Legal & Statutory Compliances

1. Corporate Governance Legal & Statutory Compliances Opportunities & Constraints Pavan Kumar Vijay

2. What is Corporate Governance??

3. Corporate Governanceis a processto achieveCorporate Excellence

4. Corporate Governance rests with the Vision and Perception of the Leadership

5. and A Leader need to adopt a Vision for Corporate Governance

6. application of best management practices, compliance of law in letter and spirit and for sustainable development of all stakeholders” Corporate Governance ”Corporate Governance is the adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility The Institute of Company Secretaries of India

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

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

9. Principles of Corporate Excellence Fairness to all stakeholders Mutual Trust, Transparency and Togetherness Unrestricted Communication and Continuous Feedback Sharing Knowledge, Success Stories and Experience Sharing Happiness and Concerns

10. Infact, these principles are the foundation of Best Governed Organisations irrespective of their form and size

11. Advantages of applying Best Corporate Governance Practices

12. Growth Growing Revenues Growing Profits Growing Market Value

13. Widening Customer Base Ready Market for New Products Widespread Goodwill and Brand Reputation Access to Global Markets Better Access to Human Capital

14. CUSTOMERS INVESTORS EMPLOYEES Enhanced Trust and Confidence of all Stakeholders GOVERNMENT AND REGULATORS SUPPLIERS SOCIETY

15. Leading to…

16. Environment SUSTAINABLE DEVELOPMENT Business Society Civil Society

17. Companies that have followed principles of Corporate Governance have

18. Consistently earned high returns, increased their net worth and enhanced their shareholders wealth

19. Invested significantly in proactive research and development

20. Developed people into ‘achievers’ than just ‘performers’

21. Dealt ethically with customers, government and business partners

22. Maintained and updated their professional management culture, system and processes

23. ..and accomplished

24. WINNING EMPLOYEES GROWING INVESTORS DELIGHTED CUSTOMERS HAPPY SOCIETY XCELLENCE TRUSTED SUPPLIERS SATISFIED GOVERNMENT AND REGULATORS

25. Professional’s Role & responsibility For achieving Corporate Excellence

26. Excellence in Corporate Governance leads to National Excellence National Excellence Social Excellence Corporate Excellence Excellence in Corporate Governance

27. Professionals are acting as Catalyst in applying best practices in Corporate Governance

28. Professionals are adequately developed to take this challenging job

29. We have to Commit our self for well-being and progress of all stakeholders Which is our age old mantra

30. Satyam Vada Dharmam Chara - Taittariya Upanishad

31. “Forever speak thetruth and follow thedharma”

32. Truth : Disclosure of Actual State of Affairs (Transparency in operations and transactions)

33. Dharma: “Dharma is for the stability of society, the maintenance of social order and the general well-being and progress of humankind.” - Karna Parva of the Mahabharata. Verse-58 in Chapter 69

34. This is our own age old mantra of Good Governance

35. Professionals are expected to use their Capacity, Knowledge and Resources TOWARDS Dharma Maximisation of stakeholders’ value and well-being and progress of humankind THROUGH Truth Transparency, accountability and truthful disclosure of state of affairs

36. Through • Ethical Behavior • Unmatched Competency • Multifacet effective value addition • Expert knowledge & implementation • Competent services • International standards

37. To implement Corporate Governance process which lead to…

39. Clause 49 of the listing agreement Tries to manage this process…

40. Clause 49 of the Listing Agreement

41. Clause 49 of the Listing Agreement

42. Clause 49 of the Listing Agreement

43. Clause 49 of the Listing Agreement

44. Clause 49 of the Listing Agreement

45. Clause 49 of the Listing Agreement

46. Clause 49 of the Listing Agreement

47. Clause 49 of the Listing Agreement

48. Clause 49 of the Listing Agreement

49. Clause 49 of the Listing Agreement

50. Clause 49 of the Listing Agreement