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.