Governance, Risk & Compliance Software
© 2013 eMinds Legal
Types of Compliances
Statutory Compliances
• Central and State Laws
Regulatory Compliances
• Industry specific laws
Internal Compliances
• Compliance with Policies, Code of Conduct etc.
Contract Compliances
Registration and Licenses
Assessments
Audit & Controls
2
Growing trends in Compliance
Digitization and E-Governance
Companies Act
RBI reporting
Trademarks
Social security compliances like PF, ESI etc.
Shops and Establishment Licenses
Stamp duties
STPI / SEZ compliances
• Focus on Self-Governance, Audits, Controls and Certification
• Huge Penalties, Imprisonment and consequences of cancellation of
business license
• Scrutiny and Vigilance
• Faster and stricter Legislative Changes: Companies Act, 2013, POSH,
GST, Insolvency and Bankruptcy Code, Wages Bill, Data Privacy Bill
etc.
3
Emerging Compliance Paradigm
SEBI imposes Rs1 crore fine on Apollo Serious Fraud Investigation Office
Tyres for non-compliance (SFIO) has sought prosecution
Live Mint: 9th July, 2014 against Subhinder Singh Prem, ex-
managing director; Vishnu Bhagat,
SFIO to grill KPMG officials in ex-chief operating officer and Jyoti
Reebok fraud case… Sagar, a noted lawyer who was an
independent director on the board of
Draft data protection bill provid Reebok India
es for Rs 15 cr fine for violation Business Standard: 5th March, 2014
GDPR fines
1) Up to €10 million, or 2% annual
global turnover – whichever is
higher. 2) Up to €20 million, or 4%
annual global turnover – whichever
is higher.
4
Emerging Compliance Paradigm
• Comply or Explain
• Comply or face penalties
• Comply or face imprisonment
• Comply or face closure of business
5
Why Compliance Framework?
Frequent Penalties and Liability of
Complex Laws Amendments Directors
Imprisonment
Non-Compliance not an option
for running sustainable businesses !!!
6
Responsibilities of Directors and KMPs
Directors Responsibility Statement (Sec 134 of Companies Act, 2013)
The directors certify as part of the Annual Board’s Report that they have devised
proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.
Internal Financial Controls: the Directors Responsibility Statement shall include a
declaration from Director that Internal financial controls being followed by the
Company are adequate and were operating effectively. (Sec 134(5))
Liability of Non Executive / Independent Directors (Sec 149)
Directors liable for act/ omission which occurred with their knowledge attributable
through Board Processes or with their consent or connivance or where they did not
act diligently.
Duties of Directors (Sec 166)
To exercise duties with due and reasonable care, skill and diligence and exercise
independent judgment.
All Directors may be liable to the Company for a loss that may arise from an
unconsidered failure of the Board.
Company Secretary responsible for reporting all Compliances to the Board in
all board meetings (Sec 203)
7
Are you managing your Compliances Effectively?
Are you able to keep real time track of changes in all applicable Laws?
Do you have a centralised monitoring system for tracking Compliances
across all entities, locations and departments?
Are your compliances always on time and without late fees or penalties?
Are your key compliance documents and challans properly stored and
accessible?
Do you report Compliances to your Board or Sr. Management on a monthly
basis?
Do you maintain a centralized repository of all your Contracts?
Are you able to pro actively track expiry dates of all Registrations
and Licenses?
Do you have a system to monitor Audit findings till closure?
8
Compliance Maturity Model
Phase 4
Mature
Compliance
Phase 3 Audits
Integrated
Compliance
Management Phase 2
Compliance
Limited Control
Monitoring
Half -Baked
Phase 1 Dept.
No Control Checklists
Ad hoc
Organizational Maturity
9
Building a World Class Compliance Framework
Identify Applicable Laws
Compliance Checklists of all Applicable Laws
Accountability for each Compliance
Monthly Compliance Calendar
Real time Compliance Dashboards
Quarterly Compliance Declarations
Alerts, Reminders & Escalations for Compliances
Compliance Committee
Monthly Legal Updates
10
Benefits of a Compliance Framework
Value creation
– Enhanced goodwill amongst stakeholders and business associates
– Enhanced creditworthiness
– Helps increased focus on governance, transparency & accountability
Risk Management
– Ensures compliance with various laws
– Helps to avoid penalties and prosecutions
– Minimizes Litigation
11
How Complinity Compliance Software can Help You
Compliance Legal Updates Contracts
Track and Monitor all Get real time Legal Updates Maintain repository of all
applicable Compliances for applicable Laws Contracts & track Expiry Dates
Registrations Litigations Assessments
Maintain repository of all Track all open Cases, Track and monitor all open
Registrations & Licenses Hearings and Legal Notices assessments
Secretarial Audit Insurance
Automate Corporate Track Audit Findings till Track all Insurances & get
Secretarial Function Closure Expiry Alerts
12
Sample Dashboards
13
Complinity USPs
14
About Us
We are a Technology Company specializing in Governance,
Risk & Compliance (GRC) powered by a Corporate Law Firm
5 Partners & 80+ professionals comprising CA, CS, Lawyers
and IT Professionals
300+ clients all over India
Co-founders
Sumit Pahwa Kapil K. Sharma
Partner, Legal Partner, Compliance
•Corporate Lawyer •Company Secretary and Corporate Lawyer
•20 yrs exp (1998-2018) •20 yrs exp (1998-2018)
•Formerly Head Legal - Barclays •Formerly GM – Coral Drugs
•Expert in Corporate Laws, Cyber crime, POSH, •Expert in labour laws, direct and indirect
IBC, NCLT taxation, compliance audits, frameworks etc.
•Author, Speaker •FCS, LLb, DBF
•FCS, LLb, DBF, MBA (FMS)
16
Co-Founders
Preeti Pahwa Hari Balasubramanian
Partner, Secretarial & POSH Partner, Complinity
•Company Secretary •Technology Professional
•20 yrs exp (1998-2018) •38 yrs exp. (1980-2018)
•Formerly CS- Sun Vacuum •Formerly CIO Modi Xerox & CEO, Usha Martin
•Expert in Corporate Laws and POSH matters •Member, Global Security Board, Apache group
• FCS, LLb •B Tech, MS (New York)
17
Building Relationships, not just Clients !!!
18