CP Knowledge:Total Compliance Solutions

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  • Those manning the boards will have to transform themselves by uplifting their individuality to personality through psyco-social evolution with imperative help from professionals.
  • It will make one a karma yogi for which sri krishna exhorted arjuna “tasmat yogi bhav, O arjuna” ( therefore be a yogi , arjuna), The yogi of srimad bagwat gita is not a religion. It is rather a comprehensive philosphy of human growth, development & fulfillment. It is towards the achievement of these higher ideals that the corporate Governance system has directed & puts relevant implementation model for the same.
  • It will make one a karma yogi for which sri krishna exhorted arjuna “tasmat yogi bhav, O arjuna” ( therefore be a yogi , arjuna), The yogi of srimad bagwat gita is not a religion. It is rather a comprehensive philosphy of human growth, development & fulfillment. It is towards the achievement of these higher ideals that the corporate Governance system has directed & puts relevant implementation model for the same.
  • Org type – public/ private / listed /unlisted Cap deployed – auth/ paidup/ plant & machinery deployed Business type – manufacturing/ trading Product profile – hazardous product No of employee – gratuity, PF ESI Location – tax havens Emission – enviornmental laws Income earned – income tax

Transcript

  • 1. Total Compliance Solutions Role of Professionals Pavan Kumar Vijay In providing By
  • 2. A famous quote…
    • Every RIGHT implies a RESPONSIBILITY ;
    • Every OPPORTUNITY , an OBLIGATION ;
    • Every POSSESSION , a DUTY .
    • - John D Rockefeller Jr.
  • 3. RESPONSIBILITY OBLIGATION DUTY Compliance of Rules, Regulations & Laws of the Land CORRESPONDS TO
  • 4. Compliance of Rules, Regulations & Laws of the Land Good Corporate Governance
  • 5. Management Perception
    • Most of us can read
    • the writing on the wall;
    • We just assume it’s
    • addressed to someone else.
    • - Ivern Ball
  • 6. Role of Professionals TO CHANGE THE MINDSET
  • 7. To let management understand
    • Outstanding Performance,
    • Higher Profits,
    • Expanded Market Reach and the like
    • FAILS
    • to protect a company
    • which has put good governance & ethics
    • at the back burner…
    • Example – ENRON, WORLDCOM, ADELPHIA, TYCO
  • 8. … Only the culture of Strict adherence to Good Governance can keep a company Ahead on sustainable basis Example – INFOSYS, MICROSOFT, RANBAXY, DABUR
  • 9. Transformation of INDIVIDUALITY to PERSONALITY Through PSYCHO-SOCIAL Evolution
  • 10. “ Tasmat Yogi Bhav, O Arjuna”
  • 11. “ Tasmat Yogi Bhav, O Arjuna” Professional’s role to show the right way Management deliberation/confusion on right & wrong
  • 12. To made management realize
    • GOOD GOVERNANCE
    • is the process
    • to convert
    • Your CUSTOMER
    • into
    • Your SALES PERSON
  • 13. Designing effective & user friendly COMPLIANCE MANAGEMENT SYSTEM to lay down strong foundation for GOOD GOVERNANCE
  • 14. IMPLEMENTING EFFECTIVE COMPLIANCE MANAGEMENT SYSTEM
  • 15. Professional need to Analyze & Understand
  • 16.
    • Different Corporate Structures
    Public Sector Undertakings Private Limited Companies Trusts And NGOs Coop Societies And Producer Companies Municipal Boards Semi-government Organisation Unlisted Public Companies Listed Public Companies
  • 17. Different Scale of Operations SMALL SCALE MEDIUM SCALE LARGE SCALE
  • 18. Different Industries Media And Entertainment Infrastructure, Power And Telecom IT Solutions IT Enabled Services And BPO Textiles Tourism And Hotel Capital Market And Its Intermediaries Engineering and Construction FMCG Agriculture And Food Processing Capital Goods Drugs, Pharma And Healthcare Banking And NBFC Financial Services
  • 19. Management Structure & Information Flow
  • 20.
    • COMPANY POLICIES
    OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS DIR A DIR B DIR C DIR D DIR E
  • 21. Professionals to understand their role to
    • Coordinate between various departments and all stakeholders,
    • Ensure compliance of all applicable laws and
    • Develop mutual trust between various stakeholders
  • 22.
    • COMPANY POLICIES
    OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMAN RESOURCES CORPORATE COMMUNICATION PRODUCTION AND OPERATIONS MARKETING INFORMATION TECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS Professional To work as Communication Channel DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS
  • 23. Preparation for Implementing Compliance Management System
  • 24. factual information collection - Company’s History & Background - Capital Structure & Evolution - Promoters & Group Companies - Management & Administration buildup - Financial Soundness & Debt Structure - Risk Management & Protection - Licenses & Approvals - Outstanding Litigations
  • 25. compliance reporting coverage
    • - Company law
    • - Securities laws
    • - Taxation laws
    • - Industry Laws
    • - labour Laws
    • - Environmental laws
    • - IPR Laws
    • - Sector Specific Laws
    • - Area/State Specific Laws
  • 26. identifying compliance timings Compliance Timings Fixed / Regular Event Based
  • 27. Fixing Compliance Hierarchy Compliance Manager Zonal Head Area Head Factory Head Departments Head Wings Officers
  • 28. Compliance Management Tools Checklists Date wise Act wise
  • 29. Compliance Management Tools Software triggering information input triggering date & time
  • 30. Information input trigger point
    • Organisation type
    • Capital deployed
    • Business type
    • Product profile
    • Number of employees / Labour
    • Location/area of the plant
    • Emission of waste
    • Income earned
  • 31. Making IT Tools works as your Compliance Manager Demo of Compliance Management Software
  • 32. IMPLEMENTING EFFECTIVE COMPLIANCE MANAGEMENT SYSTEM A CASE STUDY IT Industry
  • 33. specialty about industry
    • Confidentiality Issues
      • Between client & company
      • Between company & its employees
      • Data confidentiality
    • Data Security – back up, disaster management & information recovery system.
    • IPR
    • HRD Aspects – retention plans, ESOPS
    • Restructuring – amalgamation & takeovers
    • Export Benefits - STP, EOU, SEZ
  • 34. Legal Framework
    • General
      • Companies Act, 1956
      • Income Tax Act, 1961
      • Sales Tax Act, 1959
      • SEBI Act, 1992 Rules & Regulations
      • FEMA, 1999
      • Copyright Act, 1957
      • Patent Act, 1970
      • EPF & ESI
      • Minimum Wages, Bonus Gratuity – Act, rules & regulations
    • Specific
      • Information Technology Act 2000
      • Indian Contract Act, 1872
      • Technology Agreement
      • Joint Venture Agreement
      • Custom Regulations
      • RBI Circulars
      • Export – Import Policy
  • 35. Regulators
    • Companies Act – ROC, RD, CG
    • Labour Laws – Commissioner etc.
    • IPR – Registrars
    • FEMA – RBI, FIPB
    • SEBI – Listed Company
    • Local Laws - Sales Tax Commissioner , Municipal Corporation
    • Income tax officer / commissioner
    • STP Units – Director, STPI
  • 36. Compliance Management System TO COVER
    • Companies Act
      • Meetings – board, AGM
      • Accounts / annual return filings
      • Changes in constitution / management
      • Registration of charges
    • Income Tax
      • TDS Deductions, payments, filing of return
      • Advance tax
      • Preparation of B/s & Filing of return
    • FEMA – FDI Procedures & disclosers
  • 37.
    • Labour Laws
      • Filing of return, Payment of dues like PF, gratuity
    • IPR – Registration, delegation & protection
    • SEBI
      • Disclosers, Corporate governance
      • ESOP, insider trading bur back takeover etc.
    • Local Laws
      • Renew licences, maintain attendance, leave records
    • STP – filing of returns , Softex forms etc
  • 38. Due diligence at regular interval to cross check the effectiveness of Compliance Management System
    • Different Types of Due Diligence
      • Business DD
      • Legal DD
      • HR DD
      • Environmental DD
      • Systems DD
      • Tax DD
      • Financial DD
      • Software Ownership DD
  • 39. Being Updated on Different Compliances Applicability & Keep Management Informed
  • 40. Tools for updation
    • Newsletters & Magazines
    • Discussion e-Groups
    • Software carried automatic updating options
    • Attending seminars & workshops
    • Newspapers & Business News Channels
    • Regular visits at Authority’s website
  • 41.
    • Professional is like back bone
    • of any Compliance Management System
    • to any organisation and with its
    • Proactive Approach & Intelligence
    • make an organisation front runner in its field…
  • 42. Thanking you for an Patient Hearing