1. CORPORATE COMPLIANCEMANAGEMENT Mr. Pavan Kumar Vijay, Past President, ICSI, Managing Director Exploring New vistas

2. 3. As just another burdensome, complicated , back office operations, monotonous work? OR A tool to create VALUE for the organization ?Do we consider Corporate Compliances 4.

Value Creationof Enterprise through

Corporate Compliance

5.

Enhanced Trust and Confidence of all Stakeholders

Employees Investors Customers Suppliers Governmentand Regulators Society 6.

Widespread Goodwill and Brand Reputation

Access to Global Markets Lesser chances of Investigations Ready Market for New Products Widening Customer Base 7.

Growth

Growing Revenues Growing Profits Growing Market Value 8.

Loss of Investors Confidence

Difficulty in further raising of capital

Investor Complaints

Loss of reputation in National & International Markets

9. Outstanding Performance,Higher Profits,Expanded Market Reach and the likeFAILSto protect a companywhich has put good governance & ethicsat the back burner. S U C E S S D I S A S T E R 10. ..Only the culture ofstrict adherence to good compliancecan keep a companyahead on sustainable basis , bring in larger profits 11. 12. Details of complaints resolved during the financial year 2007-08 are as follows. Complaint Received Complaint Resolved Pending 430 360 70 13. EXAMPLE : INVESTORSCOMPLIANT MODELReasons of ComplaintsTotal Complaints Complaints Resolved Pending Complaints Reason for Pendency 0 7Days 8 15 Days 16 21 Days Non-receipt of Bonus145 67 32 16 30 Wrong address Legal Issues Delay in Dematerialization 65 24 20 16 5 Wrong Folio no. Non-receipt of dividend130 62 28 15 25 Wrong address Court Cases Non-receipt of Notice 90 42 24 14 10 Undelivered Wrong address Total 430 195 104 61 70 14. 15. Designingeffective & user friendlyCOMPLIANCE MANAGEMENT SYSTEM to lay down strong foundation forGOOD GOVERNED COMPANY 16. IMPLEMENTING EFFECTIVECOMPLIANCE MANAGEMENT SYSTEM 17.

Clause 49 of Listing Agreement:

The Board shall periodically review compliance

reports ofall laws applicable to the company ,

prepared by the company as well as steps taken by

the company to rectify instances of non-compliances.

18. 19.

COMPANY POLICIES

OPERATIONAL PLANNING AND EXECUTION BOARD OF DIRECTORS CORPORATE PLANNING LEGAL FINANCE AND ACCOUNTS HUMANRESOURCES CORPORATECOMMUNICATION PRODUCTIONAND OPERATIONS MARKETING INFORMATIONTECHNOLOGY DEPARTMENTS IN A COMPANY EXTERNAL STAKEHOLDERS Company Secretary DIR A DIR B DIR C DIR D DIR E INVESTORS GOVERNMENT AND REGULATORS SOCIETY SUPPLIERS CUSTOMERS LENDERS 20.

ROLE OF

COMPANY SECRETARY

in COMPLIANCE MANAGEMENT

21.

Company Secretary is primarily responsible

to coordinate with

COMPLIANCE OF ALL LAWS

Therefore,WE ARE ANSWERABLE

22. Time has come. Corporate compliance is not merely a legal compliance but it is a NECESSITY AND VALUE CREATION Now 23. THE FIVE STEP PROCESS 24. 25. 26. 27. 28. Media AndEntertainmentInfrastructure,Power And Telecom IT Solutions IT EnabledServices And BPO Textiles Tourism And Hotel Capital Market AndIts Intermediaries Engineering andConstruction FMCGAgriculture And Food ProcessingCapital GoodsDrugs, PharmaAnd Healthcare Banking And NBFC Financial Services 29. Global Operations Indian Operations 30. 31.

Identify the gap

between

the present compliance system

and

the results of Evaluation Process

32.

Establishing Controls & Standard

Delegation of Responsibility

Analysis & Assessment

Compliance Reporting

33. 34.

ABOUT ABHISHEK INDUSTRIES LIMITED

Public Limited Company

Listedat BSE, NSE

Textile Industry

Large Manufacturers

Exporters

Over 9000 No. of Employees

Units Located at Barnala, Punjab

IDENTIFICATION, EVALUATION & ASSESSMENT AT ONE PLACE 35. General Laws Applicable to Company

ON THE BASIS OF GENERAL CORPORATE INFORMATION

Companies Act, 1956

Income Tax Act, 1961

SEBI (Insider Trading) Regulations, 1992

SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 1997

Listing Agreement Regulations

36. Sector Specific Laws Applicable to Company

On the basis of Sector Manufacturing and Trading

National Environment Policy

Environment (Prevention of pollution control) Act, 1986

Central Excise Act

Value Added Tax

37. Industry Specific Laws Applicable to Company

On the basis of Type of Industry

National Textile Policy, 2000

Textile Commodities Act, 1963

Textiles(Development & Regulation )Order,2001

Export Promotion Capital Goods (EPCG) Scheme

Technology Up gradation Fund Scheme

Scheme for Integrated Textile Parks

Cotton Order ,1986

38. Industrial and Labour Laws Applicable to Company

On the basis of No. of Employees

Employees Provident Funds & Miscellaneous Provisions Act, 1952

Factories Act, 1948

Payment of Gratuity Act, 1972

Industrial Dispute Act, 1947

Employees State Insurance Act, 1948

Payment of Wages Act, 1936

Minimum Wages Act, 1948 & Minimum Wages (Central) Rules, 1950

39. Activity Based Laws Applicable to Company

On the basis of Activities

Foreign Trade Policy

Foreign Exchange Management Act, 1999

Customs Act

40. Area Based Laws Applicable to Company

On the basis of location

Punjab Labour Welfare Fund Act, 1965

Punjab Shops and Commercial Establishments Act, 1958

41. Simplification: The Next Move Developing Compliance Management Tools 42. 43. 44. 45. 46. UnsystematicComplianceSystem the aftermath 47. 80% 20% Traditional Role Strategic Role Filing forms & Applications Registers & Returns Checklists Good Compliance Risk Mitigation Corporate Governance 48. Let IT works for you. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 20% 80% Traditional Role Strategic Role Filing forms & Applications Registers & Returns Checklists Good Compliance Risk Mitigation Corporate Governance 60. 61.

Easy Compliance

Impossible Non- Compliance

62. Company Secretaryare like back boneof any Compliance Management Systemto any organisation and with itsProactive Approach & Intelligencemake an organisation front runner in its field 63. MAKING YOUR COMPANY DIFFERENT & LEADING TOWARDS EXCELLENCE 64. HAPPYCOMPANY XCELLENCE HAPPYMANAGEMENT HAPPYINVESTORS HAPPY SUPPLIERS HAPPY REGULATORS HAPPY CUSTOMERS 65. The Conclusion is . Make Your CompanyGOOD GOVERNED COMPANY 66.