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