of
Prospectus
Post Issue
obligations
Compliance of
various Rules &
Regulations
Promoters
Disclosures
CS & IPO Management

27. CS & Takeovers
Strategic
Planning
Documentations
Exemptions
from
Takeover
Panel
Appointment of
Intermediaries &
other Involved
Agencies
Due-Diligence
Post Offer
Compliances
Acquirer
Target
Company
Determination of
Offer Price
Public
Announcement
Letter of
Offer
Representing the
Company before all
Authorities
Legal &
Procedural
Aspects

28. CS & Mergers
Documentations
Strategic Planning
Tax Planning
Legal & Financial
Aspects
Post- Merger
Compliances
Approvals
Required
Scheme
of Merger
Petitions
High
Court RD/ OL /
ROC
Stock
Exchange
Due Diligence
of Business

29. CS & Buyback
Appointment of
Intermediaries
Strategic Planning
Approvals
Required
SEBI
Stock
Exchange
Coordination
with
Intermediaries
Legal &
Procedural
Aspects
Post- Offer
Compliances
Buy- Back
offer & Offer
Price
Due-
Diligence

30. Role in an Unlisted Company
Unlisted
Company
Object :
IPO
COMPANY
SECRETARY Listed
Company

31. Role in an Intermediary
General
Routine
Compliances
Event Based
Compliances
• Restructuring
• Mergers
• Change in Control
• Change in Directors
• Comply with
various reports to
be sent to
Authorities
• Certificates
• Internal Audit
• Link between
Intermediary/
Clients &
Authorities
• Vetting of
Legal
Agreements
with Authorities
& Clients

32. Expansion
Representations
For Clients
•Due Diligence of
Companies
• Strategic Planning
• Reports of various
corporate actions such as
Public Issue/ Right Issue/
Buy-Back etc.
• Issue various Certificates
as prescribed under SEBI
Act/ Regulations/
Guidelines
• Representations
before SEBI, SAT &
Stock Exchange on
behalf of the
Intermediary as well as
on behalf of the Clients
• Strategic Planning
•Restructuring
• Mergers
• Change in Control
• Expansion of
Business
Role in an Intermediary.. Contd

33. Role of CS in Stock Exchange
Listing Department
Surveillance
Membership Department
Representation before SAT on behalf of the Exchange
Secretarial Department

34. Opportunities for CS in Practice
Appearance
before :
 SEBI
 SAT
 CLB
 Settlement Proceedings
Brokers Audit
Securities
Audit
 Corporate
Restructuring
 Capital
Restructuring
 Unlocking
company’s real
value
Deals & valuations
 Due
Diligence
Certifications
as per SEBI Regulations
Certifications
required for
Corporate
Actions
Secretarial
Audit
As
PCS
As
Advisor
As
Representa
tor

35. Widened Horizon as Entrepreneur
Merchant
Banker
Registrar &
Transfer
Agent
Management
Consultant
Depository
For this one must have
Broker

36. Widened Horizon as Entrepreneur
Contd…
• More Efforts
More Revenue
• As prescribed by
Authorities
• Preferably have an
experience in the
field of Securities
Market
• Dealt with SEBI &
Exchanges
• Sound legal
knowledge
• Familiarity with
Capital market
functioning
• Good
communication
skills
• Management
skills
• As specified by
SEBI from time to
time
Investment Skills
RevenueExperience

37. Corporate Professionals
D-28, South Extension –I, New Delhi-110 049
Ph: +91.11.40622200; Fax: +91.11.40622201; E: pkvijay@indiacp.com
Pavan Kumar Vijay
Thank You