COMPLIANCE MANAGEMENT AND DUE DILIGENCE

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© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA TIMING OF HEADQUARTERS Monday to Friday Office Timings – 9.00 A.M. to 5.00 P.M. Public Dealing Timings Without financial transactions – 9.30 A.M. to 5.00 P.M. With financial transactions – 9.30 A.M. to 4.00 P.M. Phones 4150444,45341000 Fax 011-24626727 Website www.icsi.edu E-mail info@icsi.edu Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi Printed at Tan Prints/August, 2013/2000
(iii) PROFESSIONAL PROGRAMME SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE Due diligence is an investigative process for providing the desired comfort level about the potential investment and to minimize the risks such as hidden uncovered liabilities, poor growth prospects, price claimed for proposed investment being on higher side etc., In general due diligence process is transaction based. Secretarial Audit is a process to check compliance with the provisions of various laws and rules/ regulations/procedures, maintenance of books, records etc., by an independent professional to ensure that the company has complied with the legal and procedural requirements and also followed the due process. It is essentially a mechanism to monitor compliance with the requirements of stated laws. Compliance management is the method by which corporate manage the entire compliance process. It includes the compliance program, compliance audit, compliance report etc. and in other words it is called compliance solution. Secretarial Audit and Compliance management are the routine tools for effective governance. Compliance management is to be in built into the corporate system to avoid non compliances and the Secretarial audit is carried out on periodical basis by an independent professional. Due diligence is a pre-emptive tool to assess a business transaction. Due diligence process includes examining all aspects of a company including manufacturing, financial, legal, tax, IT systems, labour issues, checking for regulatory issues as well as understanding issues related to IPR, the environment and other matters such as contractual documentation, litigation, ownership of movable, fixed and intangible assets. Further Adoption of secretarial standards issued by the Institute of Company Secretaries of India(ICSI) help the corporates in better compliance management and is indeed an effective governance tool. The paper on Secretarial Audit, Compliance Management and Due Diligence has been introduced to enable the students to understand the concepts and technicalities of due diligence whether transaction based or pertaining to issue of financial instruments etc. the importance of Secretarial Audit and Secretarial Standards. This study would also through light on secretarial standards, checklists under secretarial audit, compliance management systems etc. This paper warrants continuous updation in terms of legislative changes made to laws from time to time. Students are advised to keep themselves abreast of latest developments by regularly resorting to reading of various regulatory websites/economic dailies and additional source materials concerning corporate world. Students are also advised to read regularly the ‘Student Company Secretary’/ ’Chartered Secretary’ wherein all important regulatory amendments are reported regularly. In the event of any doubt, students may write to the Directorate of Academics and perspective planning of the institute for clarification at sacmdd@icsi.edu and sudhir.dixit@icsi.edu. Although care has been taken in publishing this study material, yet the possibility of errors, omissions and/or discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall not be responsible for any errors, omissions and/or discrepancies or any action taken in that behalf. In the event of any doubt, students may write to the Directorate of Academics in the Institute for clarification. Should there be any discrepancy, error or omission noted in the study material, the institute shall be obliged if the same is brought to its notice.
Page 1: STUDY MATERIAL PROFESSIONAL PROGRAM
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Lesson 4 DUE DILIGENCE — AN OVERV
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Lesson 6 DEPOSITORY RECEIPTS DUE DI
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Lesson 8 COMPETITION LAW DUE DILIGE
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Lesson 11 ENVIRONMENTAL DUE DILIGEN
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Lesson 12 SEARCH/STATUS REPORTS LES
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PROFESSIONAL PROGRAMME SECRETARIAL
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PROFESSIONAL PROGRAMME Test Papers
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Test Papers 361 TEST PAPER 3/2013 T
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