Company Secretaries Act,1980
Act No : 56
Section : THE SCHEDULE
SCHEDULE 2 THE SCHEDULE
[See sections 21(5) and 22]
PART 1
PROFESSIONAL MISCONDUCT IN RELATION TO MEMBERS OF THE INSTITUTE IN PRACTICE REQUIRING ACTION BY A HIGH COURTA Company Secretary in practice shall be deemed to be guilty of professional misconduct, if he-
(1) discloses information acquired in the course of his professional engagement to any person other than the client so engaging him, without the consent of such client, or otherwise than as required by any law for the time being in force;
(2) certifies or submits in his name or in the name of his firm a report of an examination of the matters relating to Company Secretarial practice and related statements unless the examination of such statements has been made by him or by a partner or any employee in his firm or by another Company Secretary in practice;
(3) permits his name or the name of his firm to be used in connection with any report or statement contingent upon future transactions in a manner which may lead
to the belief that he vouches for the accuracy of the forecast;
(4) expresses his opinion on any report or statement given to any business enterprise in which he, his firm or a partner in his firm has a substantial interest, unless he discloses the interest also in his report;
(5) deliberately aids in or abets the concealment in his report or statement of a material fact known to him although the disclosure of which is necessary to make such statement not misleading;
(6) fails to disclose in his report a material misstatement known to him and with which he is concerned in a professional capacity;
(7) is grossly negligent in the conduct of his professional duties;
(8) fails to obtain sufficient information to warrant
the expression of an opinion or makes exceptions which are sufficiently material to negate the expression of an opinion;
(9) fails to invite attention to any material departure from the generally accepted procedure relating to the secretarial practice;
(10) fails to keep moneys of his client in a separate banking account or to use such moneys for purposes for which they are intended.
PART 2
PROFESSIONAL MISCONDUCT IN RELATION TO MEMBERS OF THE INSTITUTE GENERALLY REQUIRING ACTION BY A HIGH COURTA member of the Institute, whether in practice or not, shall be deemed to be guilty of professional misconduct, if he-
(1) contravenes any of the provisions of this Act or the regulations made there under;
(2) is guilty of such other act or omission as may be specified by the Council in this behalf, by notification in the Official Gazette.
SCHEDULE A Performa
[See REGULATION 3] REGISTER OF MEMBERS1. Particulars of membership
(a) ACS No. and Date of entry in the Register
(b) FCS No. and Date of admission as Fellow 2. Name in full............................................
3. Date of birth...........................................
4. (a) Nationality....................................
(b) Domicile...........................................
5.
Qualifications..........................................
6. Address.................................................
(a)
Professional........................................
(b) Residential.........................................
7. Whether the member holds a certificate of practice.,...........................................................
8. Particulars of practice as Company Secretary.......................
(a) Certificate to Practice No.............................
(b) Date of effect.........................................
(c) Whether practising independently, in partnership, or employed in a firm of Company Secretaries in practice..........................
9. Whether holding a salaried employment, if not in practice..............
10. Change of address, if any..................................
11. Particulars of fees received...............................
12. Remarks.....................................................
SCHEDULE B
Schedule of Fees
[See Regn. 6 and 13] (Relating to Members)Particulars Amount (Rs.)
1. Entrance fee
(i) Associate [see REGULATION 6(1)] 300
(ii) Fellow [see REGULATION 6(2)] 200
2. Annual Membership fee
(i) Associate [see REGULATION 6(3)] 225
(ii) Fellow [see REGULATION 6(4)] 300
3. Annual certificate fee for holding certificate of practice [see REGULATION 6(5)] 200
4. Restoration fee [see REGULATION 13(2)] 50
PART 1
Syllabus for Preliminary Examination
[REGULATION 39(2)] Each paper will be of three hours duration and will carry 100 marks. The medium of writing the examination will be English;
provided that it shall be competent for the Council to permit, subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates, the use of Hindi as a medium of writing for any particular subject. Reasonable working knowledge of a graduate standard is expected of students in Preliminary examination in all papers).
1 English Part A-Grammar (40 Marks) Correct Usage (tested through knowledge about Prepositions, Tenses, Active and Passive Voice, Direct and Indirect Speech, Common Errors, etc.);
Formation, Types, Analysis and Synthesis of Sentences; Vocabulary (tested through knowledge of One-Word Substitutes, Synonyms and Antonyms; Numbers (Singular and Plural), Gender (Masculine and Feminine);
Diminutives and Primitives; Phrases, Idioms, Foreign Words and Phrases, etc. Punctuation. Part B-Composition
(60 Marks) Essay All forms of written communication including drafting of Reports, Notices, Agenda, Notes, Business, Correspondence (both internal and foreign) in general;
Preparation of Summaries and Precis, Telegrams, Cables, Circulars and Sales Letters, Applications, Representations; Office Notes and Memoranda; Press Releases by way of Notifications, Advertisements, etc. 2 Book Book--keeping and accountancy
Principles of Double Entry and the Accounting Structures;
Special Purpose Subsi- diary Books; Basic Accounting Concepts and Conventions;
Bank Reconciliation State- ment; Self-Balancing and Sectional Ledgers; Rectification of Errors; Receipts and Payments Account; Income and Expenditure Account; Partnership Accounts. Preparation of Trial Balance and Final Accounts of Sole Trader and Partnership. Bill of Exchange; Consignment, Joint Venture; Account Current; Hire Purchase and Instalments; Branch and Departmental Accounts; Investment Accounts, Accounts from incompleted records.
3 Elements of commerce The Structure of Business; Nature of Business and its Evolution. Size of the Firm; Comparative study of the Forms of Business organisation; Sole proprietorship. Partnership; Company and Co –operative Enterprise, State Enterprise, Business Combinations, Public Utilities, Procedure involved in Inland and
Foreign (Export and Import) Trade. Transport; Warehousing. Money and Credit; Banking and Negotiable Instruments. Mode of payments in Home and Foreign Trade. Insurance relating to-Fire, Marine, General, Accident and other risks. Business Finance; Financial needs of Business; Methods and Sources of raising Finance; Special Financial Institutions; the Securities Market including Stock Exchange.
4 Economics Part A-Principles Definition and Scope of Economics, Micro and Macro
Economics; Wants; Wealth. Utility, Demand Schedule, Theory of Consumers Equilibrium. Factors of Production, Laws of Returns, Scale of Production, Cost Curves. Equilibrium of a Firm, Determination of Price under Perfect and Imperfect Competi- tion. Marginal Productivity Theory of Distribution; Determination of Wages, Interest, Rent and Profits. Sources of Government Finance; Incidence and Effects of Taxation; Public
Expenditure. Part B-Problems (relating to Indian Economy) National Income-Trends. Population Problem-Growth, Density, Occupational Distribution. Major Manufacturing Industries-Their problems: Cottage and Small Scale Industries: Industrial Policy. Structure of Foreign Trade, Balance of Payments. Union and State Finance Five Year Plans. 5 Office management Importance of Office Management - The Office Manager and his job. Office Organi- zation; its significance Office Environment-Location; Planning and Layout of Office Accommodation; Furniture and Office
Fixturer; Office Procedures; Office Security; Office Manual. Office Operations-Office Systems and Routines; Work Simplification; Work Measurement and Control; O & M. Supporting Service - Purchasing and Management of Office Supplies; Records Management filing. Indexing; Micro-filming; Forms Design and Control; Continuous Stationery; Printing; Communication systems and Aids; Inward and Outward Mail Messenger Services; Office Appliances and Machines - Cyclostyling, Duplicating Franking, Photostat, etc. Office Personnel Relations-Office Committees, Suggestion Systems, Morale and Productivity, Staff Welfare, Social and Recreational Club, Office,
Credit Societies, Fidelity Guarantee and Group Insurance, Terminal Benefits, Handling of Grievances etc. Page 2 of 2 Syllabus for Preliminary Examination
PART 2
Syllabus for Intermediate Examination
[REGULATION 41(2)] (Each paper will be of three house duration and will carry 100 marks. The medium of writing the examination will be English; provided that it shall be competent for the Council to permit, subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates, the use of Hindi as a medium of writing for a particular subject. Candidates are expected to be conversant with the amendments to the laws made upto six months preceding the date of examination). Group 1-Papers (1 to 3)
1 Company Accounts
Principles of Book-keeping and Accountancy relating to companies. Books of Accounts and Statutory Books. Share Capital: Kinds, Issues of Shares (including forfeiture and re-issue) Surrender of Shares, Lien on Shares, Rights Issue. Redemption of Preference Shares:
Conversion of Shares into Stock, Consolidation of Shares. Loan Capital: Issue and Redemption of Debentures.
Underwriting: Acquisition of Business including closing of books of account of partnership. Profits prior to incorporation, Preliminary expenses. Statutory report. Preparation and presentation of Final Accounts of Companies : Legal requirements, Depreciation, Replacements, Reserves and Provisions, Managerial Remuneration, Divisible Profits, Disposition of Profits, Dividends, Bonus Shares, Interest out of Capital. Consolidation of Accounts: Amalgamation, Absorption and Reconstruction, Holding and Subsidiary Companies, Accounting requirements for Banking companies, Insurance Companies and Hotels. Insurance Claims.
2 Principles of Law
Sources of Indian Law: Statutes and Subordinate Legislation, Customs, Personal Law, "Justice, Equity and Good Conscience" and Judicial Precedents. Constitution: Distribution of Legislative Powers, Aquisition of Property, Fundamental Rights, Directive Principles of State Policy, Restrictions on Legislative Capacity. Principles and Provisions of: The Indian Contract Act, 1872; Specific Relief Act, 1963; Indian Partnership Act, 1932; Indian Trusts Act, 1882; Indian Sale of Goods Act, 1930;
Negotiable Instruments Act, 1881; Transfer of Property Act, 1882; Law of Torts; Law relating to Arbitration and Carriage of Goods by Land, Sea and Air.
3 Company law
Principles and Provisions of the Companies Act, 1956, including the Schedules and Rules made there under but excluding the Schedules and Rules made thereunder but excluding Winding up (Parts VII and X of the Act).)Group 2 Papers (4 to 6)
4 Business communications
Essay and Precise writing: With relevance, coherence and readability on current affairs relating to trade, commerce, industry and the professions. Written Communication :
The layout, Drafting and Presentation of various Forms of Written Communication effectively, concisely and unambiguously; Business Correspondence from given material; Letters, Memoranda, Office Notes, Office Orders, Reports, Instructions, Applications, Representations, Documents, Notifications, Tele- grams, Cables, Press Releases etc. Advertisements: Preparation of Manuscript for Publication including Elements of Proof- reading. Oral and other Forms of Communication:
Planning and Conducting of Conversation, Discussion, Interviews, Meetings, Press Conference, etc.; Collection of Data (primary and secondary) and Presentation of Data in Tables, Graphs, Charts and Diagrams; Telephonic Communications, Communications through Audio-Visual Aids, Television, Films, etc.
5 Principles and practice of management
Nature of Management and its Process;
Planning, Organising, Directing, Co-ordinating and Controlling. Planning : Policies and Procedures, Methods, Decision-making. Organising : Structure, Principles and Theories of Organisation; Span of Management; Centralisation and Decentralisation; Line and Staff Functions; Delegation; Functional Organization; Form and Informal Organisations; Growth in Organisation. Direction : Communication, Motivation, Morale and Leadership; Internal and External Co-ordination; Committees in Management; Management of Change; Organisation Development (OD). Control and its Processes: Budgetary Control; Management Audit. Social Responsibilities of Business: Ethics in Business, Consumer Protection.
6 Company administration and meetings
Company Administration Hierarchy of Company Administration, Shareholders, Board, Managerial Personnel and Company Secretary. Who is a Secretary? Importance, Position, Qualities of a successful Secretary. Secretary of a Co -operative Society. Statutory Body and Corporation. Who may be a Company Secretary? Statutory position; Appointment and Dismissal; Scope of Work; Powers; Rights; Duties and Responsibilities; Liabilities-Statutory and Contractual. Role of the Company Secretary Asstatutory Officer .-
Compliance of requirements of the Companies Act, the M.R.T.P. Act and Other
Economic and Social Legislations applicable to a Company. As Co-ordinator : Relation with the Board, Chairman, Managing Director, Line and Staff Functionaries, Shareholders, Auditors, Government and the General Public, Manage- ment-Union relations. As Chief Administrative Officer : Administrative Duties relating to Personnel, Office Management, Service, Property, Transport Services, Security of Company's Personnel and Property, Insurance of Company Assets. Meetings Definition of Meeting,
Kinds of Meetings, General Principles Governing Meetings, Constitution and Conduct of Meetings, Rights restrictions and Preservation of Order at Meetings, Law of Defamation relating to Meetings, Admission of Press to Meetings, Appointment, Duties and Powers of Chairman. Requisites of a Valid Meeting; Notice, Agenda, Quorum, Proxy, Motion, Amendment, Voting, Polling, Resolutions, Minutes, Adjournment and Postponement. Law and Practice relating to Company Meetings Kinds of Company Meeting : Meetings of Shareholders; Statutory, Annual General, Class, Requisitioned and other General
Meetings; Meetings of Debenture-holders; Meetings of the Creditors; Meetings of the Board of Directors and its Committee. Notice; Agenda; Explanatory Statement; Quorum; Chairman; Motions and Resolutions; Amendment; Resolutions requiring Special Notice; Resolution by Circulation; Proxy; Sense of the Meeting; Adjournment and Postponement; Record of the Business of the Meetings. Work of the Company Secretary before, during and after a meeting including Director's Report and Chairman's Speech. N.B. Candidates for the Intermediate examination will be given a choice of taking any one or both groups of the examination. In the event of a candidate passing in one group only, he/she will be
allowed to appear for and pass the group in any subsequent examination. Page 2 of 2 Syllabus for Intermediate Examination
PART 3 Syllabus for Final Examination
[See REGULATION 44(2)] (Each paper will be of three hours duration and will carry 100 marks. The medium of writing the examination will be English; provided that it shall be competent for the Council to permit, subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates, the use of Hindi as a medium of writing for any particular subject. Candidates are expected to be conversant with the amendments to the laws made upto six months preceding the date of examination. Adequate knowledge in papers of Group I and expert knowledge in papers of group II & III are expected of students). Group 1-Papers (1 to 3) 1 Financial accounting, costing and management accounting Meaning, Scope and Use of Financial Accounting. Valuation of Stocks, Shares, Current and Fixed Assets and Goodwill. Cost Concepts and Determination of Costs. Cost classification-Fixed and variable, Controllable and Non-controllable, Direct and Indirect, Absorbed and Unabsorbed. Allocation of Overheads. Job and Process Costing; Budgetary Control and Standards Costing; Variance Analysis. Cost-volume-Profit relations. Break-even Analysis. Meaning, Scope and use of Management Accounting; Difference between Financial Accounting, Cost Accounting and Management Accounting. Interpretation and Criticism of Financial Statements and Records-Balance Sheet Analysis, Presentation and Analysis of Financial Statements including present practices regarding Published Accounts, Funds-
Flow and Cash-Flow Statements, Financial Ratios. Profit Planning and Pricing. Capital Budgeting- Methods, Investment Appraisal, Conditions of Certainty and Uncer- tainty and of Changing Prices. 2 Managerial Economics Economics of Business rganisational Objectives: Choice of location, Backward area location, Economics of large scale versus small scale organisation. Nature of demand for company's products : Problems of Multiple Products; Demand Analysis and Market Surveys; Distinction between Products
with Elastic and Inelastic Demands; Nature of Market Competition; Market for productive Factors; Incentives. Cost Reduction: Allocation of Resources through Competition; Cost of Holding Inventories; Investment decisions. Pricing Policy under different Competitive Conditions : Price Discrimination between Market and between Consumers. Capital Management: Capital Budgeting; Forecasting; Techniques; Short Term and Long Term Forecasting; Appraisal of Forecasting Techniques-
Indices of Business Activities. Economic Fluctuations and Business: Business Cycles and Business Policy; Inflation and Deflation with Reference to India; Economic Forecasting for Business. International Trade: Practices and Problems; Free Trade and Protection; Foreign Trade and the Methods and Practices Adopted in International Finance and International Commerce; Balance of Payment and Foreign Exchange Control. Business and Government : Social Control of Business and Nationalisation; Monopolies and Public Policy; Public and Private Sectors; Mixed Economy; Joint Sector; National
Sector; National Labour Policy; Taxation and Fiscal Policies; Industrial Policy. Government Price Regulation and Distribution Control : Bureau of Industrial Costs & Prices; Administered Prices.
3 Functional Management
Material Management and Industrial Productivity : Purchase Organisation and Material Planning; Problems of Purchasing Procedures and Inventory Control. Marketing and Sales Management : Market and Marketing Research, Economic and Market Survey, Choice of Channels of Distribution, Forecasting Techniques, Sales Budgets, Sales Promotion, Advertising and Salesmanship. Personnel Management (including Industrial Relations) : Recruitment, Interviewing, Selection, Placement, Training, Dismissals,
Staff Welfare and Grievances, Profit Sharing and Incentive Plans, Personnel Records, Job Evaluation and Merit Rating, Retirement Benefits, Union Negotiations and their Functions, Collective Bargaining, Workers' Participation in Management; Employee Directors. Financial Management: Meaning the Scope; Determinants of Capital Needs; Allocation of Fixed and Working Capital; Sources of Finance; Management of Long Term and Current Assets; Investment and Financing Decisions; Cost of Capital.
Project Management: Preparation of Project Report; Project Appraisal under Normal, Inflationary and Deflationary Conditions; Project Appraisal by Financial Institutions, the Main Terms of Loan and Underwriting Covenants with Financial Institutions. Techniques of Management: Management by Committees; Management by Objectives (MBO); Management by Exception (MBE); Management Information Systems (MIS), PERT and CPM Techniques; Professionalisation of Management. Group IIPapers (4 to 6)
4 Industrial and labour laws
Factories Act, 1948; Workmen's Compensation Act, 1923; Industrial Disputes Act, 1947; Employees' State Insurance Act, 1948; Employees' Provident Funds (and Miscel- laneous Provisions) Act, 1952; Payment of Bonus Act, 1965; Payment of Gratuity Act, 1972. Basic Principles relating to : Payment of Wages Act, 1936; Industrial Employment (Standing Orders) Act, 1946; Trade Unions Act, 1926; Minimum Wages Act, 1948; Apprentices Act, 1961; Collection of Statistics Act, 1943; Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and Law relating to Shops and
Establishments.
5 Economic Legislation
Part A Principles & Provisions of: The Industries (Development and Regulation) Act, 1951; Capital Issues (Contol) Act. 1947; Foreign Exchange Regulation Act, 1973; Trade and Merchandise Marks Act, 1958;EssentialCommoditiesAct, 1955;lndianStampAct, 1899; Emergency Risk Insurance Act, 1971 (both Goods & Undertakings); Securities Contracts (Regulation) Act, 1956; Economic Offences (Inapplicability of Limitation) Act, 1974. Part B Law including Rules and Regulations relating to the Monopolies & Restrictive Trade Practices Act, 1969. Case Law and Orders under the M.R.T.P. Act,
1969.
6 Taxation
Income-tax Act, 1961 and Rules with special relevance to Company and Personal Taxation; Companies (Profits) Surtax Act, 1964; General Principles of Sales Tax and Central Sales Tax Act, General Principles as provisions of Central Excise & Salt Act, 1944. The Customs Act, 1962, Tax Planning. Wealth -tax Act, 1957; Estate Duty (as applicable to companies); General Principles and Provisions of the Central Excises and Salt Act, 1944; the Customs Act, 1962. Procedure relating to Filing of Returns; Appeals; Revisions; Reference and Petitions. Group Ill-Papers (7 & 8)
7 Company Law
The Companies Act, 1956, including Schedules and Rules made thereunder and their interpretation. Relevant legal decisions.
8 Company secretarial practice
The procedure and administration of companies registered under the Companies Act, 1956, from their promotion of their dissolution with special reference to the work of the Company Secretary, Board of Directors and Managerial Personnel. Secretarial Practice relating to: Promotion and Incorporation of Companies, Prospectus, Issue of Shares and Debentures, Registration of Company, Returns and Charges, Meetings (including notices received from shareholders for amendment of resolution before Page 2 of 3 Syllabus for Final Examination meeting), Appointment and Remuneration of Managerial Personnel and Sole Selling Agents, Accounts and Auditing, Arrangements, Mergers and Acquisitions, Reco- contruction and Winding up. 9 Secretarial Practice
(relating to Industrial, Labour, Economics and Tax Laws) Mechanics of setting up an Industrial undertaking in India with special reference to : Industrial Licensing, Capital Issues, Import Control, Foreign Collaboration and Invest- ment and the M.R.T.P. Act, Free Trade Zones. Government Policy on setting up : Joint Ventures Abroad; Practice and procedural Requirements relating to the various Industrial, Labour, Economic and Tax Laws. N.B. Candidates for the Final examination will be given a choice of taking any open or all the three groups of the examination. In the event of a candidate passing
in one group or two groups only he/she will be allowed to appear for and pass the remaining group(s) in any subsequent examination. Page 3 of 3 Syllabus for Final Examination
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