Due Diligence and Corporate Compliance Management

CS: Professional Programme
Paper 7 : Due Diligence and Corporate Compliance Management
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

(i)	To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporateactivities.
(ii)	To provide expert knowledge about the Corporate Compliance Management

Detailed contents :

1.	Due Diligence
	Nature, objectives, significance and scope of due diligence; steps in the process of due diligence. Areas of Due Diligence • Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights issue, Employees Stock Option Plans (ESOPs), Preferential Allotment • Issue of debt (both long term & short term) such as debentures, bonds, warrants etc. • Takeovers and acquisitions • Setting up of business units in India and abroad • Setting up joint ventures • Compliance of Listing Agreement • Internal Audit of Depository Participants • Issue of Global Depository Receipts • Issue of Indian Depository Receipts • Legal Due Diligence
2.	Compliance Management
	Concept and significance; systems approach to compliance management; process of establishment of compliance management system; compliance in letter and spirit.
3.	Secretarial Audit
	Need, objectives and scope; process; periodicity and format for secretarial audit report; check-list under various corporate laws; share transfer audit; compliance certificate.
4.	Search / Status Reports
	Importance, scope; verification of documents relating to charges; requirements of financial institutions and corporate lenders; preparation of report.
5.	Securities Management and Compliances
	Meaning, need and scope; mechanism for self-regulation; advantages to company, regulator and investors.