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Guidance to CS Professional Programme

Written By Admin on Monday, 17 March 2014 | Monday, March 17, 2014



Paper 1 : Advanced Company Law and Practice

This paper  intends to provide  an expert  knowledge  of the provisions of Company Law by developing an understanding of the  regulation of companies  and  to provide  thorough knowledge  of various  provisions of Company  Law to the students.

In this paper detailed provisions relating to incorporation and its  consequences, financial  structure, membership, depositories and transfer/transmission, management and control  of companies, dividend, investment, loans  and deposits, Board's report  and disclosures, compromise  and arrangement, majority rules and minority rights, investment and  borrowing, law relating to co-operatives, societies, producer companies, limited liability partnership, registers and  returns, inspection and  investigation, winding  up of companies  and trusts, an introduction of e-governance and emerging issues  and concepts  in Company Law, etc. have been  incorporated. For preparing this  paper  a thorough understanding of various provisions of the Companies Act is a must.

For updation, Students are advised to read 'Student Company Secretary', Chartered Secretary, Bare Act, recommended books and other publications on the subjects.

Paper 2 : Secretarial Audit Compliance Management  and Due Diligence

The prevailing business environment encompass economic, social, environmental, cultural,  governance facets,  that demands the entrepreneurs and professionals, to take right strategic decisions,  by analyzing each of the  said facets  in scientific manner. Due diligence and compliance management helps  in analyzing  these aspects  taking  into consideration the nature of business, type of industry  etc., and identifies  the potential issues, advantages and gaps that helps  in arriving  at a right  strategic decision.  Further the aspects  such as secretarial audit  and secretarial standards accentuate the  governance platform  and  compliance management. While this study lesson covers broader aspects of due  diligence,  secretarial standards, secretarial audit, compliance  management etc., the students are expected to take  the  following initiatives, to acquire  the  application oriented knowledge,  which  they  may use  it, during  their professional  career too.

1.   Reading secretarial standards from SSI to SS10.

2.   Be aware  of regulatory changes.

3.   Be aware  of nature of business, types  of industr y, technology etc., broadly. It requires reading of economic dailies on day-to-day basis.

4.   Understanding business environment in the  context  of strategic decisions.

5.   Understanding the environmental, cultural,  social issues in a business transaction, besides economic impact.

6.   Developing  application oriented linking  of regulatory provisions with the business that requires due diligence.

7.   Reading case studies on transactions that  requires due diligence. For example. Mergers, takeovers etc.

8.   For updation, Students are  advised  to read  'Student Company  Secretar y', Chartered Secretary, Bare Act, recommended books  and  other  publications on the subjects.

Paper 3 :  Corporate Restructuring, Valuation and Insolvency

The economic  roller-coaster necessitates the  business organizations to be prepared during  prosperity as well as recession. The businesses are required to devise strategies taking  into  consideration, the  changing expectations of stakeholders, increasing regulatory requirement, global competition and  the  speed  of change.  Some  business strategies work out well both during economic prosperity and recession  which includes  restructuring strategies such  as Mergers,  Acquisitions,  takeovers, demergers, revival, restructuring etc.,  This process  involves  lot of technical, cultural, taxation, legal, financial matters during the process of business transition through the said strategies. It includes valuation  of business, calculation  of swap ratio, drafting  of scheme  of arrangement, pre/post  diligence,  cultural integration, tax benefits  etc.

As the  subject  is tilted  towards  practical  aspects  of the business, the  specialization of these  subjects gives  more scope  for the  students not  only in terms  of passing  the examination, but also during their transition from students to members by getting a better start  in their  professional entry  It broadly requires the  student to take the  following initiatives.

1.   Be thorough with the provisions of Companies Act, 1956, relating to corporate restructuring Companies Court rules.

2.   Be clear about takeover process / Restructuring strategies and the disclosure  requirements.

3.   Understand the  concepts  and methods of valuation  of business.

4.   Update yourself relevant case laws under the Companies
Act, SICA to understand the Practical aspects.

5.   Understand the concepts of securitization, debt recovery etc. and the related  legal aspects.

6.   For updation, Students are  advised  to read  'Student Company  Secretary', Chartered Secretar y, Bare Act, recommended books  and  other  publications on the subjects.


Paper 4 :  Information Technology and System Audit

The paper Information Technology and System Audit is a new subject introduced at Professional Program. The objective of this  paper  is to create  the  working  understanding about information Technology Act, Information System, computer hardware and software,  data base management. Management Information system,  Internet and  related technology, Enterprise resource management, e governance and system  audit. While attempting this paper,  the student should keep following points into considerations

1.   Study the study material thoroughly. Standard text books as recommended by Institute may be purchased and referred wherever required.

2.   Refer the Computer Vocabulary given at the end of study module.

3.   Connect  the  theoretical concepts  with  the  practical aspects. For example,  the concepts  of LAN may be easily understood in the  office of a practising Company Secretary whereby  a trainee may be able to captuPfe his data from any computer in the officer. Mechanism of digital signature may be understood with the  practical  use of digital  signature. Similarly the  applicability  of other concepts  may be judged.

4.   Use the flow diagram  to get the better understanding of the subject.

5.   For updation, Students are  advised  to read  'Student Company  Secretar y', Chartered Secretary, Bare Act, recommended books  and  other  publications on the subjects.

Paper 5 :  Financial, Treasury and Forex Management

The paper 'Financial, Treasury  and Forex Management' has been  designed to provide  the  conceptual clarity about  the financial tools and techniques i.e financial planning, analysis, control  and decision  making. It provides  the  knowledge  of derivatives, forex and treasury management to enable  the students to tackle the  practical  situation with  ease.  The students appearing in this paper should keep following points into their consideration:

1.   Keep yourself updated by reading  standard text  books, study material economic dailies and financial magazines.

2.   Engage in adequate practice for scoring excellent marks.

3.   Learn  the  art  of applying  the  principles  of financial management to real business situations.

4.   Accessing the websites of SEBI, MCX, NCDEX, NSE and BSE etc. for the updated legislative changes.

5.   For updation, Students are  advised  to read  'Student Company  Secretary', Chartered Secretar y, Bare Act, recommended books  and  other  publications on the subjects.

Paper 6 :  Ethics, Governance and Sustainability

The paper "Ethics, Governance and Sustainability"  flows out of the  ICSI Mission to develop  high  caliber professionals facilitating good corporate governance. Company Secretaries are  seen  as  Chief Governance Officers  in  corporate. Accordingly, the paper has been devised to give deep insight about  the  governance function,  the  inherent relevance of ethics in corporate functioning and the issues and challenges of sustainability and  also non  financial  reporting. The students studying  'Ethics, Governance and Sustainability' should keep following points into consideration.

1.   Develop an understanding and appreciation of the ethical dimension  of corporate functioning.

2.   Understand the  evolution  of Corporate  Governance

3.   Understand the Corporate Governance norms applicable to different types of corporate and the underlying reason behind  the prescriptions.

4.   Learn about Corporate Governance prescriptions in other jurisdictions.

5.   Learn  about  the  relevance and  role  of the  various stakeholders of a corporate.

6.   Develop an understanding about the sustainability issues and how these  affecting an organization.

7.   Learn, how to prepare sustainability reports.

8.   For updation. Students are  advised  to read  'Student Company  Secretar y', Chartered Secretary, Bare Act, recommended books  and  other  publications on the subjects.


Paper 7 :  Advanced Tax Laws and Practice

The paper  "Advanced  Tax Laws and  Practice"  has  been devised  with a view to provide Expert Knowledge of Direct Tax laws i.e. Income Tax and Indirect  Tax Laws i.e. Central Excise,  Customs, Service  Tax and  VAT. Since,  expert knowledge  is required at  the  professional  programme covering all the aspects  of tax laws namely tax planning  in income tax and wealth  tax, indirect  taxes and international taxation therefore,  candidates are  required to  read thoroughly the whole subject. The students appearing in this paper shall also keep following points into consideration.

a.   Adopt practical approach  while study the subject as this paper has practical applicability.

b.  Try more and more practical problems.

c.   Try to understand the  subject  by interpreting the  bare acts.

d.  Keep a watch  on CBDT and CBEC Notification/circulars issued  time  to time.  Keep updated with the  budgetary changes.

e.   Keep updated about  the  Apex Court's,  High Court and Tribunal decisions.

f. Engage yourself in practical work like Registration under Central Excise Act, Service Tax, VAT; Electronic filing of Returns  under  various  direct  and indirect  tax laws; e- payment of tax liability, maintenance of records etc.

The subject Advance Tax laws and practice is a very practical and important subject  for the CS Course. This is a practice area for company secretaries as well. Standing Committee on Direct Taxes Code has suggested for inclusion  of Company Secretaries in the list of Accountant under  Income Tax Act. Keeping this in view, student shall prepare themselves for the forthcoming  opportunities.

Paper 8 :  Drafting, Appearances and Pleadings

The paper  Drafting,  Appearances and Pleadings  has been included  in the syllabus  with a view to equip the students with legal drafting  abilities,  legal framework  pertaining to appearances before various tribunals / quasi judicial bodies and the basic understanding of the principles  of pleadings. The course  contents have been  designed as to provide practical  orientation and  develop  necessary acumen  in drafting  legal documents.

A student while  preparing for this  paper  must  have knowledge  of substantive and procedural laws as well as judicial pronouncements. The paper warrants theK'students to master the  principles  and  applications of drafting  and pleadings, and  also to keep  themselves abreast of latest developments by regularly resorting to reading of at least one of the  leading  English Newspapers and additional  source materials concerning corporate world.

The students appearing in paper 'Drafting, Appearances and Pleadings' should keep following points for their consideration. They are as under:

1.   Answer  the  questions with  due  emphasis on  the provisions of law.

2.   Support  your answers and  conclusions  with  proper reasoning.

3.   Answers  should  be based  on judicial pronouncement/ relevant legal provisions.

4.   Thoroughly  cover  the  study  material to convince  the examiner effectively.

5.   For updation, Students are  advised  to read  'Student Company  Secretar y', Chartered Secretary, Bare Act, recommended books  and  other  publications on the subjects.

ELECTIVE PAPERS (Students are required to opt any one paper out of 5 elective  papers)

Paper 9.1 : Banking Law and Practice

Banking being a vast subject, its law has several dimensions. A treatment of the subject is needed which not only provide a distinction between theory and practice of the banking law but also treat  other facets of banking in a scientific manner. This paper  is designed to provide expert  knowledge  of law and  practices relating to banking.  This paper  covers  the overview  of Banking System,  Regulatory  framework  and Compliances,  Legal aspects  of banking  Operations, Law relating to banking,  Financial  Analysis  of Banks,  Risk Management in Banks, Ethics and corporate Governance in Banks etc. The students are advised  to read the RBI annual Reports,  Indian  Bank Association  Journal  and visit the RBI website  to update  their knowledge.

Paper 9.2 : Capital, Commodity and Money Market

Capital, Commodity  and Money market  are an important ' constituent of a financial system  and major contributories / toward  the  growth  of an economy.  This paper  will provide expert  knowledge  to the  students to acquire  specialized knowledge  in the  area  of Capital,  Commodity  and Money market. This  paper  covers  various  aspects  laws  and legislations on Financial Intermediaries Framework, Primary market, secondar y market, Economics  of commodity marketing, Commodities market operations and Introduction to money market etc. This area covered in this paper is subject to constant refinement through new primary  legislations, rules  and  regulations made  thereunder. It is therefore becomes  necessary for every student to constantly update himself with the various legislative changes made from time to time  by referring to the  Institute's journal  'Chartered Secretary'  as well as other  professional  journal  s and the website  of SEBI, MCX, NCDEX, NSE and BSE etc.

Paper 9.3 :  Insurance - Law and Practice

The  law  of insurance has  been  a  subject  matter of considerable public importance. The law and  practice  of insurance segments covers the principles  of risk insurance, laws relating to life insurance as well as general  insurance. This paper  is designed to provide expert  knowledge  on the law and practice relating to insurance. This paper covers the understanding and  general  risk,  general  principles  and concepts  of insurance. Life insurances -practices and procedures. Life insurance & pension  products , General Insurance & products , Ethics and Corporate Governance for Insurance Companies  etc.  For supplementing updated information the  students may refer  to the  IRDA website, economic dailies, Journals  etc.

Paper 9.4 :  Intellectual  Property Rights - Law and Practice

The importance of Intellectual property  in India  is well / established at  all levels-  statutor y, administrative and judicial. This paper is designed to give expert  knowledge  to acquire advance  knowledge  of law and practices relating to intellectual property. This paper covers various laws relating to Patents, Trademarks, Copyrights,  Industrial Designs, Geographical  indications. Protection  of Trade Secrets,  Key business concerns  in Commercializing  Intellectual Property Rights, management and valuation  of Intellectual property and  Recent  trends and  Development etc.  Students are advised to refer to the relevant Website, Bare Acts, Journals and student company secretary for academic  guidance.

Paper 9.5 :  International Business - Laws and Practices

There have been a number of economic reforms in India over/ a period  of time  since 1991  that  has dismantled the  trade barriers across  nations. These  reforms  includes  1991 economic  refor ms,  enactment of Foreign  Exchange Management  Act,  liberalized   foreign  trade   polic y, consolidated FDI policy etc., The current Indian economy is globally integrated over last two decades in terms of strategic alliances,  joint ventures and  foreign  collaborations. The emerging legislations like Companies bill 2012 also enables cross  border  trades to suit  the  international business environment. As the business gets integrated borderless, it expects  the  professionals like company  secretaries to be aware of the international business, regulatory aspects  and procedural aspects relating to international business. Indeed, being  aware  of international business would  help  the students in strategic as well as day to day affairs of their professional  career.  They are expected to be aware of

1.   Foreign Trade Policy

2.   Consolidated FDI policy

3.   Provisions  of  FEMA  as  to  international  business 
Institutional environment for international business

5.   Logistics issues in international trade

6.   Anti-dumping / countervailing duties

7.   Global trade and types of regional economic integration , Trading blocks etc.

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