Date post: | 06-May-2015 |
Category: |
Business |
Upload: | pavan-kumar-vijay |
View: | 304 times |
Download: | 0 times |
Total Compliance Solutions
Role of Professionals
Pavan Kumar VijayPavan Kumar Vijay
In providing
By
A famous quote…
Every RIGHT implies a RESPONSIBILITY;
Every OPPORTUNITY, an OBLIGATION;
Every POSSESSION, a DUTY.
- John D Rockefeller Jr.
RESPONSIBILITYRESPONSIBILITY
OBLIGATIONOBLIGATION
DUTYDUTY
Compliance of Rules,
Regulations &
Laws of the Land
CORRESPONDS TO
Compliance of Rules, Regulations & Laws of the
Land
Good Corporate Governance
-The Institute of Company Secretaries of India
”Corporate Governance is the
application of bestmanagement
practices,compliance of law in letterand spirit and adherence to ethical standards
for effective management and distribution of wealth
and discharge of social responsibilityfor sustainable
development of all stakeholders”
Management Perception
Most of us can read
the writing on the wall;
We just assume it’s
addressed to someone else.
- Ivern Ball
Role of Professionals
TO TO CHANGECHANGE
THE THE MINDSETMINDSET
To let management understandOutstanding 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
…Only the culture of
Strict adherence to Good Governance can keep a company
Ahead on sustainable basis
Example – INFOSYS, DABUR, TISCO, CIPLA
Transformation of
INDIVIDUALITY to PERSONALITY
Through PSYCHO-SOCIAL Evolution
“Tasmat Yogi Bhav, O Arjuna”
“Tasmat Yogi Bhav, O Arjuna”
Professional’s role to show the right way
Management deliberation/confusion
on right & wrong
To made management realize GOOD GOVERNANCE
is the process
to convert
Your CUSTOMER
into
Your BRAND AMBASSADOR
To made management cautiousabout ACCOUNTABILITY
which a company owes to
shareholders,
workers,
creditors,
customers,
government &
Other public at large
CHALLENGES BEFORE THE PROFESSIONALS
Designing effective & user friendly
COMPLIANCE MANAGEMENT SYSTEMto lay down strong foundation for
GOOD GOVERNANCE
IMPLEMENTING EFFECTIVE
COMPLIANCE MANAGEMENT SYSTEM
Statutory Obligations Clause 49 of listing agreement requires
compliance of all applicable laws Compliance Certificate require
confirmation to applicable norms Statutory /Tax audit confirming
standards laid down Proactive role played by independent
/nominee directors
Role of Professionals to be a Communication Channel
COMPANY POLICIES
OPERATIONAL PLANNING AND EXECUTION
DIR A DIR B DIR C DIR D DIR E
BOARD OF DIRECTORSBOARD OF DIRECTORS
CORPORATEPLANNING
LEGALFINANCE AND
ACCOUNTSHUMAN
RESOURCESCORPORATE
COMMUNICATIONPRODUCTION
AND OPERATIONSMARKETING
INFORMATION TECHNOLOGY
DEPARTMENTS IN A COMPANY
EXTERNAL STAKEHOLDERS
INVESTORSINVESTORS
GOVERNMENT AND REGULATORS
GOVERNMENT AND REGULATORS
SOCIETYSOCIETY
SUPPLIERSSUPPLIERS
CUSTOMERSCUSTOMERS
LENDERSLENDERS
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
COMPANY POLICIES
OPERATIONAL PLANNING AND EXECUTION
DIR A DIR B DIR C DIR D DIR E
BOARD OF DIRECTORS
CORPORATEPLANNING
LEGALFINANCE AND
ACCOUNTSHUMAN
RESOURCESCORPORATE
COMMUNICATIONPRODUCTION
AND OPERATIONSMARKETING
INFORMATION TECHNOLOGY
DEPARTMENTS IN A COMPANY
EXTERNAL STAKEHOLDERSProfessional
INVESTORSINVESTORS
GOVERNMENT AND REGULATORS
GOVERNMENT AND REGULATORS
SOCIETYSOCIETY
SUPPLIERSSUPPLIERS
CUSTOMERSCUSTOMERS
LENDERSLENDERS
To work as Communica
tion Channel
Professional need to Analyze & Understand
Different Corporate Structures
Public SectorUndertakings
Private LimitedCompanies
Trusts And NGOs
Coop Societies And Producer Companies
Municipal Boards
Semi-governmentOrganisation
Unlisted PublicCompanies
Listed PublicCompanies
Different Scale of Operations
SMALLSCALE
MEDIUM
SCALE
LARGE
SCALE
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 AndFood Processing
Capital Goods
Drugs, Pharma And Healthcare
Banking And NBFC
Financial Services
Applicable Laws Applicability Factors
General / applicable on allBusiness Specific Industry Specific
Company LawTaxation Laws
Labour Laws Industry laws
Service
Trading
IT
Pharma
Manufacturing Textiles
Preparation for ImplementingCompliance Management System
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
Compliance Reporting Coverage- Company law- Securities laws - Taxation laws - Industry Laws- labour Laws- Environmental laws - IPR Laws - Sector Specific Laws- Area/State Specific Laws
Identifying Compliance Timings
Compliance Timings
Fixed / Regular Event Based
Fixing Compliance Hierarchy
Compliance Manager
Area Head
Factory Head
Departments Head
Process Incharge
Compliance Management Process
Checklists
Date wiseAct wise
Compliance Management Tools
Software
triggering information input
triggering date & time
IMPLEMENTING EFFECTIVE COMPLIANCE MANAGEMENT SYSTEM
A CASE STUDY
IT IT Industry Industry
specialty about industry Confidentiality Issues
Between client & companyBetween 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
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
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
Compliance Management System TO COVER Companies Act Meetings – board, AGMAccounts / annual return filingsChanges in constitution / managementRegistration of charges
Income TaxTDS Deductions, payments, filing of return Advance taxPreparation of B/s & Filing of return
FEMA – FDI Procedures & disclosers
Labour Laws Filing of return, Payment of dues like PF,
gratuity IPR – Registration, delegation & protection SEBI
Disclosers, Corporate governanceESOP, insider trading bur back takeover etc.
Local Laws Renew licences, maintain attendance, leave
records STP – filing of returns , Softex forms etc
Due diligence at regular interval to cross check the effectiveness of Compliance Management System
Different Types of Due DiligenceBusiness DD Legal DDHR DDEnvironmental DDSystems DDTax DDFinancial DDSoftware Ownership DD
Being Updated on Different Compliances Applicability & Keep Management Informed
Being updated Newsletters & Magazines
Chartered Secretary CA MagazineSEBI & Corporate Law Journal from Taxmann
Newspapers & Business News ChannelsET, FE, NDTV Profit, CNBC TV, IBN
Software carried automatic updating options Taxmann
Being Updated
Attending seminars & workshopsOrganized by ICSI, ICAI, CII, FICCI etc
Discussion e-GroupsCA ClubE-mindsCorps Club
Regular visits at Authority’s website SEBI, RBI, MCA, DIPP etc
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…
Thanking Youand all the best for implementing a sound and effective Compliance Management System for your organisation