This article is written by Pavan Mujawdiya who is pursuing a Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution from LawSikho.

Introduction

Company Secretary (CS) is one of the crucial posts in a business organization or a company. A company secretary is an integral part of decision-making teams that take crucial business, regulatory, and legal decisions for an organization or a company. Under normal circumstances, the administrative duties of a CS include assisting in filing tax returns, updating company records, and offering legally sound and appropriate advice to the company management to ensure that company must abide by all statutory laws, rules, regulations, and guidelines released by the central and state governments.

Thus, the role of CS inherently requires a comprehensive and detailed understanding of an array of laws, including tax, GST, labor, environmental, and IP laws. Further, a CS must be aware of merger and acquisition laws and should keep himself/herself abreast of the latest happenings in the stock and commodities market. Moreover, knowledge about corporate governance and corporate social responsibilities (CSR) regulations can be added advantages for a CS. With this background, it becomes clear that the role of a CS is central to the overall functioning of a company and his/her advisory role helps an organization in making good business deals and regulatory compliance. Thus, expertise in contract drafting skills can significantly enhance the advisory prowess of a CS because a CS with the expertise in contract law helps him/her in understanding complex legal contracts with ease. This helps a CS in proposing legally valid and correct advice that can have positive outcomes for business and commercial aspects of an organization.   

Top ten contracts that a Company Secretary must know 

1. 1. Non-disclosure agreement: The present technological age values innovative technological solutions and rewards innovations. In this context, protecting intellectual property rights and confidential company data, that offers a market edge to the company vis-à-vis the competitors, is central for the overall commercial success of a company. Generally, the employees sign a non-disclosure agreement with the employer which prevents the leakage of confidential information to the competitors. Thus, a CS must be aware of the NDA agreement, benefits of NDA, and common issues with NDA so that he/she can frame appropriate clauses to protect the confidential information in the best way. Since NDA clauses, liabilities, and damages keep changing with the project, the expertise also helps a CS adding additional clauses or deleting unnecessary clauses. 
   2. Merger and acquisition agreements: A merger is an agreement between two or more than two companies and generally helps in increasing the geographical outreach of a company. Mergers and acquisitions are regular company affairs and they help in the consolidation of businesses and sometimes even create a large conglomerate with absolute market monopoly. Thus, a CS must be an expert in laws governing mergers and acquisitions. The contract drafting skill is highly beneficial in this case because all parties involved in the merger process try to find the best business and commercial deal for itself. In such a scenario, a CS with a lack of contract drafting skills may unable to offer sound business advice to his/her parent organization. 
   3. Loan agreements: Companies and organizations secure loans from banks, high-net-worth individuals, and sovereign funds to expand the business. It is very important to understand the loan agreements because loan agreements are generally signed for long-terms and even a slight mistake in understanding the terms and conditions of a loan agreement can have severe financial consequences for the company. It is pertinent to highlight that signing ambiguous and unclear loan agreements may lead to default and hence potentially damage the brand value and competitive advantage of the company. It also opens the door for long legal battles and dispute resolution processes. Thus, a CS must be well-acquainted with the legal terminology and regulatory laws dealing with loan agreements. 
   4. Licensing agreements: The present age thrives on innovations. Several technological innovations have made a significant impact on our day-to-day life and have changed our way of living. The wide-spread adoption of mobile phones, the internet, and other electronic gadgets is one of the best examples of the patent licensing process. Patent licensing among companies has helped in lowering the cost of the technology and consequently increased its outreach to the masses. This shows that a company secretary must be an expert in licensing agreements because licensing deals have great commercial and business values.  
   5. Shareholder’s agreement: A shareholder`s agreement is a crucial agreement that governs the functioning of the company and simultaneously protects the rights of shareholders. It also outlines the actions to be taken when a shareholder(s) decides to quit the company, voluntary or involuntary. Thus, expertise in shareholder`s agreement is necessary to understand the overall functioning of the organization. It is important to mention that laws and regulations related to shareholders keep changing with time and expertise in shareholder`s agreement can significantly improve the advisory capacity of a CS.   
   6. Lease agreement: A lease agreement is signed between a lessor and a lessee and decides the association between the two parties. Lease agreements are generally long-term agreements with some lease agreements that can last up to 100 years. A company essentially requires office space, guest houses, and warehouses depending on the type of company and functioning. Hence, signing lease agreements is a regular affair for a company. However, lease agreements are very important because it decides the rent given to the lessor by the lessee and the liabilities of the lessee in case of damages to the property. Any other legal and financial obligations of the lessee are also mentioned in the lease agreement. This suggests that a CS must be an expert in common terminology of lease agreements which provides CS better negotiation skills. Unnecessary legal and financial disputes can be avoided by signing unambiguous and clear terms and conditions. 
   7. Sales and purchase agreement: A company or organization essentially deals with the selling of products and services. It is a common practice among companies to sign long term sales and purchase agreements wherein a service provider or manufacturer sells the service or product to the buyer at a pre-agreed rate. Since sales and purchase agreements are of extremely high commercial and financial value, finalizing the right terms and conditions is crucial for both the parties involved. Moreover, an intense negotiation is required to protect the business and financial interest of involved parties. In this context, expertise in sales and purchase agreements is highly beneficial for successful negotiations and concluding the best business deal for the client. 
   8. Privacy agreements: The digital revolution, an outcome of easy access to the internet and increased penetration of smartphones, have raised serious questions about the privacy of individuals. Increased digitalization has significantly increased the cases of the data breach, data theft, and cybersecurity threats. In this background, a concrete privacy policy helps an organization or a company in avoiding litigations and damages in the courts. Hence, a deep understanding of data privacy laws of various countries and expertise in privacy agreements is a necessary skill for a company secretary in the present-day digital world. 
   9. Internet Banking Services Agreement: Digital revolution has fueled an unprecedented growth in the digital banking services. This revolution has increased the risk of cyber attacks and hacking of bank accounts. This suggests that expertise in Internet Banking Services Agreement is needed for a greater understanding of payment regulations and privacy issues associated with internet banking. 
   10. Joint Venture Agreement: Joint venture is a special business deal that helps in pooling resources of two or more companies. A joint venture offers a competitive advantage to the involving parties and also helps in reducing the cost of operation and increases the profitability of involving parties. However, an intense negotiation process precedes signing a joint venture agreement because involving parties try to protect business and commercial interests which include profit-share, sharing of resources and expenses, etc. This shows that expertise in joint venture agreements can certainly help a CS in putting forward his/her suggestions to the company management. 

Conclusion

Company secretary is a very important managerial post in an organization.  Due to the crucial advisory and managerial role, a CS is involved in all major commercial and business deals of an organization. Further, his/her inputs are sought for all regulatory and legal issues that an organization deals with. Therefore, expertise in contract drafting skills can significantly enhance the advisory powers of a company secretary. Moreover, the expertise also helps a CS in understanding complex legal terminologies associated with business deals.  

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