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Kaustubh Thaknaik ( lawyer)     21 September 2009

chapterwise syllabus of cs inter

Sir, Iam doing practice last one year, I want to pursue CS, can any one give me chapterwise syllabus of cs inter.

Thank you in advance.



Learning

 2 Replies

Anoop Agrawal (Tax Consultant)     22 September 2009

Student Company Secretary

32 November 2007

ICSI NOTIFICATION NO : 1/2007

INTRODUCTION OF NEW SYLLABUS OF THE COMPANY

SECRETARYSHIP COURSE

The Council, in exercise of the powers vested under clause (a) of subsection

(2) of section 15 of the Company Secretaries Act, 1980 [as

amended by the Company Secretaries (Amendment) Act, 2006],

approved the new Syllabus at its 174th meeting held on 18-19th August,

2007 and decided as under :

1. Nomenclature for the different stages of CS Course will be as

follows:

1. Foundation Programme

2. Executive Programme

3. Professional Programme

in place of Foundation Coursein place of Intermediate Coursein place of Final Course

2. For the term

3. Scheme of papers at each stage will be as follows :

“Group”, the term “Module” be used.

Foundation Programme

1. English and Business Communication

2. Economics and Statistics

3. Financial Accounting

4. Elements of Business Laws and Management

Executive Programme

Module I

1. General and Commercial Laws

2. Company Accounts, Cost and Management Accounting

3. Tax Laws

Module II

4. Company Law

5. Economic and Labour Laws

6. Securities Laws and Compliances

Professional Programme

Module I

1. Company Secretarial Practice

2. Drafting, Appearances and Pleadings

Module II

3. Financial, Treasury and Forex Management

4. Corporate Restructuring and Insolvency

Module III

5. Strategic Management, Alliances and International Trade

6. Advanced Tax Laws and Practice

Module IV

7. Due Diligence and Corporate Compliance Management

8. Governance, Business Ethics and Sustainability

4. The implementation of the new syllabus will be as

follows :

Foundation Programme Examination

( 1) The candidates enrolled on or after 1st November, 2007 for the

Foundation Programme and the candidates enrolled prior to 1st

November, 2007, who may so opt, shall be examined in the

Foundation Programme Examination to be held from and including

December, 2008 in the following papers, namely, —

(a) English and Business Communication;

(b) Economics and Statistics;

(c) Financial Accounting; and

(d) Elements of Business Laws and Management

(2) The syllabus for the Foundation Programme Examination is

annexed (Annexure 1). The first Foundation Programme

Examination for the students mentioned at (1) above will be held

from and including December, 2008.

(3)

in the Foundation Programme examination if he obtains at one

sitting a minimum of forty per cent marks in each paper and fifty

per cent marks in the aggregate of all papers put together :

Provided that a candidate who has appeared in all the papers for

which he/she was enrolled and has obtained sixty per cent marks

or above in any paper(s), but failed in aggregate, shall be declared

to have passed in the subsequent examination, if he/she obtains

a minimum of forty per cent marks in each of the remaining

paper(s) and fifty per cent marks in the aggregate of the remaining

papers at one sitting within the next three following examinations.

(4) A candidate shall be exempted from appearing in the individual

papers on the basis of exemption from individual papers previously

secured by him under the syllabus specified in Part I of Schedule

CCB to the Company Secretaries Regulations, 1982 on his/her

switch over to the syllabus specified at (2) above.

Qualifying Marks : A candidate shall be declared to have passed

Papers passed/exempted Exemption from Papers under

under the syllabus specified the syllabus specified in Annexure

in Part I of Schedule CCB of I for Foundation Programme

Company Secretaries effective from 1st November,

Regulations, 1982 2007

1. English & Business English & Business

Communication Communication

2. Basic Economics and Economics and Statistics

Business Environment

3. Financial Accounting Financial Accounting

4. Elements of Business Elements of Business Laws

Laws and Management and Management

5. Information Systems and Economics and Statistics

Quantitative Techniques

(5) The last Foundation Examination under the existing syllabus

specified in Part I of Schedule CCB shall be held in June 2009

and the syllabus specified in the said Part I of Schedule CCB

shall cease to operate after the said examination.

Executive Programme Examination

(6) The candidates registered effective on or after 1st February, 2008,

candidates registered prior to the 1st February, 2008, and who

may so opt, shall be examined in the Executive Programme

examination to be held from and including December 2008 in six

papers, comprised in two modules of three papers each as under:

Module I

1. General and Commercial Laws

2. Company Accounts, Cost and Management Accounting

3. Tax Laws

Module II

4. Company Law

5. Economic and Labour Laws

Student Company Secretary

33 November 2007

6. Securities Laws and Compliances

(7) The syllabus for the Executive Programme Examination is

annexed (Annexure II). The first Executive Programme

Examination for the students mentioned at (6) above will be held

from and including December, 2008.

(8)

(a)

passed in both modules of the Executive Programme examination:

(i) if taken simultaneously and if he/she secures at one sitting

a minimum of forty per cent marks in each of the papers in

which he/she is required to appear and fifty per cent marks

in the aggregate of all the papers put together ; or

(ii) If he/she has passed in any one group of Intermediate

examination held under the syllabus specified in Part II of

Schedule CCB to the Company Secretaries Regulations,

1982, prior to the commencement of examination under the

syllabus specified in Annexure II and secured at one sitting a

minimum of forty per cent marks in each of the remaining

papers in which he/she is required to appear and fifty per

cent marks in the aggregate of all such remaining papers put

together.

(b)

in a module if he/she secures at one sitting a minimum of forty

per cent marks in each paper and fifty per cent marks in the

aggregate of all the papers of that module [and shall be declared

to have completed Executive Programme on passing both the

modules].

Provided that a candidate who has appeared in all the papers of

a module, for which he/she was required to enroll and has

secured sixty per cent or more marks in any paper(s) and a

minimum of twenty five per cent marks in each of the remaining

paper(s) of the module but has failed in the module, shall be

exempted from that or those papers in which he/she secured

sixty per cent or more marks, in any subsequent examination

on submission of an application in this behalf on or before the

last date of enrolment for the examination in which he/she intends

to appear ;

Provided further that if a candidate who has appeared in all

the papers of the module for which he/she was enrolled without

obtaining any exemption and has failed in one paper comprised

in the module, but got a minimum of sixty per cent of the total

marks of the remaining papers of the module shall be declared

to have passed in that module if he/she reappears in the

remaining paper in which he/she had failed and secures fifty

per cent marks in any subsequent examination.

Qualifying Marks :For both Modules : A candidate shall be declared to haveFor one module : A candidate shall be declared to have passed

Explanation

marks obtained by a candidate in the paper(s) in which he/she

had obtained exemption on the basis of having secured sixty per

cent or more marks shall not be taken into account for computing

his/her result of the remaining papers of the module in any

subsequent examination.

: For the purpose of the first and second proviso, the

Distinction

distinction in the Executive Programme Examination if he/she

obtains at one sitting a minimum of fifty per cent marks in each

paper and seventy per cent marks or above in the aggregate in

both the modules, without obtaining any exemption.

(9) A candidate shall be exempted from appearing in the individual

paper(s)/module(s) on the basis of exemption from individual

paper(s)/group(s) previously secured by him/her under the syllabus

specified in Part II of Schedule CCB to the Company Secretaries

Regulations, 1982 on his switch over to the syllabus specified at (7)

above (on the basis of having secured 60 per cent or more marks or

on the basis of qualification or on the basis of having already passed

the paper).

: A candidate shall be declared to have passed with

Papers passed/exempted Exemption from Papers under

under the syllabus specified the syllabus specified in Annexure

in Part II of Schedule CCB of II for Executive Programme

Company Secretaries effective from 1st February, 2008

Regulations, 1982

Group I Module I & II

1. General and Commercial General and Commercial Laws

Laws

2. Company Accounts and Company Accounts, Cost and

Cost & Management Management Accounting

Accounting

3. Tax Laws Tax Laws

4. Management NIL

Information Systems &

Corporate Communication

Group II

5. Company Law Company Law

6. Company Secretarial Company Law

Practice

7. Economic, Labour and Economic and Labour Laws

Industrial Laws

8. Securities Laws and Securities Laws and

Regulation of Compliances

Financial Markets

Scheme of Exemptions on the basis of group(s)

passed under the Syllabus specified in

Part II of Schedule CCB

Intermediate Course Executive Programme

Group I (Four papers) Module I (Three papers)

1. General and Commercial General and Commercial Laws

Laws

2. Company Accounts and Company Accounts, Cost and

Cost & Management Management Accounting

Accounting

3. Tax Laws Tax Laws

4. Management

Information Systems &

Corporate Communication

Group II ( Four papers ) Module II (Three papers)

5. Company Law Company Law

6. Company Secretarial

Practice

7. Economic, Labour and Economic and Labour Laws

Industrial Laws

8. Securities Laws and Securities Laws and

Regulation of Financial Compliances

Markets

(10) The last Intermediate examination under the existing syllabus

specified in Part II of Schedule CCB shall be held in December,

2009 and the syllabus specified in the said Part II of Schedule

CCB shall cease to operate after the said examination.

Professional Programme Examination

(11) The candidates whose registration shall be effective on or after

the 1st February, 2008, and students who pass the Executive

Programme Examination under the syllabus specified in Annexure

II, students who pass the Intermediate Examination under the

syllabus specified in Part II of Schedule CCB who may so opt,

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

34 November 2007

shall be examined in the Professional Programme Examination

held from and including June 2009, in eight papers comprised in

four modules of two papers each as under :

Module I

1. Company Secretarial Practice

2. Drafting, Appearances and Pleadings

Module II

3. Financial, Treasury and Forex Management

4. Corporate Restructuring and Insolvency

Module III

5. Strategic Management, Alliances and International Trade

6. Advanced Tax Laws and Practice

Module IV

7. Due Diligence and Corporate Compliance Management

8. Governance, Business Ethics and Sustainability

(12) The syllabus for the Professional Programme Examination is

annexed (Annexure III). The first Professional Programme

Examination for the students mentioned at (11) above will be

held from and including June, 2009.

(13)

Qualifying Marks :

(a)

in all modules of the Professional Programme examination :

(i) if taken simultaneously and if he/she secures at one sitting

a minimum of forty per cent marks in each of the papers

in which he/she is required to appear and fifty per cent

marks in the aggregate of all the papers put together;

(ii) if he/she has passed in any one or two groups of Final

Examination held under the syllabus specified in Part III

of Schedule CCB to the Company Secretaries

Regulations, 1982, prior to the commencement of

Professional Programme examination under the new

syllabus specified in Annexure III and secures at one

sitting a minimum of forty per cent marks in each of the

remaining papers in which he/she is required to appear

and fifty per cent marks in the aggregate of all the

remaining papers put together.

(b)

in a module if he/she secures at one sitting a minimum of forty per

cent marks in each of the paper(s) and fifty per cent, marks in the

aggregate of all the papers of that module and shall be declared to

have completed the Professional Programme Examination on

passing all the modules ;

Provided that a candidate who has appeared in both the papers

of a module for which he/she was enrolled and has obtained

sixty per cent marks or above in one paper, and a minimum of

twenty five per cent marks in the other paper of the module but

failed in the module, shall be declared to have passed in any

subsequent examination, if he/she obtains a minimum of fifty

per cent marks in the other paper.

For all modules : A candidate shall be declared to have passedFor one module : A candidate shall be declared to have passed

Explanation

obtained by a candidate in the paper in which he/she had obtained

exemption on the basis of having secured sixty per cent or more

marks shall not be taken into account

for computing his/her result of the remaining paper of the module

for any subsequent examination.

: For the purpose of the above proviso, the marks

Distinction

distinction in the Professional Programme Examination if he/she

obtains at one sitting a minimum of fifty per cent marks in each

paper and seventy per cent marks or above in the aggregate in

all the modules, without obtaining any exemption.

(14) A candidate shall be exempted from appearing in the individual

papers on the basis of exemption previously secured from individual

papers/groups by him/her under the syllabus specified in Part III

of Schedule CCB to the Company Secretaries Regulations, 1982

on his/her switch over to the syllabus specified at (12) above (on

the basis of having secured 60 per cent or more marks or on the

basis of qualification or on the basis of having already passed

the paper).

: A candidate shall be declared to have passed with

Papers passed/exempted Exemption from Papers under

under the syllabus specified the syllabus specified in Annexure

in Part III of Schedule CCB III for Professional Programme

of Company Secretaries effective from 1st August, 2008

Regulations, 1982

Group I Module I, II & III

1. Advanced Company Law Company Secretarial Practice

and Practice

2. Secretarial Practice relating Drafting, Appearances and

to Economic Laws and Pleadings

Drafting & Conveyancing

3. Secretarial, Management Due Diligence and

Systems Audit and Corporate Compliance

Management

Group II

4. Financial, Treasury and Financial, Treasury and Forex

Forex Management Management

5. Corporate Restructuring - Corporate Restructuring and

Law and Practice Insolvency

6. Banking and Insurance - Governance, Business Ethics

Law and Practice and Sustainability

Group III

7. World Trade Organisation - Strategic Management,

International Trade, Joint Alliances and International Trade

Ventures and Foreign

Collaborations

8. Direct and Indirect Taxation Advanced Tax Laws and

- Law and Practice Practice

9. Human Resources Governance, Business Ethics

Management and and Sustainability

Industrial Relations

Scheme of Exemptions on the basis of groups passed

under the Existing Syllabus

Final Course Professional Programme

Group I (Three papers) Module I (Two papers)

1. Advanced Company Law Company Secretarial Practice

and Practice

2. Secretarial Practice relating Drafting, Appearances and

to Economic Laws and Pleadings

Drafting & Conveyancing and

3. Secretarial, Management

Module IV

and Systems Audit Due Diligence and Corporate

Compliance Management

Group II (Three papers) Module II (Two papers)

4. Financial, Treasury and Financial, Treasury and Forex

Forex Management Management

5. Corporate Restructuring Corporate Restructuring and

Law and Practice Insolvency

6. Banking and Insurance – and

Law and Practice

Module IV

Governance, Business Ethics

and Sustainability

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

35 November 2007

Group III (Three papers) Module III (Two papers)

7. World Trade Organisation Strategic Management,

- International Trade, Alliances and International

Joint Ventures and Trade

Foreign Collaborations

8. Direct and Indirect Advanced Tax Laws and

Taxation - Practice

Law and Practice and

9. Human Resources

Module IV

Management and Governance, Business Ethics

Industrial Relations and Sustainability.

(15) Scheme of Exemption on the basis of courses passed

under the syllabus specified in Part I & II of Schedule CCB to the

Company Secretaries Regulations, 1982

Courses passed under the Corresponding exemptions under

Syllabus specified in the Syllabus for Foundation

Part I & II of Schedule Programme and Executive

CCB of Company Programme

Secretaries Regulations

(i.e., Existing Syllabus)

1. Foundation Course Foundation Programme

2. Intermediate Course Executive Programme

(16) The last Final Examination under the existing syllabus specified

in Part III of Schedule CCB shall be held in December, 2010 and

the syllabus specified in the said Part III of Schedule CCB shall

cease to operate after the said examination.

ANNEXURE – I

DETAILED COURSE CONTENTS UNDER

THE FOUNDATION PROGRAMME

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(s). Candidates are expected to be conversant with the

amendments to the laws made upto six months preceding the date of

examinations.

FOUNDATION PROGRAMME

PAPER 1 : ENGLISH AND BUSINESS COMMUNICATION

Level of knowledge

: Working knowledge.

Objective

the language.

: To help students acquire competence in English to use

Detailed contents

:

Part A : English (50 Marks)

1. Essentials of Good English

Grammar and usage; enriching vocabulary, words - multiple meaning,

single word for a group of words - choice of words - words frequently

mis-spelt; punctuations, prefix and suffix; parts of speech; articles;

synonyms and antonyms; tenses; idioms and phrases; foreign words

and phrases commonly used; abbreviations and numerals;

pronunciation. Latin, French and Roman words which are used in

abbreviated form like “e.g., RSVP, viz. etc.”.

2. Essay Writing

Essays on matters of current interest on trade, commerce, industry

and profession.

3. Precis Writing

Preparation of summary of office notes; summary of matters appearing

in economic and commercial dailies and journals for use in committee

meetings in the office; summary of decisions taken in meetings and

conferences.

Part B : Business Communication (50 Marks)

4. Business Communication

Meaning and significance of good communication; principles of business

communication; means of communication - oral, written, visual, audiovisual;

essentials of a good business letter, etc.

5. Business Correspondence

Personnel :

appointment; provisional appointment orders; final orders of

appointment.

drafting of interview letters, call letters and offer of

Purchase :

test order; complaints and follow-up.

requests for quotations, tenders, samples and drawings;

Sales :

notes with conditions of sale; status inquiries; reports to sales manager

such as sales promotion matters.

drafting of sales letters, circular letters, preparation of sale

Accounts :

regarding dues, follow up letters; banks - regarding over-drafts, cash

credits and account current, insurance companies - regarding payment,

renewal of insurance premium, claims and their settlement.

correspondence with various agencies : customers -

Secretarial :

pertaining to dividend and interest, transfer and transmission, Stock

Exchanges, Registrar of Companies and various authorities like

Reserve Bank of India, SEBI.

correspondence with shareholders and debenture-holders

Miscellaneous :

condolence letters.

Resume, letter of application, goodwill messages,

6. Administration and Miscellaneous

Drafting of telegraphic and facsimile messages, messages through

electronic media; public notices and invitations; representations to

Trade Associations, Chambers of Commerce and public authorities.

7. Inter-departmental Communication

Internal memos; office circulars; office orders; office notes;

representation to chief executive and replies thereto; communication

with regional/branch offices.

8. Preparation of Press Releases.

PAPER 2 : ECONOMICS AND STATISTICS

Level of knowledge

: Basic knowledge

Objective

economic concepts, principles of economics and statistical tools to

interpret and analyse various economic phenomena.

: To provide basic and conceptual understanding of

Detailed contents

:

Part A : Economics (50 marks)

1. Nature and Scope of Economics

Definition, nature and scope of economics; micro and macroeconomics;

positive and normative economics; working of economic systems with

special reference to the capitalistic, socialistic and the mixed

economies.

2. Demand and Supply Analysis

Utility analysis

marginal utility; law of equi-marginal utility; consumers’ equilibrium;

law of demand; elasticity of demand; law of supply, elasticity of supply;

demand and supply equilibrium.

- total utility and marginal utility; law of diminishing

3. Production, Costs and Revenue Analysis

Factors of production, meaning of production, laws of returns; returns

to scale; cost concepts and cost curves; revenue concepts and revenue

curves.

4. Market Forms and Equilibrium of the Firm and Industry

Market forms - meaning and characteristics; price and output

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

36 November 2007

determination and equilibrium of firm and industry under perfect

competition, monopoly and monopolistic competition.

5. Basic characteristics of Indian Economy

Role of Agriculture, Industry & Service Sectors in the development of

the Indian Economy; National income of India – Concept, significance,

trends and measurement of national income.

6. Select Areas of Indian Economy

Population – size and growth and impact of population on economic

development; unemployment –nature, various measures to reduce it;

foreign trade and India’s balance of payments. Five Year Plans and

economic development; fiscal policy and national budget.

7. Money and Banking

Concept of money – its functions; Commercial Banks – role and

functions; quantity theory of money; credit creation; Reserve Bank of

India and its functions and monetary policy.

8. Economic Reforms and Liberalisation

Major economic reforms since 1991; Globalisation and its impact on

Indian Economy; concept of WTO- an overview.

Part B : Statistics (50 Marks)

9. Descriptive Statistics

statistical techniques commonly used in business activities, law of

statistics, limitations of statistics.

: Definition and functions of statistics,

10. Collection and Presentation of Statistical Data

secondary data; Classification and, tabulation of data; frequency

distribution of data; diagrams and graphs.

: Primary and

11. Measures of Central Tendency

geometric mean and harmonic mean.

: Mean, median and mode,

12. Measures of Dispersion:

deviation, standard deviation.

Range, quartile deviation, mean

13. Correlation Analysis:

correlation; Karl Pearsons coefficient of correlation; rank correlation.

Meaning, significance, nature and types of

14. Index numbers and Time Series Analysis

the concepts relating to index numbers and time series (Simple

Numerical Problems).

: Familiarisation with

PAPER 3 : FINANCIAL ACCOUNTING

Level of knowledge

: Basic knowledge

Objective

accounting principles for effective recording of business operations of

an entity.

: To familiarize and develop an understanding the skills of

Detailed Contents

1. Introduction to accounting

2. Recording of transactions

3. Preparation of bank reconciliation statement

4. Rectification of errors

5. Preparation of final accounts (non-corporate entities)

6. Accounting for depreciation

7. Accounting for bills of exchange

8. Accounts of non-profit organizations

9. Single entry accounts - preparation of accounts from

incomplete records

10. Accounting for consignments and joint ventures

11. Partnership accounts – simple problems

12. Insurance claims

:

PAPER 4 : ELEMENTS OF BUSINESS LAWS

AND MANAGEMENT

Level of knowledge

: Basic knowledge

Objectives

(i) To give an exposure to the students of some of the important

commercial laws, the knowledge of which is essential for an

understanding of the legal implications of the general activities

of a modern business organisation.

(ii) To acquaint the students with the principles of management.

:

Detailed contents

:

Part A : Elements of Business Laws (50 Marks)

1. Law

Meaning of law, its significance and relevance to modern civilized

society; sources of law.

2. Law relating to Contract – An Overview

Contract - meaning; essentials of a valid contract; nature of contract;

performance of contract; termination and discharge of contract;

indemnity and guarantee; bailment and pledge; law of agency.

3. Law relating to Sale of Goods – An Overview

Essentials of a contract of sale; sale distinguished from agreement to

sell ; bailment ; contract for work and labour and hire-purchase ; conditions

and warranties; transfer of title by non-owners ; doctrine of caveat

emptor ; performance of the contract of sale ; unpaid seller - his rights

against the goods and the buyer.

4. Law relating to Negotiable Instruments – An Overview

Definition of a negotiable instrument; instruments negotiable by law

and by custom; types of negotiable instruments; parties to a negotiable

instrument - duties, rights, liabilities and discharge; material alteration;

crossing of cheques; payment and collection of cheques and demand

drafts; presumption of law as to negotiable instruments.

5. Law relating to Partnership – An Overview

Nature of partnership and certain similar organisations; co-ownership;

Joint Hindu Family; partnership deed; rights and liabilities of partners

including those of newly admitted partners, retiring and deceased

partners; implied authority of partners and its scope; registration of

firms; dissolution of firms and of the partnership.

6. Elements of Company Law

Meaning and nature of company; promotion and incorporation of a

company; familiarisation with the concept of Board of directors,

shareholders and company meetings; Company Secretary.

Part B : Elements of Management (50 Marks)

7. Nature of Management and its Process

Meaning; nature of management and its process; planning, organising;

directing; coordination and controlling.

8. Planning

Policies and procedures; methods of planning; decision-making.

9. Organising

Structure; principles and theories of organisation; span of management;

centralisation and de-centralisation; line and staff functions; delegation;

functional organisation; formal and informal organisation; growth in

organisation.

10. Staffing

Meaning; nature and functions of personnel management; selection,

training and development; performance appraisal.

11. Direction and Co-ordination

Communication; motivation, morale and leadership; internal and

external co-ordination; committees in management; management of

change; organisation development (O.D.).

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

37 November 2007

12. Controlling

Concepts and basic control process; essentials of a good control

system; traditional and non-traditional control devices.

13. Social Responsibility of Business.

ANNEXURE – II

DETAILED COURSE CONTENTS UNDER

THE EXECUTIVE PROGRAMME

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(s). Candidates are expected to be conversant with the

amendments to the laws made upto six months preceding the date of

examinations.

EXECUTIVE PROGRAMME

MODULE I

PAPER 1 : GENERAL AND COMMERCIAL LAWS

Level of knowledge :

Working knowledge

Objective :

of the general and commercial laws which have a bearing on the

conduct of the corporate affairs.

To provide to the students basic understanding of some

Detailed contents :

1. Constitution of India

Broad framework of the Constitution of India; fundamental rights;

directive principles of state policy; ordinance making powers of the

President and the Governors; legislative powers of the Union and the

States; freedom of trade, commerce and intercourse; constitutional

provisions relating to State monopoly; judiciary; writ jurisdiction of High

Courts and the Supreme Court; different types of writs -

mandamus, prohibition, quo warranto and certiorari;

habeas corpus,Concept of

delegated legislation.

2. Interpretation of Statutes

Need for interpretation of a statute; general principles of interpretation

- internal and external aids to interpretation; primary and other rules.

3. An Overview of Law relating to Specific Relief; Arbitration and

Conciliation; Torts; Limitation and Evidence.

4. Law relating to Transfer of Property

Important definitions; movable and immovable property; properties which

cannot be transferred; rule against perpetuities;

relating to sale, mortgage, charge, lease, gift and actionable claim.

lis pendens; provisions

5. Law relating to Stamps

Methods of stamping; consequences of non-stamping and understamping;

impounding of instruments; construction of instruments for

determination of stamp duty payable; adjudication; allowance and

refund; penal provisions.

6. Law relating to Registration of Documents

Registrable documents - compulsory and optional; time and place of

registration; consequences of non-registration; description of property;

miscellaneous provisions.

7. Information Technology Law - An Overview

Important terms under Information technology legislation; digital

signatures; electronic records; certifying authority; digital signature

certificate; Cyber Regulation Appellate Tribunal; offences and penalties.

8. Code of Civil Procedure

Elementary knowledge of the structure of civil courts, their jurisdiction,

basic understanding of certain terms - order, judgement and decree,

stay of suits,

understanding of summary proceedings, appeals, reference, review

and revision.

res judicata, suits by companies, minors, basic

9. Criminal Procedure Code

Offences;

continuing offences, searches, limitation for taking cognizance of certain

offences.

mens rea, cognizable and non-cognizable offences, bail,

10. Law relating to Right to Information

Salient features of the Right to Information (RTI) Act, 2005; Objective;

Public Authorities & their obligations ; Designation of Public Information

Officers (PIO) and their Duties; Request for obtaining information;

Exemption from disclosure; Who is excluded; Information Commissions

(Central & State) and their powers; appellate authorities; penalties;

jurisdiction of Courts; Role of Central/State Governments.

PAPER 2 : COMPANY ACCOUNTS, COST AND MANAGEMENT

ACCOUNTING

Level of knowledge :

Working knowledge.

Objectives :

(i) To provide working knowledge of accounting principles and

procedures for companies in accordance with the statutory

requirements.

(ii) To acquaint the students with cost and management

accounting techniques and practices.

Detailed contents

:

Part A : Company Accounts (50 Marks)

1. Accounting standards - relevance and significance; national and

international accounting standards.

2. Accounting for share capital transactions - issue of shares at par, at

premium and at discount; forfeiture and re-issue of shares; buy-back of

shares; redemption of preference shares; rights issue.

3. Issue of debentures

redemption of debentures; conversion of debentures into shares.

4. Underwriting of issues ; acquisition of business ; profits prior to

incorporation ; treatment of preliminary expenses.

5. Preparation and presentation of final accounts of joint stock

companies as per company law requirements; bonus shares.

6. Holding and subsidiary companies - accounting treatment and

disclosures; consolidation of accounts.

7. Valuation of shares and intangible assets.

- accounting treatment and procedures;

Part B : Cost And Management Accounting (50 Marks)

8. Cost accounting

cost classification; management accounting – nature and scope; role

of management accountant, tools and techniques of management

accounting; distinction between financial accounting, cost accounting

and management accounting.

9. Elements of cost :

(i) Material cost – purchase procedures, store keeping and

inventory control, fixing of minimum, maximum and re-order

levels, ABC analysis, pricing of receipts and issue of material

and accounting thereof; accounting and control of wastage,

spoilage and defectives.

(ii) Labour cost – classification of labour costs, payroll

procedures, monetary and non-monetary incentive schemes;

labour turnover and remedial measures; treatment of idle time

and overtime.

(iii) Direct expenses – nature, collection and classification of direct

expenses and its treatment.

(iv) Overheads – nature, classification, collection, allocation,

apportionment, absorption and control of overheads.

objectives of costing system; cost concepts and

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10. Methods of costing - unit costing, contract costing.

11. Budgetary control – preparation of various types of budgets,

advantages and limitations; budgetary control reports to management.

12. Marginal costing - application of marginal costing; cost-volumeprofit

relationship; break-even analysis, preparation of break-even

charts; profit – volume graph; practical application of profit volume

ratio.

13. Analysis and interpretation of financial statements

objectives; latest trends in presenting financial data; importance and

limitations; accounting ratios - classification, advantages and limitations.

14. Cash flow statements – classification of cash flows, preparation

and usefulness.

- nature,

PAPER 3 : TAX LAWS

Level of knowledge :

Working knowledge.

Objectives :

(i) To impart knowledge of the basic principles underlying the

substantive provisions of income-tax, wealth tax, service tax

and value added tax laws to the students.

(ii) To equip students with application of principles and provisions

of above tax laws in computation of income and taxation of a

‘person’ excluding companies under various heads of income

and their assessment procedures.

Detailed contents :

Part – A (60 Marks)

The Income-tax Act

1 Definitions, concept of income, previous year, assessment year,

residential status.

2. Distinction between capital and revenue receipts and expenditure.

3. Basis of charge and scope of total income (Incomes deemed to

accrue or arise in India and deemed to be received in India).

4. Incomes which do not form part of total income.

5. Computation of total income under various heads, such as -

salaries, income from house property, profit and gains of business

or profession, capital gains, income from other sources.

6. Income of other persons included in assessee’s total income;

aggregation of income and set off or carry forward of losses;

various deductions to be made in computing total income, rebates

and reliefs; applicable rates of taxes and tax liability.

7. Taxation of every person excluding companies, viz., individuals

including non-residents, Hindu Undivided Family, firms,

association of persons, cooperative societies, trusts and charitable

and religious institutions, etc.

8. Provisions concerning procedure for filing returns, signatures, efiling,

assessment and reassessment.

9. Tax deducted at source, collection, recovery and refund of tax;

provisions of advance tax

.

10. Charge of banking cash transaction tax, taxable banking

transaction, value of taxable banking transaction, collection,

recovery, return, assessment, rectification, interest on delayed

payments, penalty, appeal, power to make rules.

11. Charge of fringe benefit tax, fringe benefits and deemed fringe

benefits, valuation, payment and return of fringe benefits,

assessment, issue of notice, advance tax in respect of fringe

benefits.

12. Wealth Tax

Charge of wealth tax; assets; deemed assets and assets exempt

from tax; valuation of assets; computation of net wealth, return of

wealth and provisions concerning assessment.

Part B (20 Marks)

Service Tax

13. Background, Statutory provisions, taxable services, valuation,

administrative mechanism and procedural aspects, rate and

computation of tax.

14. Assessment, levy, collection and payment of service tax,

exemptions, CENVAT credit for service tax, returns, appeals,

revisions, advance rulings, role of Practising Company

Secretaries.

Part C (20 Marks)

Value Added Tax

15.

Report of Empowered Committee of State Finance Ministers,

constitutional provisions, relationship of VAT with inter-state

commerce and works contract tax, liability under VAT; withdrawal

of Central Sales Tax; Goods and Service Tax; .

16. Computation, procedural aspects including registration, filling of

returns, rates of tax, assessment, credit and set-off, returns,

refunds, audit, appeals, revision and appearances.

17. Appointment, jurisdiction and powers of authorities, certifications

for professionals.

18. Concept of VAT on services, VAT in other countries, scope for

Company Secretaries.

Legislative background, concept of VAT - white paper on VAT,

MODULE II

PAPER 4 : COMPANY LAW

Level of knowledge :

Expert knowledge.

Objective

and to provide thorough knowledge of the various provisions of the

Company Law in India as well as Schedules and Rules made

thereunder including their interpretation through case laws,

departmental circulars, clarifications, notifications, etc.

: To develop an understanding of the regulation of companies

Detailed contents

:

1. Introduction

Nature and form of business enterprise ; types of business enterprises;

company – definition and nature.

Historical development of corporate concepts ; emergence of principles

of limited liability and development of Company Law in England and

India.

Concept of corporate personality; corporate veil and its lifting.

Working and administration of Company Law.

2. Incorporation and its Consequences

Types of companies and their incorporation; memorandum and articles

of association and their alteration; registered office; publication of name;

commencement of business; contracts; deeds; common seal; effect

of incorporation.

Re-registration and registration of unregistered joint-stock companies.

The doctrine of

ultra-vires, constructive notice and indoor management.

Promoters

- meaning and importance; position, duties and liabilities.

3. Financial Structure

Concept of capital and financing of companies, sources of capital;

classes and types of shares; equity with differential rights; issue of

shares at par, premium and discount; forfeiture and surrender of shares;

bonus issues; rights issues; issue of sweat equity shares; employees

stock option scheme; private placement.

Introduction of New Syllabus of the Company Secretaryship Course

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Alteration of share capital; reduction of capital; buy-back of shares.

Debt capital

in corporate debt financing; debenture trust deed and trustees;

conversion of and redemption of debentures.

- debentures, debenture stock, bonds; new developments

Securing of debts

– creation, modification and satisfaction of charges.

Prospectus

shelf prospectus; information memorandum; contents, registration,

misrepresentations and penalties.

– definition; abridged prospectus; red-herring prospectus;

Allotment and certificates

debentures and other securities; calls; share certificates and share

warrants.

- contracts to subscribe for shares,

4. Membership, Depositories and Transfer/Transmission

Membership

of members, register of members; dematerialisation and

rematerialisation of securities; transfer and transmission of securities

in physical and depository modes; nomination.

- modes of acquiring membership; rights and privileges

5. Management and Control of Companies

Directors

disqualifications, remuneration, vacation of office, retirement,

resignation and removal; loans to directors; powers and duties; office

or place of profit; role of directors; contracts in which directors are

interested.

Managing and whole-time directors and manager.

– appointment/re-appointment, qualifications,

Company secretary

secretary as a principal officer.

– appointment, role and responsibilities; company

Meetings of directors and committees

proceedings of Board /Committee meetings; tele and videoconferencing

of Board/Committee(s); resolution by circulation; minutes

and evidence.

- frequency, convening, and

General meetings

relating to convening and proceedings at general and other meetings

– notice, quorum, proxy, voting including voting through electronic

means, resolutions, circulation of members’ resolution, etc.; postal

ballot; recording, signing and inspection of minutes; role of chairman.

- kinds of meetings; law, practice and procedure

Distribution of powers of a company

and general meetings; acts by directors in excess of authority;

monitoring and management.

- division of powers between Board

Sole Selling and Buying Agents

reappointment, removal; powers of Central Government and rules

framed for the purpose.

- Meaning, appointment and

6. Dividend

Profit and ascertainment of divisible profits; declaration and payment of

dividend; treatment of unpaid and unclaimed dividend; transfer of unpaid

and unclaimed dividend to Investor Education and Protection Fund.

7. Investments, Loans and Deposits

Law relating to making investments in and granting loans to other bodies

corporate and giving guarantees and providing security.

Invitation, acceptance, renewal, repayment, default and remedies.

8. Accounts and Audit

Books of account; financial statements; audit and auditor’s report;

powers of the Central Government to direct special audit; cost audit.

Auditors

disqualification; rights, duties and liabilities.

- appointment, resignation and removal; qualification and

9. Board’s Report and Disclosures

directors’ responsibility statement.

Compliance certificate – need and purpose; issue and signing by

practising company secretary; disclosure and filing.

– preparation; disclosures;

10. Registers and Returns

presentation and inspection of statutory books/registers prescribed

under various provisions of the company law and filing of various forms/

returns to Registrar of Companies; procedure and penalties for delayed

filing, etc.

– maintenance, authentication,

Annual Return -

and disclosures; signing, certification and filing; maintenance, place

of keeping and its inspection.

Nature and significance ; contents ; filling – preparation

11. Inspection and Investigation

Inspection of documents, books of account, registers etc; powers of

the inspector, seizure of books and documents, inspector’s report;

power of the Registrar of Companies, investigation into affairs of the

company.

12. Majority Rule and Minority Rights

Law relating to majority powers and minority rights.

Shareholder remedies

personal actions; prevention of oppression and mis-management.

- actions by shareholders; statutory remedies;

13. Compromises and Arrangements –

14. Societies, Co-operative Societies, Trusts, Producer Companies

and Limited Liability Partnerships

an overview.

Concept, formation, membership, functioning and dissolution.

15. Application of Company Law to Different Sectors such as

Banking, Insurance, etc.

16. Offences and Penalties –

an overview.

17. Striking off Name of Companies.

Concept.

18. Winding up of Companies

Concept and modes.

19. An Introduction to E-governance

PAPER 5 : ECONOMIC AND LABOUR LAWS

Level of knowledge

: Working knowledge.

Objective

(i) certain economic laws; and

(ii) important labour laws which have direct relevance to the

functioning of companies.

: To provide an understanding of –

Detailed contents :

Part A : Economic Laws (60 Marks)

1. Industries Development and Regulation

Objects and definitions - an overview of current Industrial Policy;

regulatory mechanism under IDRA. The Micro, Small and Medium

Enterprises Development Act, 2006.

2. Foreign Trade Policy and Procedures

Main features; served from India scheme; export promotion council;

vishesh krishi and gram udyog yojana; focus market scheme; duty

exemption and remission schemes; advance authorisation scheme and

DFRC, DEPB, EPCG, etc; EOUs, EHTPs, STPs, BPTs and SEZs.

3. Trade, Competition and Consumer Protection

Concept of competition, development of competition law, overview of

MRTP Act; Competition Act, 2002 - anti competitive agreements, abuse

of dominant position, combination, regulation of combinations,

Competition Commission of India; Appearance before Commission,

compliance of Competition Law.

Consumer protection in India, genesis of the law; objects; rights of

consumers; nature and scope of remedies; appearance before

Consumer Dispute Redressal Forums.

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4. Essential Commodities and Standards of Weights and Measures

Objects; powers of Central Government, seizure and confiscation of

essential commodities; summary trial; Standards of Weights and

Measures Act, 1976.

5. Management of Foreign Exchange Transactions

Objectives and definitions under FEMA. Current account transactions,

Capital account transactions, foreign direct investment in India and

abroad, acquisition and transfer of immovable property; Establishment

in India of branch, office etc; Export of goods and services; Realisation

and repatriation of foreign exchange, authorised person, penalties and

enforcement.

Foreign contributions and hospitality; Exemptions, powers of Central

Government, adjudication and appeal; offences and penalties.

6. Pollution Control and Environmental Protection

Concept of sustainable development, Government policy regarding

environment, law relating to Prevention and Control of Air Pollution

and Water pollution, Environment (Protection) Law; Appearance before

Environment Tribunal/Authority.

7. Management of Intellectual Property Rights

Concept and development of intellectual property law in India. Law

and procedure relating to patents, trade marks and copyrights; Overview

of laws relating to other related intellectual property rights.

Intellectual Property Appellate Board

8. Prevention of Money Laundering

Genesis, concept and definitions, various transactions, etc. obligations

of banks and financial institutions, RBI Guidelines on KYC.

Part - B : Labour Laws (40 Marks)

9. Minimum Wages Act, 1948

Object and scope; Minimum Wages Act, Advisory Board, Central

Advisory Board; Authority and claims, compliances, offences and

penalties.

10. Payment of Bonus Act, 1965

Object, application and major provisions; Exemption; compliances,

offences and penalties.

11. Payment of Gratuity Act, 1972

Application and major provisions ; Controlling Authority and the

Appellate Authority, obligations and rights of employers and employees

and compliances.

12. Employees’ Provident Funds and Miscellaneous Provisions

Act, 1952

Application and major provisions; Exemption and compliances.

13. Employees’ State Insurance Act, 1948

Application and major provisions; Employees’ State Insurance,

Employees’ State Insurance Corporation, Employees’ Insurance Court;

Exemptions and compliances.

14. Workmen’s Compensation Act, 1923

Object, scope and major provisions including proceedings before the

Commissioner, appeals, compliances, penalties, special provisions.

15. Contract Labour (Regulation and Abolition) Act, 1970

Application, scope and major provisions including Advisory boards,

registration of establishments, appointment of licensing officer; Welfare

and health; compliances; penalties and procedure and inspectors.

16. Industrial Disputes Act, 1947

Concept, objective, and significance, Authorities; procedure and

powers; unfair labour practices, penalties.

17. Industrial Employment (Standing Orders) Act, 1946

Object, scope and major provisions of the Act and compliances.

18. Factories Act, 1948

Object, scope and major provisions; Authorities, compliances and

penalties.

PAPER 6 : SECURITIES LAWS AND COMPLIANCES

Level of knowledge

: Expert knowledge

Objective

securities laws and the regulatory framework concerning capital markets

in India.

: To provide expert knowledge and understanding of

Detailed contents :

Part A : Securities Laws (60 Marks)

1. An Overview of Legal and Regulatory Framework

Capital market regulatory framework

Act, 1956; SEBI Act, 1992; Depositories Act, 1996; authorities

governing capital markets; objective, power and functions of SEBI;

Securities Appellate Tribunal, appearance before SAT.

Profile of securities market; securities market reforms and regulatory

measures to promote investor confidence; growth of money market in

India – structure and institutional mechanism.

– Securities Contracts (Regulation)

2. Capital Market Instruments and Rating

Capital market instruments

sweat equity, non-voting shares ; new instruments of capital market -

pure, hybrid and derivatives; money market instruments - treasury bills,

commercial bills, commercial paper, participatory notes; rating and

grading of instruments; concept, scope and significance; regulatory

framework; rating agencies in India, rating methodologies.

- equity, debentures, preference shares,

3. Capital Market Intermediaries

Primary market and secondary market intermediaries - role and

functions, merchant bankers, stock brokers, registrars to an issue,

underwriters, bankers to issue, portfolio managers, debenture- trustees,

foreign Institutional investors etc., self regulatory organisations,

guidelines on anti money laundering; surveillance; holding of enquiry.

4. Secondary Market Institutions

Functions and significance of stock exchanges; regulatory framework;

operations and trading mechanism of stock exchanges; Settlement of

securities, surveillance mechanism at stock exchanges, straight through

processing, demutualisation of stock exchanges.

5. Mutual Funds

Introduction, definitions, types, risks involved, setting up of mutual fund;

concept of Trustee and Asset Management Company; regulatory

framework.

6. Venture Capital

Concept of venture capital, regulatory framework, registration,

investment conditions and restrictions, foreign venture capital investors,

private capital funds.

7. Collective Investment Schemes

Regulatory framework governing collective investment schemes,

restrictions on business activities, submission of information and

documents, trustees and their obligations.

8. Buy-Back of Securities

Objectives of buy-back; available sources for buy-back of securities;

conditions to be fulfilled and obligations for buy-back of securities of

both listed and unlisted companies; pricing for buy back; modes of

buy-back.

9. Depository System

Overview of depository system in India; Depositories

Act; definitions, setting up of depository; role and functions of

depository; depository participants; inspection and penalties; internal

audit and concurrent audit of depository participants.

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Part B : Issue Management And Compliances (40 Marks)

10. Issue of Capital

Listing of securities; SEBI Guidelines for Disclosure and Investor

Protection (DIP), procedure for issue of various types of shares and

debentures, employee stock option scheme; and employee stock

purchase scheme, delising of securities.

11. Resource Mobilisation in International Capital Market

Listing of securities issued outside India - Foreign Currency Convertible

Bonds, Global Depository Receipts, American Depository Receipts;

External Commercial Borrowings, procedure for issue of various

instruments.

12. Indian Depository Receipts

Indian Depository Receipts, procedure for making an issue of IDRs;

conditions for issue of IDRs; listing of IDRs.

ANNEXURE – III

DETAILED COURSE CONTENTS UNDER

THE PROFESSIONAL PROGRAMME

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(s). Candidates are expected to be conversant with the

amendments to the laws made upto six months preceding the date of

examinations.

PROFESSIONAL PROGRAMME

MODULE I

PAPER 1: COMPANY SECRETARIAL PRACTICE

Level of knowledge :

Expert knowledge.

Objective :

under the Companies Act, Rules and Regulations made thereunder

including understanding of international dimensions of company law.

To provide an in-depth understanding of the procedures

Detailed contents :

1. E-governance (MCA – 21)

Important Features of MCA-21

and on-line filing and inspection of documents.

– CIN, DIN, DSC, CFC, SRN, etc; Eforms

2. Company Formation and Conversion

Choice of form of business entity; conversion/ re-conversion of one

form of business entity into another.

Procedure for incorporation of private/public companies, companies

limited by guarantee and unlimited companies and their conversions/

re-conversion/re-registration; obtaining certificate of commencement

of business; obtaining certification of re-registration; commencement

of new business and certification; filing of agreements with managerial

personnel;

Formation of associations not for profit and non profit companies;

procedure relating to foreign companies carrying on business in India.

3. Alteration of Memorandum and Articles

Procedure for alteration of various clauses of memorandum: name

clause, situation of registered office clause, objects clause, capital clause

and liability clause; procedure for alteration of articles; effect of alteration.

4. Issue and Allotment of Securities

Procedure for public issue, rights issue and bonus shares; procedure

for issue of securities at par/premium/discount; procedure for calls on

shares; Issue of sweat equity shares, employees stock option scheme,

shares with differential voting rights; issue and redemption of preference

shares; issue of shares on preferential basis/private placement.

Return of allotment and effect of irregular allotment; issue of certificates;

alteration of share capital; procedure for forfeiture of shares and reissue

of forfeited shares; cancellation of shares; surrender of shares;

conversion and re-conversion of shares into stock.

Procedure for issue of debentures including creation of security and

debenture redemption reserve; drafting of debenture trust deed;

conversion of and redemption of debentures.

5. Membership and Transfer/Transmission

Procedure for induction of members; nomination of shares; variation

of shareholders’ rights; cessation of membership including dispute

resolution.

Transfer/transmission/transposition ; dematerialization/

rematerialisation of securities.

6. Directors and Managerial Personnel

Procedure for appointment, reappointment, resignation, removal and

varying terms of appointment/ re-appointment of directors and

managerial personnel.

Procedure for payment of remuneration to directors and managerial

personnel and disclosures thereof; compensation for loss of office;

waiver of recovery of remuneration; directors and officers liability

insurance.

Procedure for making loans to directors, disclosure of interest by a

director, holding of office or place of profit by a director/relative, etc. of

a director.

Company Secretary

Company Secretary; role of the Company Secretary; functions and

duties; relationship with chairman and directors; secretary as advisor

to the chairman and the board.

– Appointment, resignation and removal of

Company Secretary in Practice

appointment, resignation and removal of company secretary in practice.

– Functions ; procedure for

Auditors

Procedure for appointment/reappointment, resignation and removal

of statutory auditors and branch auditors; appointment of cost auditors;

special auditors; CAG audit.

7. Decision-making Forums and Meetings

Collective decision making forums

and responsibility.

- authority, accountability, delegation

Board Meetings

Meetings.

- Convening and management of Board and Committee

General Meetings

annual and extra-ordinary general meetings, class meetings;

preparation of notices and agenda papers.

Procedure for passing of resolutions by postal ballot, conducting a poll

and adjournment of a meeting.

Post-meeting formalities including preparation of minutes and

dissemination of information and decisions including filing thereof.

- convening and management of statutory meeting,

8. Preparation & Presentation of Reports

Preparation of financial statements, auditors’ report, directors’ report

and report on corporate governance.

9. Distribution of Profit

Procedure for ascertainment of divisible profits and declaration of

dividend; payment of dividend; claiming of unclaimed/unpaid dividend;

transfer of unpaid/unclaimed dividend to Investor Education and

Protection Fund.

10. Charges

Procedure for creation/modification/satisfaction of charges and

registration thereof; register of charges; inspection of charges.

11. Inter-corporate Loans, Investments, Guarantees and Security

Procedure for making inter-corporate loans, investments, giving of

guarantees and providing of security.

Introduction of New Syllabus of the Company Secretaryship Course

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42 November 2007

12. Filling and Filing of Returns and Documents, etc.

Procedure for filling and filing of returns and documents :

(a) Annual filing, i.e., annual accounts, compliance certificate,

annual return, etc.

(b) Event based filing.

13. Striking off Names of Companies

– Law and Procedure.

14. Best Practices

Concept, scope and advantages; Secretarial Standards issued by the

ICSI; Compliance of secretarial standards for good governance.

- Secretarial Standards

15. Insider Trading

Concept and rationale behind prohibition of insider trading; SEBI’s

Insider Trading Regulations; major actions taken by SEBI so far; Role

of Company Secretary in compliance requirements.

16. Global Developments in Company Law

Contemporary developments, distinguishing and evolving features of

company law in other jurisdictions.

PAPER 2 : DRAFTING, APPEARANCES AND PLEADINGS

Level of knowledge :

Working knowledge.

Objective :

pleadings and advocacy techniques.

To acquaint the students with fundamentals of drafting,

Detailed contents

1. General Principles of Drafting

General principles and rules of drafting of deeds and conveyance,

basic components of deeds, endorsement and supplemental deeds,

aids to clarity and accuracy, legal requirements and implications.

2. Drafting of Agreements

Drafting of various Agreements including collaboration agreements,

arbitration; guarantees, counter guarantees; bank guarantee,

hypothecation agreement, outsourcing agreements, service

agreements, leave and license, etc.

3. Drafting of Various Deeds

Deed of sale of land, building, mortgage, licence, lease, assignment,

trust, partnership, Power of Attorney, etc.

4. Drafting of Agreements under the Companies Act

Pre incorporation contracts; Memorandum and Articles of Association

and other agreements.

5. Appearances and Pleadings

Appearance before tribunals/quasi judicial bodies such as CLB, SAT,

NCLT, CCI TRAI, etc. and appellate authorities.

Drafting of petitions/applications; drafting of written statement, counter

affidavit, reply and rejoinder.

Drafting of Affidavit in evidence ; arguments on preliminary submissions,

arguments on merits ; legal pleadings and written submissions.

Drafting and filing of Appeals, writ petitions, special leave petition,

revision and review applications, affidavits.

Dress code, etiquettes and court craft.

6. Compounding of Offences

Compounding of offences under the Companies Act, SEBI Act, FEMA

etc. Consent Orders.

MODULE II

PAPER 3 : FINANCIAL, TREASURY AND FOREX

MANAGEMENT

Level of knowledge :

Expert knowledge.

Objectives :

(i) To provide conceptual clarity about the management tools

and techniques used in financial planning, analysis, control

and decision making.

(ii) To provide knowledge of derivatives, forex and treasury

management to enable the candidates to tackle practical

situation with ease.

Detailed contents :

1. Nature and Scope of Financial Management

Nature, significance, objectives and scope of financial management;

risk-return and value of the firm; financial distress and insolvency;

financial sector reforms and their impact on financial management;

functions of finance executive in an organisation; financial management

– recent developments.

2. Capital Budgeting Decisions

Planning and control of capital expenditure; capital budgeting process;

techniques of capital budgeting- discounted and non-discounted cash

flow methods, choice of methods; capital rationing; risk evaluation and

sensitivity analysis, simulation for risk evaluation; linear programming

and capital budgeting decisions.

3. Capital Structure Decisions

Meaning and significance of capital structure; capital structure vis-avis

financial structure; capital structure planning and designing; optimal

capital structure; determinants of capital structure; capital structure

and valuation - theoretical analysis; EBIT – EPS analysis; cost of capital;

factors affecting cost of capital, measurement of cost of capital,

weighted average cost of capital, marginal cost of capital; risk and

leverage; measures of leverage, leverage effects on shareholders

returns.

4. Sources of Finance

Equity, non-voting preference shares; debentures and bonds;

company deposits; term loans from financial institutions and banks;

international finance and syndication of loans; euro-issues and

external commercial borrowings; FCCB; internal funds as a source

of finance; dividend policy and retention of profits; bonus shares;

deferred payment arrangements; corporate taxation and its impact

on corporate financing; financing cost escalation.

5. Dividend Policy

Introduction; types, determinants and constraints of dividend policy;

different dividend theories — Walter’s Model, Gordon’s Model and

Modigliani-Miller Hypothesis of dividend irrelevance; forms of dividend;

dividend policy - practical considerations and legal constraints;

corporate dividend practices in India; statutory framework.

6. Working Capital Management and Control

Working capital

capital requirements - operating cycle concept and applications of

quantitative techniques; management of working capital - cash,

receivables, inventories; financing of working capital; banking norms

and macro aspects of working capital management.

- meaning, types, determinants; assessment of working

7. Security Analysis and Portfolio Management

Security analysis

efficient capital market theory; portfolio management - meaning,

objectives; portfolio theory – traditional approach; modern approach -

CAPM model.

- fundamental approach, technical approach and

8. Financial Services

Meaning, significance and scope of financial services ; types of financial

services

capital, mutual funds, factoring and forfeiting, securitisation of debt,

loan syndication, custodial and corporate advisory services, credit

rating.

– merchant banking, leasing and hire purchase, venture

9. Project Planning and Control

Project Planning and preparation of project report; project appraisal

under normal, inflationary and deflationary conditions; project appraisal

by financial institutions – lending policies and appraisal norms by

financial institutions and banks; loan documentation and loan

Introduction of New Syllabus of the Company Secretaryship Course

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43 November 2007

syndication, project review and control; social cost and benefit analysis

of project.

10. Derivatives and Commodity Exchanges

Concept of derivatives; financial derivatives and commodity derivatives;

types of derivatives - forward contracts, futures contracts, options;

participants in futures and options market, Index based derivatives

and security based derivatives; derivatives and exposure management,

currency forwards, currency futures, currency options and currency

swaps and interest rate risk management; derivative markets in India;

commodity exchanges in India.

11. Treasury Management

Meaning, objectives, significance, functions and scope of treasury

management; relationship between treasury management and financial

management; role and responsibilities of chief finance executive; tools

of treasury management; internal treasury controls; environment for

treasury management; role of information technology in treasury

management; liquidity management, regulation, supervision and control

of treasury operations, implications of treasury on international banking.

12. Forex Management

Nature, significance and scope of forex management; foreign exchange

market and its structure; foreign exchange rates and its determination;

exchange rate quotes; types of exchange rates; forex trading; currency

futures and options; foreign exchange risk exposures and their

management; exchange rate forecasting; risk in foreign exchange

business.

13. Recent Developments in Financial, Treasury and Forex

Management

14. Practical Problems and Case Studies.

PAPER 4 : CORPORATE RESTRUCTURING

AND INSOLVENCY

Level of knowledge :

Expert knowledge.

Objectives :

law and practical issues relating to corporate restructuring and

insolvency.

To provide an in-depth understanding of all aspects of

Detailed contents :

Part A : Corporate Restructuring (70 Marks)

1. Introduction

Meaning of corporate restructuring, need, scope and modes of

restructuring, historical background, global scenario, national scenario.

2. Strategies

Planning, formulation and execution of various corporate restructuring

strategies - mergers, acquisitions, takeovers, disinvestments and

strategic alliances, demergers and hiving off.

3. Mergers and Amalgamations

Meaning and concept; legal, procedural, economic, accounting, taxation

and financial aspects of mergers and amalgamations including stamp

duty and allied matters; interest of small investors; merger aspects

under competition law; jurisdiction of courts; filing of various forms;

Amalgamation of banking companies and procedure related to

Government companies; Cross border mergers.

4. Takeovers

Meaning and concept; types of takeovers; legal aspects - SEBI takeover

regulations; procedural, economic, financial, accounting and taxation

aspects; stamp duty and allied matters; payment of consideration; bail

out takeovers and takeover of sick units; takeover defences; cross

border takeovers.

5. Funding of Mergers and Takeovers

Financial alternatives; merits and demerits; funding through various

types of financial instruments including equity and preference shares,

options and securities with differential rights, swaps, stock options;

ECBs, funding through financial institutions and banks; rehabilitation

finance; management buyouts/leveraged buyouts.

6. Valuation of Shares and Business

Introduction; need and purpose; factors influencing valuation; methods

of valuation of shares; corporate and business valuation.

7. Corporate Demergers and Reverse Mergers

Concept of demerger; modes of demerger - by agreement, under

scheme of arrangement; demerger and voluntary winding up; legal

and procedural aspects; tax aspects and reliefs; reverse mergers –

procedural aspects and tax implications.

8. Post Merger Re-organisation

Factors in post merger reorganization: integration of businesses and

operations, financial accounting, taxation, post merger valuation,

human and cultural aspects; assessing accomplishment of post merger

objectives; measuring post merger efficiency.

9. Financial Restructuring

Reduction of capital; reorganisation of share capital

Buy-back of shares

of shares by listed and unlisted companies.

– concept and necessity; procedure for buy-back

10. Legal Documentation.

11. Case Studies.

Part B – Corporate Insolvency (30 Marks)

12. Revival, Rehabilitation and Restructuring of Sick Companies

Sick companies and their revival with special reference to the law and

procedure relating to sick companies.

13. Securitisation and Debt Recovery

Securitisation Act :

Overview of the Securitisation and Reconstruction of Financial Assets

and Enforcement of Security Interest Act, 2002; process; participants;

Special Purpose Vehicle (SPV), Asset Reconstruction Companies

(ARCs), Qualified Institutional Buyers (QIB).

Debt Recovery Act :

Overview of the Recovery of Debts Due to Banks and Financial

Institutions Act, 1993; Tribunal, Procedure; compromises and

arrangements with banks and creditors.

14. Winding up

Concept; modes of winding up; administrative machinery for winding up.

Winding up process and procedure; managing stakeholders and parties

in liquidation; conducting meetings of shareholders/creditors etc.;

dealing with contracts; managing estate; outsourcing responsibilities

to professionals/service providers such as valuers, security agencies,

etc; best practices in performing liquidation/administrator functions;

accountability and liabilities; Role of liquidators and insolvency

practitioners.

Consequences of winding up; winding up of unregistered companies;

dissolution.

15. Cross Border Insolvency.

MODULE III

PAPER 5 : STRATEGIC MANAGEMENT, ALLIANCES

AND INTERNATIONAL TRADE

Level of Knowledge

: Working Knowledge.

Objectives

the concepts, techniques and processes relating to strategic

management, alliances as well as International Trade and treaties

including World Trade Organisation.

: To develop the basic understanding of the students about

Detailed contents :

Part A : Strategic Management (40 Marks)

1. Nature and Scope of Strategic Management

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

44 November 2007

Concept; role, functions and processes of strategic management in

globally, competitive and knowledge-based environment.

2. Environmental Scanning and Internal Appraisal Analysis

(a) Identification of external variables - economic, technological,

legal, political, socio-cultural and, global; industry appraisal

analysis and forecasting; synthesis of external factors;

(b) Internal scanning of the firm;

(c) Tools and techniques of strategic management –SWOT

analysis, situational analysis; Gap analysis, impact analysis,

value chain analysis; business process re-engineering.

3. Planning and Formulation

Formulation of Corporate vision, mission, goals and objectives;

developing strategic alternatives, evaluations of alternatives, selection

of best alternative; strategic planning vis-à-vis tactical planning;

Strategic models for optimal decision–making.

4. Implementation and Control

Strategy implementation; developing programs, budgets and

procedures; strategic control; managing strategic changes.

5. Review

Performance Evaluation - criteria and challenges

6. Risk Management

Meaning, objectives and significance; types of risks; measuring the trade

off between risk and return; control and management of business risks.

7. Management Information Systems

Concept, elements and structure; approaches of MIS development;

pre-requisites of an effective MIS, Enterprise Resource Planning (ERP).

8. Internal Control Systems

Meaning, definition, objectives, classification, scope and limitation of

internal control; steps and techniques of internal control systems.

Part B : Strategic Alliances (20 Marks)

9. Nature and Scope

Meaning, types and stages; integrating alliances into corporate strategy;

cross cultural alliances; implementation and management of strategic

alliances.

10. Foreign Collaborations and Joint Ventures

Industrial Policy; Foreign Investment Policy; kinds and negotiation of

collaboration and joint ventures, drafting of agreement, restrictive

clauses; Indian joint ventures abroad – Indian experiences.

Part C : International Trade (40 marks)

11. International Trade and Treaties

Concept and Theories of International Trade, Institutionalisation of

international trade, establishment of World Trade Organisation;

Economic Blocks and Trade Agreements such as ASEAN, EU, SAPTA,

NAFTA etc.; India’s Free Trade, Economic Cooperation and Partnership

Agreements.

12. Anti-dumping, Subsidies and Countervailing Duties

WTO agreements on anti-dumping; safeguard measures; subsidies &

countervailing duties; Regulatory Framework and procedure in India.

13. Settlement of Disputes under WTO

Rules, regulations and procedures relating to settlement of disputes

under WTO.

PAPER 6 : ADVANCED TAX LAWS AND PRACTICE

Level of knowledge

: Expert knowledge

Objectives

To provide —

(i) knowledge of framework of taxation system in India.

(ii) knowledge of various concepts and their application relating

to tax laws with a view to integrating the relevance of these

laws with financial planning and management decisions.

(iii) an overview of international taxation.

:

Detailed contents :

Part A : Direct Taxation - Law and Practice (30 marks)

1. General Framework of Direct Taxation in India

Different direct tax laws and their inter-relationship; importance of

Income Tax Act and Annual Finance Act and related Constitutional

provisions; harmonisation of tax regime.

2. Companies under Income-tax Laws

Classification and tax incidence; corporation tax as per Article 366;

computation of taxable income and assessment of tax liability

considering special provisions relating to companies.

3. Tax Planning

Concept of tax planning; Tax planning with reference to setting up a

new business; locational aspects; nature of business; tax holiday, etc.

Tax planning with regard to specific management decisions such as

mergers and takeovers; location of undertaking; introduction of

voluntary retirement; tax planning with reference to financial

management decisions such as borrowing or investment decisions;

reorganisation or restructuring of capital decisions.

Tax planning with respect to corporate reorganization; tax planning

with reference to employees’ remuneration.

Tax planning vis-à-vis important provisions of wealth-tax including court

rulings and legislative amendments.

4. Tax Management

Return and procedure for assessment; special procedure for

assessment of search cases, e-commerce transactions, liability in

special cases; collection and recovery of tax; refunds, appeals and

revisions; penalties imposable, offences and prosecution.

Part B : Indirect Taxation – Law And Practice (50 marks)

5. Introduction

Special features of indirect tax levies

to Government revenues; constitutional provisions authorizing the levy

and collection of duties of central excise, customs, service tax, central

sales tax and VAT.

—all pervasive nature, contribution

6. Central Excise Laws

Basis of chargeability of duties of central excise

classification and valuation of excisable goods, CENVAT; assessment

procedure, exemption, payment, recovery and refunds of duties.

Clearance of excisable goods; Central Excise Bonds; maintenance of

accounts and records and filing of returns.

- goods, manufacture,

Duties payable by small scale units. set-off of duties

and scheme; Central Excise Concessions on exports; search, seizure

and investigation; offences and penalty.

Adjudication, Appeal and Revision, including appearance before

CEGAT by Company Secretary as authorised representative;

settlement of cases.

– concept, meaning

7. Customs Laws

Levy of and exemption from, customs duties

case studies; assessment and payment duties; recovery and refund of

customs duties.

Procedure for clearance of imported and exported goods; drawback of

duties.

– specific issues and

Transportation and warehousing

Confiscation of goods and conveyances and imposition of penalties;

search, seizure and arrest, offences and prosecution provisions.

Adjudication, Appeal and Revision; Settlement of Cases.

Introduction of New Syllabus of the Company Secretaryship Course

Student Company Secretary

45 November 2007

8. Promissory Estoppel in Fiscal Laws –

with reference to indirect taxes.

principles and applicability

9. Tax Planning and Management

customs, with specific reference to important issues in the respective

areas.

- scope and management in

Part C: International Taxation (20 marks)

10. Basic Concepts of International Taxation

Residency issues; source of income; tax havens; unilateral relief and

Double Tax Avoidance; transfer pricing; international merger and

acquisitions; impact of tax on GATT 94, WTO, anti dumping processing;

the subpart F Regime : definition of CFC, Subpart F Income and

Operating Rules.

11. Advance Ruling and Tax Planning

Authority for advance rulings, its power and procedure; applicability of

advance ruling; application for advance ruling and procedure on receipt

of application.

Tax planning and special provisions relating to certain incomes of nonresident

corporate assessee.

Double taxation avoidance agreements; general principles; provisions

and tax implications thereof.

12. Taxation of Inbound Transactions

Taxation of passive investments; capital gains & losses; income

taxation; property taxation; branch profit taxation.

13. Taxation of Outbound Transactions

Foreign tax credit; foreign income exclusions; indirect foreign tax credit

(deemed paid system vs. current pooling system); Controlled Foreign

Corporations; PFIC’s (Passive Foreign Investment Companies); cross

border merger, acquisitions and transfers.

MODULE IV

PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE

MANAGEMENT

Level of knowledge :

Expert knowledge.

Objective :

(i) To provide thorough understanding and appreciation of

composite legal due diligence in regard to certain corporate

activities.

(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



issue, Employees Stock Option Plans (ESOPs), Preferential

Allotment

Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights



debentures, bonds, warrants etc.

Issue of debt (both long term & short term) such as



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.

PAPER 8 : GOVERNANCE, BUSINESS ETHICS AND

SUSTAINABILITY

Level of knowledge

: Expert Knowledge

Objective

practices in the corporate world.

: To provide knowledge on global development and best

Detailed Contents :

Part A: Corporate Governance (50 Marks)

1. Evolution, concept, principles and development.

2. Management structure for corporate governance; Board

structure; building responsive boards

effectiveness of Board, board committees and their functioning in

particular audit committee, legal compliance committee and

Stakeholders’ relationship committee; appraisal of Board performance,

transparency and disclosure; internal control system and risk

management.

- issue and challenges;

3. An analysis of legislative framework of corporate governance

in various countries

4. Corporate communication; art and craft of investors relations;

shareholders activism, investor protection and changing role of

Institutional Investors.

– such as UK, USA, India. .

5. Corporate Social Responsibility and good corporate citizenship.

6. Various corporate governance forums

Association for Corporate Governance (CACG), Organization for

Economic Cooperation Development (OECD), International Corporate

Governance Network (ICGN), National Foundation for Corporate

Governance (NFCG), etc.

- Common Wealth

Part B : Business Ethics (30 Marks)

7. Genesis, significance and scope; organization perspectives.

8. Ethical principles in business – codes and innovations.

9. Concept of the stakeholders’ organization.

10. Activity analysis, business dilemma versus decision, characteristics

of ethical dilemmas; the dilemma resolution process; business ethics

as a strategic management tool; stakeholders’ protection.

11. Challenges of business ethics and corporate leadership.

Part C: Corporate Sustainability (20 Marks)

12. Genesis, meaning, nature, objectives, significance and scope

of corporate sustainability.

13. Sustainability reporting

drivers; business benefits of corporate sustainability reporting;

leadership programmes and stakeholder engagement; corporate

sustainability management systems.

14. Legal framework; conventions and treaties on environmental, health

and safety and social security issues.

- frameworks and guidance; trends and

15. Principle of Absolute Liability

- Case studies.

16. Contemporary developments.

Introduction of New Syllabus of the Company Secretaryship Course

R.K.SUNDERRAJ (LAWYER HUBLI,KARNATAKA)     31 December 2009

Immedeate Response needs appreceation.


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