2. Issuers
Investors Securities Inter-
Market mediaries
Regulators

3. 1998-1999
Maximum Index Level : 4280.96
2007-2008
Maximum Index Level : 20873.33
The growth in securities market can be visualized
from the rise in Sensex from 1998-1999 to 2007-
2008.

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

5. Intermediaries:
Established & Stricter
With Greater Regulations
Responsibilities
More
Corporate
Restructurings
More IPOs/ FPOs/
Right Issues
More Listed
Compliant
Companies
Independent
Stock
Exchange
Developing
Markets

6. International
Listings
More ADRs/
E- GDRs/ FCCBs
Connectivity
Global
Restructurings
Intermediaries:
Merger Much More
Of Exchanges Responsibilities
Revival of More Stringent
Inactive Regulations
Exchanges
Developed Globalisation
Market & Liberalisation

7. • Listed Companies
• Consulting
companies
• Merchant Banker
• Broker
• Bankers to an Issue
• Registrar & Share Transfer Agent
• Custodian
• Depositories & Participant
• Stock Exchanges
• Debenture Trustee
• Commodities Exchanges
• Credit Rating Agency
• Investors
• QIBs
• Regulators
• Portfolio Manager

8. 9487
404
Brokers
186
Depository
57
Participant Merchant
Banker Registrar
& Transfer
Agents
48
Banker
to an 23
Issue Debenture 16
Trustee 5
Custodians Credit
Rating
Agency

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

11. COMPANY
SECRETARY

12. In relation to
Renders Audit, management, l
Independent Bound by Code Advisory, aw & Corporate
Professional of Conduct Representation Governance
Services processes &
practices

13. WHY
FOR
CS BEST SERVICES SECURITIES
SUITED RELATED MARKET
TO
HOW??

14. Knowledge
of Securities &
Other Laws
Communication
Skills Leadership
Entrepreneurship

15. Securities
Contract & SEBI
Regulation Act Act, Rul
es &
Rules &
Regulat
Byelaws of SEBI Regulations
ions
Stock
Exchanges
Other
Laws
Depositories
Act
Listing Agreement

16. •Intermediaries Regulations •SAST Regulations
COMPANIES
INTERMEDIARIES
•Merchant Bankers Regulations •Buy-back of securities
•Credit Rating Agencies Regulations
Regulations •Prohibition of Insider Trading
•Depositories & Participants Regulations
Regulations •Delisting of Equity Shares
•Custodian of Securities Regulations
Regulations •Investor Protection &
•Bankers to an Issue Education Fund Regulations
Regulations •Issue & Listing of Debt
•Debenture Trustees Securities Regulations
Regulations •Prohibition of Fraudulent &
•RTA Regulations UTP relating to Securities
•Portfolio Managers Market Regulations
Regulations •DIP Guidelines
•Stock Brokers & Sub-brokers
Regulations

17. • Listed Companies
• Unlisted Company
Company about to come
with the IPO & get
Listed
• Merchant Bankers
Intermed • RTAs
-iaries • Brokers
• Depositories etc.
• Advisors
Others • Stock Exchanges

18. Vigilance
Officer
Event
Manager
Face of
Management
Strategic
Planner
COMPANY SECRETARY
Keypoint between navigates the
Company & CORPORATE GROWTH
Stakeholders
with
Knowledge of GOOD GOVERNANCE
Various Securities
Laws

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

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

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

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

24. Unlisted
Company
Listed
Company
Object :
IPO

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

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

27. Listing Department
Surveillance
Membership Department
Representation before SAT on
behalf of the Exchange
Secretarial Department

28. As As As
PCS Advisor Representa
tor
 Due
Brokers Audit
Diligence
Securities
Certifications
Audit Appearance
as per Listing
 Corporate before :
Agreement
Restructuring  SEBI
Certifications
 Capital  SAT
required for
Restructuring  CLB
Corporate
 Unlocking  Consent Orders
Actions
company’s real
Secretarial
value
Audit

29. Merchant
Depository
Banker
Registrar Management
& Transfer Consultant
Broker
Agent
For this one must have

30. Contd.
• As specified by • Sound legal
SEBI from time to knowledge
time • Familiarity with
securities market
• Good
communication
skills
• Management
Investment Skills skills
Experience Revenue
• As prescribed by • More Efforts More
Authorities Revenue
• Preferably have
an experience in
the field of
Securities Market
• Dealt with SEBI &
Exchanges

31. Securities Market is in its nascent
stage & its emergence will bring
abundant opportunities & issues to
be resolved…