NEW SYLLABUS OF THE COMPANY
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
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
PAPER 1 : GENERAL AND COMMERCIAL LAWS
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 - habeas corpus, mandamus, prohibition, quo warranto and certiorari; 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; lis pendens; provisions relating to sale, mortgage, charge, lease, gift and actionable claim.
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, res judicata, suits by companies, minors, basic understanding of summary proceedings, appeals, reference, review and revision.
9. Criminal Procedure Code Offences; mens rea, cognizable and non-cognizable offences, bail,
searches. Information Commissions (Central & State) and their powers. jurisdiction of Courts.
10. limitation for taking cognizance of certain offences. COST AND MANAGEMENT ACCOUNTING Level of knowledge : Working knowledge. 2005. (ii) To acquaint the students with cost and management
.continuing offences. Objectives : (i) To provide working knowledge of accounting principles and procedures for companies in accordance with the statutory requirements. Law relating to Right to Information Salient features of the Right to Information (RTI) Act.
PAPER 2 : COMPANY ACCOUNTS. appellate authorities. Public Authorities & their obligations . Request for obtaining information. Exemption from disclosure. Who is excluded. penalties. Objective. Designation of Public Information Officers (PIO) and their Duties. Role of Central/State Governments.
national and international accounting standards. redemption of preference shares. redemption of debentures.issue of shares at par. at premium and at discount. Accounting for share capital transactions . Preparation and presentation of final accounts of joint stock companies as per company law requirements. treatment of preliminary expenses. Issue of debentures .accounting treatment and procedures. profits prior to incorporation .
Detailed contents :
Part A : Company Accounts (50 Marks) 1.
.accounting techniques and practices. Underwriting of issues .
5. forfeiture and re-issue of shares. buy-back of shares. acquisition of business . rights issue. Holding and subsidiary companies .accounting treatment and disclosures.
7.relevance and significance. Accounting standards . bonus shares. consolidation of accounts.
2. Valuation of shares and intangible assets. conversion of debentures into shares.
treatment of idle time and overtime. cost concepts and cost classification. pricing of receipts and issue of material and accounting thereof. fixing of minimum. contract costing. tools and techniques of management accounting. advantages and limitations. Cost accounting objectives of costing system. allocation.
. collection. maximum and re-order levels. ABC analysis. cost accounting and management accounting. payroll procedures. budgetary control reports to management. labour turnover and remedial measures.Part B : Cost And Management Accounting (50 Marks)
8.unit costing. classification. absorption and control of overheads. Methods of costing . accounting and control of wastage. role of management accountant. (ii) Labour cost classification of labour costs. spoilage and defectives.
11. Budgetary control preparation of various types of budgets. apportionment. monetary and non-monetary incentive schemes. distinction between financial accounting. collection and classification of direct expenses and its treatment. Elements of cost : (i) Material cost purchase procedures. management accounting nature and scope.
10. (iv) Overheads nature. (iii) Direct expenses nature.
9. store keeping and inventory control.
application of marginal costing. wealth tax. accounting ratios .nature. importance and limitations. latest trends in presenting financial data. practical application of profit volume ratio.classification.
14. Cash flow statements classification of cash flows. cost-volumeprofit relationship. Analysis and interpretation of financial statements .
PAPER 3 : TAX LAWS Level of knowledge : Working knowledge. preparation of break-even charts. service tax and value added tax laws to the students.12. profit volume graph. advantages and limitations. objectives.
. break-even analysis. Objectives : (i) To impart knowledge of the basic principles underlying the substantive provisions of income-tax. Marginal costing . preparation and usefulness.
etc. association of persons. 4. previous year. 2. individuals including non-residents. income from house property. Incomes which do not form part of total income. Hindu Undivided Family. income from other sources. various deductions to be made in computing total income. such as salaries. 7. viz. Distinction between capital and revenue receipts and expenditure.. trusts and charitable and religious institutions. 3. Detailed contents : Part A (60 Marks) The Income-tax Act 1 Definitions. assessment and reassessment. assessment year. profit and gains of business or profession.
. rebates and reliefs. concept of income. Income of other persons included in assessee s total income. firms. aggregation of income and set off or carry forward of losses. applicable rates of taxes and tax liability. 8. efiling.(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. Computation of total income under various heads. capital gains. residential status. 6. cooperative societies. Basis of charge and scope of total income (Incomes deemed to accrue or arise in India and deemed to be received in India). 5. signatures. Taxation of every person excluding companies. Provisions concerning procedure for filing returns.
deemed assets and assets exempt from tax. Legislative background. 11. issue of notice. fringe benefits and deemed fringe benefits. 12. taxable banking transaction. exemptions. Part B (20 Marks) Service Tax 13. Statutory provisions. Tax deducted at source. appeal. collection. role of Practising Company Secretaries.9. administrative mechanism and procedural aspects. Part C (20 Marks) Value Added Tax 15. taxable services. 10. Assessment. Background. advance rulings. return of wealth and provisions concerning assessment. assets. CENVAT credit for service tax. rectification. advance tax in respect of fringe benefits. power to make rules. Wealth Tax Charge of wealth tax. assessment. recovery and refund of tax. collection and payment of service tax. returns. penalty. appeals. recovery. Charge of fringe benefit tax. Charge of banking cash transaction tax. payment and return of fringe benefits. valuation of assets. valuation.white paper on VAT. valuation. concept of VAT .
. collection. levy. value of taxable banking transaction. return. rate and computation of tax. interest on delayed payments. assessment. 14. provisions of advance tax. computation of net wealth. revisions.
Concept of VAT on services. revision and appearances. 17. 18. certifications for professionals. Objective : To develop an understanding of the regulation of companies and to provide thorough knowledge of the various provisions of the
. Appointment. credit and set-off. refunds. constitutional provisions.Report of Empowered Committee of State Finance Ministers. filling of returns. jurisdiction and powers of authorities. 16. returns. . Goods and Service Tax. audit. appeals. relationship of VAT with inter-state commerce and works contract tax. Computation. withdrawal of Central Sales Tax. assessment. liability under VAT. scope for Company Secretaries. procedural aspects including registration. rates of tax. VAT in other countries.
MODULE II PAPER 4 : COMPANY LAW Level of knowledge : Expert knowledge.
premium and discount. common seal. issue of shares at par. 2. publication of name. Promoters . commencement of business. sources of capital. The doctrine of ultra-vires. corporate veil and its lifting.Company Law in India as well as Schedules and Rules made thereunder including their interpretation through case laws. Working and administration of Company Law. duties and liabilities. registered office. Financial Structure Concept of capital and financing of companies. 3. contracts. position. notifications. memorandum and articles of association and their alteration. company definition and nature. deeds. Introduction Nature and form of business enterprise . forfeiture and surrender of shares. issue of sweat equity shares. etc.meaning and importance. classes and types of shares. bonus issues. clarifications. effect of incorporation. private placement. employees stock option scheme. departmental circulars.
. types of business enterprises. rights issues. emergence of principles of limited liability and development of Company Law in England and India. Re-registration and registration of unregistered joint-stock companies. Detailed contents : 1. Concept of corporate personality. constructive notice and indoor management. Incorporation and its Consequences Types of companies and their incorporation. equity with differential rights. Historical development of corporate concepts .
new developments in corporate debt financing. information memorandum. Depositories and Transfer/Transmission Membership . red-herring prospectus. qualifications. abridged prospectus. loans to directors. contents. resignation and removal. registration. modification and satisfaction of charges. Securing of debts creation. company
. misrepresentations and penalties. calls. Membership. nomination. share certificates and share warrants. 5. debentures and other securities. Managing and whole-time directors and manager. debenture stock. shelf prospectus. debenture trust deed and trustees. role of directors. transfer and transmission of securities in physical and depository modes. 4. office or place of profit.modes of acquiring membership. Prospectus definition.Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 39 November 2007 Alteration of share capital. powers and duties. Company secretary appointment. vacation of office.debentures. retirement. Management and Control of Companies Directors appointment/re-appointment. buy-back of shares. conversion of and redemption of debentures. register of members.contracts to subscribe for shares. Allotment and certificates . disqualifications. Debt capital . rights and privileges of members. reduction of capital. dematerialisation and rematerialisation of securities. role and responsibilities. remuneration. contracts in which directors are interested. bonds.
quorum. default and remedies. voting including voting through electronic means. resolutions. practice and procedure relating to convening and proceedings at general and other meetings notice. acts by directors in excess of authority. Accounts and Audit Books of account. signing and inspection of minutes. recording. and proceedings of Board /Committee meetings. postal ballot. Invitation. 6. powers of Central Government and rules framed for the purpose. circulation of members resolution. Dividend Profit and ascertainment of divisible profits. removal. Loans and Deposits Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security. Investments. 7. convening. repayment.Meaning. financial statements. etc. Sole Selling and Buying Agents . minutes and evidence. resolution by circulation. role of chairman. General meetings . law.. appointment and reappointment.division of powers between Board and general meetings. Distribution of powers of a company . acceptance. proxy.frequency. declaration and payment of dividend. transfer of unpaid and unclaimed dividend to Investor Education and Protection Fund. audit and auditor s report.
.secretary as a principal officer. monitoring and management. tele and videoconferencing of Board/Committee(s). renewal. Meetings of directors and committees . treatment of unpaid and unclaimed dividend.kinds of meetings. 8.
power of the Registrar of Companies. place of keeping and its inspection.actions by shareholders. registers etc.Nature and significance . signing. procedure and penalties for delayed filing. disclosures. etc. Producer Companies
. Societies. disclosure and filing. certification and filing. cost audit. qualification and disqualification. Board s Report and Disclosures preparation. Annual Return . maintenance. Compromises and Arrangements an overview. seizure of books and documents. contents . Inspection and Investigation Inspection of documents. 13. powers of the inspector. directors responsibility statement. personal actions. prevention of oppression and mis-management. duties and liabilities. statutory remedies. investigation into affairs of the company. 12. 10. Majority Rule and Minority Rights Law relating to majority powers and minority rights.appointment.powers of the Central Government to direct special audit. books of account. Registers and Returns maintenance. inspector s report. 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. 11. authentication. issue and signing by practising company secretary. Shareholder remedies . Co-operative Societies. resignation and removal. rights. Auditors . 14. filling preparation and disclosures. Trusts. Compliance certificate need and purpose. 9.
focus market scheme. Detailed contents : Part A : Economic Laws (60 Marks) 1. An Introduction to E-governance PAPER 5 : ECONOMIC AND LABOUR LAWS Level of knowledge : Working knowledge. served from India scheme. Concept. Objective : To provide an understanding of (i) certain economic laws. and (ii) important labour laws which have direct relevance to the functioning of companies. 19. Application of Company Law to Different Sectors such as Banking. 15. advance authorisation scheme and
. The Micro.and Limited Liability Partnerships Concept. 18. vishesh krishi and gram udyog yojana. formation. functioning and dissolution. 16. Striking off Name of Companies. Offences and Penalties an overview. Industries Development and Regulation Objects and definitions . 2006. 17. 2. etc. Insurance. Winding up of Companies Concept and modes. regulatory mechanism under IDRA. export promotion council. Foreign Trade Policy and Procedures Main features.an overview of current Industrial Policy. duty exemption and remission schemes. Small and Medium Enterprises Development Act. membership.
Competition Commission of India. 5. office etc. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 40 November 2007 4. regulation of combinations. Standards of Weights and Measures Act. acquisition and transfer of immovable property. EOUs. adjudication and appeal. overview of MRTP Act. etc. 3. rights of consumers. Current account transactions. seizure and confiscation of essential commodities. Pollution Control and Environmental Protection
. 1976. Management of Foreign Exchange Transactions Objectives and definitions under FEMA. abuse of dominant position. foreign direct investment in India and abroad. DEPB. powers of Central Government. BPTs and SEZs. genesis of the law. summary trial. nature and scope of remedies. 2002 . Export of goods and services.anti competitive agreements. STPs. Essential Commodities and Standards of Weights and Measures Objects. objects.DFRC. Establishment in India of branch. Capital account transactions. EPCG. Competition Act. offences and penalties. compliance of Competition Law. Realisation and repatriation of foreign exchange. Exemptions. development of competition law. penalties and enforcement. appearance before Consumer Dispute Redressal Forums. Competition and Consumer Protection Concept of competition. Foreign contributions and hospitality. EHTPs. authorised person. powers of Central Government. 6. combination. Trade. Appearance before Commission. Consumer protection in India.
Employees Provident Funds and Miscellaneous Provisions Act. etc.Concept of sustainable development. Advisory Board. Environment (Protection) Law. compliances. Payment of Gratuity Act. Central Advisory Board. 1965 Object. Government policy regarding environment. 10. application and major provisions.B : Labour Laws (40 Marks) 9. obligations and rights of employers and employees and compliances. Payment of Bonus Act. 1948 Object and scope. offences and penalties. Overview of laws relating to other related intellectual property rights. offences and penalties. 1952
. obligations of banks and financial institutions. Minimum Wages Act. Part . concept and definitions. Intellectual Property Appellate Board 8. Appearance before Environment Tribunal/Authority. 7. Law and procedure relating to patents. RBI Guidelines on KYC. 12. Authority and claims. 1972 Application and major provisions . law relating to Prevention and Control of Air Pollution and Water pollution. Minimum Wages Act. Controlling Authority and the Appellate Authority. Exemption. Management of Intellectual Property Rights Concept and development of intellectual property law in India. various transactions. 11. Prevention of Money Laundering Genesis. compliances. trade marks and copyrights.
objective. Welfare and health. penalties. 15. PAPER 6 : SECURITIES LAWS AND COMPLIANCES Level of knowledge : Expert knowledge Objective: To provide expert knowledge and understanding of securities laws and the regulatory framework concerning capital markets in India. compliances and penalties. compliances. scope and major provisions including proceedings before the Commissioner. Employees State Insurance Corporation.Application and major provisions. 1947 Concept. unfair labour practices. appointment of licensing officer. and significance. 14. Employees State Insurance. 17. special provisions. 16. 18. 1948 Object. 1946 Object. Industrial Disputes Act. Factories Act. penalties and procedure and inspectors. Industrial Employment (Standing Orders) Act. Employees Insurance Court. scope and major provisions. 13. 1970 Application. Contract Labour (Regulation and Abolition) Act. Exemptions and compliances. Workmen s Compensation Act. Authorities. appeals. 1948 Application and major provisions. scope and major provisions including Advisory boards. scope and major provisions of the Act and compliances. Employees State Insurance Act. Authorities. 1923 Object. Detailed contents :
. procedure and powers. penalties. registration of establishments. compliances. Exemption and compliances.
participatory notes. rating methodologies. growth of money market in India structure and institutional mechanism. 3. foreign Institutional investors etc. sweat equity. Secondary Market Institutions Functions and significance of stock exchanges. SEBI Act. non-voting shares . Securities Appellate Tribunal. holding of enquiry. authorities governing capital markets. debenture. concept. power and functions of SEBI. surveillance.Part A : Securities Laws (60 Marks) 1. underwriters. regulatory framework. Capital Market Instruments and Rating Capital market instruments . new instruments of capital market pure. commercial bills. stock brokers. bankers to issue. scope and significance. appearance before SAT. objective. commercial paper. straight through
. debentures. 4. rating agencies in India.. Capital Market Intermediaries Primary market and secondary market intermediaries . surveillance mechanism at stock exchanges. merchant bankers.treasury bills. 1992. operations and trading mechanism of stock exchanges. rating and grading of instruments. Depositories Act. Settlement of securities. 1956. registrars to an issue.role and functions. 2. preference shares. securities market reforms and regulatory measures to promote investor confidence. guidelines on anti money laundering.trustees. self regulatory organisations. hybrid and derivatives. portfolio managers. regulatory framework. 1996. An Overview of Legal and Regulatory Framework Capital market regulatory framework Securities Contracts (Regulation) Act. money market instruments . Profile of securities market.equity.
submission of information and documents. Venture Capital Concept of venture capital. demutualisation of stock exchanges. types. regulatory framework. private capital funds. 8. Depositories Act. concept of Trustee and Asset Management Company. pricing for buy back. inspection and penalties. Depository System Overview of depository system in India. trustees and their obligations. internal audit and concurrent audit of depository participants. conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies. role and functions of depository. risks involved. 7. regulatory framework. Buy-Back of Securities Objectives of buy-back. setting up of depository. definitions. 9. modes of buy-back. 6. 5. investment conditions and restrictions. setting up of mutual fund. foreign venture capital investors. Collective Investment Schemes Regulatory framework governing collective investment schemes. Mutual Funds Introduction. available sources for buy-back of securities. depository participants. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 41 November 2007 Part B : Issue Management And Compliances (40 Marks)
. restrictions on business activities. registration.processing. definitions.
conditions for issue of IDRs. the use of Hindi as a medium of writing for any particular subject(s). delising of securities. External Commercial Borrowings. and employee stock purchase scheme. 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. SEBI Guidelines for Disclosure and Investor Protection (DIP). PROFESSIONAL PROGRAMME MODULE I
. The medium of writing the examination will be English. procedure for issue of various instruments. Global Depository Receipts. procedure for issue of various types of shares and debentures. Resource Mobilisation in International Capital Market Listing of securities issued outside India . American Depository Receipts. Candidates are expected to be conversant with the amendments to the laws made upto six months preceding the date of examinations. Issue of Capital Listing of securities. employee stock option scheme.Foreign Currency Convertible Bonds. 11. Indian Depository Receipts Indian Depository Receipts. procedure for making an issue of IDRs.10. 12. subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates. provided that it shall be competent for the Council to permit.
objects clause. conversion/ re-conversion of one form of business entity into another. etc. 3. rights issue and bonus shares. DSC. Rules and Regulations made thereunder including understanding of international dimensions of company law. procedure for alteration of articles. Alteration of Memorandum and Articles Procedure for alteration of various clauses of memorandum: name clause. obtaining certification of re-registration. procedure
. 4. DIN. procedure relating to foreign companies carrying on business in India. CFC. companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration. effect of alteration. Procedure for incorporation of private/public companies. E-governance (MCA 21) Important Features of MCA-21 CIN. Eforms and on-line filing and inspection of documents. situation of registered office clause. filing of agreements with managerial personnel. capital clause and liability clause. Detailed contents : 1. Company Formation and Conversion Choice of form of business entity. commencement of new business and certification. Issue and Allotment of Securities Procedure for public issue. 2. SRN. obtaining certificate of commencement of business. Objective : To provide an in-depth understanding of the procedures under the Companies Act. Formation of associations not for profit and non profit companies.PAPER 1: COMPANY SECRETARIAL PRACTICE Level of knowledge : Expert knowledge.
for issue of securities at par/premium/discount. resignation. variation of shareholders rights. issue of certificates. issue of shares on preferential basis/private placement. compensation for loss of office. cancellation of shares. disclosure of interest by a
. procedure for calls on shares. cessation of membership including dispute resolution. Procedure for making loans to directors. Transfer/transmission/transposition . 6. Membership and Transfer/Transmission Procedure for induction of members. reappointment. Procedure for issue of debentures including creation of security and debenture redemption reserve. conversion and re-conversion of shares into stock. surrender of shares. Directors and Managerial Personnel Procedure for appointment. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof. removal and varying terms of appointment/ re-appointment of directors and managerial personnel. conversion of and redemption of debentures. 5. procedure for forfeiture of shares and reissue of forfeited shares. waiver of recovery of remuneration. dematerialization/ rematerialisation of securities. alteration of share capital. Return of allotment and effect of irregular allotment. directors and officers liability insurance. issue and redemption of preference shares. shares with differential voting rights. drafting of debenture trust deed. Issue of sweat equity shares. employees stock option scheme. nomination of shares.
Board Meetings . Company Secretary in Practice Functions .Convening and management of Board and Committee Meetings. etc. special auditors. Company Secretary Appointment. functions and duties. auditors report. CAG audit. relationship with chairman and directors. General Meetings . Preparation & Presentation of Reports Preparation of financial statements. conducting a poll and adjournment of a meeting. preparation of notices and agenda papers. class meetings.authority. of a director. resignation and removal of Company Secretary. Decision-making Forums and Meetings Collective decision making forums . role of the Company Secretary. Procedure for passing of resolutions by postal ballot. annual and extra-ordinary general meetings.convening and management of statutory meeting. 8. accountability. delegation and responsibility. resignation and removal of company secretary in practice. holding of office or place of profit by a director/relative. procedure for appointment. appointment of cost auditors. 7. Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof. secretary as advisor to the chairman and the board. directors report
. Auditors Procedure for appointment/reappointment.director. resignation and removal of statutory auditors and branch auditors.
SEBI s Insider Trading Regulations. Distribution of Profit Procedure for ascertainment of divisible profits and declaration of dividend. i.Secretarial Standards Concept. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 42 November 2007 12. Striking off Names of Companies Law and Procedure. major actions taken by SEBI so far. etc. scope and advantages..e. (b) Event based filing. Charges Procedure for creation/modification/satisfaction of charges and registration thereof. payment of dividend. Best Practices . Secretarial Standards issued by the ICSI. Compliance of secretarial standards for good governance. Investments. annual return. transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund. Guarantees and Security Procedure for making inter-corporate loans. Filling and Filing of Returns and Documents. giving of guarantees and providing of security. inspection of charges. 11.and report on corporate governance. compliance certificate. Role
. Inter-corporate Loans. etc. register of charges. investments. 14. 10. 13. claiming of unclaimed/unpaid dividend. annual accounts. 15. 9. Procedure for filling and filing of returns and documents : (a) Annual filing. Insider Trading Concept and rationale behind prohibition of insider trading.
mortgage. 5. 16. basic components of deeds. distinguishing and evolving features of company law in other jurisdictions. 4. aids to clarity and accuracy. 3. Global Developments in Company Law Contemporary developments.of Company Secretary in compliance requirements. leave and license. outsourcing agreements. endorsement and supplemental deeds.
. legal requirements and implications. trust. Drafting of Agreements under the Companies Act Pre incorporation contracts. licence. Power of Attorney. PAPER 2 : DRAFTING. building. Memorandum and Articles of Association and other agreements. General Principles of Drafting General principles and rules of drafting of deeds and conveyance. SAT. bank guarantee. service agreements. Objective : To acquaint the students with fundamentals of drafting. etc. hypothecation agreement. guarantees. counter guarantees. Drafting of Various Deeds Deed of sale of land. pleadings and advocacy techniques. assignment. APPEARANCES AND PLEADINGS Level of knowledge : Working knowledge. partnership. lease. Drafting of Agreements Drafting of various Agreements including collaboration agreements. etc. Appearances and Pleadings Appearance before tribunals/quasi judicial bodies such as CLB. arbitration. Detailed contents 1. 2.
and appellate authorities. (ii) To provide knowledge of derivatives. arguments on merits . SEBI Act. 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. etc. control and decision making. 6. MODULE II PAPER 3 : FINANCIAL. FEMA etc. CCI TRAI. legal pleadings and written submissions. affidavits. financial distress and insolvency. significance. Drafting of petitions/applications. Consent Orders. Drafting and filing of Appeals. Compounding of Offences Compounding of offences under the Companies Act. risk-return and value of the firm. Detailed contents : 1. Dress code. arguments on preliminary submissions.NCLT. Drafting of Affidavit in evidence . reply and rejoinder. Nature and Scope of Financial Management Nature. counter affidavit. etiquettes and court craft. revision and review applications. writ petitions.
. objectives and scope of financial management. drafting of written statement. special leave petition. analysis. forex and treasury management to enable the candidates to tackle practical situation with ease.
dividend policy and retention of profits. corporate taxation and its impact on corporate financing. Capital Structure Decisions Meaning and significance of capital structure. capital rationing.
. financing cost escalation. bonus shares.theoretical analysis. Capital Budgeting Decisions Planning and control of capital expenditure. measurement of cost of capital. factors affecting cost of capital. choice of methods. financial management recent developments. 3. capital structure vis-avis financial structure. determinants of capital structure.financial sector reforms and their impact on financial management. 4. capital structure planning and designing. linear programming and capital budgeting decisions. euro-issues and external commercial borrowings.discounted and non-discounted cash flow methods. techniques of capital budgeting. capital budgeting process. non-voting preference shares. company deposits. international finance and syndication of loans. term loans from financial institutions and banks. optimal capital structure. leverage effects on shareholders returns. 2. internal funds as a source of finance. risk evaluation and sensitivity analysis. measures of leverage. cost of capital. functions of finance executive in an organisation. FCCB. debentures and bonds. weighted average cost of capital. capital structure and valuation . deferred payment arrangements. marginal cost of capital. EBIT EPS analysis. Sources of Finance Equity. risk and leverage. simulation for risk evaluation.
factoring and forfeiting. leasing and hire purchase. portfolio management .cash. statutory framework. 9. forms of dividend. objectives. mutual funds. 6. determinants and constraints of dividend policy. types. Financial Services Meaning. portfolio theory traditional approach. custodial and corporate advisory services. 7. significance and scope of financial services .5. modern approach CAPM model. project appraisal
. credit rating. Project Planning and Control Project Planning and preparation of project report. inflationary and deflationary conditions. Gordon s Model and
Modigliani-Miller Hypothesis of dividend irrelevance. types of financial services merchant banking. technical approach and efficient capital market theory. loan syndication. dividend policy .meaning.operating cycle concept and applications of quantitative techniques. venture capital. Working Capital Management and Control Working capital . assessment of working capital requirements .meaning. different dividend theories Walter s Model. 8. financing of working capital. securitisation of debt.fundamental approach. Security Analysis and Portfolio Management Security analysis . types. management of working capital . project appraisal under normal. Dividend Policy Introduction. banking norms and macro aspects of working capital management. inventories. corporate dividend practices in India. determinants. receivables.practical considerations and legal constraints.
liquidity management. project review and control. role and responsibilities of chief finance executive. Forex Management Nature. relationship between treasury management and financial management. forex trading.forward contracts. 11. 12. loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication. significance and scope of forex management. significance. currency
. options. role of information technology in treasury management. environment for treasury management.by financial institutions lending policies and appraisal norms by financial institutions and banks. currency forwards. foreign exchange market and its structure. derivatives and exposure management. Derivatives and Commodity Exchanges Concept of derivatives. types of exchange rates. commodity exchanges in India. social cost and benefit analysis of project. internal treasury controls. types of derivatives . implications of treasury on international banking. objectives. regulation. foreign exchange rates and its determination. exchange rate quotes. Index based derivatives and security based derivatives. functions and scope of treasury management. tools of treasury management. financial derivatives and commodity derivatives. currency futures. futures contracts. 10. participants in futures and options market. Treasury Management Meaning. currency options and currency swaps and interest rate risk management. supervision and control of treasury operations. derivative markets in India.
taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters. 3. exchange rate forecasting. Strategies Planning. jurisdiction of courts. demergers and hiving off. merger aspects under competition law. accounting. PAPER 4 : CORPORATE RESTRUCTURING AND INSOLVENCY Level of knowledge : Expert knowledge. need. interest of small investors. Detailed contents : Part A : Corporate Restructuring (70 Marks) 1. disinvestments and strategic alliances. 13. global scenario. Treasury and Forex Management 14. historical background.
. takeovers.mergers. Introduction Meaning of corporate restructuring. procedural. 2. filing of various forms. foreign exchange risk exposures and their management. Objectives : To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring and insolvency.futures and options. Mergers and Amalgamations Meaning and concept. formulation and execution of various corporate restructuring strategies . acquisitions. scope and modes of restructuring. economic. Recent Developments in Financial. national scenario. Practical Problems and Case Studies. risk in foreign exchange business. legal.
procedural. management buyouts/leveraged buyouts. Takeovers Meaning and concept. modes of demerger . financial accounting. Cross border mergers. tax aspects and reliefs. funding through various types of financial instruments including equity and preference shares. stamp duty and allied matters. reverse mergers procedural aspects and tax implications. economic. legal aspects . legal and procedural aspects. types of takeovers. assessing accomplishment of post merger
. factors influencing valuation. swaps. 8. ECBs. funding through financial institutions and banks. post merger valuation. stock options. accounting and taxation aspects. takeover defences. financial. options and securities with differential rights. rehabilitation finance. 6. bail out takeovers and takeover of sick units. merits and demerits. demerger and voluntary winding up. Corporate Demergers and Reverse Mergers Concept of demerger. need and purpose. 5. corporate and business valuation. 7. 4. cross border takeovers. methods of valuation of shares. under scheme of arrangement. Valuation of Shares and Business Introduction.Amalgamation of banking companies and procedure related to Government companies. human and cultural aspects.SEBI takeover regulations. payment of consideration. taxation. Funding of Mergers and Takeovers Financial alternatives.by agreement. Post Merger Re-organisation Factors in post merger reorganization: integration of businesses and operations.
Case Studies. 1993. Debt Recovery Act : Overview of the Recovery of Debts Due to Banks and Financial Institutions Act. participants. reorganisation of share capital Buy-back of shares concept and necessity. dealing with contracts. Financial Restructuring Reduction of capital. Winding up process and procedure. managing estate. Qualified Institutional Buyers (QIB). process. Procedure.objectives. outsourcing responsibilities
. Tribunal. Revival. measuring post merger efficiency. Legal Documentation. 11. procedure for buy-back of shares by listed and unlisted companies. Part B Corporate Insolvency (30 Marks) 12. compromises and arrangements with banks and creditors. managing stakeholders and parties in liquidation. 13. Rehabilitation and Restructuring of Sick Companies Sick companies and their revival with special reference to the law and procedure relating to sick companies. 9. administrative machinery for winding up. 2002. 10. modes of winding up. conducting meetings of shareholders/creditors etc. Winding up Concept.. Asset Reconstruction Companies (ARCs). Special Purpose Vehicle (SPV). Securitisation and Debt Recovery Securitisation Act : Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. 14.
security agencies. techniques and processes relating to strategic
. Consequences of winding up. etc. dissolution.to professionals/service providers such as valuers. accountability and liabilities. winding up of unregistered companies. 15. Objectives : To develop the basic understanding of the students about the concepts. Role of liquidators and insolvency practitioners. Cross Border Insolvency. ALLIANCES AND INTERNATIONAL TRADE Level of Knowledge : Working Knowledge.
MODULE III PAPER 5 : STRATEGIC MANAGEMENT. best practices in performing liquidation/administrator functions.
Gap analysis. technological. value chain analysis. 4. business process re-engineering. Environmental Scanning and Internal Appraisal Analysis (a) Identification of external variables . industry appraisal analysis and forecasting. selection of best alternative. (b) Internal scanning of the firm. Nature and Scope of Strategic Management Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 44 November 2007 Concept. socio-cultural and. global. role. strategic control. goals and objectives. Detailed contents : Part A : Strategic Management (40 Marks) 1. functions and processes of strategic management in globally. alliances as well as International Trade and treaties including World Trade Organisation. situational analysis. mission. managing strategic changes. evaluations of alternatives. impact analysis. developing programs. budgets and procedures. legal.management. Strategic models for optimal decision making. political. competitive and knowledge-based environment. 5. Planning and Formulation Formulation of Corporate vision.economic. 3. synthesis of external factors. 2. (c) Tools and techniques of strategic management SWOT analysis. Implementation and Control Strategy implementation. Review
. strategic planning vis-à-vis tactical planning. developing strategic alternatives.
approaches of MIS development. definition. integrating alliances into corporate strategy. Economic Blocks and Trade Agreements such as ASEAN. NAFTA etc. pre-requisites of an effective MIS. 8. Foreign Collaborations and Joint Ventures Industrial Policy. Economic Cooperation and Partnership Agreements. establishment of World Trade Organisation. control and management of business risks.Performance Evaluation . elements and structure. Management Information Systems Concept. types and stages. implementation and management of strategic alliances. Indian joint ventures abroad Indian experiences. Internal Control Systems Meaning.. drafting of agreement. India s Free Trade. Part B : Strategic Alliances (20 Marks) 9. Enterprise Resource Planning (ERP).criteria and challenges 6.
. Risk Management Meaning. International Trade and Treaties Concept and Theories of International Trade. Foreign Investment Policy. kinds and negotiation of collaboration and joint ventures. restrictive clauses. cross cultural alliances. steps and techniques of internal control systems. SAPTA. Institutionalisation of international trade. classification. objectives and significance. objectives. scope and limitation of internal control. EU. 10. Part C : International Trade (40 marks) 11. Nature and Scope Meaning. 7. types of risks. measuring the trade off between risk and return.
12. 13. Settlement of Disputes under WTO Rules.
PAPER 6 : ADVANCED TAX LAWS AND PRACTICE Level of knowledge : Expert knowledge Objectives : To provide (i) knowledge of framework of taxation system in India. regulations and procedures relating to settlement of disputes under WTO. Regulatory Framework and procedure in India. subsidies & countervailing duties.
. Anti-dumping. Subsidies and Countervailing Duties WTO agreements on anti-dumping. safeguard measures.
location of undertaking. Companies under Income-tax Laws Classification and tax incidence.(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. harmonisation of tax regime. computation of taxable income and assessment of tax liability considering special provisions relating to companies.
. 2. General Framework of Direct Taxation in India Different direct tax laws and their inter-relationship. nature of business. importance of Income Tax Act and Annual Finance Act and related Constitutional provisions. Tax planning with reference to setting up a new business. etc. 3. corporation tax as per Article 366. Detailed contents : Part A : Direct Taxation . Tax planning with respect to corporate reorganization. locational aspects. reorganisation or restructuring of capital decisions. Tax Planning Concept of tax planning. tax planning with reference to employees remuneration. Tax planning with regard to specific management decisions such as mergers and takeovers. introduction of voluntary retirement. tax planning with reference to financial management decisions such as borrowing or investment decisions. tax holiday.Law and Practice (30 marks) 1. (iii) an overview of international taxation. Tax planning vis-à-vis important provisions of wealth-tax including court rulings and legislative amendments.
Customs Laws Levy of and exemption from. appeals and revisions. e-commerce transactions. search. Clearance of excisable goods. customs. recovery and refund of
. CENVAT. 7. Duties payable by small scale units. Central Excise Concessions on exports. offences and prosecution. 6. classification and valuation of excisable goods. Tax Management Return and procedure for assessment. assessment procedure. Part B : Indirect Taxation Law And Practice (50 marks) 5. meaning and scheme. liability in special cases. manufacture. collection and recovery of tax. special procedure for assessment of search cases. recovery and refunds of duties. including appearance before CEGAT by Company Secretary as authorised representative. central sales tax and VAT. constitutional provisions authorizing the levy and collection of duties of central excise. Appeal and Revision. seizure and investigation. refunds. offences and penalty. Central Excise Bonds. Adjudication.goods. payment.4. customs duties specific issues and case studies. Central Excise Laws Basis of chargeability of duties of central excise . service tax. exemption. assessment and payment duties. contribution to Government revenues. set-off of duties concept. maintenance of accounts and records and filing of returns. settlement of cases. Introduction Special features of indirect tax levies all pervasive nature. penalties imposable.
international merger and acquisitions. application for advance ruling and procedure on receipt of application.scope and management in customs.customs duties. search. Tax Planning and Management . drawback of duties. Basic Concepts of International Taxation Residency issues. Part C: International Taxation (20 marks) 10. Promissory Estoppel in Fiscal Laws principles and applicability with reference to indirect taxes. source of income. Appeal and Revision. Tax planning and special provisions relating to certain incomes of nonresident
. Transportation and warehousing Confiscation of goods and conveyances and imposition of penalties. tax havens. 9. Subpart F Income and Operating Rules. with specific reference to important issues in the respective areas. impact of tax on GATT 94. offences and prosecution provisions. Advance Ruling and Tax Planning Authority for advance rulings. its power and procedure. applicability of advance ruling. Adjudication. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 45 November 2007 8. 11. unilateral relief and Double Tax Avoidance. anti dumping processing. Settlement of Cases. transfer pricing. seizure and arrest. the subpart F Regime : definition of CFC. Procedure for clearance of imported and exported goods. WTO.
Taxation of Outbound Transactions Foreign tax credit. cross border merger. PFIC s (Passive Foreign Investment Companies). general principles.
.corporate assessee. 12. provisions and tax implications thereof. capital gains & losses. income taxation. foreign income exclusions. Double taxation avoidance agreements. current pooling system). acquisitions and transfers. Taxation of Inbound Transactions Taxation of passive investments. indirect foreign tax credit (deemed paid system vs. property taxation. branch profit taxation. 13. Controlled Foreign Corporations.
steps in the process of due diligence. Due Diligence Nature. Areas of Due Diligence _ Initial Public Offer (IPO).MODULE IV PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE MANAGEMENT Level of knowledge : Expert knowledge. objectives. Employees Stock Option Plans (ESOPs). Preferential Allotment
. (ii) To provide expert knowledge about the Corporate Compliance Management Detailed contents : 1. significance and scope of due diligence. Follow-on Public Offer (FPO). Objective : (i) To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporate activities. Rights issue.
Compliance Management Concept and significance. 4. process of establishment of compliance management system. periodicity and format for secretarial audit report. advantages to company. systems approach to compliance management. Search / Status Reports Importance. verification of documents relating to charges. check-list under various corporate laws. objectives and scope. warrants etc. share transfer audit. 5. requirements of financial institutions and corporate lenders. regulator and investors. 3. _ 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. need and scope. scope. Securities Management and Compliances Meaning. compliance certificate. Secretarial Audit Need. bonds. compliance in letter and spirit._ Issue of debt (both long term & short term) such as debentures. process. mechanism for self-regulation.
. preparation of report.
India. effectiveness of Board.PAPER 8 : GOVERNANCE. building responsive boards . . Evolution. legal compliance committee and Stakeholders relationship committee. concept. 6. USA. board committees and their functioning in particular audit committee. transparency and disclosure. investor protection and changing role of Institutional Investors. principles and development. appraisal of Board performance. Detailed Contents : Part A: Corporate Governance (50 Marks) 1. Various corporate governance forums . 4. internal control system and risk management. Corporate Social Responsibility and good corporate citizenship. 5.issue and challenges.Common Wealth
. shareholders activism. BUSINESS ETHICS AND SUSTAINABILITY Level of knowledge : Expert Knowledge Objective : To provide knowledge on global development and best practices in the corporate world. Board structure. An analysis of legislative framework of corporate governance in various countries such as UK. 3. 2. Management structure for corporate governance. Corporate communication. art and craft of investors relations.
Legal framework. business dilemma versus decision. business ethics as a strategic management tool. Contemporary developments.Case studies. Ethical principles in business codes and innovations. Sustainability reporting . etc. trends and drivers. business benefits of corporate sustainability reporting. objectives.frameworks and guidance. meaning. corporate sustainability management systems. 10. leadership programmes and stakeholder engagement. Activity analysis.Association for Corporate Governance (CACG). Challenges of business ethics and corporate leadership. significance and scope of corporate sustainability. conventions and treaties on environmental. organization perspectives. International Corporate Governance Network (ICGN). 8. characteristics of ethical dilemmas. health and safety and social security issues. 9. 13. nature. National Foundation for Corporate Governance (NFCG). Part C: Corporate Sustainability (20 Marks) 12. Principle of Absolute Liability . Genesis. 15. Genesis. stakeholders protection. Introduction of New Syllabus of the Company Secretaryship Course
. 16. Part B : Business Ethics (30 Marks) 7. 11. the dilemma resolution process. Organization for Economic Cooperation Development (OECD). significance and scope. Concept of the stakeholders organization. 14.