What is the role of a Company Secretary in capital market? Specify the areas for his/her services.

CS Professional · Capital Commodity and Money Market · PYQS · June 2015
What is the role of a Company Secretary in capital market? Specify the areas for his/her services.

Answer & Explanation:

Company Secretary, over a period of time, have developed themselves as professionals having core competence in compliances and corporate governance, moving from their traditional role of Secretary of the Company. Under various securities laws such as Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, Regulations and Guidelines issued by SEBI under SEBI Act, 1992 and the Listing Agreement of the Stock Exchanges for Equity, Debt listing, SMEs and IDRs, Company Secretaries have been recognized to verify compliances and to issue certificates. A list of the services provided by Company Secretaries (both in employment and practice) in Capital Markets is given below: Corporate Laws Advisory Services Advising companies on Compliance of legal and procedural aspects, particularly under- SEBI Act, 1992 Securities Contracts (Regulation) Act 1956 and Rules made thereunder SEBI Regulations and Guidelines Listing Agreement Representation Services Representing on behalf of a company and other persons before - Securities Appellate Tribunal Public Issue, Listing and Securities Management Advisor/consultant in issue of shares and other securities in India and abroad Drafting of prospectus/offer for sale/ letter of offer/other documents related to issue of securities and obtaining approvals in association with lead managers Listing/delisting of securities Private placement of securities Buy-back of shares Raising of funds from international markets-ADR/GDR/ECB/FCCB Acting as Compliance Officer under various listing agreement(s) Compliance officer for various capital market intermediaries Takeover Code and Insider Trading Compliance of the Takeover Regulations Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015. Internal Audit and Certification Services Compliance with rules and regulations in securities market particularly- Internal Audit of Depository Participants Internal Audit of Stock Brokers/Trading Members/Clearing Members Internal Audit of Portfolio Managers Internal Audit of Credit Rating Agencies Yearly Audit of Investment Advisers Yearly Audit of Research Analysts Certification in relation to Reconciliation of Share Capital Audit i.e. reconciliation of total issued capital, listed capital and Capital held by depositories in dematerialized form Concurrent Audit in case of Demat Account Opening, Control, Verification of Delivery Instruction Slips Certification that all transfers have been completed within stipulated time under clause 47 (c) of the Equity Listing Agreement and Clause 52 (ii) of SME Listing Agreement Certification regarding compliance of conditions of Corporate Governance under Clause 49 of the Equity Listing Agreement, Clause 24 of Listing Agreement for Indian Depository Receipts and Clause 50 of SME Listing Agreement Certification regarding maintenance of 100% Security covers under Listing Agreement for Debt Securities Various certifications for trading members of Stock Exchanges Certificate of Compliance for listing on BSE SME Platform through IPO.

Topics: Capital Market

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