Key highlights: 1. Corporate Compliance Management (CCM) System 2. Role of Company Secretaries (CS) 3. CCM & IT By Pavan Kumar Vijay (pkvijay)

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

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

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

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

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

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

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

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

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

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

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……

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

69. Conclusion is … Make Your Company GOOD GOVERNED COMPANY