You have been appointed as Company Secretary of XYZ Ltd., a listed company, having diversified business and multi-operational branch offices. On joining your office, you observed that under the prevailing scenario a comp

The compliance system and processes in a company are dependent mainly on the following factors: A. Nature of business(es). B. Geographical domain of its area of operation(s). C. Size of the company both in terms of operations as well as investments, technology, multiplicity of business activities and manpower employed. D. Jurisdictions in which it operates. E. Whether the company is a listed company or not. F. Regulatory authority (ies) in respect of its business operations. G. Nature of the company viz., private, public, government company, etc. A Company Secretary is the 'Compliance Manager' of the company. It is he who ensures that the company is in total compliance with all regulatory provisions. Corporate disclosures, which play a vital role in enhancing corporate valuation, is the forte of a Company Secretary. These disclosures can be classified into statutory disclosures, non- statutory disclosures, specifies disclosures and continuous disclosures. SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 spells out elaborately on various aspects of disclosures which are to be made by the company such as contingent liabilities, related party transactions, proceeds from initial public offerings, remuneration of directors and various details giving the threats, risks and opportunities under management discussion and analysis in the corporate governance report which is published in the annual accounts duly certified by the professional like company secretaries. A company secretary has to ensure that these disclosures are made to shareholders and other stakeholders in true letter and spirit. The advisory services of the company secretaries impact to all components and activities of the compliance framework, as the business receives one point specialized support and advice to help manage its compliance risks more effectively. The company secretary plays a proactive advisory role as he advises management, local boards and committees, the compliance executor, and the employees. The company secretary provide advice on compliance risk, responsibilities, obligations, concerns and other compliance issues that are suitable for the business' practices and operational constraints of the company. The company secretary is the professional who guides the board and the company in all matters, renders advice in terms of compliance and ensures that the board procedures are duly followed, best global practices are brought in and the organisation is taken forward towards good corporate citizenship. The function of Company Secretary includes a. to report to the Board about compliance with the provisions of this Act, the rules made thereunder and other laws applicable to the company; b. to ensure that the company complies with the applicable secretarial standards; c. to provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities and powers; d. to facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings; e. to obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act; f. to represent before various regulators, and other authorities under the Act in connection with discharge of various duties under the Act; g. to assist the Board in the conduct of the affairs of the company; h. to assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; i. to discharge such other duties as have been specified under the Act or rules; and j. such other duties as may be assigned by the Board from time to time.