Time Management Tips For Financial Professionals

The world of finance has evolved into a highly competitive workplace. And although each professional is allocated 24 hours in any single day, as the saying goes, time is money; therefore, time management is a competitive advantage for any finance professional looking to become more productive and secure added quality time away from work. However, as any professional can attest, there are many distractions that can keep you at work longer than necessary. Read on to learn more about common time wasters and discover some time-management tips that will have you getting more work done in less time.

The Black Hole
There are various time-wasters that can suck down productivity. For instance, finance professionals are perpetually tempted to multitask. Suppose that you're an advisor, and between 8:30am and 10am on a Wednesday morning, you manage to accomplish the following:


 *   You work on a spreadsheet
 *   Then stop after being interrupted by two new messages in your inbox
 *   Then send off six emails in a row
 *   Then check a college friend's wedding pictures on Facebook
 *   Then accept a company social outing invitation via instant messenger
 *   Then field two unexpected calls from prospective clients
 *   Then - without securing deadlines on the next steps - hang up early as the director stops by your office to remind you that you are five minutes late for the staff meeting
Does this sound like a typical morning for you? If so, and particularly if you work in a cutthroat corporate environment, a private equity firm, or investment bank., you are probably in the lowest-performing tier as compared to your peers. Five or 10 years from now, no one will remember, care about or promote you for all the busywork that you accomplished. Would the world have cared if Thomas Jefferson finished a lot of paper-shuffling but never wrote the Declaration of Independence? The same is true in your job - your organization values necessary work and masterpieces, not busywork.

Planning: the Route to Productivity
Each Sunday afternoon, finish your week's "To Do" list, preferably on a Word or Excel document, as your Outlook calendar will eventually fill up as the week progresses (thus diminishing the value of your earlier planning). Highlight the items that are absolutely critical to your success at work and in your personal life. The ones not highlighted are probably things that you can delegate, delay, or avoid altogether.

In finance, critical deliverables include reports or research that needs to be accurate and  submitted before a deadline. Your organization is served better if you focus on improving the quality of these reports, as opposed to merely doing a decent job on them so you can free up time for non-key items (like answering low-priority emails or taking part in a long-winded meeting).

Similarly, 10 minutes before leaving work at the end of each weekday, finish listing the next day's action items and number them in order of importance and priority. Again, continually ask yourself all the things that you do not really need to do - the things that do not meet a certain productivity threshold. (For more on what it takes to manage your career, see Finding Your Place In The Financial Industry.)

Multitasking
Success in finance boils down to one's ability to always deliver on critical and immediate deliverables. What are the crucial information and data points your finance managers are relying on? What can you deliver in order to help your organization and/or your clients win? Does it involve the timely submission of an audit< report, accurate calculations of net present value on a proposed project, or ensuring that the formulas on Excel lead to proper aggregate totals?

At the end of the day, no one cares about all the emails that you exchanged, the social club meetings you attended, or the chronological filing of folders in your cabinet. Multitasking constantly prevents individuals from giving their best on the few critical deliverables their employers really expect from them.

Do the important, difficult, urgent and highest-value action items first. Success in finance can involve simplicity in methods on how you approach your tasks. This may seem brutally simple for the well read and uninitiated recent graduate, but do one thing at a time and do not stop until it has been completed. If your tasks relate to a long-term project, chop it up into shorter-term milestones and finish ahead of time. As Henry Ford said, "Nothing is particularly hard if you divide it into small jobs." Doing things from start to finish eliminates costly inefficiencies because you'll avoid having to constantly start over and recalibrate on different, unrelated items.

If you spend three hours each week on useless tasks, this adds up to 150 hours per year. Your finance associate a few cubicles from you, who is more efficient and puts in 150 hours more per year is likely to enjoy a few promotions and salary increases that others did not get. (Learn about the importance of not wasting an hour at Top 4 Most Competitive Financial Careers.)

Inbox
Your inbox is a major time waster. Approximately half of all email users check their personal mail sporadically during the workday, according to marketing company EmailLabs. If a majority of your emails are irrelevant to your immediate tasks at hand, then you are sporadically filling your day with garbage information. To avoid this:


 *   Set predetermined times for checking your email, and check your inbox no more than three or four times per day.
 *   Create an after-hours folder for e-mails that you should get to, but that aren't urgent. This folder is particularly helpful for you to get back to important requests that can wait for a few business days prior to getting a response from you.
 *   Send only the most critical emails during your workday. While it is important to be abreast of worthy updates within your group, a major chunk of your time can be wasted by inexperienced or less disciplined colleagues who flood your inbox with irrelevant messages. You can reduce these types of emails by not responding to those that aren't work-related.
 *   Empty your inbox before you leave work. You can accomplish this by creating project-related folders in which you can park emails related to specific problems. Keeping your inbox empty saves you time by eliminating non-core messages from your attention. If there are items that absolutely require attention within the next few hours or by the next day, then place them in an urgent folder.
Other Time-Saving Tips



 1.  Keep track of how much time you really waste.
Create a simple spreadsheet that allows you to enter the estimated time that you have wasted on trivial matters. Do this on a daily basis. As you develop and maintain this habit, you will be training yourself to recognize unimportant matters as you encounter them.

 2.  Only process paper documents once.
Once they are processed, you can file them, submit them or get rid of them.


 3.  Instant message your colleagues - but not too much.
Walking around your office or between departments can cost you a few hours per week - and we know how costly that is on an annualized basis. Unless it is an important or complicated matter, using instant messaging is often a more efficient way to quickly get answers to a variety of queries.


 4.  Know where everything is at any given time.
This includes both electronic and paper information. If you value your time, don't waste it searching for things.

 5.  Separate your tasks into four categories:

1. Urgent and Important
   Such as financial and accounting reports with strict and approaching deadlines
2.Not Urgent and Important
   Such as networking within your finance group, training classes, etc.
3. Urgent and Not Important
    Such as sporadic messages from your inbox and "sign up due dates" for club meetings
4. Not Urgent and Not Important
   Such as 10-minute conversations by the water jug, fantasy football, etc.

(Obviously, you should spend as much of your day as possible on category No.1.)


 1.  Delegate, delegate, delegate.
This is what will separate you from the pack as you move up in the organization. Handle tasks that only you can execute. As you hone your time-management skills, you will soon have direct reports assigned to you. As much as possible, assign out tasks that you do not need to handle yourself. You should only do the things that absolutely require your attention or expertise.
7. Don't Manage Out Your Personality
Finance professionals should possess time management skills, but they should also have rapport and goodwill with internal colleagues and the external community. Focusing exclusively on time can make you appear abrasive, which will put off a lot of people when they are around you, including in social and business development settings. If you're not careful, you'll go around thinking that you're the time management guru, but you'll be totally unaware of the "social idiot" stamp on your forehead.

Communication, leadership and business development skills are just as important as time management skills. As finance professionals move up in their careers, time management skills alone will no longer be sufficient in helping them to reach the next level (i.e., the executive level).

8. Parting Thoughts
If you value your life, then you value your time. Work life is a subcomponent of the larger picture of your life; the level of contribution and service that you can provide to others depends on your ability to make the most of the finite amount of time allocated to you. Remember: It is the important things that your employer expects you to deliver on that count. Your employer won't care about everything else, and neither should you.


Thanks,

Srinivasa Rao Kilaru
9966278111



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K S R
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Boss Vs Leader

"The boss drives people; the leader coaches them.

The boss depends on authority; the leader on goodwill.

The boss inspires fear; the leader inspires enthusiasm.

The boss says I; The leader says WE.

The boss fixes the blame for the breakdown; the leader fixes the breakdown.

The boss says, GO; the leader says Let's GO! "

– H. Gordon Selfridge

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Srinivasa Rao Kilaru
9966278111

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Buy Back of shares

The provisions regulating buy back of shares are contained in Section 77A, 77AA and 77B of the Companies Act,1956. These were inserted by the Companies (Amendment) Act,1999. The Securities and Exchange Board of India (SEBI) framed the SEBI(Buy Back of Securities) Regulations,1999 and the Department of Company Affairs framed the Private Limited Company and Unlisted Public company (Buy Back of Securities) rules,1999 pursuant to Section 77A(2)(f) and (g) respectively.

Objectives of Buy Back: Shares may be bought back by the company on account of one or more of the following reasons

i. To increase promoters holding
ii. Increase earning per share
iii. Rationalise the capital structure by writing off capital not represented by available assets.
iv. Support share value
v. To thwart takeover bid
vi. To pay surplus cash not required by business
Infact the best strategy to maintain the share price in a bear run is to buy back the shares from the open market at a premium over the prevailing market price.

Resources of Buy Back

A Company can purchase its own shares from
(i) free reserves; Where a company purchases its own shares out of free reserves, then a sum equal to the nominal value of the share so purchased shall be transferred to the capital redemption reserve and details of such transfer shall be disclosed in the balance-sheet or
(ii) securities premium account; or
(iii) proceeds of any shares or other specified securities. A Company cannot buyback its shares or other specified securities out of the proceeds of an earlier issue of the same kind of shares or specified securities.

Conditions of Buy Back

(a) The buy-back is authorised by the Articles of association of the Company;

(b) A special resolution has been passed in the general meeting of the company authorising the buy-back. In the case of a listed company, this approval is required by means of a postal ballot. Also, the shares for buy back should be free from lock in period/non transferability.The buy back can be made by a Board resolution If the quantity of buyback is or less than ten percent of the paid up capital and free reserves;

(c) The buy-back is of less than twenty-five per cent of the total paid-up capital and fee reserves of the company and that the buy-back of equity shares in any financial year shall not exceed twenty-five per cent of its total paid-up equity capital in that financial year;

(d) The ratio of the debt owed by the company is not more than twice the capital and its free reserves after such buy-back;

(e) There has been no default in any of the following
i. in repayment of deposit or interest payable thereon,
ii. redemption of debentures, or preference shares or
iii. payment of dividend, if declared, to all shareholders within the stipulated time of 30 days from the date of declaration of dividend or
iv. repayment of any term loan or interest payable thereon to any financial institution or bank;

(f) There has been no default in complying with the provisions of filing of Annual Return, Payment of Dividend, and form and contents of Annual Accounts;

(g) All the shares or other specified securities for buy-back are fully paid-up;

(h) The buy-back of the shares or other specified securities listed on any recognised stock exchange shall be in accordance with the regulations made by the Securities and Exchange Board of India in this behalf; and

(i) The buy-back in respect of shares or other specified securities of private and closely held companies is in accordance with the guidelines as may be prescribed.

Disclosures in the explanatory statement

The notice of the meeting at which special resolution is proposed to be passed shall be accompanied by an explanatory statement stating -
(a) a full and complete disclosure of all material facts;
(b) the necessity for the buy-back;
(c) the class of security intended to be purchased under the buy-back;
(d) the amount to be invested under the buy-back; and
(e) the time-limit for completion of buy-back

Sources from where the shares will be purchased

The securities can be bought back from
(a) existing security-holders on a proportionate basis;
Buyback of shares may be made by a tender offer through a letter of offer from the holders of shares of the company or
(b) the open market through
(i). book building process;
(ii) stock exchanges or
(c) odd lots, that is to say, where the lot of securities of a public company, whose shares are listed on a recognized stock exchange, is smaller than such marketable lot, as may be specified by the stock exchange; or
(d) purchasing the securities issued to employees of the company pursuant to a scheme of stock option or sweat equity.

Filing of Declaration of solvency

After the passing of resolution but before making buy-back, file with the Registrar and the Securities and Exchange Board of India a declaration of solvency in form 4A. The declaration must be verified by an affidavit to the effect that the Board has made a full inquiry into the affairs of the company as a result of which they have formed an opinion that it is capable of meeting its liabilities and will not be rendered insolvent within a period of one year of the date of declaration adopted by the Board, and signed by at least two directors of the company, one of whom shall be the managing director, if any:
No declaration of solvency shall be filed with the Securities and Exchange Board of India by a company whose shares are not listed on any recognized stock exchange.

Register of securities bought back

After completion of buyback, a company shall maintain a register of the securities/shares so bought and enter therein the following particulars
a. the consideration paid for the securities bought-back,
b. the date of cancellation of securities,
c. the date of extinguishing and physically destroying of securities and
d. such other particulars as may be prescribed
Where a company buys-back its own securities, it shall extinguish and physically destroy the securities so bought-back within seven days of the last date of completion of buy-back.

Issue of further shares after Buy back

Every buy-back shall be completed within twelve months from the date of passing the special resolution or Board resolution as the case may be.
A company which has bought back any security cannot make any issue of the same kind of securities in any manner whether by way of public issue, rights issue up to six months from the date of completion of buy back.

Filing of return with the Regulator

A Company shall, after the completion of the buy-back file with the Registrar and the Securities and Exchange Board of India, a return in form 4 C containing such particulars relating to the buy-back within thirty days of such completion.
No return shall be filed with the Securities and Exchange Board of India by an unlisted company.

Prohibition of Buy Back

A company shall not directly or indirectly purchase its own shares or other specified securities -
(a) through any subsidiary company including its own subsidiary companies; or
(b) through any investment company or group of investment companies; or

Procedure for buy back

a. Where a company proposes to buy back its shares, it shall, after passing of the special/Board resolution make a public announcement at least one English National Daily, one Hindi National daily and Regional Language Daily at the place where the registered office of the company is situated.
b. The public announcement shall specify a date, which shall be "specified date" for the purpose of determining the names of shareholders to whom the letter of offer has to be sent.
c. A public notice shall be given containing disclosures as specified in Schedule I of the SEBI regulations.
d. A draft letter of offer shall be filed with SEBI through a merchant Banker. The letter of offer shall then be dispatched to the members of the company.
e. A copy of the Board resolution authorising the buy back shall be filed with the SEBI and stock exchanges.
f. The date of opening of the offer shall not be earlier than seven days or later than 30 days after the specified date
g. The buy back offer shall remain open for a period of not less than 15 days and not more than 30 days.
h. A company opting for buy back through the public offer or tender offer shall open an escrow Account.

Penalty

If a company makes default in complying with the provisions the company or any officer of the company who is in default shall be punishable with imprisonment for a term which may extend to two years, or with fine which may extend to fifty thousand rupees, or with both. The offences are, of course compoundable under Section 621A of the Companies Act,1956.

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Srinivasa Rao Kilaru
9966278111

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TIPS TO IMPROVE YOUR MEMORY

TIPS TO IMPROVE YOUR MEMORY
1. Take tests - Why do we push things into memory. Because, we would like to recall it when the need arises. How do you know you will be able to recall when you need it? Simple, Take tests periodically and makes repeated attempts in recalling. Regular recall improves memory.
2. Take breaks - If you have 3.5 hours to read, break it into 4 parts: 45 minutes followed by a 5 to 10 minute break. Studies indicate that you can't concentrate for more than 45 minutes.
3. Sleep on it - What you review immediately before going to sleep is what your brain will most quickly and efficiently file away. So review just before sleep.
4. Relax -The Thinking Brain functions best when you are relaxed and free from stress.
5. Reading habits - Read out loud; don't bother if it disturbs others at home. Walk while you read; don't bother if it disturbs your others at home.
6. Draw charts. Write and rewrite key ideas and formula.
7. Use flash cards - Flash cards facilitate constant review and instantly help to check output. Rules, principles, formulae should all go into it.
8. Revision - You should revise shortly after the learning period. At first, say within 10 minutes after learning and then, again, within the next 24 hours. The reason: when you finish learning, the brain has not had enough time to organise and store everything. It needs a few minutes to store, organise and integrate the data. Studies show that 82% of what you learn today can be forgotten in 24 hours if you do not make a special effort to remember it.
9. Interest is the mother of attention and attention is the mother of memory.
10. The best way to remember is to repeat; and the best way to repeat is to "teach" some one else.
11. If exhaustion or drowsiness comes on frequently, take some phosphate tonic, preferably kali phos 6x or 12x prescribed by homoeopaths.














QUOTATIONS

 Sit like a rock and work like a clock.
 Count your life by friends not by years.
 Necessity is the mother of invention.
 There are many things of which a wise man may wish to be ignorant.
 Some books are to be tasted, others to be swallowed and few to be chewed and digested.
 Do good to your friend to keep him, to your enemy to gain him.
 The smallest good deed is better than the greatest intention.
 Respect your enemies for their good qualities.
 Kindness is a language which the dumb can speak and the deaf can hear.
 Do not think so much on others faults, that you forget your own faults.
 There is keen competition at the bottom but there is always vacancy at the top.
 Give to the world the best that you have and the best will come back to you.
 If you have 50 friends - It is not enough but If you have one enemy - It is too much.
 Winners make it happen and losers let it happen.
 Doubters do not win and Winners do not doubt.


Thanks,

Srinivasa Rao Kilaru
9966278111



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Lease utilization

Lease utilization is a financial ratio which measures how much the company uses leasing arrangements to acquire its fixed assets. The two types of leases are operating leases and capital leases. Correspondingly, there are two types of lease utilization ratios: Operating Lease Utilization and Capital Lease Utilization

Looking at the lease utilization is a good way to identify whether differences in the financial metrics of comparable firms may be due in part to differences in the way that assets are acquired. A capital lease affects the financial statements much in the same way that buying the asset on credit would. However, if a company makes heavy use of operating leases, then the assets are not reflected on the balance sheet. Therefore, due to the lower amount of assets, it may appear that the company is generating a higher return on assets. However, this could be merely an accounting phenomenon that occurs as a result of the alternative asset acquisition method.

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Straw Buyer

Straw Buyer

A person who makes a purchase on behalf of another person. A straw buyer is used when the real buyer cannot complete the transaction for some reason. It is not necessarily illegal to use a straw buyer, except where the transaction involves fraud or purchasing goods for someone who is legally barred from making the purchase themselves.

Straw buying is sometimes used in large purchases, such as buying homes and automobiles, where the real buyer has poor credit and is unable to obtain financing. The real buyer promises to make all the payments and may compensate the straw buyer for the use of his or her credit. Banks dislike the use of straw buyers because the arrangement increases the risk of default on the loan without the bank's prior knowledge of that risk. The activity is also risky for straw buyers, who may be held legally responsible for the debt they incurred on behalf of others.

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Srinivasa Rao Kilaru
9966278111

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Inspirational -Telugu and English

"I have learned this at least by my experiment: that if one advances confidently in the direction of his dreams, and endeavors to live the life which he has imagined, he will meet with a success unexpected in common hours."

Henry David Thoreau


<http://clicks.aweber.com/y/ct/?l=FPyBt&m=1lx3csBxskfFIz&b=inlnM2c6.sev.y4dwBYehg>










"I have learned this at least by my experiment: that if one advances confidently in the direction of his dreams, and endeavors to live the life which he has imagined, he will meet with a success unexpected in common hours."

Henry David Thoreau


<http://clicks.aweber.com/y/ct/?l=FPyBt&m=1lx3csBxskfFIz&b=inlnM2c6.sev.y4dwBYehg>






"I have learned this at least by my experiment: that if one advances confidently in the direction of his dreams, and endeavors to live the life which he has imagined, he will meet with a success unexpected in common hours."

Henry David Thoreau


<http://clicks.aweber.com/y/ct/?l=FPyBt&m=1lx3csBxskfFIz&b=inlnM2c6.sev.y4dwBYehg>






మానవ మస్తిష్కం........
అణుబాంబును తయారు చేయగలిగింది.
చందమామపై అడుగులేయించింది.
తలరాతలను మార్చగలిగింది.
ప్రాణాలను పోయగలిగింది.
ఎన్నో వింతలను సృష్టించగలిగింది....కానీ...

ఈ మానవ మస్తిష్కం....
తనలోని మూర్ఖత్వాన్ని అణగార్చలేకపోతోంది...
తనలోని కౄరత్వాన్ని జయించలేకపోతోంది....
తనలో విచక్షణను పెంచలేకపోతోంది...
సమైక్యతాభావాన్ని బ్రతికించలేకపోతోంది...
ఎందుచేత...??

ఈ మానవ మస్తిష్కానికి....
చరిత్రపుటల్లో గడిచి నిలిచిన వందల ఉద్యమాలు ఏం నేర్పనేలేదా?
శాంతిమార్గాన్ని బోధించిన గంధీమహాత్ముని బోధలసారం అర్ధమైందింతేనా?
సామాన్యమానవుడికి కలుగుతున్న నష్టాన్ని గమనించనేలేదా?
వృత్తుల్లో, పనుల్లో, జీవనాల్లో స్థంభించిపోయిన నిశ్శబ్దపు హాహాకారాలు వినబడవా?
ఎంతో చెమట నిండి ఉన్న, ఏ పాపం ఎరుగని అమాయకుల ఆస్తి నష్టం కనపడదా?
ఎందుచేత...??

అసలు సమస్యకు పరిష్కారం ఆత్మహత్యలు కాదని తెలియదా ఈ మానవ మష్తిష్కానికి?
భగవంతుడు ప్రసాదించిన అందమైన జీవితాన్ని అంతం చేసుకునే హక్కు మనకిలేదని తెలియదా?
చావే సమస్యలకు పరిష్కారమైతే ప్రపంచ జనాభా ఈపాటికి సగమై ఉండేదేమో కదా..?!
మానవ మష్తిష్కాంలో ఈ కల్లోలం...అస్థిమితం ఎందుచేత?
ఎందుచేత...??





Thanks,

Srinivasa Rao Kilaru
9966278111

Industrial Espionage

 

The theft of trade secrets by the removal, copying or recording of confidential or valuable information in a company for use by a competitor. Industrial espionage is conducted for commercial purposes rather than national security purposes (espionage), and should be differentiated from competitive intelligence, which is the legal gathering of information by examining corporate publications, websites, patent filings and the like, to determine a corporation's activities.

Stuffing means

The act of selling undesirable securities from the broker-dealer's account to client accounts. Stuffing allows broker-dealer firms to avoid taking losses on securities that are expected to decline in value. Instead, client accounts take the losses. Stuffing can also be used as a means to raise cash quickly when securities are relatively illiquid and difficult to sell in the market.

Happy Friendship's Day...

THappy Friendship Day angelsIt's good Do the stars sparkle when you open this?

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You're My friend,

my companion,through good times and my buddy through happy times.,beside me you stand, beside me you walk

you're there to listen,you're there to talk,with happiness,with smiles,with pain and tears,

I know you'll be there, through out the years

you are all good friends to me.

and I am grateful to you.

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[cid:image003.jpg@01CB320E.5099AA90]

Thanks

CS Professional programme

CS Professional programme
 Module-I
Company Secretarial Practice
Drafting, Appearances and pleadings
 Module-II
Financial , Treasury and Forex Management
Corporate Restructuring and Insolvency
 Module-III
Strategic Management, Alliances International Trade
Advance Tax Laws and Practice
 Module-IV
Due Diligence and Corporate Compliance Management
Governance, Business Ethics and Sustainability
Module-I
Paper 1: Company Secretarial Practice
Objective: To provide an in-depth understanding of the procedures under the
Companies Act, Rules and Regulations made there under including understanding of
international dimensions of company law.
Detailed contents:
1. E-governance (MCA – 21)
 Important Features of MCA-21 – CIN, DIN, DSC, CFC, SRN, etc; E-forms and online
filing and inspection of documents.
2. Company Formation and Conversion
 Choice of form of business entity, conversion/ re-conversion of one form of
business entity into another.
 Procedure for incorporation of private/public companies, companies limited by
guarantee and unlimited companies and their conversions/re-conversion/reregistration;
obtaining certificate of commencement of business; obtaining
certification of re-registration; commencement of new business and certification;
filing of agreements with managerial personnel;
 Formation of associations not for profit and nonprofit companies;
 Procedure relating to foreign companies carrying on business in India.
3. Alteration of Memorandum and Articles
 Procedure for alteration of various clauses of memorandum:
 Name clause,
 Situation of registered office clause,
 Objects clause,
 Capital clause and
 Liability clause;
 Procedure for alteration of articles; effect of alteration.
4. Issue and Allotment of Securities
 Procedure for public issue, rights issue and bonus shares;
 Procedure for issue of securities at par/premium/discount;
 Procedure for calls on shares;
 Issue of sweat equity shares, employees stock option scheme, shares with
differential voting rights;
 Issue and redemption of preference shares;
 Issue of shares on preferential basis/private placement
 Return of allotment and effect of irregular allotment; issue of certificates;
 Alteration of share capital; procedure for forfeiture of shares and reissue of
forfeited shares; Cancellation of shares: Surrender of shares;
 Conversion and re-conversion of shares into stock;
 Procedure for issue of debentures including creation of security and debenture
redemption reserve; drafting of debenture trust deed; conversion of and
redemption of debentures.
5. Membership and Transfer/Transmission
 Procedure for induction of members; nomination of shares; variation of
shareholder s’ rights; cessation of membership including dispute resolution.
 Transfer/transmission/transposition; dematerialization/re-materialization of
securities.
6. Directors and Managerial Personnel
 Procedure for appointment, reappointment, resignation, removal and varying
terms of appointment/ re-appointment of directors and managerial personnel.
 Procedure for payment of remuneration to directors and managerial personnel
and disclosures thereof; compensation for loss of office; waiver of recovery of
remuneration; directors and officers liability insurance.
 Procedure for making loans to directors, disclosure of interest by a director,
holding of office or place of profit by a director/relative, etc. of a director.
Company Secretary – Appointment, resignation and removal of Company Secretary;
role of the Company Secretary; functions and duties; relationship with chairman and
directors; secretary as advisor to the chairman and the board.
Company Secretary in Practice – Functions; procedure for appointment, resignation
and removal of company secretary in practice.
Auditors – Procedure for appointment/reappointment, resignation and removal of
statutory auditors and branch auditors; appointment of cost auditors; special auditors;
CAG audit.
7. Decision-making Forums and Meetings
 Collective decision making forums - authority, accountability, delegation and
responsibility.
 Board Meetings - Convening and management of Board and Committee
Meetings.
 General Meetings - convening and management of statutory meeting, annual and
extra-ordinary general meetings, class meetings; preparation of notices and
agenda papers.
 Procedure for passing of resolutions by postal ballot, conducting a poll and
adjournment of a meeting.
 Post-meeting formalities including preparation of minutes and dissemination of
information and decisions including filing thereof.
8. Preparation & Presentation of Reports
 Preparation of financial statements, auditors’ report, directors’ report and report
on corporate governance.
9. Distribution of Profit
 Procedure for ascertainment of divisible profits and declaration of dividend;
payment of dividend; claiming of unclaimed/unpaid dividend; transfer of
unpaid/unclaimed dividend to Investor Education and Protection Fund.
10. Charges
 Procedure for creation/modification/satisfaction of charges and registration
thereof; register of charges; inspection of charges.
11. Inter-corporate Loans, Investments, Guarantees and Security
 Procedure for making inter-corporate loans, investments, giving of guarantees
and providing of security.
12. Filling and Filing of Returns and Documents, etc.
Procedure for filling and filing of returns and documents:
(a) Annual filing, i.e., annual accounts, compliance certificate, annual return, etc.
(b) Event based filing.
13. Striking off Names of Companies – Law and Procedure.
14. Best Practices - Secretarial Standards
 Concept, scope and advantages; Secretarial Standards issued by the ICSI;
Compliance of secretarial standards for good governance.
15. Insider Trading-
 Concept and rationale behind prohibition of insider trading; SEBI’s Insider
Trading Regulations; major actions taken by SEBI so far; Role of Company
Secretary in compliance requirements.
16. Global Developments in Company Law-
 Contemporary developments, distinguishing and evolving features of company
law in other jurisdictions.
 PAPER 2 : DRAFTING, APPEARANCES AND PLEADINGS
Paper 2: Drafting, Appearances and Pleadings
Level of knowledge: Working knowledge.
Objective: To acquaint the students with fundamentals of drafting, pleadings and
advocacy techniques.
Detailed contents-
1. General Principles of Drafting
 General principles and rules of drafting of deeds and conveyance, basic
components of deeds, endorsement and supplemental deeds, aids to clarity and
accuracy, legal requirements and implications.
2. Drafting of Agreements
 Drafting of various Agreements including collaboration agreements, arbitration;
guarantees, counter guarantees; bank guarantee, hypothecation agreement,
outsourcing agreements, service agreements, leave and license, etc.
3. Drafting of Various Deeds
 Deed of sale of land, building, mortgage, license, lease, assignment, trust,
partnership, Power of Attorney, etc.
4. Drafting of Agreements under the Companies Act
 Pre incorporation contracts; Memorandum and Articles of Association and other
agreements.
5. Appearances and Pleadings
 Appearance before tribunals/quasi judicial bodies such as CLB, SAT, NCLT, CCI
TRAI, etc. and appellate authorities.
 Drafting of petitions/applications; drafting of written statement, counter
affidavit, reply and rejoinder.
 Drafting of Affidavit in evidence; arguments on preliminary submissions,
arguments on merits; legal pleadings and written submissions.
 Drafting and filing of Appeals, writ petitions, special leave petition, revision and
review applications, affidavits.
 Dress code, etiquettes and court craft.
6. Compounding of Offences
 Compounding of offences under the Companies Act, SEBI Act, FEMA etc.
Consent Orders.
Module-II
Paper 3: Financial, 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, analysis, control and decision making.
(i) To provide knowledge of derivatives, Forex and treasury management to enable
the candidates to tackle practical situation with ease.
Detailed contents-
1. Nature and Scope of Financial Management
 Nature, significance, objectives and scope of financial management; risk-return
and value of the firm; financial distress and insolvency; financial sector reforms
and their impact on financial management; functions of finance executive in an
organization; financial management– recent developments.
2. Capital Budgeting Decisions
 Planning and control of capital expenditure; capital budgeting process;
techniques of capital budgeting- discounted and non-discounted cash flow
methods, choice of methods; capital rationing; risk evaluation and sensitivity
analysis, simulation for risk evaluation; linear programming and capital
budgeting decisions.
3. Capital Structure Decisions
 Meaning and significance of capital structure; capital structure vis-à-vis financial
structure; capital structure planning and designing; optimal capital structure;
determinants of capital structure; capital structure and valuation - theoretical
analysis; EBIT – EPS analysis; cost of capital; factors affecting cost of capital,
measurement of cost of capital, weighted average cost of capital, marginal cost of
capital; risk and leverage; measures of leverage, leverage effects on shareholders
returns.
4. Sources of Finance
 Equity, non-voting preference shares; debentures and bonds; company deposits;
term loans from financial institutions and banks; international finance and
syndication of loans; euro-issues and external commercial borrowings; FCCB;
internal funds as a source of finance; dividend policy and retention of profits;
bonus shares; deferred payment arrangements; corporate taxation and its impact
on corporate financing; financing cost escalation.
5. Dividend Policy
 Introduction; types, determinants and constraints of dividend policy; different
dividend theories — Walter’s Model, Gordon’s Model and Modigliani-Miller
Hypothesis of dividend irrelevance; forms of dividend; dividend policy -
practical considerations and legal constraints; corporate dividend practices in
India; statutory framework.
6. Working Capital Management and Control
 Working capital - meaning, types, determinants; assessment of working capital
requirements - operating cycle concept and applications of quantitative
techniques; management of working capital - cash, receivables, inventories;
financing of working capital; banking norms and macro aspects of working
capital management.
7. Security Analysis and Portfolio Management
 Security analysis - fundamental approach, technical approach and efficient
capital market theory; portfolio management - meaning, objectives; portfolio
theory – traditional approach; modern approach -CAPM model.
8. Financial Services
 Meaning, significance and scope of financial services ; types of financial services
– merchant banking, leasing and hire purchase, venture capital, mutual funds,
factoring and forfeiting, securitization of debt, loan syndication, custodial and
corporate advisory services, credit rating.
9. Project Planning and Control
 Project Planning and preparation of project report; project appraisal under
normal, inflationary and deflationary conditions; project appraisal by financial
institutions – lending policies and appraisal norms by financial institutions and
banks; loan documentation and loan syndication, project review and control;
social cost and benefit analysis of project.
10. Derivatives and Commodity Exchanges
 Concept of derivatives; financial derivatives and commodity derivatives; types of
derivatives - forward contracts, futures contracts, options; participants in futures
and options market, Index based derivatives and security based derivatives;
derivatives and exposure management, currency forwards, currency futures,
currency options and currency swaps and interest rate risk management;
derivative markets in India; commodity exchanges in India.
11. Treasury Management
 Meaning, objectives, significance, functions and scope of treasury management;
relationship between treasury management and financial management; role and
responsibilities of chief finance executive; tools of treasury management; internal
treasury controls; environment for treasury management; role of information
technology in treasury management; liquidity management, regulation,
supervision and control of treasury operations, implications of treasury on
international banking.
12. Forex Management
 Nature, significance and scope of Forex management; foreign exchange market
and its structure; foreign exchange rates and its determination; exchange rate
quotes; types of exchange rates; Forex trading; currency futures and options;
foreign exchange risk exposures and their management; exchange rate
forecasting; risk in foreign exchange business.
13. Recent Developments in Financial, Treasury and Forex Management
14. Practical Problems and Case Studies.
Paper 4: Corporate Restructuring and Insolvency
Level of knowledge: Expert knowledge.
Objectives: To provide an in-depth understanding of all aspects of law and practical
issues relating to corporate restructuring and insolvency.
Detailed contents:
Part A: Corporate Restructuring (70 Marks)
1. Introduction
 Meaning of corporate restructuring, need, scope and modes of restructuring,
historical background, global scenario, national scenario.
2. Strategies
 Planning, formulation and execution of various corporate restructuring strategies
- mergers, acquisitions, takeovers, disinvestments and strategic alliances,
demergers and hiving off.
3. Mergers and Amalgamations
 Meaning and concept; legal, procedural, economic, accounting, taxation and
financial aspects of mergers and amalgamations including stamp duty and allied
matters; interest of small investors; merger aspects under competition law;
jurisdiction of courts; filing of various forms; Amalgamation of banking
companies and procedure related to Government companies; Cross border
mergers.
4. Takeovers
 Meaning and concept; types of takeovers; legal aspects - SEBI takeover
regulations; procedural, economic, financial, accounting and taxation aspects;
stamp duty and allied matters; payment of consideration; bail out takeovers and
takeover of sick units; takeover defenses; cross border takeovers.
5. Funding of Mergers and Takeovers
 Financial alternatives; merits and demerits; funding through various types of
financial instruments including equity and preference shares, options and
securities with differential rights, swaps, stock options; ECBs, funding through
financial institutions and banks; rehabilitation finance; management
buyouts/leveraged buyouts.
6. Valuation of Shares and Business
 Introduction; need and purpose; factors influencing valuation; methods of
valuation of shares; corporate and business valuation.
7. Corporate Demergers and Reverse Mergers
 Concept of demerger; modes of demerger - by agreement, under scheme of
arrangement; demerger and voluntary winding up; legal and procedural aspects;
tax aspects and reliefs; reverse mergers –procedural aspects and tax implications.
8. Post Merger Re-organization
 Factors in post merger reorganization: integration of businesses and operations,
financial accounting, taxation, post merger valuation, human and cultural
aspects; assessing accomplishment of post merger objectives; measuring post
merger efficiency.
9. Financial Restructuring
 Reduction of capital; reorganization of share capital Buy-back of shares – concept
and necessity; procedure for buy-back of shares by listed and unlisted
companies.
10. Legal Documentation.
11. Case Studies.
Part B – Corporate Insolvency (30 Marks)
12. Revival, Rehabilitation and Restructuring of Sick Companies
 Sick companies and their revival with special reference to the law and procedure
relating to sick companies.
13. Securitization and Debt Recovery
 Securitization Act :
Overview of the Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002; process; participants; Special Purpose
Vehicle (SPV), Asset Reconstruction Companies (ARCs), Qualified Institutional
Buyers (QIB).
 Debt Recovery Act :
Overview of the Recovery of Debts Due to Banks and Financial Institutions Act,
1993; Tribunal, Procedure; compromises and arrangements with banks and
creditors.
14. Winding up
Concept; modes of winding up; administrative machinery for winding up. Winding up
process and procedure; managing stakeholders and parties in liquidation; conducting
meetings of shareholders/creditors etc.; dealing with contracts; managing estate;
outsourcing responsibilities to professionals/service providers such as valuers, security
agencies, etc; best practices in performing liquidation/administrator functions;
accountability and liabilities; Role of liquidators and insolvency practitioners.
Consequences of winding up; winding up of unregistered companies; dissolution.
15. Cross Border Insolvency.
Module- III
Paper 5: Strategic Management , Alliances and International Trade
Level of Knowledge: Working Knowledge.
Objectives: To develop the basic understanding of the students about the concepts,
techniques and processes relating to strategic management, alliances as well as
International Trade and treaties including World Trade Organization.
Detailed contents:
Part A: Strategic Management (40 Marks)
1. Nature and Scope of Strategic Management
 Concept; role, functions and processes of strategic management in globally,
competitive and knowledge-based environment.
2. Environmental Scanning and Internal Appraisal Analysis
(a) Identification of external variables - economic, technological, legal, political,
socio-cultural and, global; industry appraisal analysis and forecasting; synthesis
of external factors;
(b) Internal scanning of the firm;
(c) Tools and techniques of strategic management –SWOT analysis, situational
analysis; Gap analysis, impact analysis, value chain analysis; business process reengineering.
3. Planning and Formulation
 Formulation of Corporate vision, mission, goals and objectives; developing
strategic alternatives, evaluations of alternatives, selection of best alternative;
strategic planning vis-à-vis tactical planning; Strategic models for optimal
decision–making.
4. Implementation and Control
 Strategy implementation; developing programs, budgets and procedures;
strategic control; managing strategic changes.
5. Review
 Performance Evaluation - criteria and challenges
6. Risk Management
 Meaning, objectives and significance; types of risks; measuring the trade off
between risk and return; control and management of business risks.
7. Management Information Systems
 Concept, elements and structure; approaches of MIS development; pre-requisites
of an effective MIS, Enterprise Resource Planning (ERP).
8. Internal Control Systems
 Meaning, definition, objectives, classification, scope and limitation of internal
control; steps and techniques of internal control systems.
Part B: Strategic Alliances (20 Marks)
9. Nature and Scope
 Meaning, types and stages; integrating alliances into corporate strategy; cross
cultural alliances; implementation and management of strategic alliances.
10. Foreign Collaborations and Joint Ventures
 Industrial Policy; Foreign Investment Policy; kinds and negotiation of
collaboration and joint ventures, drafting of agreement, restrictive clauses; Indian
joint ventures abroad – Indian experiences.
Part C: International Trade (40 marks)
11. International Trade and Treaties
 Concept and Theories of International Trade, Institutionalization of international
trade, establishment of World Trade Organization; Economic Blocks and Trade
Agreements such as ASEAN, EU, SAPTA, NAFTA etc.; India’s Free Trade,
Economic Cooperation and Partnership Agreements.
12. Anti-dumping, Subsidies and Countervailing Duties
 WTO agreements on anti-dumping; safeguard measures; subsidies &
countervailing duties; Regulatory Framework and procedure in India.
13. Settlement of Disputes under WTO
 Rules, 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.
(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.
(iii) An overview of international taxation.
Detailed contents:
Part A: Direct Taxation - Law and Practice (30 marks)
1. General Framework of Direct Taxation in India
 Different direct tax laws and their inter-relationship; importance of Income Tax
Act and Annual Finance Act and related Constitutional provisions;
harmonization of tax regime.
2. Companies under Income-tax Laws
 Classification and tax incidence; corporation tax as per Article 366; computation
of taxable income and assessment of tax liability considering special provisions
relating to companies.
3. Tax Planning
 Concept of tax planning; Tax planning with reference to setting up a new
business; locational aspects; nature of business; tax holiday, etc.
 Tax planning with regard to specific management decisions such as mergers and
takeovers; location of undertaking; introduction of voluntary retirement; tax
planning with reference to financial
 Management decisions such as borrowing or investment decisions;
reorganization or restructuring of capital decisions.
 Tax planning with respect to corporate reorganization; tax planning with
reference to employees’ remuneration.
 Tax planning vis-à-vis important provisions of wealth-tax including court rulings
and legislative amendments.
4. Tax Management
 Return and procedure for assessment; special procedure for assessment of search
cases, e-commerce transactions, liability in special cases; collection and recovery
of tax; refunds, appeals and revisions; penalties imposable, offences and
prosecution.
Part B: Indirect Taxation – Law And Practice (50 marks)
5. Introduction
 Special features of indirect tax levies—all pervasive nature, contribution to
Government revenues; constitutional provisions authorizing the levy and
collection of duties of central excise, customs, service tax, central sales tax and
VAT.
6. Central Excise Laws
 Basis of chargeability of duties of central excise - goods, manufacture,
classification and valuation of excisable goods, CENVAT; assessment procedure,
exemption, payment, recovery and refunds of duties.
 Clearance of excisable goods; Central Excise Bonds; maintenance of accounts and
records and filing of returns.
 Duties payable by small scale units. set-off of duties – concept, meaning and
scheme; Central Excise Concessions on exports; search, seizure and investigation;
offences and penalty.
 Adjudication, Appeal and Revision, including appearance before CEGAT by
Company Secretary as authorized representative; settlement of cases.
7. Customs Laws
 Levy of an exemption from, customs duties – specific issues and case studies;
assessment and payment duties; recovery and refund of customs duties.
 Procedure for clearance of imported and exported goods; drawback of duties.
 Transportation and warehousing
Confiscation of goods and conveyances and imposition of penalties; search,
seizure and arrest, offences and prosecution provisions. Adjudication, Appeal
and Revision; Settlement of Cases.
8. Promissory Estoppel in Fiscal Laws
 Principles and applicability with reference to indirect taxes.
9. Tax Planning and Management
 Scope and management in customs, with specific reference to important issues in
the respective areas.
Part C: International Taxation (20 marks)
10. Basic Concepts of International Taxation
 Residency issues; source of income; tax havens; unilateral relief and Double Tax
Avoidance; transfer pricing; international merger and acquisitions; impact of tax
on GATT 94, WTO, anti dumping processing; the subpart F Regime : definition
of CFC, Subpart F Income and Operating Rules.
11. Advance Ruling and Tax Planning
 Authority for advance rulings, its power and procedure; applicability of advance
ruling; application for advance ruling and procedure on receipt of application.
 Tax planning and special provisions relating to certain incomes of nonresident
corporate assessee.
 Double taxation avoidance agreements; general principles; provisions and tax
implications thereof.
12. Taxation of Inbound Transactions
 Taxation of passive investments; capital gains & losses; income taxation;
property taxation; branch profit taxation.
13. Taxation of Outbound Transactions
 Foreign tax credit; foreign income exclusions; indirect foreign tax credit (deemed
paid system vs. current pooling system); Controlled Foreign Corporations;
PFIC’s (Passive Foreign Investment Companies); cross border merger,
acquisitions and transfers.
Module-IV
Paper 7: Due Diligence and Corporate Compliance Management
Level of knowledge: Expert knowledge.
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. Due Diligence
 Nature, objectives, significance and scope of due diligence; steps in the process of
due diligence.
 Areas of Due Diligence
 Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights issue,
Employees Stock Option Plans (ESOPs), Preferential Allotment
 Issue of debt (both long term & short term) such as debentures, bonds,
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; systems approach to compliance management; process
of establishment of compliance management system; Compliance in letter and
spirit.
3. Secretarial Audit
 Need, objectives and scope; process; periodicity and format for secretarial audit
report; check-list under various corporate laws; share transfer audit; compliance
certificate.
4. Search / Status Reports
 Importance, scope; verification of documents relating to charges; requirements of
financial institutions and corporate lenders; preparation of report.
5. Securities Management and Compliances
 Meaning, need and scope; mechanism for self-regulation; advantages to
company, regulator and investors.
Paper 8 : Governance ,Business Ethics and Sustainability
Level of knowledge: Expert Knowledge
Objective: To provide knowledge on global development and best practices in the
corporate world.
Detailed Contents:
Part A: Corporate Governance (50 Marks)
1. Evolution, concept, principles and development.
2. Management structure for corporate governance; Board structure; building
responsive boards -
 Issue and challenges; effectiveness of Board, board committees and their
functioning in particular audit committee, legal compliance committee and
Stakeholders’ relationship committee; appraisal of Board performance,
transparency and disclosure; internal control system and risk management.
3. An analysis of legislative framework of corporate governance in various countries
Such as UK, USA, India. .
4. Corporate communication; art and craft of investors relations; shareholders activism,
investor protection and changing role of Institutional Investors.
5. Corporate Social Responsibility and good corporate citizenship.
6. Various corporate governance forums - Common Wealth Association for Corporate
Governance (CACG), Organization for Economic Cooperation Development (OECD),
International Corporate Governance Network (ICGN), National Foundation for
Corporate Governance (NFCG), etc.
Part B: Business Ethics (30 Marks)
7. Genesis, significance and scope; organization perspectives.
8. Ethical principles in business – codes and innovations.
9. Concept of the stakeholders’ organization.
10. Activity analysis, business dilemma versus decision, characteristics of ethical
dilemmas; the dilemma resolution process; business ethics as a strategic management
tool; stakeholders’ protection.
11. Challenges of business ethics and corporate leadership.
Part C: Corporate Sustainability (20 Marks)
12. Genesis, meaning, nature, objectives, significance and scope of corporate
sustainability.
13. Sustainability reporting - frameworks and guidance; trends and drivers; business
benefits of corporate sustainability reporting; leadership programmes and stakeholder
engagement; corporate sustainability management systems.
14. Legal framework; conventions and treaties on environmental, health and safety
and social security issues.
15. Principle of Absolute Liability - Case studies.
16. Contemporary developments.

Model Time Frame for Conducting Annual General Meeting

Model Time Frame for Conducting Annual General Meeting

Sr. No. Activity Completion Days

1. draft the following:
notice of AGM, postal ballot form,
resolutions

12 days before the
Board meeting

2. Obtain consent of Scrutinizer

12 days before the
Board meeting

3. Intimation of Board meeting to Stock
Exchanges at which it is proposed to
recommend dividend

7 days before the
Board meeting

4. Holding of Board meeting to do the
following and announce to the Stock
Exchange:
(a)notice ,date ,day, venue of AGM
(b)postal ballot form
(c)recommendation of dividend and
date of closure of register of
members
(d)appointment of Scrutinizer

85 days before the AGM

5. Filing of a copy of resolution alongwith
calendar of events to be forwarded to
the Registrar of Companies

Within 7days of the
Board meeting

6. Print notice ,postal ballot forms and
arrange for postage prepaid self
addressed envelopes (bearing the
name and address of the scrutinizer)

Day16 after the Board
meeting

7. Complete dispatch of notices

Day18 after the Board
meeting
8. An advertisement in newspapers giving
date of completion of dispatch of notice
and the last date for receipt of postal
ballot forms from the shareholders

Day 20 after the Board
meeting

9. Last date for receipt of postal ballot
forms

Day 34 after the of
dispatch of notices

10. Notice of Annual General Meeting

25 days before meeting

11. Deposit of instrument of proxy

Before 2 days of
meeting

12. Preparation of Scrutinizer’s report and
submission of report to the Chairman

Day 0

13. Holding of Annual General Meeting

Day 0

14. Declaration of result of postal ballot

Day 0

15. Declaration of dividend

Day 0

16. Appointment of auditor

Day 0

17. Appointment of directors in place of
directors those are retiring

Day 0

18. Depositing of amount of dividend
payable in special account and book
closure

Day5

19. Information to Stock Exchanges about
payment of dividend

Day 21 before the date
of payment of the
dividend

20. Intimation to auditor of his
appointment

Day7

21. Despatching of dividend
warrants/cheques/demand draft/

Day 30

22. Filing of required E-form 23, 32 and
others with Registrar of Companies and
filing of copy of the proceedings of
AGM to Stock Exchanges

Day30

23. Completion of recording of minutes of
AGM

Day 30

24. Filing of three copies of balance sheet,
profit and loss account with Registrar
of Companies

Day 30

25. Instruction to bank regarding change
of title of special account for dividend
to “unpaid dividend account of ….
Limited/Private Limited”

Day 37

26. Filing of annual return with Registrar
of Companies

Day 60

please note and enjoy reading

the MISSION of ICSI

"To continuously develop high caliber professionals ensuring good corporate governance and effective management and carry out proactive research and development activities for protection of interest of all stakeholders thus contributing to public good"

ICSI VISION

"To be a global leader in developement of professionals in specialising in corporate governance"