Call Us: 0 90070 70240
Email Us: info@complianceinfotech.com

  • image01
    › Are you sure you are complying with all the laws & regulations?
  • image02
    › We are under so much of pressure
       how do we ensure a fully controlled process?
  • image03
    · Avoid fines & penalties
    · Avoid civil & criminal prosecutions
    · Avoid show cause & strictures
    · Avoid de-listing & risks
  • image04
    · Legal compliance is a pre-requisite for good governance
  • image05
    › Install Comply49®
    › Be Compliant
  • image06
    › Free Consultation
    › Product Demonstration

Legal Compliance & Governance

• Legal compliance is a pre-requisite for good governance

• Governance is an overall strategy while legal compliance is an operational plan of action

• Governance norms endeavour to ensure legal compliance

• Overall governance practices are guided by legal compliance practices


Legal Updates

Expanded definition of 'infrastructure facility'- replaced by 'harmonised master list of infrastructure sub-sectors':

Insurance Regulatory and Dvelopment Authority (IRDA) mandates, both for life and non-life insurance,to invest a certain percentage in infrastructure which includes highway, bridge, airport, port, railways, road transport system, water supply project, irrigation projects, industrial parks, water treatment system etc.

ROLE OF COMPTROLLER AND AUDITOR GENERAL (CAG) FOR PSUs:

The Comptroller and Auditor General (CAG) is responsible for oversight of financial health of Public Sector Units. Section 143(5) of the Companies Act, 2013 provides that in the case of a Government company, the Comptroller and Auditor-General of India shall appoint the auditor and direct such auditor the manner in which the accounts of the Government company are required to be audited and thereupon the auditor so appointed shall submit a copy of the audit report to the Comptroller and Auditor-General of India.


Knowledge Partner

M.K. Ghosh & Co. a 50-year old legal service firm and a leading provider of Legal Research, Regulatory Compliance and Legal Audit services in India with great combinations of legal expertise, highly skilled law professionals, superior innovative quality and serving the leading Corporates, Public Sector Undertakings including Maharatna, Navaratna and Miniratna Companies as well as small and medium-sized industries.
.

Architecture of Comply49®

The design of Comply49® is based on Client/Server Architecture.

The client/server characteristic describes the relationship of cooperating programs in an application. The server component provides a function or service to one or many clients.

The client/server model is a computing model that acts as a distributed application which partitions tasks or workloads between the providers of a resource or service, called servers, and service requesters, called clients. Often clients and servers communicate over a computer network on separate hardware, but both client and server may reside in the same system. A server machine is a host that is running one or more server programs which share their resources with clients. A client does not share any of its resources, but requests a server's content or service function. Clients therefore initiate communication sessions with servers which await incoming requests.

Schematic clients-server interaction

A client/server network involves multiple clients connecting to a single, central server. The file server on a client/server network must have robust hardware configurations to handle large volumes of client service requests. Hence servers usually are high speed computers with large hard disk capacity.

Knowledge

Why Legal Compliance?

Companies face review from a variety of sources. Some are under review by multiple Central agencies and State agencies. Companies deal with different regulations in every state.
Companies are subject to increasing external review and scrutiny on legal and regulatory issues for safety and soundness and compliance with various laws.
Outside of the financial arena, there are environmental regulations, safety concerns, the measurement of biometric risk for consumers or home-owners, and a whole host of frequently conflicting requirements that require a broad view of commercial-governmental interactions.
We help with the examination of complex issues and an understanding of how to manage and make the review of regulatory requirements, a potential source of revenue for a Business House.
Which helps in avoiding fines, penalties, prosecution, imprisonment, show-cause, strictures and de-listing of the company.

Revised Clause 49 of the Listing Agreement

Amendment to Clauses 35B and 49 of the Equity Listing Agreement-SEBI has revised Clause 49 of the Listing Agreement pertaining to corporate governance vide its latest circular- CIRCULAR CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014: It highlights important changes in the corporate governance norms after notification of the Corporate Governance on March 27, 2014 under the Companies Act, 2013 enacted on August 30, 2013. The requirements under the new Companies Act, 2013 and the rules notified there under would be applicable for every company or a class of companies (both listed and unlisted). Reviewing the provisions of the Listing Agreement with the objectives to align with the provisions of the Companies Act, 2013 and to adopt best practices on corporate governance framework more effective the SEBI revised Clause 35B and Clause 49 of the Equity Listing Agreement. The revised Clause 49 to be applicable to all listed companies with effect from October 01, 2014.

• The revised clause 49 is mandatory to comply not only for the listed companies (including PSUs), but also for other body corporates, to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant regulatory authorities.

• Quarterly compliance report needs to be submitted to the Stock Exchanges within 15 days from the close of quarter, which is required to be signed by the CEO / Compliance Officer.

Thus it requires :
* Identification of all applicable laws to the Company
* Listing of compliance requirements
* Preparation of unit-wise checklists
* Examining the extent of actual compliance
* Identification of instances of non-compliance
* Identification of left-out areas
* Preparation of quarterly report
* Review of the report by the Board
* Submission of quarterly report to Stock Exchanges

Corporate Governance Guidelines issued by the Department of Public Enterprises (DPE)

Moreover, Guidelines issued by the Department of Public Enterprises (DPE) are mandatory for both listed or unlisted Central Public Sector Enterprises (CPSEs). DPE by its Office Memorandum dated 6th September 2012 circulated revised format for grading Central Public Sector Enterprises (CPSEs) on the basis of their compliance of guidelines on Corporate Governance. The guideline para -1.5 deals with review of compliance of laws with indicatory point-

whether the Board periodically review compliance reports of all laws applicable to the company as well as steps taken by the company to rectify instances of non-compliances?

The guideline para-6.1 deals with report on corporate governance in company's annual and periodical report with separate section on compliance focusing impaction on corporate governance such as legal and environmental issues, commitment to work force and local communities.

The guideline para-6.2 deals with compliance certificate from the auditors and / or practicing company secretary regarding compliance of corporate governance as per guidelines indicator.

In guidelines para- 6.5 emphasis has been given on timely submission of grading report in respective format to respective administrative ministry.

Therefore a Legal Compliance Management System is essential for Corporate Governance which protects the interest of the directors, officers of the company, customers, employees and investors. It also helps in eliminating risk of unwarranted legal actions by the law-enforcing agencies and ensures better risk management, avoids prosecution for late filing of returns, de-listing, increased public disclosures and penalties.

Legal & Regulatory Compliance Management Solution

Compliance Infotech has reached greater heights in providing legal and regulatory compliance management solutions and developed Comply49®, a comprehensive Web based Compliance Management System with periodical online data updates with advanced facilities for e-filling, e-reporting, auto updating of laws, compliance calendar, pop-up reminders,status updates with references to all the required Acts/Rules/Regulations/Guidelines, Forms and Checklists by a highly qualified, skilled and experienced team of legal and technical experts for the first time in India.

Legal Compliance Management system of Comply49® ensures compliance of all the applicable laws and regulations which results in high level of compliance across the organization and results in good governance with a proactive approach and a sense of responsibility and accountability within the organization.

How can the Board conduct a periodic review of the compliance reports ?

The Board may periodically review the compliance reports by ensuring that:
a. the company has a legal compliance reporting system which deals with all the laws applicable to the Co.
b. initial compliance reports from executives are obtained at operating levels.
c. the compliance officer has submitted the consolidated compliance report to the M.D./C.E.O., and the same is placed periodically to the Board.

Legal Compliance: a complex and specialised process

• Number of applicable rules/laws is becoming more complex and technical.
• New laws are continually increasing and thus, the numbers of rules/laws we need to test continuously expand.
• Increased scrutiny of industries by regulators and law enforcement agencies.
• Substantial fines, enforcement actions, negative publicity, business restrictions and/or suspensions (i.e., agreements, non-prosecution agreements, etc.) are commonplace.
• Business and regulatory conditions require increased Compliance activity and focus on reputational risk issues.
• Global developments.

Penal Provisions of laws

Where an offence under this Act has been committed by a company, every person who, at the time the offence was committed, was in charge of, and was responsible to, the company for the conduct of the business of the company as well as the company shall be deemed to be guilty of the offence and shall be liable to be proceeded against and punished accordingly..

When Complied

Protect the interests of various stakeholders
Avoid legal action by law-enforcing agencies
Avoid Fines, Penalty, Prosecution, De-listing etc.
Lay down effective internal control systems & practices.
Strengthen corporate governance.
Ensure continuity of business smoothly.

Global Regulatory Compliance

These days, products must meet a variety of regulatory requirements to ensure that they are Legally Compliant when they enter markets.
International Retail Chains that source from India insist that vendors go through the Legal Compliance Audit and produce a certificate of compliance.
Eliminate the complexity of Global Regulatory Compliance & easily extract data to meet country-specific reporting requirements.
Unfortunately, we have recently seen an increasing number of Legal Proceedings and product recalls (usually cross-country) dealing with major damage and conflict situations which not only have a major impact on a firm's corporate image, but also have a very concrete effect on the corporate financial position. The questions which always arise in these instances are: How could this happen? And, who should be responsible in the final analysis? And, how can these kinds of situations be avoided in the future?