NEW SYLLABUS OF THE COMPANY

Executive Programme

Module I 1. General and Commercial Laws 2. Company Accounts, Cost and Management Accounting 3. Tax Laws

Module II 4. Company Law 5. Economic and Labour Laws 6. Securities Laws and Compliances

Professional Programme

Module I 1. Company Secretarial Practice 2. Drafting, Appearances and Pleadings

Module II 3. Financial, Treasury and Forex Management 4. Corporate Restructuring and Insolvency

Module III 5. Strategic Management, Alliances and International Trade 6. Advanced Tax Laws and Practice

Module IV 7. Due Diligence and Corporate Compliance Management 8. Governance, Business Ethics and Sustainability

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,

Objective. Information Commissions (Central & State) and their powers. Exemption from disclosure. COST AND MANAGEMENT ACCOUNTING Level of knowledge : Working knowledge. Designation of Public Information Officers (PIO) and their Duties. 10. (ii) To acquaint the students with cost and management . Request for obtaining information. Law relating to Right to Information Salient features of the Right to Information (RTI) Act. searches. Who is excluded.continuing offences. PAPER 2 : COMPANY ACCOUNTS. penalties. 2005. Public Authorities & their obligations . jurisdiction of Courts. limitation for taking cognizance of certain offences. Role of Central/State Governments. appellate authorities. Objectives : (i) To provide working knowledge of accounting principles and procedures for companies in accordance with the statutory requirements.

5. forfeiture and re-issue of shares. Accounting standards . 2.issue of shares at par. bonus shares. Underwriting of issues . Holding and subsidiary companies . national and international accounting standards. Valuation of shares and intangible assets. Accounting for share capital transactions . 4.accounting treatment and procedures. 6.accounting treatment and disclosures. .accounting techniques and practices. 7. 3. Issue of debentures . conversion of debentures into shares. treatment of preliminary expenses. rights issue. redemption of debentures. acquisition of business . at premium and at discount. buy-back of shares. profits prior to incorporation .relevance and significance. Preparation and presentation of final accounts of joint stock companies as per company law requirements. consolidation of accounts. Detailed contents : Part A : Company Accounts (50 Marks) 1. redemption of preference shares.

Budgetary control preparation of various types of budgets. Methods of costing . monetary and non-monetary incentive schemes. pricing of receipts and issue of material and accounting thereof. collection and classification of direct expenses and its treatment. Cost accounting objectives of costing system. cost accounting and management accounting. 9. ABC analysis. cost concepts and cost classification. apportionment. accounting and control of wastage. budgetary control reports to management. tools and techniques of management accounting. 11. payroll procedures. labour turnover and remedial measures. (iii) Direct expenses nature. (ii) Labour cost classification of labour costs. management accounting nature and scope. fixing of minimum. contract costing. (iv) Overheads nature.Part B : Cost And Management Accounting (50 Marks) 8. distinction between financial accounting.unit costing. . absorption and control of overheads. collection. maximum and re-order levels. advantages and limitations. classification. spoilage and defectives. Elements of cost : (i) Material cost purchase procedures. treatment of idle time and overtime. 10. allocation. role of management accountant. store keeping and inventory control.

latest trends in presenting financial data.application of marginal costing. practical application of profit volume ratio. wealth tax.12. Objectives : (i) To impart knowledge of the basic principles underlying the substantive provisions of income-tax. Marginal costing . PAPER 3 : TAX LAWS Level of knowledge : Working knowledge. Analysis and interpretation of financial statements . preparation and usefulness. accounting ratios . preparation of break-even charts.nature. service tax and value added tax laws to the students. cost-volumeprofit relationship. objectives. 13.classification. profit volume graph. Cash flow statements classification of cash flows. 14. advantages and limitations. importance and limitations. break-even analysis. .

. Detailed contents : Part A (60 Marks) The Income-tax Act 1 Definitions. profit and gains of business or profession. . Computation of total income under various heads. such as salaries. 5. 7. etc. applicable rates of taxes and tax liability. capital gains. Incomes which do not form part of total income. trusts and charitable and religious institutions. Provisions concerning procedure for filing returns.(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. efiling. signatures. 8. previous year. viz. 3. assessment year. 6. income from house property. aggregation of income and set off or carry forward of losses. rebates and reliefs. Hindu Undivided Family. residential status. individuals including non-residents. 4. concept of income. association of persons. various deductions to be made in computing total income. Basis of charge and scope of total income (Incomes deemed to accrue or arise in India and deemed to be received in India). income from other sources. assessment and reassessment. cooperative societies. Income of other persons included in assessee s total income. 2. Distinction between capital and revenue receipts and expenditure. firms. Taxation of every person excluding companies.

Part C (20 Marks) Value Added Tax 15. Legislative background. Assessment. return of wealth and provisions concerning assessment. role of Practising Company Secretaries. recovery and refund of tax. rate and computation of tax. rectification. assessment. administrative mechanism and procedural aspects. valuation. fringe benefits and deemed fringe benefits. payment and return of fringe benefits. . provisions of advance tax. value of taxable banking transaction. returns. revisions.white paper on VAT. 10. Background. assessment. 11. computation of net wealth. CENVAT credit for service tax. penalty. 14. Part B (20 Marks) Service Tax 13. advance tax in respect of fringe benefits. appeals. Statutory provisions. Charge of fringe benefit tax. collection and payment of service tax. return. valuation. taxable banking transaction. recovery. levy. collection. Charge of banking cash transaction tax.9. valuation of assets. 12. exemptions. Wealth Tax Charge of wealth tax. collection. interest on delayed payments. issue of notice. concept of VAT . taxable services. deemed assets and assets exempt from tax. power to make rules. advance rulings. appeal. Tax deducted at source. assets.

scope for Company Secretaries. credit and set-off.Report of Empowered Committee of State Finance Ministers. audit. returns. Concept of VAT on services. . Appointment. Computation. 17. assessment. rates of tax. relationship of VAT with inter-state commerce and works contract tax. certifications for professionals. refunds. 16. Objective : To develop an understanding of the regulation of companies and to provide thorough knowledge of the various provisions of the . MODULE II PAPER 4 : COMPANY LAW Level of knowledge : Expert knowledge. 18. jurisdiction and powers of authorities. constitutional provisions. VAT in other countries. Goods and Service Tax. liability under VAT. procedural aspects including registration. withdrawal of Central Sales Tax. revision and appearances. appeals. filling of returns.

issue of sweat equity shares. premium and discount. duties and liabilities. departmental circulars. equity with differential rights. forfeiture and surrender of shares. Re-registration and registration of unregistered joint-stock companies. 3. constructive notice and indoor management. private placement. rights issues. common seal. commencement of business. bonus issues. Promoters . deeds. The doctrine of ultra-vires. etc. Historical development of corporate concepts . memorandum and articles of association and their alteration. employees stock option scheme. publication of name. sources of capital. . Incorporation and its Consequences Types of companies and their incorporation. Detailed contents : 1. Financial Structure Concept of capital and financing of companies. position. emergence of principles of limited liability and development of Company Law in England and India. types of business enterprises. Working and administration of Company Law. issue of shares at par. clarifications. classes and types of shares. effect of incorporation. contracts. Concept of corporate personality. company definition and nature. corporate veil and its lifting. registered office.Company Law in India as well as Schedules and Rules made thereunder including their interpretation through case laws. Introduction Nature and form of business enterprise . notifications. 2.meaning and importance.

debentures. Prospectus definition. Debt capital . buy-back of shares. office or place of profit. information memorandum. 5. contents. debenture stock. Managing and whole-time directors and manager. Membership.modes of acquiring membership. registration. company . Company secretary appointment. role and responsibilities. register of members. vacation of office. transfer and transmission of securities in physical and depository modes. Allotment and certificates . misrepresentations and penalties. powers and duties. red-herring prospectus. new developments in corporate debt financing. loans to directors. nomination. Securing of debts creation. reduction of capital. contracts in which directors are interested. resignation and removal. qualifications. calls.contracts to subscribe for shares. conversion of and redemption of debentures. bonds. rights and privileges of members. Management and Control of Companies Directors appointment/re-appointment.Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 39 November 2007 Alteration of share capital. share certificates and share warrants. retirement. debentures and other securities. Depositories and Transfer/Transmission Membership . abridged prospectus. shelf prospectus. role of directors. modification and satisfaction of charges. remuneration. 4. disqualifications. debenture trust deed and trustees. dematerialisation and rematerialisation of securities.

Meetings of directors and committees . Invitation. Distribution of powers of a company . law. resolution by circulation.. recording. powers of Central Government and rules framed for the purpose. 7. default and remedies.secretary as a principal officer. renewal. financial statements. tele and videoconferencing of Board/Committee(s). repayment. Dividend Profit and ascertainment of divisible profits. proxy. circulation of members resolution. role of chairman. acceptance. audit and auditor s report.division of powers between Board and general meetings. quorum. acts by directors in excess of authority. postal ballot. signing and inspection of minutes. General meetings . convening. and proceedings of Board /Committee meetings. 8. removal. Sole Selling and Buying Agents . Loans and Deposits Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security. treatment of unpaid and unclaimed dividend. . Accounts and Audit Books of account. 6. monitoring and management.Meaning. resolutions. declaration and payment of dividend. appointment and reappointment. Investments. transfer of unpaid and unclaimed dividend to Investor Education and Protection Fund. minutes and evidence. practice and procedure relating to convening and proceedings at general and other meetings notice.frequency. etc. voting including voting through electronic means.kinds of meetings.

Shareholder remedies .Nature and significance . power of the Registrar of Companies. disclosures.appointment. 11. place of keeping and its inspection. Annual Return . maintenance.powers of the Central Government to direct special audit. issue and signing by practising company secretary. personal actions. registers etc. 10. Compliance certificate need and purpose. Compromises and Arrangements an overview. Co-operative Societies. inspector s report. seizure of books and documents. 12. 14. qualification and disqualification.actions by shareholders. 13. cost audit. resignation and removal. signing. filling preparation and disclosures. Registers and Returns maintenance. Producer Companies . investigation into affairs of the company. authentication. books of account. Auditors . duties and liabilities. procedure and penalties for delayed filing. certification and filing. directors responsibility statement. contents . disclosure and filing. rights. Board s Report and Disclosures preparation. Majority Rule and Minority Rights Law relating to majority powers and minority rights. etc. 9. Societies. Trusts. powers of the inspector. 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. Inspection and Investigation Inspection of documents. prevention of oppression and mis-management. statutory remedies.

Offences and Penalties an overview. Concept. 2006. 18. 19. and (ii) important labour laws which have direct relevance to the functioning of companies. Application of Company Law to Different Sectors such as Banking. Insurance. formation. The Micro. An Introduction to E-governance PAPER 5 : ECONOMIC AND LABOUR LAWS Level of knowledge : Working knowledge. duty exemption and remission schemes.and Limited Liability Partnerships Concept. Foreign Trade Policy and Procedures Main features. Detailed contents : Part A : Economic Laws (60 Marks) 1. 17. Objective : To provide an understanding of (i) certain economic laws. export promotion council. 16. functioning and dissolution. advance authorisation scheme and . served from India scheme.an overview of current Industrial Policy. vishesh krishi and gram udyog yojana. regulatory mechanism under IDRA. 15. Small and Medium Enterprises Development Act. etc. 2. Industries Development and Regulation Objects and definitions . Striking off Name of Companies. focus market scheme. Winding up of Companies Concept and modes. membership.

2002 . genesis of the law. Foreign contributions and hospitality. EHTPs. abuse of dominant position. foreign direct investment in India and abroad. development of competition law. Appearance before Commission. appearance before Consumer Dispute Redressal Forums. STPs. Competition Commission of India. Realisation and repatriation of foreign exchange.anti competitive agreements. regulation of combinations. nature and scope of remedies. EPCG. Essential Commodities and Standards of Weights and Measures Objects. EOUs. compliance of Competition Law. combination. Export of goods and services. summary trial. Consumer protection in India. Establishment in India of branch. Trade. overview of MRTP Act. seizure and confiscation of essential commodities. Management of Foreign Exchange Transactions Objectives and definitions under FEMA. penalties and enforcement. objects. authorised person. rights of consumers. Competition Act. Standards of Weights and Measures Act. Capital account transactions. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 40 November 2007 4. adjudication and appeal. powers of Central Government. powers of Central Government. 6. 1976. Current account transactions. Pollution Control and Environmental Protection . BPTs and SEZs. 3. offences and penalties. 5. DEPB. office etc. Exemptions. Competition and Consumer Protection Concept of competition. acquisition and transfer of immovable property. etc.DFRC.

Advisory Board. Government policy regarding environment. Payment of Gratuity Act. Appearance before Environment Tribunal/Authority. Law and procedure relating to patents. Employees Provident Funds and Miscellaneous Provisions Act. Minimum Wages Act.B : Labour Laws (40 Marks) 9. Management of Intellectual Property Rights Concept and development of intellectual property law in India. Minimum Wages Act. 1952 . law relating to Prevention and Control of Air Pollution and Water pollution. Prevention of Money Laundering Genesis. 1948 Object and scope. offences and penalties. etc. concept and definitions. 12. RBI Guidelines on KYC. Payment of Bonus Act. 11. Exemption. 7. obligations and rights of employers and employees and compliances. Environment (Protection) Law. Authority and claims. Part . trade marks and copyrights. 1965 Object.Concept of sustainable development. Intellectual Property Appellate Board 8. Controlling Authority and the Appellate Authority. 10. Overview of laws relating to other related intellectual property rights. Central Advisory Board. various transactions. offences and penalties. compliances. compliances. obligations of banks and financial institutions. application and major provisions. 1972 Application and major provisions .

Authorities. 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. 1947 Concept. 16. 18. unfair labour practices. and significance. Workmen s Compensation Act. scope and major provisions including proceedings before the Commissioner. Industrial Employment (Standing Orders) Act. procedure and powers. 1946 Object. 15. Authorities. penalties and procedure and inspectors. Employees State Insurance. Exemptions and compliances. 14. special provisions. Industrial Disputes Act. Employees State Insurance Corporation. Welfare and health. scope and major provisions. appeals. registration of establishments. penalties. Employees State Insurance Act. scope and major provisions of the Act and compliances. Exemption and compliances. compliances. Employees Insurance Court. 1970 Application. compliances and penalties. 1948 Object. 1948 Application and major provisions.Application and major provisions. scope and major provisions including Advisory boards. Detailed contents : . compliances. Factories Act. penalties. objective. 1923 Object. 17. appointment of licensing officer. 13. Contract Labour (Regulation and Abolition) Act.

registrars to an issue.. objective. preference shares. 2. hybrid and derivatives.treasury bills. Profile of securities market. debentures. SEBI Act. self regulatory organisations. regulatory framework. appearance before SAT. rating and grading of instruments. regulatory framework. Settlement of securities. participatory notes. 3. sweat equity.equity. portfolio managers. new instruments of capital market pure. Capital Market Instruments and Rating Capital market instruments . surveillance. 4. concept. Securities Appellate Tribunal. An Overview of Legal and Regulatory Framework Capital market regulatory framework Securities Contracts (Regulation) Act. commercial bills.trustees. foreign Institutional investors etc. holding of enquiry. Secondary Market Institutions Functions and significance of stock exchanges. authorities governing capital markets. surveillance mechanism at stock exchanges. guidelines on anti money laundering. debenture. scope and significance. growth of money market in India structure and institutional mechanism. bankers to issue. securities market reforms and regulatory measures to promote investor confidence. non-voting shares . money market instruments . 1956. Capital Market Intermediaries Primary market and secondary market intermediaries . rating agencies in India. Depositories Act. power and functions of SEBI. stock brokers. straight through . operations and trading mechanism of stock exchanges. merchant bankers.role and functions. rating methodologies. 1992. underwriters. 1996. commercial paper.Part A : Securities Laws (60 Marks) 1.

Collective Investment Schemes Regulatory framework governing collective investment schemes. Depository System Overview of depository system in India. conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies. concept of Trustee and Asset Management Company. restrictions on business activities.processing. pricing for buy back. Buy-Back of Securities Objectives of buy-back. Depositories Act. 6. regulatory framework. 9. Venture Capital Concept of venture capital. depository participants. trustees and their obligations. 7. internal audit and concurrent audit of depository participants. foreign venture capital investors. private capital funds. demutualisation of stock exchanges. submission of information and documents. definitions. setting up of mutual fund. definitions. Mutual Funds Introduction. role and functions of depository. setting up of depository. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 41 November 2007 Part B : Issue Management And Compliances (40 Marks) . modes of buy-back. 5. types. risks involved. available sources for buy-back of securities. 8. investment conditions and restrictions. inspection and penalties. registration. regulatory framework.

Global Depository Receipts. procedure for making an issue of IDRs. subject to such conditions as it may deem fit and after giving sufficient advance information to the candidates. PROFESSIONAL PROGRAMME MODULE I .10. listing of IDRs. employee stock option scheme. delising of securities. SEBI Guidelines for Disclosure and Investor Protection (DIP). External Commercial Borrowings.Foreign Currency Convertible Bonds. ANNEXURE III DETAILED COURSE CONTENTS UNDER THE PROFESSIONAL PROGRAMME Each paper will be of three hours duration and will carry 100 marks. Resource Mobilisation in International Capital Market Listing of securities issued outside India . Candidates are expected to be conversant with the amendments to the laws made upto six months preceding the date of examinations. the use of Hindi as a medium of writing for any particular subject(s). and employee stock purchase scheme. The medium of writing the examination will be English. 12. American Depository Receipts. procedure for issue of various instruments. Issue of Capital Listing of securities. conditions for issue of IDRs. 11. provided that it shall be competent for the Council to permit. Indian Depository Receipts Indian Depository Receipts. procedure for issue of various types of shares and debentures.

capital clause and liability clause. etc. Rules and Regulations made thereunder including understanding of international dimensions of company law. Objective : To provide an in-depth understanding of the procedures under the Companies Act. 2. Alteration of Memorandum and Articles Procedure for alteration of various clauses of memorandum: name clause. Detailed contents : 1. objects clause. obtaining certificate of commencement of business. Company Formation and Conversion Choice of form of business entity. E-governance (MCA 21) Important Features of MCA-21 CIN. DIN. CFC. procedure for alteration of articles. companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration. DSC. rights issue and bonus shares. Issue and Allotment of Securities Procedure for public issue. obtaining certification of re-registration. Eforms and on-line filing and inspection of documents. commencement of new business and certification. effect of alteration. SRN. procedure .PAPER 1: COMPANY SECRETARIAL PRACTICE Level of knowledge : Expert knowledge. situation of registered office clause. 4. Procedure for incorporation of private/public companies. 3. Formation of associations not for profit and non profit companies. conversion/ re-conversion of one form of business entity into another. filing of agreements with managerial personnel. procedure relating to foreign companies carrying on business in India.

nomination of shares. variation of shareholders rights. Directors and Managerial Personnel Procedure for appointment. procedure for forfeiture of shares and reissue of forfeited shares.for issue of securities at par/premium/discount. drafting of debenture trust deed. issue and redemption of preference shares. Procedure for making loans to directors. cessation of membership including dispute resolution. 5. procedure for calls on shares. dematerialization/ rematerialisation of securities. Membership and Transfer/Transmission Procedure for induction of members. conversion and re-conversion of shares into stock. 6. Issue of sweat equity shares. reappointment. conversion of and redemption of debentures. surrender of shares. issue of shares on preferential basis/private placement. resignation. shares with differential voting rights. directors and officers liability insurance. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof. alteration of share capital. Transfer/transmission/transposition . waiver of recovery of remuneration. employees stock option scheme. cancellation of shares. disclosure of interest by a . Return of allotment and effect of irregular allotment. issue of certificates. Procedure for issue of debentures including creation of security and debenture redemption reserve. compensation for loss of office. removal and varying terms of appointment/ re-appointment of directors and managerial personnel.

CAG audit.authority. Preparation & Presentation of Reports Preparation of financial statements. Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof. preparation of notices and agenda papers. secretary as advisor to the chairman and the board.convening and management of statutory meeting. procedure for appointment. class meetings. conducting a poll and adjournment of a meeting. auditors report. Company Secretary Appointment. special auditors. resignation and removal of company secretary in practice. accountability. Procedure for passing of resolutions by postal ballot. holding of office or place of profit by a director/relative. 7. appointment of cost auditors. 8. General Meetings . relationship with chairman and directors. functions and duties. Auditors Procedure for appointment/reappointment. Board Meetings . directors report . role of the Company Secretary.director. Decision-making Forums and Meetings Collective decision making forums . of a director. resignation and removal of statutory auditors and branch auditors. resignation and removal of Company Secretary. annual and extra-ordinary general meetings. delegation and responsibility.Convening and management of Board and Committee Meetings. Company Secretary in Practice Functions . etc.

14. Distribution of Profit Procedure for ascertainment of divisible profits and declaration of dividend. major actions taken by SEBI so far. investments. SEBI s Insider Trading Regulations. 13. 11. claiming of unclaimed/unpaid dividend. Investments. Insider Trading Concept and rationale behind prohibition of insider trading. Secretarial Standards issued by the ICSI. etc. transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund. Compliance of secretarial standards for good governance. 15.e. compliance certificate. scope and advantages. Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 42 November 2007 12. Striking off Names of Companies Law and Procedure. annual accounts. payment of dividend. Inter-corporate Loans. Best Practices . etc. Charges Procedure for creation/modification/satisfaction of charges and registration thereof. inspection of charges.Secretarial Standards Concept. giving of guarantees and providing of security.. Procedure for filling and filing of returns and documents : (a) Annual filing. (b) Event based filing.and report on corporate governance. 10. i. Guarantees and Security Procedure for making inter-corporate loans. 9. annual return. Filling and Filing of Returns and Documents. Role . register of charges.

Global Developments in Company Law Contemporary developments. lease. arbitration. etc. etc. 3. partnership. counter guarantees. outsourcing agreements. bank guarantee. legal requirements and implications. SAT. 2. Appearances and Pleadings Appearance before tribunals/quasi judicial bodies such as CLB. Memorandum and Articles of Association and other agreements. building.of Company Secretary in compliance requirements. Drafting of Agreements Drafting of various Agreements including collaboration agreements. Detailed contents 1. hypothecation agreement. Objective : To acquaint the students with fundamentals of drafting. Drafting of Various Deeds Deed of sale of land. endorsement and supplemental deeds. aids to clarity and accuracy. mortgage. licence. 4. pleadings and advocacy techniques. APPEARANCES AND PLEADINGS Level of knowledge : Working knowledge. distinguishing and evolving features of company law in other jurisdictions. PAPER 2 : DRAFTING. Drafting of Agreements under the Companies Act Pre incorporation contracts. leave and license. service agreements. basic components of deeds. Power of Attorney. General Principles of Drafting General principles and rules of drafting of deeds and conveyance. assignment. 5. trust. 16. guarantees. .

reply and rejoinder. FEMA etc. Drafting of petitions/applications. forex and treasury management to enable the candidates to tackle practical situation with ease. etiquettes and court craft. analysis. Nature and Scope of Financial Management Nature. arguments on merits . 6. affidavits. MODULE II PAPER 3 : FINANCIAL. writ petitions. SEBI Act. Consent Orders. financial distress and insolvency. CCI TRAI. TREASURY AND FOREX MANAGEMENT Level of knowledge : Expert knowledge. Objectives : (i) To provide conceptual clarity about the management tools and techniques used in financial planning. objectives and scope of financial management. (ii) To provide knowledge of derivatives. and appellate authorities. special leave petition. Detailed contents : 1. significance. Compounding of Offences Compounding of offences under the Companies Act. . control and decision making. legal pleadings and written submissions.NCLT. etc. drafting of written statement. Drafting of Affidavit in evidence . counter affidavit. revision and review applications. Dress code. Drafting and filing of Appeals. arguments on preliminary submissions. risk-return and value of the firm.

EBIT EPS analysis. financial management recent developments. deferred payment arrangements. choice of methods. bonus shares. functions of finance executive in an organisation. 3. measures of leverage. term loans from financial institutions and banks. weighted average cost of capital. capital structure and valuation . marginal cost of capital. corporate taxation and its impact on corporate financing.theoretical analysis. linear programming and capital budgeting decisions. capital structure planning and designing. euro-issues and external commercial borrowings. determinants of capital structure. Capital Budgeting Decisions Planning and control of capital expenditure. capital structure vis-avis financial structure. FCCB. international finance and syndication of loans. internal funds as a source of finance. leverage effects on shareholders returns. measurement of cost of capital. financing cost escalation. 4. simulation for risk evaluation. capital budgeting process. Capital Structure Decisions Meaning and significance of capital structure. capital rationing. optimal capital structure. risk evaluation and sensitivity analysis. dividend policy and retention of profits. non-voting preference shares. risk and leverage. debentures and bonds. techniques of capital budgeting.financial sector reforms and their impact on financial management. Sources of Finance Equity. factors affecting cost of capital.discounted and non-discounted cash flow methods. 2. . company deposits. cost of capital.

8. 7.practical considerations and legal constraints. banking norms and macro aspects of working capital management. Security Analysis and Portfolio Management Security analysis .5. project appraisal under normal. portfolio theory traditional approach. venture capital. corporate dividend practices in India. inventories.operating cycle concept and applications of quantitative techniques. dividend policy . Gordon s Model and Modigliani-Miller Hypothesis of dividend irrelevance. objectives. custodial and corporate advisory services. inflationary and deflationary conditions. Financial Services Meaning. types of financial services merchant banking. securitisation of debt. 9. credit rating. factoring and forfeiting. management of working capital .meaning.meaning. Project Planning and Control Project Planning and preparation of project report. determinants. Dividend Policy Introduction. financing of working capital. different dividend theories Walter s Model. Working Capital Management and Control Working capital . receivables. types. loan syndication. statutory framework. forms of dividend. mutual funds.fundamental approach.cash. leasing and hire purchase. technical approach and efficient capital market theory. determinants and constraints of dividend policy. 6. types. significance and scope of financial services . modern approach CAPM model. portfolio management . assessment of working capital requirements . project appraisal .

Derivatives and Commodity Exchanges Concept of derivatives. options. currency options and currency swaps and interest rate risk management. loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication. social cost and benefit analysis of project. role of information technology in treasury management. exchange rate quotes. 11. 12. tools of treasury management.forward contracts. currency . participants in futures and options market. financial derivatives and commodity derivatives. liquidity management. 10. relationship between treasury management and financial management. forex trading.by financial institutions lending policies and appraisal norms by financial institutions and banks. Forex Management Nature. derivative markets in India. commodity exchanges in India. regulation. environment for treasury management. supervision and control of treasury operations. role and responsibilities of chief finance executive. functions and scope of treasury management. Treasury Management Meaning. internal treasury controls. objectives. currency forwards. derivatives and exposure management. foreign exchange market and its structure. significance and scope of forex management. futures contracts. types of derivatives . implications of treasury on international banking. foreign exchange rates and its determination. significance. currency futures. Index based derivatives and security based derivatives. types of exchange rates. project review and control.

risk in foreign exchange business. 2. Strategies Planning. exchange rate forecasting. jurisdiction of courts. Mergers and Amalgamations Meaning and concept.mergers.futures and options. PAPER 4 : CORPORATE RESTRUCTURING AND INSOLVENCY Level of knowledge : Expert knowledge. acquisitions. historical background. filing of various forms. Recent Developments in Financial. taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters. Introduction Meaning of corporate restructuring. national scenario. scope and modes of restructuring. disinvestments and strategic alliances. need. interest of small investors. legal. takeovers. Detailed contents : Part A : Corporate Restructuring (70 Marks) 1. accounting. global scenario. Practical Problems and Case Studies. foreign exchange risk exposures and their management. formulation and execution of various corporate restructuring strategies . economic. Treasury and Forex Management 14. procedural. 13. Objectives : To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring and insolvency. demergers and hiving off. . 3. merger aspects under competition law.

demerger and voluntary winding up. need and purpose. 6. takeover defences. tax aspects and reliefs. swaps. 4. taxation. 5. legal and procedural aspects. post merger valuation. legal aspects . payment of consideration.by agreement. Takeovers Meaning and concept. funding through financial institutions and banks. financial. stock options. types of takeovers. options and securities with differential rights. modes of demerger . cross border takeovers. assessing accomplishment of post merger . rehabilitation finance. Funding of Mergers and Takeovers Financial alternatives. Valuation of Shares and Business Introduction.Amalgamation of banking companies and procedure related to Government companies. reverse mergers procedural aspects and tax implications. economic. accounting and taxation aspects. merits and demerits. methods of valuation of shares. 8. under scheme of arrangement. ECBs. procedural. funding through various types of financial instruments including equity and preference shares. Cross border mergers. Corporate Demergers and Reverse Mergers Concept of demerger. financial accounting. factors influencing valuation. human and cultural aspects. 7. management buyouts/leveraged buyouts. bail out takeovers and takeover of sick units.SEBI takeover regulations. corporate and business valuation. Post Merger Re-organisation Factors in post merger reorganization: integration of businesses and operations. stamp duty and allied matters.

Case Studies. 11. Winding up process and procedure. reorganisation of share capital Buy-back of shares concept and necessity. Special Purpose Vehicle (SPV). managing stakeholders and parties in liquidation. 1993. Qualified Institutional Buyers (QIB). participants. Tribunal. Winding up Concept. 9. outsourcing responsibilities . 14. Financial Restructuring Reduction of capital. 2002. modes of winding up. Revival. 10. measuring post merger efficiency. Debt Recovery Act : Overview of the Recovery of Debts Due to Banks and Financial Institutions Act. conducting meetings of shareholders/creditors etc. compromises and arrangements with banks and creditors. procedure for buy-back of shares by listed and unlisted companies. Securitisation and Debt Recovery Securitisation Act : Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act.. Legal Documentation. process.objectives. Rehabilitation and Restructuring of Sick Companies Sick companies and their revival with special reference to the law and procedure relating to sick companies. Procedure. administrative machinery for winding up. Part B Corporate Insolvency (30 Marks) 12. dealing with contracts. 13. Asset Reconstruction Companies (ARCs). managing estate.

Cross Border Insolvency. Objectives : To develop the basic understanding of the students about the concepts. security agencies. ALLIANCES AND INTERNATIONAL TRADE Level of Knowledge : Working Knowledge. accountability and liabilities. Role of liquidators and insolvency practitioners. 15. MODULE III PAPER 5 : STRATEGIC MANAGEMENT. best practices in performing liquidation/administrator functions.to professionals/service providers such as valuers. techniques and processes relating to strategic . winding up of unregistered companies. Consequences of winding up. etc. dissolution.

Strategic models for optimal decision making. global. Review . political. budgets and procedures. 5. 4. (b) Internal scanning of the firm.management. alliances as well as International Trade and treaties including World Trade Organisation. situational analysis. developing programs. technological. Gap analysis. synthesis of external factors.economic. Implementation and Control Strategy implementation. role. value chain analysis. impact analysis. Planning and Formulation Formulation of Corporate vision. mission. business process re-engineering. managing strategic changes. Detailed contents : Part A : Strategic Management (40 Marks) 1. 2. legal. goals and objectives. developing strategic alternatives. industry appraisal analysis and forecasting. strategic control. evaluations of alternatives. selection of best alternative. 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. socio-cultural and. (c) Tools and techniques of strategic management SWOT analysis. strategic planning vis-à-vis tactical planning. 3. Environmental Scanning and Internal Appraisal Analysis (a) Identification of external variables . functions and processes of strategic management in globally.

types and stages. Economic Cooperation and Partnership Agreements. integrating alliances into corporate strategy. International Trade and Treaties Concept and Theories of International Trade. Institutionalisation of international trade. pre-requisites of an effective MIS. implementation and management of strategic alliances. scope and limitation of internal control. SAPTA.. Internal Control Systems Meaning. establishment of World Trade Organisation. NAFTA etc. 7.criteria and challenges 6. approaches of MIS development. definition. . Indian joint ventures abroad Indian experiences. steps and techniques of internal control systems. 8. 10. Risk Management Meaning. classification. Foreign Investment Policy. restrictive clauses. Management Information Systems Concept. control and management of business risks. elements and structure. measuring the trade off between risk and return.Performance Evaluation . India s Free Trade. types of risks. kinds and negotiation of collaboration and joint ventures. cross cultural alliances. Economic Blocks and Trade Agreements such as ASEAN. objectives. Foreign Collaborations and Joint Ventures Industrial Policy. Enterprise Resource Planning (ERP). Part C : International Trade (40 marks) 11. Part B : Strategic Alliances (20 Marks) 9. objectives and significance. drafting of agreement. Nature and Scope Meaning. EU.

12. Anti-dumping. Regulatory Framework and procedure in India. Subsidies and Countervailing Duties WTO agreements on anti-dumping. 13. safeguard measures. Settlement of Disputes under WTO Rules. subsidies & countervailing duties. regulations and procedures relating to settlement of disputes under WTO. . PAPER 6 : ADVANCED TAX LAWS AND PRACTICE Level of knowledge : Expert knowledge Objectives : To provide (i) knowledge of framework of taxation system in India.

Law and Practice (30 marks) 1. etc. location of undertaking. Tax planning with regard to specific management decisions such as mergers and takeovers. tax holiday. computation of taxable income and assessment of tax liability considering special provisions relating to companies. reorganisation or restructuring of capital decisions. importance of Income Tax Act and Annual Finance Act and related Constitutional provisions. introduction of voluntary retirement. . 2. General Framework of Direct Taxation in India Different direct tax laws and their inter-relationship.(ii) knowledge of various concepts and their application relating to tax laws with a view to integrating the relevance of these laws with financial planning and management decisions. Tax planning with reference to setting up a new business. Detailed contents : Part A : Direct Taxation . locational aspects. Tax planning vis-à-vis important provisions of wealth-tax including court rulings and legislative amendments. Tax Planning Concept of tax planning. Companies under Income-tax Laws Classification and tax incidence. nature of business. harmonisation of tax regime. (iii) an overview of international taxation. Tax planning with respect to corporate reorganization. corporation tax as per Article 366. tax planning with reference to employees remuneration. tax planning with reference to financial management decisions such as borrowing or investment decisions. 3.

manufacture. collection and recovery of tax.4. Central Excise Laws Basis of chargeability of duties of central excise . set-off of duties concept. Tax Management Return and procedure for assessment. appeals and revisions. settlement of cases. Central Excise Bonds. seizure and investigation. including appearance before CEGAT by Company Secretary as authorised representative. Part B : Indirect Taxation Law And Practice (50 marks) 5. exemption. refunds. offences and prosecution. e-commerce transactions. Introduction Special features of indirect tax levies all pervasive nature. recovery and refunds of duties. assessment procedure. Duties payable by small scale units. 6. customs. 7. search. Clearance of excisable goods. classification and valuation of excisable goods.goods. recovery and refund of . central sales tax and VAT. customs duties specific issues and case studies. constitutional provisions authorizing the levy and collection of duties of central excise. Customs Laws Levy of and exemption from. liability in special cases. Adjudication. Appeal and Revision. contribution to Government revenues. Central Excise Concessions on exports. penalties imposable. special procedure for assessment of search cases. payment. offences and penalty. CENVAT. maintenance of accounts and records and filing of returns. assessment and payment duties. meaning and scheme. service tax.

Promissory Estoppel in Fiscal Laws principles and applicability with reference to indirect taxes. transfer pricing. application for advance ruling and procedure on receipt of application. Part C: International Taxation (20 marks) 10. Procedure for clearance of imported and exported goods. Tax Planning and Management . Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 45 November 2007 8. Subpart F Income and Operating Rules. drawback of duties. offences and prosecution provisions.customs duties.scope and management in customs. WTO. seizure and arrest. Tax planning and special provisions relating to certain incomes of nonresident . 11. applicability of advance ruling. international merger and acquisitions. Transportation and warehousing Confiscation of goods and conveyances and imposition of penalties. its power and procedure. anti dumping processing. the subpart F Regime : definition of CFC. Adjudication. impact of tax on GATT 94. unilateral relief and Double Tax Avoidance. tax havens. 9. with specific reference to important issues in the respective areas. Advance Ruling and Tax Planning Authority for advance rulings. source of income. search. Appeal and Revision. Basic Concepts of International Taxation Residency issues. Settlement of Cases.

13. general principles. cross border merger. indirect foreign tax credit (deemed paid system vs. current pooling system). Taxation of Outbound Transactions Foreign tax credit. provisions and tax implications thereof. Taxation of Inbound Transactions Taxation of passive investments. Controlled Foreign Corporations. Double taxation avoidance agreements. property taxation. capital gains & losses.corporate assessee. branch profit taxation. income taxation. PFIC s (Passive Foreign Investment Companies). 12. . acquisitions and transfers. foreign income exclusions.

Areas of Due Diligence _ Initial Public Offer (IPO). Objective : (i) To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporate activities.MODULE IV PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE MANAGEMENT Level of knowledge : Expert knowledge. objectives. Preferential Allotment . Rights issue. significance and scope of due diligence. Employees Stock Option Plans (ESOPs). steps in the process of due diligence. Due Diligence Nature. Follow-on Public Offer (FPO). (ii) To provide expert knowledge about the Corporate Compliance Management Detailed contents : 1.

mechanism for self-regulation. check-list under various corporate laws. 5. objectives and scope. warrants etc. periodicity and format for secretarial audit report. need and scope. 4. preparation of report. Secretarial Audit Need. systems approach to compliance management. advantages to company. share transfer audit. process. verification of documents relating to charges. scope. ._ Issue of debt (both long term & short term) such as debentures. bonds. 3. Search / Status Reports Importance. Securities Management and Compliances Meaning. compliance certificate. process of establishment of compliance management system. requirements of financial institutions and corporate lenders. Compliance Management Concept and significance. compliance in letter and spirit. regulator and investors. _ 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.

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Corporate communication. art and craft of investors relations. India. Corporate Social Responsibility and good corporate citizenship. effectiveness of Board. Evolution. shareholders activism. Detailed Contents : Part A: Corporate Governance (50 Marks) 1. Board structure. appraisal of Board performance. . An analysis of legislative framework of corporate governance in various countries such as UK. USA. legal compliance committee and Stakeholders relationship committee. 3. principles and development. 2. BUSINESS ETHICS AND SUSTAINABILITY Level of knowledge : Expert Knowledge Objective : To provide knowledge on global development and best practices in the corporate world. internal control system and risk management.issue and challenges. 4. 6. concept.PAPER 8 : GOVERNANCE. Various corporate governance forums . investor protection and changing role of Institutional Investors. transparency and disclosure. building responsive boards . 5. board committees and their functioning in particular audit committee. Management structure for corporate governance.Common Wealth .

leadership programmes and stakeholder engagement. business dilemma versus decision. Genesis. the dilemma resolution process. Legal framework. 14. nature. business benefits of corporate sustainability reporting. National Foundation for Corporate Governance (NFCG).frameworks and guidance. business ethics as a strategic management tool. meaning. characteristics of ethical dilemmas. 13. Part B : Business Ethics (30 Marks) 7. stakeholders protection. etc. 10. significance and scope of corporate sustainability. Concept of the stakeholders organization. 9. Introduction of New Syllabus of the Company Secretaryship Course . Ethical principles in business codes and innovations. Activity analysis. Genesis. Principle of Absolute Liability . trends and drivers. 11.Case studies. health and safety and social security issues. Challenges of business ethics and corporate leadership. organization perspectives.Association for Corporate Governance (CACG). Organization for Economic Cooperation Development (OECD). 16. 8. significance and scope. conventions and treaties on environmental. objectives. Part C: Corporate Sustainability (20 Marks) 12. Sustainability reporting . Contemporary developments. corporate sustainability management systems. 15. International Corporate Governance Network (ICGN).