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REFORMING LAWS, EMERGING OPPORTUNITIES 1)Change is a must in life. U.S. author E.B.

White has said The only sense that is common in the long run, is the sense of change-and we all instinctively avoid it. 2)We avoid change as we seldom wish to change. Change creates opportunities. Law is defined as a set of rules to govern the society, but as society changes laws have to be reformed, and reforms opens up new avenues. As a Professional in the ever changing word, we have to be adaptable to survive and then to excel. 3)The recent notoriously famous case of Satyam opened a Pandora box. It was of reforms, and as for us professionals, opportunities. The New Companies Bill is undergoing rigorous threshing to make it better, simpler and more stringent so that laws stand the test of time. When the word stringent comes into being used in law, it calls for more compliance and more obligations for the company. These reforms are opening up for us new opportunities. Being a member of the esteemed Key Managerial Personal has not just entrusted us with more responsibilities but also immense opportunities.

4)In the past annual conference of ICSI, Sri Arun Jaitley MP, former minister of law, was the chief guest and he was applauded by the ICSI for having introduced Compliance Certificate under section 383A of the Companies Act, 1956. This was a reform done to bring the companies in India more complaint with the provisions of the provisions of Companies Act. This reform created manifold opportunities for Practicing Company Secretary. This reform made our profession more recognizable in the corporate world. 5)Another reform in the pipe line is NCLT- In the present Companies bill is passed and becomes and Act, then NCLT could open vivid range of opportunities, thereby giving us another area to specialize. Then we would be able to

6)Times have changed. Today is marked by rapidity, complexity and volatility. Dynamism of the creative kind and innovation of the skillful professional are the solutions present times await. Yet the advent of the aggressive and creative corporate and the memorable tool of the governance professional as the driving kingpin may be regarded as the specialties of the present world. Company Secretary being the governance professional of the prime order, her professionalism is the need of the time to drive creative corporate dynamism. 7)Companies Bill 2011 In the new Companies Bill 2011, Company Secretary has been included in the definition of Key Managerial Person [ Clause 2(51)],

Company Secretary being one of the Key Managerial Person shall be appointed by Board Resolution and if Default has been made to appoint a Company Secretary, the penalty proposed is : one lakh rupees which may extend to five lakh rupees. On every director and KMP who is in default 50,000 rupees and 1,000 rupees per day if contravention continues. 8) Direct Tax Code The DTC 2010 would come into force on 1 April 2012, if enacted The concept of previous year replaced with a new concept of financial year which inter alia means a period of 12 months commencing from the 1st day of April Every person is liable to pay income-tax in respect of his total income for the financial year at the rates/conditions specified in the Schedules to the DTC after allowing credit for pre-paid taxes (including foreign tax credits) Income has been proposed to be classified into two broad groups: Income from Ordinary Sources and Income from Special Sources

9)Secretarial audit MCAs Corporate Governance Voluntary Guidelines 2009, recommend all companies to introduce Secretarial Audit (SA) to be done by a competent professional and the Board to give its comments on the SA report in the directors report to the shareholders. Multiplicity and complexity of laws- LCS facilitates to ensure compliance and avoid risk associated with non-compliance. It has two-fold objective: Firstly, to protect the interests of the customers, employees, revenue, environment, and directors and officers of the company. Secondly, to avoid any unwarranted legal actions by the law-enforcing agencies and other persons as well. The SA is an effective tool for corporate law compliance management relating to corporate laws. It helps ensure flawless compliance and timely corrective action when non-compliance is discovered. Yes! PCS is most competent, fit and proper professional to do SA. PCS is a highly specialized professional in matters of statute law, and procedural and practical aspects involved in legal compliances under various corporate laws as Corporate laws is the core competence of PCS. 10)Competition Act

To prevent, on the part of private or commercial public enterprises, business practices affecting international trade which restrain competition, limit access to markets, or foster monopolistic control, whenever such practices have harmful effects on the expansion of production or trade "Competition Act, 2002 The Indian Market has to gear itself to promote and sustain fair competition. Accordingly, the existing law on matters relating to competition - the MRTP Act,1969, is being repealed by the Competition Act, 2002 once it becomes fully operational. In the light of international economic developments the focus of this Act is on promotion of fair competition rather than curbing monopolies 11)Listing Agreement and Corporate governance Compliances under the listing agreement are the main thrust of a Company Secretary professional The Best Practice Guide on the Duties of a Company Secretary lists, Monitoring and laying in place procedures which allow for compliance with regulatory and legal requirements, particularly under the Companies Acts including legal requirements. as one of the core duties of the Company Secretary. CCM will therefore be the logical extension of the fundamental duty discharged by Company Secretaries in industry. It will be both an opportunity and a challenge. The importance of corporate compliances will now be a matter for review at the very highest levels of management 12) Due Dilligence A due diligence is a process built upon the edifice of Performance, Standard of Care andInvestigation. dont judge a book by its cover A Compliance Certificate - this form of diligence is a requirement under section 383A of the Companies Act, 1956 which makes it mandatory for all companies with a paid up share capital of not less than rupees ten lakhs and not more than rupees two crores to attach along with the Directors report a certificate from a practising Company Secretary for every financial year. Health Check Audit - This form of diligence is popular among venture capital funds who conduct this exercise on an annual basis to check if the compliance parameters in the company are under control CEO / CFO Certification Under Clause 49 - This is another form of diligence which is mandatory for all listed companies in India to attach to its Directors report

a certificate to be issued by the CFO/ CEO of the company that the company has complied with all the requirements of law 13)Good Governance is a journey and not destination The leader may change but the culture lives. Rules and regulations do not bind these ethical organizations. They never allow any WorldCom and Enrons to happen. These champion companies, develop excellence through good governance. The journey continues step by step for excellence and never ends. It is eternal. With the complexity of business deals, stress on transparency of business operations, ethical execution of business transactions and investor-friendly management of business houses, and above all, the deep and great importance or recognition given to the need to achieve good corporate governance, the importance of company secretary is felt even more keenly. 14)An effective Company Secretary Ensures good Corporate Governance Maintains confidentiality, accountability and independence Ensures fool proof documentation Safeguards assets and properties of the Company Optimizes utilization of Boards expertise and competence Any eye on the past, astute as to the present, peer into the future and predict the uncertain and unknown



Hence, with the growth of the Indian economy and the setting up of new ventures and business enterprises, the opportunities for CSs have increased manifold. Thus, what is required is to reposition the profession of CSs, from traditional Company Secretary to strategic corporate manager. He should look forward to occupy the drivers seat instead of being contended with playing the role of co-passenger in a motor rally. Calibration of competencies for professional excellence is not a one-time effort, but an ongoing journey of self-evolution with no prescription for start time and end time. Competencies are not restrictive to good knowledge of one particular aspect of professional subject but revolves around a complete blend of the persona a professional carries. The crucial factors of success are hidden in the arena of emotional and self-leadership competencies which play an equally significant role in manifestation of scale of success 16) A Company Secretary who would aim for excelling the excellence and a continuous improvement towards perfectionism is the one who will recognize the preciousness and surpassing propriety of the

process of value creation. Provision of professional services needs to be immaculately drenched in perpetual continuity in the depth of enriching value creation