Role of the Secretary in the Company's Interface with the Financial Market

Every decision this chapter has described — choosing between a money-market instrument and a capital-market one, choosing among an IPO, an FPO, a rights issue or a private placement, or getting the company's shares listed and continuously compliant on a stock exchange — has to be planned, documented and executed by someone inside the company, and much of that responsibility falls squarely on the Company Secretary, working under the authority of the Board of Directors.

When the company is raising short-term funds through the money market, the Secretary coordinates the practical mechanics of issuing an instrument such as commercial paper — arranging the mandatory credit rating from a recognised credit rating agency, appointing an issuing and paying agent, and ensuring the issue satisfies the RBI's own regulatory guidelines for the instrument — and, on the investing side, ensures any of the company's own short-term surplus cash placed in money-market instruments is properly recorded and reported in the company's books.

When the company approaches the capital market, the Secretary's responsibilities widen considerably. In the primary market, the Secretary liaises with merchant bankers, underwriters, and registrars and transfer agents to plan and execute an IPO, FPO, rights issue or private placement; drafts and files the prospectus or offer letter and every other statutory document the Companies Act, 2013 and SEBI's Issue of Capital and Disclosure Requirements (ICDR) Regulations require; and ensures the offer is made strictly within the conditions — pricing, disclosure, allotment timelines — those regulations prescribe. Once the company's securities are listed, the Secretary's role becomes a continuing compliance one: ensuring the company meets every disclosure obligation SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations impose, including the prompt disclosure of price-sensitive information to the stock exchange the moment it arises; maintaining the company's own code of conduct for prevention of insider trading and monitoring compliance by directors, key managerial personnel and other designated persons; coordinating with the depositories to keep the company's shares properly dematerialised; and handling investor grievances relating to transfer, transmission, dividend, or any other shareholder service, including through SEBI's centralised online grievance-redressal mechanism. …