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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,
searches. Who is excluded. Objective. jurisdiction of Courts. limitation for taking cognizance of certain offences. Public Authorities & their obligations . COST AND MANAGEMENT ACCOUNTING Level of knowledge : Working knowledge. Information Commissions (Central & State) and their powers. 10. PAPER 2 : COMPANY ACCOUNTS. Law relating to Right to Information Salient features of the Right to Information (RTI) Act. penalties. Exemption from disclosure. Role of Central/State Governments. 2005. Request for obtaining information. Objectives : (i) To provide working knowledge of accounting principles and procedures for companies in accordance with the statutory requirements. appellate authorities.continuing offences. Designation of Public Information Officers (PIO) and their Duties. (ii) To acquaint the students with cost and management .
conversion of debentures into shares. bonus shares.accounting treatment and disclosures. national and international accounting standards. 7. forfeiture and re-issue of shares. treatment of preliminary expenses. Detailed contents : Part A : Company Accounts (50 Marks) 1. redemption of debentures. Accounting for share capital transactions . at premium and at discount.accounting techniques and practices. consolidation of accounts. 6. Holding and subsidiary companies . Preparation and presentation of final accounts of joint stock companies as per company law requirements. 2. profits prior to incorporation . acquisition of business . . Accounting standards . redemption of preference shares. 5. buy-back of shares. rights issue. Issue of debentures .accounting treatment and procedures. Underwriting of issues .issue of shares at par. 4. Valuation of shares and intangible assets.relevance and significance. 3.
cost concepts and cost classification.unit costing. advantages and limitations. collection and classification of direct expenses and its treatment. treatment of idle time and overtime. (iii) Direct expenses nature. Elements of cost : (i) Material cost purchase procedures. spoilage and defectives. Budgetary control preparation of various types of budgets. distinction between financial accounting. store keeping and inventory control.Part B : Cost And Management Accounting (50 Marks) 8. collection. cost accounting and management accounting. Cost accounting objectives of costing system. labour turnover and remedial measures. tools and techniques of management accounting. ABC analysis. role of management accountant. monetary and non-monetary incentive schemes. management accounting nature and scope. Methods of costing . absorption and control of overheads. apportionment. 10. (ii) Labour cost classification of labour costs. (iv) Overheads nature. . pricing of receipts and issue of material and accounting thereof. contract costing. payroll procedures. 9. fixing of minimum. accounting and control of wastage. 11. allocation. maximum and re-order levels. budgetary control reports to management. classification.
service tax and value added tax laws to the students. cost-volumeprofit relationship. profit volume graph.nature. Objectives : (i) To impart knowledge of the basic principles underlying the substantive provisions of income-tax. latest trends in presenting financial data. Analysis and interpretation of financial statements . . objectives. wealth tax.12.application of marginal costing. importance and limitations. PAPER 3 : TAX LAWS Level of knowledge : Working knowledge. practical application of profit volume ratio. 13. preparation and usefulness.classification. break-even analysis. accounting ratios . 14. advantages and limitations. Marginal costing . preparation of break-even charts. Cash flow statements classification of cash flows.
2. association of persons. assessment year. 7.. such as salaries. Incomes which do not form part of total income. 3. Distinction between capital and revenue receipts and expenditure. residential status. profit and gains of business or profession. applicable rates of taxes and tax liability. 5. 8. various deductions to be made in computing total income. firms. individuals including non-residents. 6. 4. trusts and charitable and religious institutions. previous year. Basis of charge and scope of total income (Incomes deemed to accrue or arise in India and deemed to be received in India).(ii) To equip students with application of principles and provisions of above tax laws in computation of income and taxation of a person excluding companies under various heads of income and their assessment procedures. Computation of total income under various heads. Provisions concerning procedure for filing returns. aggregation of income and set off or carry forward of losses. income from other sources. Detailed contents : Part A (60 Marks) The Income-tax Act 1 Definitions. assessment and reassessment. . signatures. rebates and reliefs. Hindu Undivided Family. etc. efiling. Taxation of every person excluding companies. capital gains. Income of other persons included in assessee s total income. cooperative societies. viz. income from house property. concept of income.
assessment. Wealth Tax Charge of wealth tax. return. issue of notice. penalty. 14. rate and computation of tax. Part B (20 Marks) Service Tax 13. recovery. advance tax in respect of fringe benefits. Statutory provisions. 12. fringe benefits and deemed fringe benefits.white paper on VAT. power to make rules. return of wealth and provisions concerning assessment. role of Practising Company Secretaries. Assessment. value of taxable banking transaction. assets. deemed assets and assets exempt from tax. recovery and refund of tax. returns. Part C (20 Marks) Value Added Tax 15. assessment. 10. levy. revisions. CENVAT credit for service tax. Charge of banking cash transaction tax. Background. collection and payment of service tax. interest on delayed payments. Charge of fringe benefit tax. 11. collection. appeals. payment and return of fringe benefits. administrative mechanism and procedural aspects. Legislative background. collection. provisions of advance tax. valuation. taxable services. Tax deducted at source. valuation. computation of net wealth. concept of VAT .9. rectification. appeal. taxable banking transaction. exemptions. . advance rulings. valuation of assets.
MODULE II PAPER 4 : COMPANY LAW Level of knowledge : Expert knowledge. Concept of VAT on services. liability under VAT. assessment. VAT in other countries. relationship of VAT with inter-state commerce and works contract tax. Objective : To develop an understanding of the regulation of companies and to provide thorough knowledge of the various provisions of the . procedural aspects including registration. filling of returns. 17. Appointment.Report of Empowered Committee of State Finance Ministers. rates of tax. revision and appearances. audit. 18. certifications for professionals. . Computation. refunds. jurisdiction and powers of authorities. scope for Company Secretaries. returns. constitutional provisions. appeals. withdrawal of Central Sales Tax. 16. Goods and Service Tax. credit and set-off.
common seal. Introduction Nature and form of business enterprise . constructive notice and indoor management.Company Law in India as well as Schedules and Rules made thereunder including their interpretation through case laws. rights issues. private placement. employees stock option scheme. Concept of corporate personality. Incorporation and its Consequences Types of companies and their incorporation. clarifications. sources of capital. emergence of principles of limited liability and development of Company Law in England and India. notifications. Historical development of corporate concepts . . company definition and nature. contracts. types of business enterprises. Financial Structure Concept of capital and financing of companies. 3. Detailed contents : 1. duties and liabilities. Re-registration and registration of unregistered joint-stock companies. classes and types of shares. forfeiture and surrender of shares.meaning and importance. publication of name. bonus issues. effect of incorporation. etc. position. issue of shares at par. memorandum and articles of association and their alteration. commencement of business. deeds. corporate veil and its lifting. Promoters . premium and discount. equity with differential rights. issue of sweat equity shares. Working and administration of Company Law. departmental circulars. registered office. 2. The doctrine of ultra-vires.
vacation of office.debentures. misrepresentations and penalties. Management and Control of Companies Directors appointment/re-appointment. contracts in which directors are interested. reduction of capital. bonds. 4. Securing of debts creation. debenture stock. contents. new developments in corporate debt financing. debentures and other securities. loans to directors. qualifications. Allotment and certificates . resignation and removal. red-herring prospectus. role of directors. Membership. shelf prospectus. buy-back of shares. retirement. rights and privileges of members. Company secretary appointment. debenture trust deed and trustees. information memorandum. Depositories and Transfer/Transmission Membership . Prospectus definition.Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 39 November 2007 Alteration of share capital. Managing and whole-time directors and manager. remuneration. company . transfer and transmission of securities in physical and depository modes.modes of acquiring membership. role and responsibilities. dematerialisation and rematerialisation of securities. share certificates and share warrants. disqualifications.contracts to subscribe for shares. Debt capital . office or place of profit. registration. register of members. powers and duties. 5. conversion of and redemption of debentures. abridged prospectus. calls. nomination. modification and satisfaction of charges.
repayment. removal. renewal. and proceedings of Board /Committee meetings. transfer of unpaid and unclaimed dividend to Investor Education and Protection Fund. recording.Meaning.kinds of meetings. acts by directors in excess of authority. Distribution of powers of a company . circulation of members resolution. signing and inspection of minutes. 6. treatment of unpaid and unclaimed dividend. etc. 7. . Investments. acceptance. Invitation. default and remedies.division of powers between Board and general meetings. appointment and reappointment. proxy. Loans and Deposits Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security. quorum. financial statements.. practice and procedure relating to convening and proceedings at general and other meetings notice. tele and videoconferencing of Board/Committee(s). Sole Selling and Buying Agents . Dividend Profit and ascertainment of divisible profits. General meetings . law. declaration and payment of dividend. minutes and evidence. 8.secretary as a principal officer. resolutions. powers of Central Government and rules framed for the purpose. resolution by circulation. role of chairman. audit and auditor s report. monitoring and management. Accounts and Audit Books of account.frequency. voting including voting through electronic means. Meetings of directors and committees . convening. postal ballot.
actions by shareholders. Board s Report and Disclosures preparation. seizure of books and documents.Nature and significance . filling preparation and disclosures. Annual Return . Trusts. power of the Registrar of Companies. disclosures. 10.powers of the Central Government to direct special audit. Inspection and Investigation Inspection of documents. Producer Companies . Registers and Returns maintenance. certification and filing. authentication. Majority Rule and Minority Rights Law relating to majority powers and minority rights. contents . duties and liabilities. cost audit. disclosure and filing. directors responsibility statement. 11. Compromises and Arrangements an overview. place of keeping and its inspection. 14. etc. 12. registers etc. 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. Societies. resignation and removal. Compliance certificate need and purpose. Shareholder remedies .appointment. 9. maintenance. rights. qualification and disqualification. procedure and penalties for delayed filing. Auditors . books of account. powers of the inspector. personal actions. signing. issue and signing by practising company secretary. investigation into affairs of the company. 13. prevention of oppression and mis-management. statutory remedies. inspector s report. Co-operative Societies.
and Limited Liability Partnerships Concept. Striking off Name of Companies. Application of Company Law to Different Sectors such as Banking. and (ii) important labour laws which have direct relevance to the functioning of companies. duty exemption and remission schemes. regulatory mechanism under IDRA. 2006. Insurance. 19. Foreign Trade Policy and Procedures Main features. Industries Development and Regulation Objects and definitions . Winding up of Companies Concept and modes. 16. 17. Detailed contents : Part A : Economic Laws (60 Marks) 1. advance authorisation scheme and . Small and Medium Enterprises Development Act. 15. Objective : To provide an understanding of (i) certain economic laws. Concept. 18. membership. The Micro. An Introduction to E-governance PAPER 5 : ECONOMIC AND LABOUR LAWS Level of knowledge : Working knowledge. vishesh krishi and gram udyog yojana. formation. etc.an overview of current Industrial Policy. served from India scheme. functioning and dissolution. focus market scheme. Offences and Penalties an overview. export promotion council. 2.
1976. objects. powers of Central Government. penalties and enforcement. BPTs and SEZs. development of competition law. foreign direct investment in India and abroad. Current account transactions. Foreign contributions and hospitality. Realisation and repatriation of foreign exchange. appearance before Consumer Dispute Redressal Forums.anti competitive agreements. Competition Commission of India.DFRC. Essential Commodities and Standards of Weights and Measures Objects. abuse of dominant position. Establishment in India of branch. summary trial. adjudication and appeal. seizure and confiscation of essential commodities. combination. genesis of the law. etc. nature and scope of remedies. Competition Act. Trade. acquisition and transfer of immovable property. Pollution Control and Environmental Protection . DEPB. 2002 . Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 40 November 2007 4. compliance of Competition Law. overview of MRTP Act. office etc. Standards of Weights and Measures Act. offences and penalties. Management of Foreign Exchange Transactions Objectives and definitions under FEMA. Exemptions. EHTPs. Capital account transactions. 5. rights of consumers. EPCG. powers of Central Government. 3. regulation of combinations. EOUs. Consumer protection in India. 6. Appearance before Commission. STPs. Competition and Consumer Protection Concept of competition. authorised person. Export of goods and services.
obligations and rights of employers and employees and compliances. Intellectual Property Appellate Board 8. Overview of laws relating to other related intellectual property rights. Exemption. compliances. 7. etc. Central Advisory Board. Law and procedure relating to patents. Employees Provident Funds and Miscellaneous Provisions Act. 11. law relating to Prevention and Control of Air Pollution and Water pollution. application and major provisions. Prevention of Money Laundering Genesis. compliances. Controlling Authority and the Appellate Authority. offences and penalties. 1948 Object and scope. Authority and claims.B : Labour Laws (40 Marks) 9. Appearance before Environment Tribunal/Authority. 10. Minimum Wages Act. obligations of banks and financial institutions. Management of Intellectual Property Rights Concept and development of intellectual property law in India. trade marks and copyrights. 1952 . 1972 Application and major provisions . Advisory Board. RBI Guidelines on KYC. Part . concept and definitions.Concept of sustainable development. offences and penalties. Payment of Gratuity Act. Payment of Bonus Act. Minimum Wages Act. Government policy regarding environment. various transactions. 1965 Object. Environment (Protection) Law. 12.
Detailed contents : . Employees State Insurance Corporation. 1947 Concept. Exemptions and compliances. scope and major provisions including proceedings before the Commissioner. compliances. 18. compliances. scope and major provisions of the Act and compliances. Authorities. Employees State Insurance Act. Workmen s Compensation Act. 1946 Object. objective. 1923 Object.Application and major provisions. Industrial Disputes Act. 1970 Application. scope and major provisions. and significance. Authorities. 1948 Application and major provisions. penalties. Contract Labour (Regulation and Abolition) Act. scope and major provisions including Advisory boards. penalties and procedure and inspectors. registration of establishments. Industrial Employment (Standing Orders) Act. Employees Insurance Court. 17. Factories Act. 16. appointment of licensing officer. special provisions. appeals. 13. unfair labour practices. procedure and powers. Welfare and health. PAPER 6 : SECURITIES LAWS AND COMPLIANCES Level of knowledge : Expert knowledge Objective: To provide expert knowledge and understanding of securities laws and the regulatory framework concerning capital markets in India. compliances and penalties. 15. penalties. Exemption and compliances. Employees State Insurance. 14. 1948 Object.
commercial paper. SEBI Act. portfolio managers. bankers to issue. hybrid and derivatives. money market instruments . debenture. growth of money market in India structure and institutional mechanism. rating and grading of instruments. regulatory framework.treasury bills. Capital Market Intermediaries Primary market and secondary market intermediaries .Part A : Securities Laws (60 Marks) 1. An Overview of Legal and Regulatory Framework Capital market regulatory framework Securities Contracts (Regulation) Act.trustees. objective. surveillance. scope and significance.equity.role and functions. 1956. foreign Institutional investors etc. appearance before SAT.. Settlement of securities. authorities governing capital markets. stock brokers. underwriters. 2. Secondary Market Institutions Functions and significance of stock exchanges. guidelines on anti money laundering. non-voting shares . 4. Securities Appellate Tribunal. power and functions of SEBI. new instruments of capital market pure. holding of enquiry. commercial bills. self regulatory organisations. rating agencies in India. preference shares. Depositories Act. 3. merchant bankers. Profile of securities market. regulatory framework. securities market reforms and regulatory measures to promote investor confidence. rating methodologies. debentures. participatory notes. Capital Market Instruments and Rating Capital market instruments . concept. straight through . sweat equity. 1992. registrars to an issue. operations and trading mechanism of stock exchanges. surveillance mechanism at stock exchanges. 1996.
setting up of mutual fund. submission of information and documents. foreign venture capital investors. setting up of depository. registration. 9. 8. types. concept of Trustee and Asset Management Company. private capital funds. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 41 November 2007 Part B : Issue Management And Compliances (40 Marks) . Venture Capital Concept of venture capital. regulatory framework. internal audit and concurrent audit of depository participants. investment conditions and restrictions. Depository System Overview of depository system in India. Collective Investment Schemes Regulatory framework governing collective investment schemes. 6. modes of buy-back. 7. definitions. demutualisation of stock exchanges. 5. restrictions on business activities. available sources for buy-back of securities. inspection and penalties. risks involved. Mutual Funds Introduction. depository participants. Depositories Act. role and functions of depository.processing. definitions. pricing for buy back. trustees and their obligations. conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies. Buy-Back of Securities Objectives of buy-back. regulatory framework.
Candidates are expected to be conversant with the amendments to the laws made upto six months preceding the date of examinations. American Depository Receipts. provided that it shall be competent for the Council to permit. External Commercial Borrowings. 11. Issue of Capital Listing of securities. PROFESSIONAL PROGRAMME MODULE I . ANNEXURE III DETAILED COURSE CONTENTS UNDER THE PROFESSIONAL PROGRAMME Each paper will be of three hours duration and will carry 100 marks. procedure for issue of various types of shares and debentures. listing of IDRs. 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). conditions for issue of IDRs. and employee stock purchase scheme. Indian Depository Receipts Indian Depository Receipts. the use of Hindi as a medium of writing for any particular subject(s). Global Depository Receipts. The medium of writing the examination will be English. 12.10. procedure for issue of various instruments. delising of securities. Resource Mobilisation in International Capital Market Listing of securities issued outside India . procedure for making an issue of IDRs. employee stock option scheme.Foreign Currency Convertible Bonds.
rights issue and bonus shares. Objective : To provide an in-depth understanding of the procedures under the Companies Act. procedure relating to foreign companies carrying on business in India. filing of agreements with managerial personnel. Alteration of Memorandum and Articles Procedure for alteration of various clauses of memorandum: name clause. DIN. effect of alteration. Company Formation and Conversion Choice of form of business entity. procedure for alteration of articles. 4. Detailed contents : 1. obtaining certification of re-registration. Rules and Regulations made thereunder including understanding of international dimensions of company law. companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration. capital clause and liability clause. procedure . situation of registered office clause.PAPER 1: COMPANY SECRETARIAL PRACTICE Level of knowledge : Expert knowledge. E-governance (MCA 21) Important Features of MCA-21 CIN. Formation of associations not for profit and non profit companies. Issue and Allotment of Securities Procedure for public issue. 2. Procedure for incorporation of private/public companies. SRN. CFC. obtaining certificate of commencement of business. conversion/ re-conversion of one form of business entity into another. commencement of new business and certification. DSC. objects clause. 3. etc. Eforms and on-line filing and inspection of documents.
cancellation of shares. reappointment. issue of shares on preferential basis/private placement. Membership and Transfer/Transmission Procedure for induction of members. 5. surrender of shares. procedure for forfeiture of shares and reissue of forfeited shares. directors and officers liability insurance. waiver of recovery of remuneration. disclosure of interest by a . procedure for calls on shares. shares with differential voting rights. Transfer/transmission/transposition . conversion of and redemption of debentures. alteration of share capital. variation of shareholders rights. Procedure for making loans to directors. conversion and re-conversion of shares into stock. Directors and Managerial Personnel Procedure for appointment. issue of certificates. issue and redemption of preference shares. Issue of sweat equity shares. 6. dematerialization/ rematerialisation of securities. compensation for loss of office. employees stock option scheme. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof. drafting of debenture trust deed.for issue of securities at par/premium/discount. removal and varying terms of appointment/ re-appointment of directors and managerial personnel. nomination of shares. Return of allotment and effect of irregular allotment. cessation of membership including dispute resolution. Procedure for issue of debentures including creation of security and debenture redemption reserve. resignation.
resignation and removal of company secretary in practice. CAG audit. 7. Auditors Procedure for appointment/reappointment. annual and extra-ordinary general meetings. functions and duties. conducting a poll and adjournment of a meeting. resignation and removal of Company Secretary. Procedure for passing of resolutions by postal ballot. procedure for appointment. role of the Company Secretary. accountability. secretary as advisor to the chairman and the board. Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof.authority. 8. Board Meetings . appointment of cost auditors. special auditors. class meetings.Convening and management of Board and Committee Meetings. auditors report. holding of office or place of profit by a director/relative. resignation and removal of statutory auditors and branch auditors. Preparation & Presentation of Reports Preparation of financial statements. Decision-making Forums and Meetings Collective decision making forums . preparation of notices and agenda papers. Company Secretary Appointment. etc. relationship with chairman and directors. General Meetings . of a director. Company Secretary in Practice Functions .convening and management of statutory meeting.director. directors report . delegation and responsibility.
etc. register of charges. 15. payment of dividend.and report on corporate governance. SEBI s Insider Trading Regulations.Secretarial Standards Concept. inspection of charges. Striking off Names of Companies Law and Procedure. investments. Compliance of secretarial standards for good governance. Investments. Best Practices . 13. transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund.e. i. Charges Procedure for creation/modification/satisfaction of charges and registration thereof. annual return. Insider Trading Concept and rationale behind prohibition of insider trading. etc.. 11. Role . Procedure for filling and filing of returns and documents : (a) Annual filing. 14. Distribution of Profit Procedure for ascertainment of divisible profits and declaration of dividend. claiming of unclaimed/unpaid dividend. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 42 November 2007 12. 9. Guarantees and Security Procedure for making inter-corporate loans. compliance certificate. giving of guarantees and providing of security. Inter-corporate Loans. Secretarial Standards issued by the ICSI. 10. (b) Event based filing. annual accounts. major actions taken by SEBI so far. Filling and Filing of Returns and Documents. scope and advantages.
aids to clarity and accuracy. 3. General Principles of Drafting General principles and rules of drafting of deeds and conveyance. Drafting of Agreements under the Companies Act Pre incorporation contracts. distinguishing and evolving features of company law in other jurisdictions. . trust. legal requirements and implications. Power of Attorney. Objective : To acquaint the students with fundamentals of drafting. etc. 16. 5. Memorandum and Articles of Association and other agreements. 2. outsourcing agreements. basic components of deeds. leave and license. etc. SAT. arbitration. Appearances and Pleadings Appearance before tribunals/quasi judicial bodies such as CLB. endorsement and supplemental deeds.of Company Secretary in compliance requirements. counter guarantees. mortgage. Global Developments in Company Law Contemporary developments. bank guarantee. pleadings and advocacy techniques. service agreements. 4. licence. lease. partnership. assignment. Drafting of Agreements Drafting of various Agreements including collaboration agreements. guarantees. Detailed contents 1. PAPER 2 : DRAFTING. building. hypothecation agreement. APPEARANCES AND PLEADINGS Level of knowledge : Working knowledge. Drafting of Various Deeds Deed of sale of land.
drafting of written statement. forex and treasury management to enable the candidates to tackle practical situation with ease. SEBI Act. objectives and scope of financial management. special leave petition. etiquettes and court craft. Drafting and filing of Appeals. counter affidavit. reply and rejoinder. Detailed contents : 1. Consent Orders. Drafting of petitions/applications. significance. FEMA etc. . MODULE II PAPER 3 : FINANCIAL. Dress code. (ii) To provide knowledge of derivatives. revision and review applications. Compounding of Offences Compounding of offences under the Companies Act. 6. TREASURY AND FOREX MANAGEMENT Level of knowledge : Expert knowledge. Drafting of Affidavit in evidence . analysis.NCLT. Nature and Scope of Financial Management Nature. Objectives : (i) To provide conceptual clarity about the management tools and techniques used in financial planning. arguments on merits . CCI TRAI. and appellate authorities. control and decision making. financial distress and insolvency. writ petitions. arguments on preliminary submissions. legal pleadings and written submissions. risk-return and value of the firm. affidavits. etc.
measures of leverage. Capital Budgeting Decisions Planning and control of capital expenditure. company deposits. non-voting preference shares. internal funds as a source of finance. risk evaluation and sensitivity analysis. marginal cost of capital. financial management recent developments. 3. measurement of cost of capital. bonus shares. EBIT EPS analysis. debentures and bonds. techniques of capital budgeting. deferred payment arrangements. capital rationing. . cost of capital. determinants of capital structure. capital structure and valuation . euro-issues and external commercial borrowings. financing cost escalation. choice of methods. functions of finance executive in an organisation. Sources of Finance Equity. term loans from financial institutions and banks. Capital Structure Decisions Meaning and significance of capital structure. linear programming and capital budgeting decisions.theoretical analysis. capital budgeting process. corporate taxation and its impact on corporate financing. risk and leverage. leverage effects on shareholders returns. capital structure vis-avis financial structure. weighted average cost of capital. 4. dividend policy and retention of profits.financial sector reforms and their impact on financial management. international finance and syndication of loans. factors affecting cost of capital. simulation for risk evaluation. optimal capital structure. FCCB. capital structure planning and designing. 2.discounted and non-discounted cash flow methods.
cash. objectives.practical considerations and legal constraints. inflationary and deflationary conditions. forms of dividend. Project Planning and Control Project Planning and preparation of project report. project appraisal under normal. management of working capital . types. significance and scope of financial services . Dividend Policy Introduction. receivables. Security Analysis and Portfolio Management Security analysis . Working Capital Management and Control Working capital .5.meaning. determinants and constraints of dividend policy.operating cycle concept and applications of quantitative techniques. venture capital. 9. different dividend theories Walter s Model. 8. inventories. assessment of working capital requirements . financing of working capital. dividend policy . 6. mutual funds. types. determinants. 7. technical approach and efficient capital market theory. corporate dividend practices in India. securitisation of debt. statutory framework. banking norms and macro aspects of working capital management. portfolio management . factoring and forfeiting.meaning. portfolio theory traditional approach.fundamental approach. custodial and corporate advisory services. leasing and hire purchase. project appraisal . Gordon s Model and Modigliani-Miller Hypothesis of dividend irrelevance. credit rating. loan syndication. Financial Services Meaning. modern approach CAPM model. types of financial services merchant banking.
internal treasury controls. implications of treasury on international banking. forex trading.by financial institutions lending policies and appraisal norms by financial institutions and banks. currency futures. functions and scope of treasury management. relationship between treasury management and financial management. commodity exchanges in India. types of derivatives . currency options and currency swaps and interest rate risk management. liquidity management. currency . foreign exchange market and its structure. significance and scope of forex management. derivatives and exposure management. social cost and benefit analysis of project. Derivatives and Commodity Exchanges Concept of derivatives. loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication. Forex Management Nature. role and responsibilities of chief finance executive. project review and control. options. objectives. 12. derivative markets in India. financial derivatives and commodity derivatives.forward contracts. Treasury Management Meaning. foreign exchange rates and its determination. exchange rate quotes. 10. role of information technology in treasury management. currency forwards. types of exchange rates. tools of treasury management. significance. supervision and control of treasury operations. environment for treasury management. participants in futures and options market. futures contracts. 11. regulation. Index based derivatives and security based derivatives.
demergers and hiving off. acquisitions. risk in foreign exchange business. foreign exchange risk exposures and their management. Detailed contents : Part A : Corporate Restructuring (70 Marks) 1. 3. Recent Developments in Financial. taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters. PAPER 4 : CORPORATE RESTRUCTURING AND INSOLVENCY Level of knowledge : Expert knowledge. Introduction Meaning of corporate restructuring. Mergers and Amalgamations Meaning and concept. exchange rate forecasting. scope and modes of restructuring. need. formulation and execution of various corporate restructuring strategies . historical background. legal.futures and options. disinvestments and strategic alliances. takeovers. national scenario. . jurisdiction of courts. accounting. 2. 13. interest of small investors. procedural. Strategies Planning. global scenario. merger aspects under competition law. Treasury and Forex Management 14. economic.mergers. filing of various forms. Objectives : To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring and insolvency. Practical Problems and Case Studies.
Cross border mergers. post merger valuation. assessing accomplishment of post merger . stock options. procedural. under scheme of arrangement. human and cultural aspects.by agreement. factors influencing valuation. takeover defences. funding through financial institutions and banks. funding through various types of financial instruments including equity and preference shares. corporate and business valuation. 7. merits and demerits.SEBI takeover regulations. accounting and taxation aspects. demerger and voluntary winding up. need and purpose. 6. legal and procedural aspects. management buyouts/leveraged buyouts. payment of consideration. financial accounting. tax aspects and reliefs. taxation.Amalgamation of banking companies and procedure related to Government companies. Post Merger Re-organisation Factors in post merger reorganization: integration of businesses and operations. swaps. reverse mergers procedural aspects and tax implications. types of takeovers. stamp duty and allied matters. options and securities with differential rights. economic. 8. rehabilitation finance. Valuation of Shares and Business Introduction. Funding of Mergers and Takeovers Financial alternatives. Takeovers Meaning and concept. 5. methods of valuation of shares. ECBs. modes of demerger . financial. legal aspects . cross border takeovers. Corporate Demergers and Reverse Mergers Concept of demerger. 4. bail out takeovers and takeover of sick units.
Rehabilitation and Restructuring of Sick Companies Sick companies and their revival with special reference to the law and procedure relating to sick companies. 10. Procedure. Legal Documentation. participants. 1993. Special Purpose Vehicle (SPV). conducting meetings of shareholders/creditors etc. Case Studies. reorganisation of share capital Buy-back of shares concept and necessity. 9.. Part B Corporate Insolvency (30 Marks) 12. measuring post merger efficiency. administrative machinery for winding up. outsourcing responsibilities . 2002. Debt Recovery Act : Overview of the Recovery of Debts Due to Banks and Financial Institutions Act. Winding up Concept. Asset Reconstruction Companies (ARCs). procedure for buy-back of shares by listed and unlisted companies. process.objectives. Financial Restructuring Reduction of capital. modes of winding up. Qualified Institutional Buyers (QIB). Tribunal. 11. Revival. managing estate. compromises and arrangements with banks and creditors. managing stakeholders and parties in liquidation. Securitisation and Debt Recovery Securitisation Act : Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act. 13. dealing with contracts. 14. Winding up process and procedure.
Cross Border Insolvency. Objectives : To develop the basic understanding of the students about the concepts. winding up of unregistered companies. best practices in performing liquidation/administrator functions. techniques and processes relating to strategic . 15. security agencies. accountability and liabilities. dissolution. etc. Role of liquidators and insolvency practitioners. ALLIANCES AND INTERNATIONAL TRADE Level of Knowledge : Working Knowledge. MODULE III PAPER 5 : STRATEGIC MANAGEMENT. Consequences of winding up.to professionals/service providers such as valuers.
Implementation and Control Strategy implementation. 4. legal. budgets and procedures. (b) Internal scanning of the firm. developing programs. goals and objectives. synthesis of external factors. evaluations of alternatives. strategic planning vis-à-vis tactical planning. strategic control. political. impact analysis. 5. selection of best alternative.economic. value chain analysis.management. situational analysis. role. 3. mission. Review . socio-cultural and. industry appraisal analysis and forecasting. managing strategic changes. alliances as well as International Trade and treaties including World Trade Organisation. Strategic models for optimal decision making. functions and processes of strategic management in globally. business process re-engineering. global. (c) Tools and techniques of strategic management SWOT analysis. Environmental Scanning and Internal Appraisal Analysis (a) Identification of external variables . Planning and Formulation Formulation of Corporate vision. competitive and knowledge-based environment. Gap analysis. 2. technological. Detailed contents : Part A : Strategic Management (40 Marks) 1. Nature and Scope of Strategic Management Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 44 November 2007 Concept. developing strategic alternatives.
objectives. approaches of MIS development. classification. Management Information Systems Concept. 10. scope and limitation of internal control. Foreign Investment Policy. International Trade and Treaties Concept and Theories of International Trade. implementation and management of strategic alliances. Risk Management Meaning. Internal Control Systems Meaning. kinds and negotiation of collaboration and joint ventures. types and stages. Part C : International Trade (40 marks) 11.. measuring the trade off between risk and return. drafting of agreement. definition. . Foreign Collaborations and Joint Ventures Industrial Policy. Economic Cooperation and Partnership Agreements. Nature and Scope Meaning. EU. objectives and significance. Economic Blocks and Trade Agreements such as ASEAN. Part B : Strategic Alliances (20 Marks) 9. Enterprise Resource Planning (ERP). control and management of business risks. steps and techniques of internal control systems. NAFTA etc. establishment of World Trade Organisation. Institutionalisation of international trade. 7. 8. types of risks. restrictive clauses.criteria and challenges 6. India s Free Trade. cross cultural alliances. pre-requisites of an effective MIS. elements and structure.Performance Evaluation . Indian joint ventures abroad Indian experiences. integrating alliances into corporate strategy. SAPTA.
Anti-dumping. safeguard measures. regulations and procedures relating to settlement of disputes under WTO. Subsidies and Countervailing Duties WTO agreements on anti-dumping. subsidies & countervailing duties. Settlement of Disputes under WTO Rules. 13. .12. Regulatory Framework and procedure in India. PAPER 6 : ADVANCED TAX LAWS AND PRACTICE Level of knowledge : Expert knowledge Objectives : To provide (i) knowledge of framework of taxation system in India.
reorganisation or restructuring of capital decisions. (iii) an overview of international taxation. tax planning with reference to financial management decisions such as borrowing or investment decisions. Detailed contents : Part A : Direct Taxation . nature of business. harmonisation of tax regime. tax planning with reference to employees remuneration. Tax planning with reference to setting up a new business. introduction of voluntary retirement. corporation tax as per Article 366. 3. Tax planning with respect to corporate reorganization. 2. General Framework of Direct Taxation in India Different direct tax laws and their inter-relationship. locational aspects. Tax Planning Concept of tax planning.Law and Practice (30 marks) 1. location of undertaking. Companies under Income-tax Laws Classification and tax incidence. Tax planning vis-à-vis important provisions of wealth-tax including court rulings and legislative amendments.(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. computation of taxable income and assessment of tax liability considering special provisions relating to companies. etc. Tax planning with regard to specific management decisions such as mergers and takeovers. . importance of Income Tax Act and Annual Finance Act and related Constitutional provisions. tax holiday.
offences and prosecution. collection and recovery of tax. settlement of cases. offences and penalty. liability in special cases. contribution to Government revenues. meaning and scheme. special procedure for assessment of search cases. CENVAT. Introduction Special features of indirect tax levies all pervasive nature. classification and valuation of excisable goods. central sales tax and VAT. appeals and revisions. 6. Central Excise Laws Basis of chargeability of duties of central excise . Adjudication. seizure and investigation. Appeal and Revision. refunds. search.4. assessment procedure. set-off of duties concept. customs duties specific issues and case studies. recovery and refund of . service tax. customs. Tax Management Return and procedure for assessment. Customs Laws Levy of and exemption from. penalties imposable. including appearance before CEGAT by Company Secretary as authorised representative. Central Excise Bonds. Duties payable by small scale units. 7. assessment and payment duties. manufacture. constitutional provisions authorizing the levy and collection of duties of central excise. e-commerce transactions. exemption. recovery and refunds of duties. payment. Central Excise Concessions on exports. Part B : Indirect Taxation Law And Practice (50 marks) 5. Clearance of excisable goods.goods. maintenance of accounts and records and filing of returns.
Advance Ruling and Tax Planning Authority for advance rulings. impact of tax on GATT 94. Appeal and Revision. WTO. search. Basic Concepts of International Taxation Residency issues. source of income. with specific reference to important issues in the respective areas. unilateral relief and Double Tax Avoidance. Tax planning and special provisions relating to certain incomes of nonresident . Settlement of Cases. Promissory Estoppel in Fiscal Laws principles and applicability with reference to indirect taxes. Procedure for clearance of imported and exported goods. applicability of advance ruling. international merger and acquisitions. transfer pricing. Part C: International Taxation (20 marks) 10. the subpart F Regime : definition of CFC. Transportation and warehousing Confiscation of goods and conveyances and imposition of penalties. Tax Planning and Management . 9. Adjudication. application for advance ruling and procedure on receipt of application. Subpart F Income and Operating Rules. 11. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 45 November 2007 8. drawback of duties. its power and procedure. anti dumping processing.customs duties.scope and management in customs. offences and prosecution provisions. tax havens. seizure and arrest.
foreign income exclusions. cross border merger. 12. acquisitions and transfers. indirect foreign tax credit (deemed paid system vs. Taxation of Inbound Transactions Taxation of passive investments.corporate assessee. current pooling system). PFIC s (Passive Foreign Investment Companies). branch profit taxation. property taxation. capital gains & losses. Taxation of Outbound Transactions Foreign tax credit. Controlled Foreign Corporations. provisions and tax implications thereof. 13. Double taxation avoidance agreements. general principles. income taxation. .
Objective : (i) To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporate activities. (ii) To provide expert knowledge about the Corporate Compliance Management Detailed contents : 1. Employees Stock Option Plans (ESOPs). Due Diligence Nature. objectives.MODULE IV PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE MANAGEMENT Level of knowledge : Expert knowledge. Rights issue. Preferential Allotment . steps in the process of due diligence. Follow-on Public Offer (FPO). Areas of Due Diligence _ Initial Public Offer (IPO). significance and scope of due diligence.
compliance certificate. preparation of report. advantages to company. 3. bonds. requirements of financial institutions and corporate lenders. process of establishment of compliance management system. 4. 5. . Secretarial Audit Need. Search / Status Reports Importance. share transfer audit. process. mechanism for self-regulation. warrants etc. _ Takeovers and acquisitions _ Setting up of business units in India and abroad _ Setting up joint ventures _ Compliance of Listing Agreement _ Internal Audit of Depository Participants _ Issue of Global Depository Receipts _ Issue of Indian Depository Receipts _ Legal Due Diligence 2. Compliance Management Concept and significance. Securities Management and Compliances Meaning. regulator and investors. verification of documents relating to charges. objectives and scope. compliance in letter and spirit._ Issue of debt (both long term & short term) such as debentures. need and scope. scope. check-list under various corporate laws. periodicity and format for secretarial audit report. systems approach to compliance management.
art and craft of investors relations. 3. board committees and their functioning in particular audit committee. investor protection and changing role of Institutional Investors. 6. transparency and disclosure. USA. 2. Management structure for corporate governance. shareholders activism. An analysis of legislative framework of corporate governance in various countries such as UK. BUSINESS ETHICS AND SUSTAINABILITY Level of knowledge : Expert Knowledge Objective : To provide knowledge on global development and best practices in the corporate world. . appraisal of Board performance. Detailed Contents : Part A: Corporate Governance (50 Marks) 1. Board structure. Corporate communication. building responsive boards . India. Corporate Social Responsibility and good corporate citizenship. concept. effectiveness of Board. 5. legal compliance committee and Stakeholders relationship committee.PAPER 8 : GOVERNANCE. principles and development.Common Wealth . internal control system and risk management. 4. Various corporate governance forums . Evolution.issue and challenges.
National Foundation for Corporate Governance (NFCG). health and safety and social security issues. 13. 10. the dilemma resolution process. leadership programmes and stakeholder engagement. 9. Challenges of business ethics and corporate leadership. Organization for Economic Cooperation Development (OECD). 15. Activity analysis.frameworks and guidance. significance and scope. 14. Sustainability reporting . organization perspectives. Principle of Absolute Liability . Part B : Business Ethics (30 Marks) 7. Part C: Corporate Sustainability (20 Marks) 12. meaning. trends and drivers. business benefits of corporate sustainability reporting.Case studies. stakeholders protection. 11. 16. corporate sustainability management systems.Association for Corporate Governance (CACG). conventions and treaties on environmental. Legal framework. 8. business ethics as a strategic management tool. Contemporary developments. Genesis. significance and scope of corporate sustainability. Ethical principles in business codes and innovations. International Corporate Governance Network (ICGN). business dilemma versus decision. Introduction of New Syllabus of the Company Secretaryship Course . Genesis. characteristics of ethical dilemmas. nature. objectives. Concept of the stakeholders organization. etc.
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