The document outlines a systematic approach to corporate compliance management, emphasizing the importance of establishing a robust compliance management system to ensure adherence to laws and build stakeholder trust. It details a three-step process for identifying, evaluating, and assessing applicable laws, along with the roles of different departments and the company secretary in managing compliance. Additionally, it highlights the benefits of effective compliance, including improved risk management and enhanced corporate governance.

1. A Systematic Approach Corporate Compliance Management 15.12.2007

2. Coverage

3. About ‘C+M’ of CCM? Compliance Management A framework to maintain and build community confidence to ensure that we meet agreed standards of ethics , behavior and responsibility .

4. HOW TO IMPLEMENT AN EFFECTIVE COMPLIANCE MANAGEMENT SYSTEM ???

5. . By Designing effective & user friendly Compliance Management System . To lay down strong foundation for Good Governance

6. Elements of Effective Compliance Program Customization of ….. LAWS RULES Regulations Circulars/ Notifications ECP At One Place

7. Professional needs to Analyze & Understand Management Structure & Information Flow

8. 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

9. Company Secretaries to understand their role Coordinate between various departments and all stakeholders , Ensure compliance of all applicable laws and Develop mutual trust between various stakeholders

10. 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 COMPANY SECRETARY CS is the Principal Officer of the Company DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS

11. Role of Company Secretary?? TO CHANGE THE MINDSET

12. Company Secretary is primarily responsible to coordinate with COMPLIANCE OF ALL LAWS Therefore, WE ARE ANSWERABLE……

13. What is Compliance of all laws?? Compliance of all laws Not just any other compliance ………………

14. HIDDEN KHAZANA for all STAKEHOLDERS Company Professional INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS

15. Right Proportion = Creating difference Understand your company Proper Identification & Evolution of applicable laws Analysis of applicable laws Assessment

16. Different Corporate Structures UNDERSTANDING AT MACRO LEVEL 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 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

18. Different Geographies Global Operations Indian Operations

19. Time has come.. Corporate compliance is not merely a legal compliance but it is NECESSITY Now …………

20. Preparation for Implementing Compliance Management System

21. Understanding the Company Company’s History & Background Capital Structure & Evolution Promoters & Group Companies Management & Administration buildup Financial Soundness & Debt Structure Risk Management & Protection Licenses & Approvals

22. THE THREE STEP PROCESS Step I : IDENTIFICATION Step II : EVALUATION STEP III : ASSESSMENT

23. General application of laws. Sectoral applications Industry / Segment applications Geographical applications Number of Employees Transaction applications IDENTIFICATION PROCESS

24. Evaluation: Preparation at home Evaluating the applicable laws after due identification process As for instance: A Company has its operations of exports which further Involve lots of foreign exchange transactions. Identification: FEMA, 1999 Evaluation : FEM ( Exports of goods & services) Regulations, 1999

25. Assessment Process Further improvements Implication of Compliance System Effective Usability Bridging the gap of Compliance in letter & Compliance in Letter & spirit

26. EXPLAINING THE PROCESS TEXTILE INDUSTRY Manufacturing & Trading 1000 workers Export process Polluting Unit Unlisted Company Surat based IDENTIFICATION, EVALUATION & ASSESSMENT AT ONE PLACE…

27. Identification of applicable laws General Laws Companies Act, 1956 Income Tax Act, 1961 Area Specific All laws applicable to Particular State Sector Specific Central Excise Act Value Added Tax Act International Transaction FEMA , 1999 No of Employees Factories Act, 1948 Payment of Wages Act, 1936 Contract Labour (regulation & abolition) act, 1970 Subjective Air (Prevention of Pollution Control) Act, 1981 Environment (Prevention of pollution control) Act, 1986

28. Taxation Laws Corporate laws Industrial & Labour Laws 10 or more 20 or more 25 or more 100 or more 1000 or more Property laws General Laws (Applicable to all companies) (Based on Number of employees)

29. Listed Company Un-listed Company Public Company Private Company Govt. Company On the basis of Status of the Company

30. Event Based Laws Intellectual Property Laws Foreign Exchange Laws Custom Tax laws

31. Manufacturing Trading Service Insurance Tourism Power FMCG Banking Pharmaceutical Entertainment IT enabled services & BPO Industry Specific Laws Automobiles Computers Aluminium Products Cables Cement Cigarettes Breweries & Distilleries Sector Specific Laws

32. Maharashtra Punjab Gujarat Labour Welfare Act National Festival Holiday Act Shops and Commercial Establishment Act State Wise Laws

33. Compliance Timings: Evaluation Compliance Timings Fixed / Regular Event Based

34. The assessment process: Identify the gap between the present compliance system and the results of evaluation process

35. Simplification: The Next Move Developing Compliance Management Tools C hecklist Law wise Period wise

36. Effective Usability S oftware Developing Compliance Management Tools..contd Triggering date & time Triggering information input Organisation type, Capital deployed, Business type Product profile

37. Effective Usability U pdations Newsletters & Magazines Discussion e-Groups Software carried automatic updating options Attending seminars & workshops Newspapers & Business News Channels Regular visits at Authority’s website Developing Compliance Management Tools..contd

38. Unsystematic Compliance System… the aftermath

39. CURRENT PROFILE 80% 20% TRADITIONAL ROLE STRATEGIC ROLE Form Filing Registers& Returns Good Compliance Risk Mitigation Corporate Governance PRESENT FACE ChecE Checklists

40. Let IT works for you………….

41. Compliance Tool by PWC

42. Compliance Tool by PWC

43. complianceonline.com by Metric Stream

44. bizfilings.com

45. Compliance Tool by Corporate Professionals

46. Striking Features of CCM Tool Coverage of more than 200 Act, Rules, Regulations, Guidelines, Circulars & Notifications effecting the compliance requirement of a Company Covers all Industry Specific & Location based laws Real Time updations by Expert Professionals located all over India Customization of Checklist according to the applicable laws to your Company

47. Rights/option to create a complete system of compliance managemen t Creation of Different Users to comply with different laws Fixation of dead lines for compliance by each user Creation of Three Tier Hierarchy for compliance Reporting System Alerts at different levels as the last date of compliance comes closure Alerts & Reminders by way of mails & messages Features of CCM Tool

48. Online support in the form of Query Box Facility of getting Opinion on any of the Topic of Compliance from Eminent Professionals of the field on our panel Discussion Forum & Archive of Topic-wise Discussions Library of Forms of all laws covered Features of CCM Tool

49. Reporting of Compliance & Non-Compliance On Real-time Basis On Quarterly Basis Archive of Quarterly Compliance Reports Risk Assessment of Non-Compliances Reporting of Consequences segregated in High, Medium & Low financial & Other Risks Features of CCM Tool

50. How it works??

51. Compliance Organisation Structure Low Resposibilities High All Rights available Reporting Duty Allocation Compliance Officer CEO Corporate and Securities Law Department Labour and Industrial Law Department Taxation Department Executive Executive Executive Executive Executive Executive

52. Compliance Reporting Level 2 Securities Law Department Mr. R Sharma Proof of Compliance attached Proof of Compliance attached Assignment Task 1 Task 2 Task 3 LISTING AGREEMENT Submit CG Compliance Certificate Submit Shareholding Pattern Submit Financial Results Complied/ Not Complied Not Complied, because I was out of town and I forgot to delegated work

53. Compliance Report

54. Compliance Scheduler Income Tax Factories Act Companies Act Listing Agreement Today This Week This Month Select Period Title Notice by Occupier Form No ------ Due Date At least 15 days before he begins to occupy or use Title Shareholding Pattern Form No Fixed Format Due Date Within 21 days from the end of each Quarter Title Return of Income Form No ITR-6 Due Date On or before 31st October of the assessment year Title Appointment of Director Form No Form 29 & 32 Due Date Within 30 days of appointment

55. Compliance Scheduler File Form1

56. Alerts & Notifications Assigned To Mr. Sumit Reminder Date Compliance Due Date Level III (Executive) Level II (Department Head) Level I (Compliance Officer) CEO Submit CG Compliance Certificate 15/04/2007 05/04/2007, 08/04/2007, 11/04/2007, 14/04/2007, 15/04/2007 Submit Shareholding Pattern 21/04/2007 11/04/2007, 14/04/2007, 17/04/2007, 20/04/2007, 21/04/2007 Submit Financial Results 23/04/2007 13/04/2007, 16/04/2007, 19/04/2007, 22/04/2007, 23/04/2007 Note: Reminders in case of Non Compliance

57. Reminders

58. Forms Library Download

59. Compliance Statistics No status 37% Not Complied Complied 52% Status on the basis of information provided 11%

60. High Risk Moderate Risk Low Risk Risk Assessment & Analysis Penalty Risk Classification Significance Type Probability I year prosecution High Urgent Moderate Fine of Rs. 1,00,000 High Not Urgent Moderate Fine of Rs. 1,000 Low Avoid Low

61. Risk Reporting

62. USING COMPLIANCE SYSTEM 80% 20% STRATEGIC ROLE TRADITIONAL ROLE Corporate Compliance Risk Management Form filing System Driven organisation Registers & Returns Checklists & Modules IT based Compliance System can change the face……

63. Advantages of Corporate Compliance Easy Quantification of risk Establishing Risk appetite Identify and prioritize controls Multitude of Compliance obligations . Building Strong Foundations Extended Confidence to Investors Gaining Competitive Edge Good Compliance System leads to Excellence in Operations

64. Effect of Technology Easy Compliance Impossible Non- Compliance

65. Company Secretary 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…

66. Good Corporate governance Reduces Risk Higher Profits Higher Valuation of Company RESULT OF GOOD CORPORATE COMPLIANCE MAKING YOUR COMPANY DIFFERENT & LEADING TOWARDS EXCELLENCE

67. E xellence Happy Company Happy Management Happy Investors Happy Customers Happy Regulators EXCELLENCE PAYS…

68. A Solution for Today and Beyond…… C orporate C ompliance M anagement

69. Conclusion is … Make Your Company GOOD GOVERNED COMPANY