1. NURTURING & DEVELOPING THE
EMERGING AREAS OF PRACTICE
Corporate Governance & Corporate
Compliance Management

2. “In this fast changing world…
opportunities are unlimited …,
and future belongs to those …
who grasp these opportunities before they become a necessity.”

3. Emerging Scenario

4. Emerging Scenario
Globalization
Common Law
Single window
Interface
e- Governance
Simplified Law

5. Globalization
What is Globalization
Interaction Integration
People Business Companies Laws
Thus, it is a process driven by international trade and investment
and aided by information technology

6. Impact of Globalization
In WTO regime, Globalization will lead to
Commonality of Law

7. And
Common Law will lead to
Global Competition

8. Globalized Scenario
 International Corporate Governance
 International Common Regulatory Framework
 Global Outsourcing of services
 Global work culture
 Quality of Competition

9. Globalization Challenges
 Quality of Service
 Time Commitment
 International Operational Infrastructure
 Qualitative competition among professionals
 Adherence to International standards

10. e- Governance
What is e-governance?
Use of Information Technology
For Simplification Uniformity & For increasing
Service Delivery
of Laws Transparency Efficiency

11. Impact of e- Governance
Simplified IT Driven
Laws Services

12. Simplified IT Driven Shift of
Laws Services Focus

13. e-governance & IT Scenario
Seamless Integration of National & International Business
From anywhere – Small village to big cities
At anytime – Early morning to midnight.
In any manner – Internet, Mobile, PDA, etc
24 X 7 Online Services
Real-time Due Diligence, Rating and Compliances
Global Data Banks

14. Impact of e-governance
 IT Driven regulatory procedures
 Minimization of procedural steps
 Minimization of Non-compliances
 IT Driven compliance services
 Strategic Role of all professionals
 Global services

15. Single –window Interface
Single window interface
implies
Complete services under one umbrella

16. In the emerging scenario of ..
Globalization,
Common Law,
e-governance,
Simplification of Laws &
Single Window interface …
“Opportunities are unlimited …”

17. “And
Success will come only when preparation meets opportunity…”

18. Preparations for success in Emerging
Scenario…
Corporate Corporate
Governance Compliance
Management
Emerging Opportunities

19. “Not only opportunity
but
Corporate Governance
&
Corporate Compliance Management
are demands of Emerging Scenario…”

20. Corporate Governance
(CG)
An Emerging opportunity in
Emerging Scenario

21. Corporate Governance
“CORPORATE GOVERNANCE
is creation of a culture of
consciousness, transparency and openness.
It refers to combination of laws, rules, regulations, procedures and
voluntary practices to enable the companies to maximize the long-term
shareholders value, customer satisfaction and wealth.”

22. Corporate Governance Framework
Wealth Creation Wealth Management Wealth Sharing
?
Distribu-
tion Happiness and
Output – Input Prosperity of all
= Wealth Created Stakeholders
SUPPLIERS
Adequate Returns
Reinvestment
Enhanced
Capabilities HUMAN ASSETS
Adequate
Remuneration
Sustainability
CUSTOMERS
Affordable Prices
Research and
Development
PUBLIC
HR Development
Payment of Taxes and
Infrastructure
Partnership in National
Risk Management Development Projects
Best Management Practices are Vital Here Law and Ethics are Vital
Here

23. Stakeholders in Value Chain
ROLE OF STAKEHOLDERS
Supply Funds, Value Addition and Give Opportunity to Co.
Materials and Services Management of to Satisfy their Needs
Resources
SUPPLIERS HUMAN
CUSTOMERS
RESOURCE
Adequate Returns for Adequate Salary and Best Quality Products
Funds, Material and Security for leading a and Customer Care at
Services Supplied Happy Life Minimum Prices
EXPECTATIONS OF STAKEHOLDERS
Potential Suppliers, Human Biological, Economic and
Resources and Customers PUBLIC Cultural Environment
PUBLIC EXPECTS PARTNERHIP FOR SUSTAINABLE DEVELOPMENT

24. Significance of CG
The significance of Corporate Governance lies in the fact that its
absence can undermine economic and financial stability…

25. Significance of CG
Entry of Best Transparency in
Talent & Skill operations
Creation of Brand Consciousness to
Image In nutshell… adopt best
practices
Higher Valuation GLOBAL
GROWTH Widened
International opportunities of
Tie-ups services
Easier Access to Confidence of
capital (FII, VCF, domestic &
Foreign Markets) international investors

26. Who shall take responsibility
A person who possesses the knowledge of
Law + Management

27. Law + Management
Corporate Corporate
Planning Communication
Legal Human
Resources
Knowledge of …
Finance and Marketing
Accounts
Production Information
And operations Technology

28. But who possesses knowledge of
Law + Management

29. Financial, Treasury &
Corporate Laws
Forex Management
Commercial Laws
Strategic
Management,
Taxation Laws
Alliances &
International Trade
Accounting Laws Company
Securities Laws Secretary Governance,
Business Ethics &
Sustainability
Corporate Restructuring
& Insolvency Laws
Due Diligence &
Corporate
Economic & Labour
Compliance
Laws
management
Law + Management

31. Role of ICSI
to create
Brand Affiliation of CS
With Corporate Governance

32. Implementation Strategies
 Change mind set of Yourself and Promoters
 Show Success story of Good Governance of other companies….
 Show the VALUE CREATION
 Create transparency in your dealing
 Follow good governed Board practices
 Compliance of Law in LETTER AND SPIRIT

33. Role of ICSI
ICSI has taken the responsibility to develop the concept of Corporate
Governance.
“ Corporate Governance is the application of best management
practices, compliance of law in true letter and spirit and adherence to
ethical standards for effective management and distribution of wealth
and discharge of social responsibility for sustainable development of all
stakeholders.”
-The Institute of Companies Secretaries of India

34. ICSI efforts for CG
 Vision & Mission
 Vision- “To be global leader in development of professionals
specializing in corporate governance"
 Mission- "To continuously develop high caliber professionals
ensuring good corporate governance and effective management
and carry out proactive research and development activities, for
protection of interest of all stakeholders, thus contributing to public
good“

35. ICSI efforts for CG
 Award for Corporate Governance
 Post – Membership course in Corporate Governance
 Revision of course curriculum.
 Increasing number of programmes & Seminars
 Representations before International Regulatory Authorities for
recognition of CS as a Professional for ensuring Corporate
Governance

36. Future Endeavors
 Secretarial Standards on Corporate Governance
 Guidance note on Corporate Governance Practices
 Branding of CS ascertained with Corporate Governance
 Industry & Corporate Tie-ups

37. Corporate Governance is not about just doing the compliances.
CG is about Managing the Compliances.
“Managing Compliances is different from Just doing compliances”

38. Corporate Compliance
Management (CCM)
Another Emerging
opportunity in Emerging
Scenario

39. Corporate Compliance Management
Corporate Compliance Management
is nothing but the
Opportunity
Lying in
„Compliance of All applicable laws‟

40. Present Status of Compliance Services
High • Company Law
• Listing Agreement & Securities
Medium
Laws
Low • All other Laws

41. Implementation of Compliance Services with
Corporate Compliance Management
The Five step process …
Step I : Understanding the Company
Step II : Identification
Step III : Evaluation
Step IV : Assessment
Step V : Compliance Structure

42. Step I : 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

43. Step II : Identification Process
General application of laws
Sectoral applications
Industry / Segment applications
Geographical applications
Number of Employees
Transaction applications

44. General application of Laws
Corporate Laws
Taxation Laws
Industrial & Labor Laws
Securities Laws

45. Sectoral application of Laws
Sector
Public Private
Service Manufacturing Trading

46. Industry/ Segment wise application of Laws
Capital Market And
Tourism And Hotel Financial Services
Its Intermediaries
Textiles Banking And NBFC
IT Enabled Drugs, Pharma
Services And BPO And Healthcare
IT Solutions Capital Goods
Infrastructure, Agriculture And
Power And Telecom Food Processing
Media And Engineering and
FMCG
Entertainment Construction

47. Geographical application of Laws
Global
Operations
Indian Operations

48. Step III – Evaluation of Compliance Timings
Compliance
Timings
One Time Fixed/Regular Event based

49. Step IV - Assessment
Identify the gap between the present
compliance system and the results of
evaluation process

50. Step V : Creation Of Compliance Structure
 Establishing Controls & Standard
 Delegation of Responsibility
 Analysis & Assessment
 Compliance Reporting

51. Compliance Management Tools
 Checklists
 Due Diligence
 Softwares
 Data banks
 Research & Updations

52. Case Study
CCM in Corporates

53. Explaining the Process
Understanding The Company
CEMENT INDUSTRY
• Public Limited Company
• Listed Company – BSE, NSE
• Manufacturing & Trading
• Exporting Company
• 10,000 No. of Employees (Approx.)
• Units Located at Bhubaneswar, Rajnagpur

54. Explaining the Process
Identification of Applicable Laws
On the basis of General Corporate Information – Public Company, Listed at BSE,
NSE
• Companies Act, 1956
• Income Tax Act, 1961
• SEBI (Insider Trading) Regulations, 1992
• SEBI (Substantial Acquisition of Shares & Takeovers) Regulations,
1997
• Listing Agreement

55. Explaining the Process
Identification of Applicable Laws
On the basis of Sector – Manufacturing and Trading
•National Environment Policy
•Environment (Prevention of pollution control) Act, 1986
•Central Excise Act

56. Explaining the Process
Identification of Applicable Laws
On the basis of Type of Industry – Cement
•Cement (Quality Control) Order, 2003
•Limestone and Dolomite Mines Labour Welfare Fund Act, 1972
•Mines and Minerals (Development and Regulation) Act, 1957
•Mineral Conservation and Development Rules, 1988
•Metalliferous Mine Regulations, 1961.
•Explosives Act, 1884

57. Explaining the Process
Identification of Applicable Laws
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

58. Explaining the Process
Identification of Applicable Laws
On the basis of Activities – Exporters, Deals in foreign Exchange
•FEMA, 1999
•Foreign Trade Policy
•Customs Act

59. Explaining the Process
Identification of Applicable Laws
On the basis of location
•Shops and Commercial Establishments Act
•Value Added Tax
•Labour Laws

60. Role of ICSI
 To initiate more Programmes and Workshops
 To increase the Horizon of Institute
 To increase the strength of Members
 Focus on other Laws
 Get a good brand – CORPORATE COMPLIANCE MANAGEMENT

61. Thus, Opportunities are Unlimited …

62. Its just a matter of
Creativity, Confidence and Communication …

63. …and also Perception and Positive Thinking

64. So now, we need to prepare ourselves to create niche in the
emerging scenario …

65. Globalization Brings Opportunities

66. Globalization - Pessimist Perception
Threat of Invasion of Service Sector by Foreign Giants

67. Globalization - Optimist Perception

68. But merely optimism will not do
optimism with Confidence & Right Attitude will …

69. The emerging scenario requires us to reinvent everything - to think of
ourselves as compared to others …

70. Go IT …
“Adopt technology to defeat technology”
is the latest survival mantra ….

71. Go IT …
 Reduce time consumption in repetitive tasks.
 Devote more time on Strategic analysis, value additions and
planning.
 Use on-line regulatory services.
 Make use of exhaustive databases, checklists, research papers
available online.
 Manage multiple tasks through IT.
 Use IT to shorten procedure and shift to STRATEGIES and PLANNING.

72. To become
A Strategic Manager
&
A Corporate Planner

73. Learn
The 80:20 Theory

74. Present Focus of Services
20%
Strategy
Management
Research
80%
Filing forms & Applications
Registers & Returns
Checklists

75. Focus of services in emerging Scenario
80%
Strategy
Management
Research
20%
Filing forms & Applications
Registers & Returns
Checklists

76. See the Horizon Beyond Company Law
Its time to go beyond the pre-defined framework.
Always say „YES‟, its my area of work

77. “Jumping at several small opportunities may get us there more quickly
than waiting for one big one to come along.”

78. Move with a Direction
Services Provided by an Ordinary PCS Move with a new Direction
No
Direction
Piecemeal
services

79. Single Window interface call for Synergy of
Brand
Knowledge
Capital
Infrastructure
Collaboration is the buzz word …

80. Corporate
Laws
Brand Economic
Growing
Synergy Taxation Laws Quality
of Revenues
Laws Service
Knowledge
Single
Synergy WTO & IPR
Window
Interface Growing
International
Infrastructure Trade Law Customers
Synergy Global
IT & BPO Presence
Capital Management
Synergy Consulting
Growing
Finance and
Accounting Nations
Commerce CS + CA +
CWA + MBA
+ LLB
Collaborative Commerce

81. “Problems becomes opportunities,
when right people come together …”

82. Advantages Collaborative Commerce
Enhanced Capability to compete with Global giants
Global Reach
Brand leverage
Wider Area of Expertise
Risk Minimization
Active Networking and Public Relations
Attraction of best talent

83. "We do not have to become heroes overnight…
Just a step at a time, meeting each thing that comes up, seeing it is not as
dreadful as it appeared, discovering we have the strength to stare it
down."

84. Quality Brand Building
Knowledge Quality Image

85. Opportunities have knocked your door …

86. But still …

87. You have to get off from your seat and open
the door….”

89. … and if Opportunity does not knock
your door….”

90. build the door….”

91. Thank You …