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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,
PAPER 2 : COMPANY ACCOUNTS. Role of Central/State Governments. appellate authorities. Designation of Public Information Officers (PIO) and their Duties. limitation for taking cognizance of certain offences. penalties. 2005. (ii) To acquaint the students with cost and management . 10. jurisdiction of Courts. Exemption from disclosure. COST AND MANAGEMENT ACCOUNTING Level of knowledge : Working knowledge. Request for obtaining information. Objectives : (i) To provide working knowledge of accounting principles and procedures for companies in accordance with the statutory requirements. searches. Objective.continuing offences. Law relating to Right to Information Salient features of the Right to Information (RTI) Act. Information Commissions (Central & State) and their powers. Public Authorities & their obligations . Who is excluded.
4. consolidation of accounts. Accounting for share capital transactions . at premium and at discount. Valuation of shares and intangible assets. Underwriting of issues . forfeiture and re-issue of shares. redemption of preference shares. Preparation and presentation of final accounts of joint stock companies as per company law requirements. 2. Accounting standards .issue of shares at par. 3.relevance and significance. buy-back of shares. profits prior to incorporation .accounting treatment and procedures. Detailed contents : Part A : Company Accounts (50 Marks) 1. 5.accounting techniques and practices. treatment of preliminary expenses. rights issue. national and international accounting standards.accounting treatment and disclosures. redemption of debentures. 7. Issue of debentures . Holding and subsidiary companies . bonus shares. . acquisition of business . 6. conversion of debentures into shares.
Budgetary control preparation of various types of budgets. role of management accountant. management accounting nature and scope. cost concepts and cost classification. (iii) Direct expenses nature. (ii) Labour cost classification of labour costs. advantages and limitations.unit costing. store keeping and inventory control. (iv) Overheads nature. ABC analysis. spoilage and defectives. pricing of receipts and issue of material and accounting thereof. treatment of idle time and overtime. collection and classification of direct expenses and its treatment. monetary and non-monetary incentive schemes. 10. . budgetary control reports to management. distinction between financial accounting. maximum and re-order levels. apportionment. absorption and control of overheads. payroll procedures. tools and techniques of management accounting. classification. allocation. Cost accounting objectives of costing system.Part B : Cost And Management Accounting (50 Marks) 8. 9. contract costing. Elements of cost : (i) Material cost purchase procedures. cost accounting and management accounting. labour turnover and remedial measures. accounting and control of wastage. Methods of costing . 11. collection. fixing of minimum.
12. preparation of break-even charts. accounting ratios . 14. . advantages and limitations. objectives. preparation and usefulness. cost-volumeprofit relationship. Cash flow statements classification of cash flows. PAPER 3 : TAX LAWS Level of knowledge : Working knowledge. latest trends in presenting financial data. practical application of profit volume ratio. 13.application of marginal costing. service tax and value added tax laws to the students. wealth tax. Marginal costing . Analysis and interpretation of financial statements . break-even analysis. profit volume graph. importance and limitations.nature.classification. Objectives : (i) To impart knowledge of the basic principles underlying the substantive provisions of income-tax.
rebates and reliefs. cooperative societies. Taxation of every person excluding companies.. . association of persons. Provisions concerning procedure for filing returns. trusts and charitable and religious institutions. concept of income. 6. etc. Basis of charge and scope of total income (Incomes deemed to accrue or arise in India and deemed to be received in India). capital gains. viz. 7. signatures. profit and gains of business or profession. efiling. previous year. firms. Incomes which do not form part of total income. Detailed contents : Part A (60 Marks) The Income-tax Act 1 Definitions. Distinction between capital and revenue receipts and expenditure. 2. Computation of total income under various heads. applicable rates of taxes and tax liability. 3. Hindu Undivided Family. 4. 5. various deductions to be made in computing total income. such as salaries.(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. 8. assessment year. individuals including non-residents. assessment and reassessment. residential status. income from house property. aggregation of income and set off or carry forward of losses. Income of other persons included in assessee s total income. income from other sources.
Statutory provisions. rate and computation of tax. Tax deducted at source. collection. collection. Wealth Tax Charge of wealth tax. appeals. Legislative background. CENVAT credit for service tax. payment and return of fringe benefits. 14. value of taxable banking transaction. levy. advance rulings. revisions. computation of net wealth. role of Practising Company Secretaries. penalty. Assessment. return of wealth and provisions concerning assessment. valuation. administrative mechanism and procedural aspects. 10.9. concept of VAT . Charge of fringe benefit tax. interest on delayed payments. . taxable services. fringe benefits and deemed fringe benefits. deemed assets and assets exempt from tax. Part C (20 Marks) Value Added Tax 15. power to make rules. rectification.white paper on VAT. return. exemptions. taxable banking transaction. collection and payment of service tax. returns. appeal. 11. recovery and refund of tax. assessment. assets. Background. valuation of assets. issue of notice. Charge of banking cash transaction tax. assessment. provisions of advance tax. recovery. Part B (20 Marks) Service Tax 13. 12. advance tax in respect of fringe benefits. valuation.
filling of returns. relationship of VAT with inter-state commerce and works contract tax. revision and appearances. Computation. 17. VAT in other countries. appeals. withdrawal of Central Sales Tax. returns. Objective : To develop an understanding of the regulation of companies and to provide thorough knowledge of the various provisions of the . jurisdiction and powers of authorities. liability under VAT. Goods and Service Tax. rates of tax. audit. 18. MODULE II PAPER 4 : COMPANY LAW Level of knowledge : Expert knowledge. Appointment. certifications for professionals. scope for Company Secretaries. 16. assessment. refunds. procedural aspects including registration. . Concept of VAT on services. credit and set-off. constitutional provisions.Report of Empowered Committee of State Finance Ministers.
. Historical development of corporate concepts . Promoters . etc. publication of name. Detailed contents : 1. equity with differential rights. duties and liabilities. rights issues. memorandum and articles of association and their alteration. classes and types of shares. 3. forfeiture and surrender of shares. employees stock option scheme. issue of shares at par.meaning and importance. bonus issues. departmental circulars. clarifications. Concept of corporate personality. issue of sweat equity shares. sources of capital. Incorporation and its Consequences Types of companies and their incorporation. effect of incorporation. 2. registered office. common seal. commencement of business. The doctrine of ultra-vires.Company Law in India as well as Schedules and Rules made thereunder including their interpretation through case laws. contracts. company definition and nature. constructive notice and indoor management. Re-registration and registration of unregistered joint-stock companies. private placement. Introduction Nature and form of business enterprise . Working and administration of Company Law. Financial Structure Concept of capital and financing of companies. notifications. premium and discount. deeds. emergence of principles of limited liability and development of Company Law in England and India. position. corporate veil and its lifting. types of business enterprises.
role and responsibilities. debenture trust deed and trustees. share certificates and share warrants. office or place of profit. loans to directors. Depositories and Transfer/Transmission Membership . Debt capital . resignation and removal. Allotment and certificates . shelf prospectus. misrepresentations and penalties. Management and Control of Companies Directors appointment/re-appointment. transfer and transmission of securities in physical and depository modes. nomination. conversion of and redemption of debentures. bonds. red-herring prospectus. retirement.contracts to subscribe for shares. contracts in which directors are interested. dematerialisation and rematerialisation of securities. reduction of capital. disqualifications. registration. role of directors. 5. Company secretary appointment.modes of acquiring membership. 4. debenture stock. abridged prospectus. Securing of debts creation. Prospectus definition. remuneration. rights and privileges of members. calls.Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 39 November 2007 Alteration of share capital. modification and satisfaction of charges. company . qualifications. information memorandum. new developments in corporate debt financing. buy-back of shares. contents. Managing and whole-time directors and manager. Membership. powers and duties. vacation of office.debentures. debentures and other securities. register of members.
Meaning. role of chairman. 8. repayment. monitoring and management. General meetings . treatment of unpaid and unclaimed dividend. acts by directors in excess of authority. minutes and evidence. tele and videoconferencing of Board/Committee(s). financial statements. removal. proxy. etc. default and remedies. resolutions. Accounts and Audit Books of account. law. Sole Selling and Buying Agents . and proceedings of Board /Committee meetings. appointment and reappointment. Investments. convening.frequency. recording.kinds of meetings. circulation of members resolution. transfer of unpaid and unclaimed dividend to Investor Education and Protection Fund. practice and procedure relating to convening and proceedings at general and other meetings notice. resolution by circulation. Distribution of powers of a company . 6.. Invitation. Meetings of directors and committees . voting including voting through electronic means.division of powers between Board and general meetings.secretary as a principal officer. quorum. Loans and Deposits Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security. renewal. powers of Central Government and rules framed for the purpose. declaration and payment of dividend. 7. acceptance. Dividend Profit and ascertainment of divisible profits. . signing and inspection of minutes. postal ballot. audit and auditor s report.
signing. issue and signing by practising company secretary. registers etc.powers of the Central Government to direct special audit. Shareholder remedies . filling preparation and disclosures. etc. Compliance certificate need and purpose. cost audit.actions by shareholders. authentication. 14. Inspection and Investigation Inspection of documents. 11. power of the Registrar of Companies. Producer Companies . Auditors . powers of the inspector. personal actions. duties and liabilities. investigation into affairs of the company. statutory remedies. Annual Return . inspector s report. maintenance. 9.Nature and significance . certification and filing. books of account. 10. 12. resignation and removal. Societies. Co-operative Societies. prevention of oppression and mis-management. Board s Report and Disclosures preparation. presentation and inspection of statutory books/registers prescribed under various provisions of the company law and filing of various forms/ returns to Registrar of Companies. procedure and penalties for delayed filing. Trusts. rights. Compromises and Arrangements an overview. 13. Majority Rule and Minority Rights Law relating to majority powers and minority rights.appointment. qualification and disqualification. place of keeping and its inspection. disclosure and filing. seizure of books and documents. disclosures. directors responsibility statement. Registers and Returns maintenance. contents .
Detailed contents : Part A : Economic Laws (60 Marks) 1. advance authorisation scheme and .and Limited Liability Partnerships Concept. 2. Industries Development and Regulation Objects and definitions . etc. An Introduction to E-governance PAPER 5 : ECONOMIC AND LABOUR LAWS Level of knowledge : Working knowledge. The Micro. formation. Small and Medium Enterprises Development Act. 16. 18. export promotion council. Concept. duty exemption and remission schemes. vishesh krishi and gram udyog yojana. functioning and dissolution. Application of Company Law to Different Sectors such as Banking. Striking off Name of Companies. 19. 17. 15. 2006. Offences and Penalties an overview. served from India scheme. focus market scheme. Objective : To provide an understanding of (i) certain economic laws. Winding up of Companies Concept and modes. Foreign Trade Policy and Procedures Main features. membership. regulatory mechanism under IDRA.an overview of current Industrial Policy. Insurance. and (ii) important labour laws which have direct relevance to the functioning of companies.
STPs. 1976. Competition and Consumer Protection Concept of competition. Competition Commission of India. 3. 6. authorised person. regulation of combinations. 2002 . Export of goods and services. Exemptions. Pollution Control and Environmental Protection . office etc. 5. DEPB. EHTPs. Foreign contributions and hospitality. BPTs and SEZs. etc. Appearance before Commission. EOUs. Essential Commodities and Standards of Weights and Measures Objects. Current account transactions. nature and scope of remedies. Standards of Weights and Measures Act. genesis of the law. overview of MRTP Act. powers of Central Government. abuse of dominant position. development of competition law. rights of consumers. Realisation and repatriation of foreign exchange. appearance before Consumer Dispute Redressal Forums.anti competitive agreements. EPCG. Management of Foreign Exchange Transactions Objectives and definitions under FEMA. objects. powers of Central Government. compliance of Competition Law. Establishment in India of branch. adjudication and appeal. seizure and confiscation of essential commodities. combination. acquisition and transfer of immovable property. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 40 November 2007 4. Trade. summary trial. penalties and enforcement.DFRC. foreign direct investment in India and abroad. Capital account transactions. Consumer protection in India. Competition Act. offences and penalties.
offences and penalties. Payment of Bonus Act. 1972 Application and major provisions . Exemption. 11. 1952 . Management of Intellectual Property Rights Concept and development of intellectual property law in India. Advisory Board. Part . 12. compliances. Employees Provident Funds and Miscellaneous Provisions Act. concept and definitions. Intellectual Property Appellate Board 8. 7. Central Advisory Board. various transactions.B : Labour Laws (40 Marks) 9. Controlling Authority and the Appellate Authority. Authority and claims. etc. Government policy regarding environment.Concept of sustainable development. Minimum Wages Act. compliances. Prevention of Money Laundering Genesis. offences and penalties. Overview of laws relating to other related intellectual property rights. Law and procedure relating to patents. Minimum Wages Act. 1948 Object and scope. obligations of banks and financial institutions. obligations and rights of employers and employees and compliances. 1965 Object. law relating to Prevention and Control of Air Pollution and Water pollution. application and major provisions. Payment of Gratuity Act. Appearance before Environment Tribunal/Authority. RBI Guidelines on KYC. trade marks and copyrights. 10. Environment (Protection) Law.
Industrial Disputes Act. 14. scope and major provisions including proceedings before the Commissioner. Welfare and health. 1948 Object. scope and major provisions. Employees State Insurance. 16. Authorities. and significance. penalties and procedure and inspectors.Application and major provisions. special provisions. Exemption and compliances. procedure and powers. 1923 Object. 18. appointment of licensing officer. scope and major provisions including Advisory boards. 1947 Concept. compliances and penalties. penalties. Employees State Insurance Act. 15. 13. compliances. Industrial Employment (Standing Orders) Act. appeals. penalties. Contract Labour (Regulation and Abolition) Act. 17. Employees State Insurance Corporation. Detailed contents : . objective. Exemptions and compliances. scope and major provisions of the Act and compliances. Authorities. 1946 Object. 1970 Application. Employees Insurance Court. registration of establishments. compliances. unfair labour practices. 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. Workmen s Compensation Act. Factories Act. 1948 Application and major provisions.
1992. authorities governing capital markets. portfolio managers. money market instruments . surveillance. debentures.role and functions. Secondary Market Institutions Functions and significance of stock exchanges. Depositories Act. rating agencies in India. guidelines on anti money laundering. foreign Institutional investors etc. hybrid and derivatives. 2.treasury bills. concept. securities market reforms and regulatory measures to promote investor confidence. debenture. Profile of securities market.trustees. regulatory framework. 3. 1956. straight through . bankers to issue. underwriters.equity. An Overview of Legal and Regulatory Framework Capital market regulatory framework Securities Contracts (Regulation) Act. self regulatory organisations. Capital Market Intermediaries Primary market and secondary market intermediaries . Securities Appellate Tribunal. objective. Settlement of securities.Part A : Securities Laws (60 Marks) 1.. 4. surveillance mechanism at stock exchanges. commercial paper. growth of money market in India structure and institutional mechanism. rating and grading of instruments. commercial bills. rating methodologies. sweat equity. merchant bankers. stock brokers. regulatory framework. Capital Market Instruments and Rating Capital market instruments . participatory notes. non-voting shares . new instruments of capital market pure. holding of enquiry. SEBI Act. registrars to an issue. operations and trading mechanism of stock exchanges. preference shares. 1996. power and functions of SEBI. scope and significance. appearance before SAT.
concept of Trustee and Asset Management Company. demutualisation of stock exchanges. investment conditions and restrictions. 5. role and functions of depository. Mutual Funds Introduction. types. modes of buy-back. registration. conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies. available sources for buy-back of securities. pricing for buy back. Collective Investment Schemes Regulatory framework governing collective investment schemes. inspection and penalties. Buy-Back of Securities Objectives of buy-back. private capital funds. restrictions on business activities. regulatory framework. internal audit and concurrent audit of depository participants. setting up of depository. 7. Depository System Overview of depository system in India. Depositories Act. foreign venture capital investors. risks involved. 8. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 41 November 2007 Part B : Issue Management And Compliances (40 Marks) . regulatory framework. definitions. depository participants. Venture Capital Concept of venture capital. submission of information and documents. setting up of mutual fund. 6.processing. definitions. trustees and their obligations. 9.
Foreign Currency Convertible Bonds. 12. 11. provided that it shall be competent for the Council to permit. The medium of writing the examination will be English. Indian Depository Receipts Indian Depository Receipts. PROFESSIONAL PROGRAMME MODULE I . American Depository Receipts. procedure for issue of various instruments. Resource Mobilisation in International Capital Market Listing of securities issued outside India .10. procedure for issue of various types of shares and debentures. procedure for making an issue of IDRs. 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. subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates. SEBI Guidelines for Disclosure and Investor Protection (DIP). listing of IDRs. conditions for issue of IDRs. the use of Hindi as a medium of writing for any particular subject(s). External Commercial Borrowings. delising of securities. Global Depository Receipts. ANNEXURE III DETAILED COURSE CONTENTS UNDER THE PROFESSIONAL PROGRAMME Each paper will be of three hours duration and will carry 100 marks. and employee stock purchase scheme.
procedure for alteration of articles. DIN. situation of registered office clause. 3. Company Formation and Conversion Choice of form of business entity. commencement of new business and certification. DSC. etc. obtaining certification of re-registration. companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration. Rules and Regulations made thereunder including understanding of international dimensions of company law. SRN. procedure . capital clause and liability clause. 2. filing of agreements with managerial personnel.PAPER 1: COMPANY SECRETARIAL PRACTICE Level of knowledge : Expert knowledge. 4. rights issue and bonus shares. effect of alteration. conversion/ re-conversion of one form of business entity into another. CFC. procedure relating to foreign companies carrying on business in India. objects clause. obtaining certificate of commencement of business. E-governance (MCA 21) Important Features of MCA-21 CIN. Objective : To provide an in-depth understanding of the procedures under the Companies Act. Eforms and on-line filing and inspection of documents. Alteration of Memorandum and Articles Procedure for alteration of various clauses of memorandum: name clause. Issue and Allotment of Securities Procedure for public issue. Formation of associations not for profit and non profit companies. Procedure for incorporation of private/public companies. Detailed contents : 1.
employees stock option scheme. cancellation of shares. issue and redemption of preference shares. removal and varying terms of appointment/ re-appointment of directors and managerial personnel.for issue of securities at par/premium/discount. waiver of recovery of remuneration. 6. 5. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof. dematerialization/ rematerialisation of securities. variation of shareholders rights. nomination of shares. directors and officers liability insurance. Return of allotment and effect of irregular allotment. procedure for forfeiture of shares and reissue of forfeited shares. surrender of shares. Procedure for making loans to directors. Issue of sweat equity shares. conversion and re-conversion of shares into stock. conversion of and redemption of debentures. drafting of debenture trust deed. resignation. reappointment. issue of certificates. issue of shares on preferential basis/private placement. Transfer/transmission/transposition . procedure for calls on shares. shares with differential voting rights. Directors and Managerial Personnel Procedure for appointment. alteration of share capital. Procedure for issue of debentures including creation of security and debenture redemption reserve. Membership and Transfer/Transmission Procedure for induction of members. cessation of membership including dispute resolution. disclosure of interest by a . compensation for loss of office.
Decision-making Forums and Meetings Collective decision making forums . accountability. CAG audit. etc. directors report . 7. delegation and responsibility. resignation and removal of company secretary in practice.Convening and management of Board and Committee Meetings. holding of office or place of profit by a director/relative. auditors report.authority.director. annual and extra-ordinary general meetings. procedure for appointment.convening and management of statutory meeting. Auditors Procedure for appointment/reappointment. preparation of notices and agenda papers. resignation and removal of Company Secretary. Preparation & Presentation of Reports Preparation of financial statements. class meetings. Board Meetings . conducting a poll and adjournment of a meeting. special auditors. role of the Company Secretary. 8. Company Secretary in Practice Functions . appointment of cost auditors. relationship with chairman and directors. functions and duties. of a director. Company Secretary Appointment. Procedure for passing of resolutions by postal ballot. Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof. resignation and removal of statutory auditors and branch auditors. secretary as advisor to the chairman and the board. General Meetings .
etc. Distribution of Profit Procedure for ascertainment of divisible profits and declaration of dividend. 15. register of charges. major actions taken by SEBI so far. etc. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 42 November 2007 12. Inter-corporate Loans. annual return. Striking off Names of Companies Law and Procedure.. Compliance of secretarial standards for good governance. Secretarial Standards issued by the ICSI. payment of dividend. Procedure for filling and filing of returns and documents : (a) Annual filing. inspection of charges. 9. Best Practices . Insider Trading Concept and rationale behind prohibition of insider trading. SEBI s Insider Trading Regulations. Investments. claiming of unclaimed/unpaid dividend. Role . 10. scope and advantages. annual accounts. investments.e.and report on corporate governance. transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund. giving of guarantees and providing of security.Secretarial Standards Concept. 13. (b) Event based filing. i. Filling and Filing of Returns and Documents. Charges Procedure for creation/modification/satisfaction of charges and registration thereof. 11. 14. compliance certificate. Guarantees and Security Procedure for making inter-corporate loans.
building. bank guarantee. distinguishing and evolving features of company law in other jurisdictions. 3. leave and license. lease. Power of Attorney. Drafting of Agreements under the Companies Act Pre incorporation contracts. counter guarantees. mortgage. licence. General Principles of Drafting General principles and rules of drafting of deeds and conveyance. legal requirements and implications. partnership. etc. 4. . guarantees. trust. Global Developments in Company Law Contemporary developments. SAT. Drafting of Agreements Drafting of various Agreements including collaboration agreements. arbitration. endorsement and supplemental deeds. hypothecation agreement. 2. 5. Detailed contents 1. basic components of deeds. Appearances and Pleadings Appearance before tribunals/quasi judicial bodies such as CLB. aids to clarity and accuracy. pleadings and advocacy techniques. 16. etc. assignment. outsourcing agreements. APPEARANCES AND PLEADINGS Level of knowledge : Working knowledge. Drafting of Various Deeds Deed of sale of land. Objective : To acquaint the students with fundamentals of drafting.of Company Secretary in compliance requirements. Memorandum and Articles of Association and other agreements. service agreements. PAPER 2 : DRAFTING.
MODULE II PAPER 3 : FINANCIAL. Drafting and filing of Appeals. Consent Orders. risk-return and value of the firm. affidavits. SEBI Act. Nature and Scope of Financial Management Nature. Compounding of Offences Compounding of offences under the Companies Act. financial distress and insolvency. etiquettes and court craft. 6. revision and review applications. (ii) To provide knowledge of derivatives. CCI TRAI. legal pleadings and written submissions. and appellate authorities. drafting of written statement. TREASURY AND FOREX MANAGEMENT Level of knowledge : Expert knowledge. writ petitions. arguments on preliminary submissions. control and decision making. arguments on merits . . Dress code. counter affidavit. analysis. forex and treasury management to enable the candidates to tackle practical situation with ease. special leave petition. FEMA etc. Objectives : (i) To provide conceptual clarity about the management tools and techniques used in financial planning. reply and rejoinder. Drafting of petitions/applications. objectives and scope of financial management. etc. Detailed contents : 1.NCLT. Drafting of Affidavit in evidence . significance.
dividend policy and retention of profits. 2. 3. corporate taxation and its impact on corporate financing. determinants of capital structure. capital budgeting process. euro-issues and external commercial borrowings. deferred payment arrangements.financial sector reforms and their impact on financial management. cost of capital. optimal capital structure. financial management recent developments. capital structure vis-avis financial structure. debentures and bonds. risk evaluation and sensitivity analysis. 4. international finance and syndication of loans. weighted average cost of capital. Capital Budgeting Decisions Planning and control of capital expenditure. linear programming and capital budgeting decisions. measurement of cost of capital. internal funds as a source of finance. marginal cost of capital. functions of finance executive in an organisation. choice of methods. simulation for risk evaluation.theoretical analysis. bonus shares. capital structure planning and designing. FCCB. company deposits. factors affecting cost of capital. risk and leverage. leverage effects on shareholders returns. measures of leverage.discounted and non-discounted cash flow methods. term loans from financial institutions and banks. capital rationing. capital structure and valuation . EBIT EPS analysis. non-voting preference shares. . Sources of Finance Equity. financing cost escalation. techniques of capital budgeting. Capital Structure Decisions Meaning and significance of capital structure.
loan syndication. objectives. venture capital. project appraisal under normal. inventories. determinants and constraints of dividend policy. 6. Financial Services Meaning. 9. 8. custodial and corporate advisory services. Working Capital Management and Control Working capital . corporate dividend practices in India.meaning. determinants. portfolio theory traditional approach. portfolio management .meaning.cash. significance and scope of financial services . assessment of working capital requirements . management of working capital .5. securitisation of debt. factoring and forfeiting. forms of dividend. types of financial services merchant banking. modern approach CAPM model. types. Gordon s Model and Modigliani-Miller Hypothesis of dividend irrelevance. Project Planning and Control Project Planning and preparation of project report. Dividend Policy Introduction. statutory framework. dividend policy . leasing and hire purchase. financing of working capital. receivables. banking norms and macro aspects of working capital management.practical considerations and legal constraints. mutual funds. 7. credit rating. inflationary and deflationary conditions.operating cycle concept and applications of quantitative techniques. technical approach and efficient capital market theory. types. project appraisal . different dividend theories Walter s Model. Security Analysis and Portfolio Management Security analysis .fundamental approach.
11. environment for treasury management. functions and scope of treasury management. Treasury Management Meaning. role of information technology in treasury management. options. 10. derivative markets in India. exchange rate quotes. futures contracts. currency options and currency swaps and interest rate risk management. types of exchange rates. 12. forex trading. liquidity management. project review and control. social cost and benefit analysis of project.forward contracts. derivatives and exposure management. implications of treasury on international banking. currency futures. types of derivatives . currency forwards. role and responsibilities of chief finance executive. Derivatives and Commodity Exchanges Concept of derivatives. financial derivatives and commodity derivatives. commodity exchanges in India. relationship between treasury management and financial management. foreign exchange rates and its determination. participants in futures and options market. significance. significance and scope of forex management. currency . loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication. internal treasury controls.by financial institutions lending policies and appraisal norms by financial institutions and banks. regulation. Forex Management Nature. supervision and control of treasury operations. Index based derivatives and security based derivatives. objectives. tools of treasury management. foreign exchange market and its structure.
scope and modes of restructuring. disinvestments and strategic alliances. need. risk in foreign exchange business. filing of various forms. Mergers and Amalgamations Meaning and concept. taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters. 2. historical background. Treasury and Forex Management 14. 13. Recent Developments in Financial. national scenario. Practical Problems and Case Studies. merger aspects under competition law. PAPER 4 : CORPORATE RESTRUCTURING AND INSOLVENCY Level of knowledge : Expert knowledge. interest of small investors. foreign exchange risk exposures and their management. economic. Strategies Planning. 3. Objectives : To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring and insolvency.futures and options. Detailed contents : Part A : Corporate Restructuring (70 Marks) 1. jurisdiction of courts. exchange rate forecasting. acquisitions. procedural. legal. takeovers. demergers and hiving off. accounting. Introduction Meaning of corporate restructuring. . global scenario.mergers. formulation and execution of various corporate restructuring strategies .
financial accounting. post merger valuation. financial. factors influencing valuation. stock options. takeover defences. human and cultural aspects. types of takeovers. bail out takeovers and takeover of sick units. Funding of Mergers and Takeovers Financial alternatives. modes of demerger . stamp duty and allied matters. funding through financial institutions and banks. need and purpose. Corporate Demergers and Reverse Mergers Concept of demerger. rehabilitation finance. legal aspects . management buyouts/leveraged buyouts. cross border takeovers. legal and procedural aspects. 5.by agreement. Takeovers Meaning and concept. reverse mergers procedural aspects and tax implications. Post Merger Re-organisation Factors in post merger reorganization: integration of businesses and operations.SEBI takeover regulations.Amalgamation of banking companies and procedure related to Government companies. merits and demerits. 6. tax aspects and reliefs. payment of consideration. taxation. funding through various types of financial instruments including equity and preference shares. swaps. Cross border mergers. methods of valuation of shares. ECBs. 8. demerger and voluntary winding up. options and securities with differential rights. economic. procedural. under scheme of arrangement. 4. corporate and business valuation. Valuation of Shares and Business Introduction. 7. accounting and taxation aspects. assessing accomplishment of post merger .
objectives. 10. Financial Restructuring Reduction of capital. compromises and arrangements with banks and creditors. process. Legal Documentation. Qualified Institutional Buyers (QIB). Special Purpose Vehicle (SPV). Asset Reconstruction Companies (ARCs). reorganisation of share capital Buy-back of shares concept and necessity. Revival. 11. Tribunal. Debt Recovery Act : Overview of the Recovery of Debts Due to Banks and Financial Institutions Act. managing estate. managing stakeholders and parties in liquidation. administrative machinery for winding up. Case Studies. 13. measuring post merger efficiency. dealing with contracts. Securitisation and Debt Recovery Securitisation Act : Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. Winding up process and procedure. Procedure. procedure for buy-back of shares by listed and unlisted companies. 2002. modes of winding up. Rehabilitation and Restructuring of Sick Companies Sick companies and their revival with special reference to the law and procedure relating to sick companies. Part B Corporate Insolvency (30 Marks) 12. Winding up Concept. participants. 9. 1993. 14.. conducting meetings of shareholders/creditors etc. outsourcing responsibilities .
Consequences of winding up. 15. Cross Border Insolvency. MODULE III PAPER 5 : STRATEGIC MANAGEMENT.to professionals/service providers such as valuers. Role of liquidators and insolvency practitioners. security agencies. Objectives : To develop the basic understanding of the students about the concepts. techniques and processes relating to strategic . dissolution. best practices in performing liquidation/administrator functions. ALLIANCES AND INTERNATIONAL TRADE Level of Knowledge : Working Knowledge. winding up of unregistered companies. etc. accountability and liabilities.
goals and objectives. industry appraisal analysis and forecasting. evaluations of alternatives. value chain analysis. 2. role. functions and processes of strategic management in globally. strategic control. 5. (c) Tools and techniques of strategic management SWOT analysis. selection of best alternative. strategic planning vis-à-vis tactical planning. developing strategic alternatives. Detailed contents : Part A : Strategic Management (40 Marks) 1. global. Strategic models for optimal decision making. 3. situational analysis. legal.economic. competitive and knowledge-based environment. Nature and Scope of Strategic Management Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 44 November 2007 Concept. 4. Implementation and Control Strategy implementation. alliances as well as International Trade and treaties including World Trade Organisation. managing strategic changes. business process re-engineering. political. budgets and procedures. Review . socio-cultural and. developing programs. technological. Gap analysis. mission. (b) Internal scanning of the firm. Environmental Scanning and Internal Appraisal Analysis (a) Identification of external variables . impact analysis.management. Planning and Formulation Formulation of Corporate vision. synthesis of external factors.
. control and management of business risks. implementation and management of strategic alliances. Economic Cooperation and Partnership Agreements. 8. pre-requisites of an effective MIS. Indian joint ventures abroad Indian experiences. cross cultural alliances.Performance Evaluation . Risk Management Meaning.criteria and challenges 6. 7. International Trade and Treaties Concept and Theories of International Trade. SAPTA. types of risks. Nature and Scope Meaning. NAFTA etc. EU.. establishment of World Trade Organisation. Management Information Systems Concept. classification. types and stages. India s Free Trade. definition. objectives. objectives and significance. Foreign Collaborations and Joint Ventures Industrial Policy. Part B : Strategic Alliances (20 Marks) 9. kinds and negotiation of collaboration and joint ventures. Institutionalisation of international trade. Foreign Investment Policy. Part C : International Trade (40 marks) 11. Enterprise Resource Planning (ERP). steps and techniques of internal control systems. drafting of agreement. scope and limitation of internal control. Internal Control Systems Meaning. integrating alliances into corporate strategy. measuring the trade off between risk and return. approaches of MIS development. restrictive clauses. 10. elements and structure. Economic Blocks and Trade Agreements such as ASEAN.
Anti-dumping. Subsidies and Countervailing Duties WTO agreements on anti-dumping. . safeguard measures. subsidies & countervailing duties. PAPER 6 : ADVANCED TAX LAWS AND PRACTICE Level of knowledge : Expert knowledge Objectives : To provide (i) knowledge of framework of taxation system in India.12. Settlement of Disputes under WTO Rules. regulations and procedures relating to settlement of disputes under WTO. 13. Regulatory Framework and procedure in India.
Companies under Income-tax Laws Classification and tax incidence. location of undertaking. General Framework of Direct Taxation in India Different direct tax laws and their inter-relationship.Law and Practice (30 marks) 1. Detailed contents : Part A : Direct Taxation . corporation tax as per Article 366. tax planning with reference to financial management decisions such as borrowing or investment decisions. etc. (iii) an overview of international taxation. introduction of voluntary retirement. Tax planning with regard to specific management decisions such as mergers and takeovers. Tax Planning Concept of tax planning. 3. . computation of taxable income and assessment of tax liability considering special provisions relating to companies. 2. Tax planning with respect to corporate reorganization. importance of Income Tax Act and Annual Finance Act and related Constitutional provisions.(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. locational aspects. nature of business. Tax planning with reference to setting up a new business. tax planning with reference to employees remuneration. reorganisation or restructuring of capital decisions. Tax planning vis-à-vis important provisions of wealth-tax including court rulings and legislative amendments. tax holiday. harmonisation of tax regime.
customs. payment. offences and prosecution. Adjudication. service tax. central sales tax and VAT. manufacture. appeals and revisions. Clearance of excisable goods. Central Excise Bonds. assessment and payment duties. e-commerce transactions. recovery and refunds of duties. constitutional provisions authorizing the levy and collection of duties of central excise. Introduction Special features of indirect tax levies all pervasive nature. customs duties specific issues and case studies. maintenance of accounts and records and filing of returns. contribution to Government revenues. Appeal and Revision. offences and penalty. Central Excise Concessions on exports. Central Excise Laws Basis of chargeability of duties of central excise .4. exemption. CENVAT. meaning and scheme. 6. including appearance before CEGAT by Company Secretary as authorised representative. classification and valuation of excisable goods. special procedure for assessment of search cases. search. settlement of cases. collection and recovery of tax. Part B : Indirect Taxation Law And Practice (50 marks) 5. penalties imposable. set-off of duties concept. 7. refunds. Tax Management Return and procedure for assessment. Customs Laws Levy of and exemption from. liability in special cases. assessment procedure.goods. seizure and investigation. Duties payable by small scale units. recovery and refund of .
Advance Ruling and Tax Planning Authority for advance rulings. transfer pricing. seizure and arrest. its power and procedure. Appeal and Revision. international merger and acquisitions. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 45 November 2007 8. drawback of duties. Part C: International Taxation (20 marks) 10. the subpart F Regime : definition of CFC. Procedure for clearance of imported and exported goods. 9. WTO. unilateral relief and Double Tax Avoidance. Basic Concepts of International Taxation Residency issues. Subpart F Income and Operating Rules. Transportation and warehousing Confiscation of goods and conveyances and imposition of penalties. application for advance ruling and procedure on receipt of application. Tax planning and special provisions relating to certain incomes of nonresident . Tax Planning and Management . tax havens.scope and management in customs. Adjudication. offences and prosecution provisions. source of income. Settlement of Cases. search. Promissory Estoppel in Fiscal Laws principles and applicability with reference to indirect taxes.customs duties. with specific reference to important issues in the respective areas. impact of tax on GATT 94. applicability of advance ruling. anti dumping processing. 11.
PFIC s (Passive Foreign Investment Companies). branch profit taxation. . 12. Double taxation avoidance agreements. general principles. property taxation. indirect foreign tax credit (deemed paid system vs. cross border merger. Controlled Foreign Corporations. Taxation of Inbound Transactions Taxation of passive investments. income taxation. provisions and tax implications thereof. capital gains & losses. 13. foreign income exclusions. Taxation of Outbound Transactions Foreign tax credit.corporate assessee. current pooling system). acquisitions and transfers.
objectives.MODULE IV PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE MANAGEMENT Level of knowledge : Expert knowledge. Due Diligence Nature. (ii) To provide expert knowledge about the Corporate Compliance Management Detailed contents : 1. Objective : (i) To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporate activities. significance and scope of due diligence. steps in the process of due diligence. Areas of Due Diligence _ Initial Public Offer (IPO). Employees Stock Option Plans (ESOPs). Follow-on Public Offer (FPO). Preferential Allotment . Rights issue.
share transfer audit. periodicity and format for secretarial audit report. preparation of report. systems approach to compliance management. mechanism for self-regulation._ Issue of debt (both long term & short term) such as debentures. 5. requirements of financial institutions and corporate lenders. process. verification of documents relating to charges. scope. regulator and investors. process of establishment of compliance management system. Compliance Management Concept and significance. advantages to company. _ Takeovers and acquisitions _ Setting up of business units in India and abroad _ Setting up joint ventures _ Compliance of Listing Agreement _ Internal Audit of Depository Participants _ Issue of Global Depository Receipts _ Issue of Indian Depository Receipts _ Legal Due Diligence 2. compliance certificate. compliance in letter and spirit. . bonds. warrants etc. need and scope. 4. Securities Management and Compliances Meaning. 3. Secretarial Audit Need. Search / Status Reports Importance. objectives and scope. check-list under various corporate laws.
investor protection and changing role of Institutional Investors. Evolution. art and craft of investors relations. An analysis of legislative framework of corporate governance in various countries such as UK. India. shareholders activism. effectiveness of Board. transparency and disclosure. 3. internal control system and risk management.Common Wealth . principles and development. Detailed Contents : Part A: Corporate Governance (50 Marks) 1. 2. Management structure for corporate governance.PAPER 8 : GOVERNANCE. legal compliance committee and Stakeholders relationship committee. Corporate Social Responsibility and good corporate citizenship. appraisal of Board performance.issue and challenges. building responsive boards . 6. USA. 5. Corporate communication. Various corporate governance forums . concept. Board structure. 4. board committees and their functioning in particular audit committee. BUSINESS ETHICS AND SUSTAINABILITY Level of knowledge : Expert Knowledge Objective : To provide knowledge on global development and best practices in the corporate world. .
organization perspectives. Organization for Economic Cooperation Development (OECD). corporate sustainability management systems. Part C: Corporate Sustainability (20 Marks) 12. stakeholders protection. nature. business dilemma versus decision. business ethics as a strategic management tool.frameworks and guidance.Association for Corporate Governance (CACG). significance and scope. the dilemma resolution process. significance and scope of corporate sustainability. 13. 8. meaning. 9. Ethical principles in business codes and innovations. Sustainability reporting . Genesis. Activity analysis. 15. Concept of the stakeholders organization. Part B : Business Ethics (30 Marks) 7. etc. Introduction of New Syllabus of the Company Secretaryship Course . 16. Contemporary developments. 14. conventions and treaties on environmental. Legal framework. characteristics of ethical dilemmas. Genesis. 10. health and safety and social security issues. leadership programmes and stakeholder engagement. National Foundation for Corporate Governance (NFCG). Challenges of business ethics and corporate leadership. objectives. International Corporate Governance Network (ICGN).Case studies. 11. trends and drivers. business benefits of corporate sustainability reporting. Principle of Absolute Liability .
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