Costing - IAS Mains Commerce Notes - Ch-2 JOB COSTING

Costing - IAS  Mains Commerce Notes

Ch-2

JOB COSTING

CHAPTER NOTES - 

Costing - IAS Mains Commerce Notes - Ch-1 NATURE & FUNCTIONS OF COST ACCOUNTING

Costing - IAS  Mains Commerce Notes

Ch-1

NATURE & FUNCTIONS OF COST ACCOUNTING

Introduction of New Syllabus Foundation Programme Examinations

Introduction of New Syllabus Foundation Programme Examinations from June 2018 Session

The Foundation Programme being the entry level to the Company Secretaryship Course and gateway to the profession of Company Secretaries, the Syllabus Review Committee based on the feedback received from various stakeholders has completed the formulation of detailed contents of the Foundation Programme.

Salient Features and Requirements

The salient features of the new syllabus for the same is summarized below :-

1. Effective date for New Syllabus

• The new syllabus of Foundation Programme will be effective from 1st April 2017.
• There are four subjects under the new syllabus viz.

PAPER 1: BUSINESS ENVIRONMENT AND LAW

PAPER 2: BUSINESS MANAGEMENT, ETHICS & ENTREPRENEURSHIP

PAPER 3: BUSINESS ECONOMICS

PAPER 4: FUNDAMENTALS OF ACCOUNTING AND AUDITING

2. First Examination

First examination under this new syllabus will be held from June 2018 session of CS examinations.

3. Switchover to new syllabus

The automatic switchover of all such Old Syllabus students has been affected in the system and no exemptions will be effected for any subject. This means that if any student has scored 60% above marks in any of the examinations, no exemption will be provided, as the same has been stand cancelled by the notification by ICSI. The details of the notification can be found on the following link - http://icsi.examresults.net/files/feb_2018/icsi_ss.pdf

• The mode of examination will be Computer based MCQs.

• The students under Syllabus (2012) compulsorily switched over to Syllabus (2017) would be provided with Study Material free of cost for Foundation Programme under Syllabus (2017) in their respective subjects.

For any general clarification/ information on the matter, students may please contact at switchover@icsi.edu or at Phone number 0120-6204999, 3314111

CS PROFESSIONAL | NEW SYLLABUS 2017

The Institute of Company Secretaries of India (ICSI) has designed the proposed curriculum for the CS Professional Programme Course. The revision of ICSI syllabus is a continuous process towards capacity building, knowledge enhancement and skills development of Company Secretary students.
The CS executive students shall gain optimum output from the revised syllabus which incorporated regulatory and structural changes in last few years. The underlying Guiding Principles in formulation of syllabus are as under:

(a) To develop competence, professional skills and acumen to groom Company Secretaries as Governance, Risk and Compliance (GRC) professionals.

(b) To focus on core areas, ancillary to the Core and specialized areas of expertise, which requires integrated applications of core and ancillary areas.

(c) To develop attributes, skill sets and competency required for performance of role by a Company Secretary to cater to the needs of various types of industry.

(d) To facilitate employability of new members and groom their skills and confidence to enable them to venture into Practice on their own.

(e) To develop skills and competence of executive programme passed students to act as Secretarial Executive in companies or in professional and consultancy firms.

CS PROFESSIONAL SCHEME OF PAPERS

Module – 1

9. Governance, Risk Management, Compliance and Ethics
10. Advanced Tax Laws
11. Drafting, Appearances and Pleadings
12. Secretarial Audit, Compliance Management and Due Diligence

Module – 2

13. Corporate Restructuring, Insolvency & Winding up
14. Corporate Funding & Listing
15. Corporate Disputes, Non- Compliances & Remedies
16. Multidisciplinary Case Studies

CS Professional Programme New Syllabus 2017

Module 1

Paper 9: Governance, Risk Management, Compliance and Ethics

Part A: Governance (50 Marks)

Part B: Risk Management (20 Marks)

Part C: Compliance (20 Marks)

Part D: Ethics & Sustainability (10 Marks)

Paper 10: Advanced Tax Laws

Part A: GST & Customs Laws (70 marks)

Part B: Direct Tax and International Taxation (30 Marks)

Paper 11: Drafting, Appearances and Pleadings

• Drafting and Pleadings
• Appearing before NCLT/ NCLAT/ SAT/ CCI/ ROC/ RD/ RBI/ Stock Exchange/ SEBI/ RERA and other Tribunals/ Authorities
• Art of Advocacy

Paper 12: Secretarial Audit, Compliance Management and Due Diligence

Part A: Secretarial Audit & other audits (50 marks)

Part B: Compliance Management (30 Marks)

Part C: Due Diligence (20 Marks)

Module 2

Paper 13: Corporate Restructuring, Insolvency, Liquidation & Winding up

Part A: Corporate Restructuring (50 Marks)

Part B: Insolvency, Liquidation & Winding up (50 Marks)

Paper 14: Corporate Funding & Listing

Part A: Corporate Funding (60 Marks)

Part B: Listing- National and International (40 Marks)

Paper 15: Corporate Disputes, Non– Compliances & Remedies
Oppression & mismanagement, frauds, Class Action Suits, Inquiries, Inspection & Investigation, Compounding/ Consents/ Adjudication under various Corporate & allied laws, Arbitration, Mediation and Conciliation, Prevention of Money Laundering
Paper 16: Multidisciplinary Case Studies
Comprehensive and integrated application of knowledge involving multiple areas

CS PROFESSIONAL 

PAPER 9 - Syllabus 2017

Module-1

Paper 9: Governance, Risk Management, Compliance and Ethics

Objective:
To provide knowledge of best principles in Governance & Ethics, Sustainability aspects in business and insight into Risk Compliance Management Systems.
Part A: Governance (50 Marks)

1. Conceptual Framework of Corporate Governance

• Corporate Governance in Indian Ethos
• Corporate Governance – International Scenario

2. Legislative Framework of Corporate Governance in India

• Companies Act
• LODR
• PSUs
• Banks
• Insurance Companies

3. Board Effectiveness

• Composition and Structures
• Diversity in Board Room, Women Director
• Selection and Appointment Process
• Independent Directors and their Effectiveness

4. Board Processes through Secretarial Standards
5. Board Committees

• Composition & Terms of Reference
• Roles and Responsibilities

6. Corporate Policies & Disclosures
7. Directors’ Training and Development
8. Performance Evaluation
9. Related Party Transactions
10. Corporate Governance and Shareholders’ Rights
11. Corporate Governance and other Stakeholders

• Employees
• Customers
• Lenders
• Vendors
• Government
• Society, etc.

12. Corporate Governance Forums
13. Family Enterprise and Corporate Governance
14. Dealing with Investor Associations, Proxy Services Firms and Institutional Investors

Case Laws, Case Studies & Practical Aspects

Part B: Risk Management (20 Marks)

• Risk Identification
• Risk Analysis
• Risk Measurement
• Risk Mitigation
• Clarification and Investigation
• Risk Audit
• Risk Related Disclosures

Case Studies & Practical Aspects

Part C: Compliance (20 Marks)

16. Compliance Management

• Techniques of Risk Management and Significance of Compliance

17. Devising proper systems to ensure compliance
18. Ensuring adequacy and effectiveness of compliance system
19. Internal Compliance Reporting Mechanisms
20. Use of technology for Compliance Management
21. Internal Control

• Nature, Scope and Elements, Techniques of Internal Control System, Steps for Internal Control

22. Integrated Reporting

• Non-financial Reporting
• Corporate Sustainability Reporting
• Board Reporting
• Annual Report
• Other Reports under LODR, PIT, SAST

Case Studies & Practical Aspects

Part D: Ethics & Sustainability (10 Marks)

23. Ethics & Business

• Organisation Structure and Ethics
• Addressing Ethical Dilemmas
• Code of Ethics

24. Sustainability

• Corporate Sustainability Reporting Framework
• Legal Framework, Conventions, Treaties on Environmental and Social Aspects
• Triple Bottom Line
• Principle of Absolute Liability – Case Studies
• Contemporary Developments

25. Models / Approaches to measure Business Sustainability

• Altman Z-Score Model
• Risk Adjusted Return on Capital
• Economic Value Added (EVA)
• Market Value Added (MVA)
• Sustainable Value Added Approach

26. Laws related to Anti- bribery

Case Studies & Practical Aspects

CS PROFESSIONAL 

PAPER 10 -  Syllabus 2017

Module 1

Paper 10: Advanced Tax Laws

Objectives:
To acquire advanced expert knowledge on practical application on Customs and GST Laws and working knowledge on practical application of Corporate taxation including International Tax.

Part A: GST and Customs Laws (70 Marks)

Goods and Service Tax ‘GST’

1. An Overview on Goods and Services Tax ‘GST’

• Introduction
• Constitutional Aspects & Administration
• Taxable Event & Concept of supply
• Levy and collection of CGST and IGST
• Composition scheme & Reverse Charge

2. Time, Value & Place of Taxable Supply

• Time, Place and Value of Taxable Supply
• Job work provisions

3. Input Tax Credit & Computation of GST Liability

• Input tax credit
• Computation of GST liability

4. Procedural Compliance under GST

• Registration
• Tax Invoice, Debit & Credit Note, Account and Record, Electronic way Bill, electronic commerce,
• Payment of Tax, Returns & Refund, E-Commerce
• Audit
• Anti Profiteering
• Assessment

5. Demand and Recovery, Offences and Penalties, Advance Ruling, Appeals and Revision

• Advance Ruling
• Demand and Recovery
• Offence and Penalties
• Appeals and Revision

6. Integrated Goods and Service Tax (IGST)
7. Union Territory Goods and Service tax (UTGST)
8. GST States to Compensation Act
9. Industry Specific Analysis

Customs Law

10. Basic Concepts of Customs Law

• Introduction
• Levy and collection of customs duties
• Taxable Events
• Custom duties

11. Valuation & Assessment of Imported and Export Goods & Procedural Aspects

• Classification and Valuation of Import and Export Goods
• Assessment
• Abatement and Remission of Duty
• Exemptions
• Refund and recovery

12. Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback, Baggage and Miscellaneous Provisions

• Arrival and departure of goods
• Clearance of Import and Export Goods & Goods in Transit
• Transportation and Warehousing provisions
• Duty Drawback provisions, Baggage Rules & provision related to prohibited goods, notified goods, specified goods, illegal importation / exportation of goods

13. Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties

• Advance Ruling
• Appeal and Revision
• Offences and Penalties
• Prosecution
• Settlement of Cases

14. Foreign Trade Policy (FTP) to the extent relevant to Indirect tax

• Export promotion scheme under FTP
• Salient features, administration & Other miscellaneous provisions

Case Laws, Case Studies & Practical Aspects

Part B: Direct Tax & International Taxation (30 Marks)

15. Corporate Tax Planning & Tax Management

• Tax Planning, Tax Management and Tax Evasion
• Areas of Corporate Tax Planning
• Tax Planning Management Cell

16. Taxation of Companies and Non-resident

• Tax incidence on Companies including foreign company
• Provision governing Minimum Alternate Tax ‘MAT’
• Dividend Distribution Tax
• Taxation of Non-resident Entities

17. Basics of International Taxation
    1. Double Taxation Avoidance Agreement ‘DTAA’
       • Concept of International Taxation
       • Brief overview and various Articles of DTAA
       • Permanent Establishment (PE)
       • Business Connection (BE)
       • Basics of Base Erosion and Profit Shifting (BEPS)
    2. Transfer Pricing
       • Introduction & Concept of Arm’s Length Price
       • International and Specified Domestic Transaction
       • Transfer Pricing Methods
       • Advance Pricing Agreement & Roll Back Provision
       • Documentation and Return
    3. General Anti Avoidance Rules ‘GAAR’
       • Basic concept of GAAR
       • Impermissible avoidance arrangement
       • Arrangement to lack commercial substance
       • Application of GAAR Rule
       • GAAR v/s SAAR
    4. Place of Effective Management (POEM)
       • Concept of POEM
       • Guidelines of determining POEM
    5. Advance Ruling overview and objective

Case Laws, Case Studies & Practical Aspects

CS PROFESSIONAL 

PAPER 11 - Syllabus 2017

Module 1

Paper 11: Drafting, Appearances and Pleadings

Objective:
To provide expert knowledge of drafting, documentation and advocacy techniques.

1. Judicial & Administrative framework

• Procedure
• Jurisdiction and Review
• Revisions
• Reference
• Appellate forum

2. General Principles of Drafting and relevant Substantive Rules

• Drafting: Concept, General Principles and relevant substantive rules thereof
• Basic Components of Deeds, Endorsements and Supplemental Deeds Aids to Clarity and Accuracy, Legal Requirements and Implications
• NCLT Rules and other guiding principles for drafting.

3. Drafting and Conveyancing relating to Various Deeds and Agreements;

• Conveyancing in General, Object of Conveyancing
• Drafting of various Agreements including Joint Venture and Foreign Collaboration Agreement, Guarantees, Counter Guarantees, Bank Guarantees, Outsourcing Agreements, Service Agreements, E-Contracts, Legal Licence, IPR Agreements
• General and Special Power of Attorney
• Drafting of Pre-incorporation Contracts, Shareholders Agreements and Other Agreements under the Companies Act, 2013
• Drafting of Memorandum of Association and Articles of Associations
• Drafting of Provisions for Entrenchment of Specified Provision of Articles

4. Pleadings

• Pleadings in General; Object of Pleadings; Fundamental Rules of Pleadings
• Civil: Plaint Structure; Description of Parties; Written Statements, Interlocutory Applications, Original Petition, Affidavit, Execution Petition and Memorandum of Appeal and Revision, Petition under Article 226 and 32 Constitution of India, Special Leave Petition
• Criminal: Complaints, Criminal Miscellaneous Petition, Bail Application and Memorandum of Appeal and Revision
• Drafting of Affidavit in Evidence; Arguments on Preliminary Submissions; Arguments on Merits; Legal Pleadings and Written Submissions, Application, Petitions, Revision Petitions, Notice of Motion, Appeal, Review, Suits, Undertakings, Indemnity Bonds, Writs, Legal Notices

5. Secretarial Practices & Drafting:

• Principles relating to Drafting of various resolutions.
• Drafting of notices &Explanatory Statements
• Preparation of Agenda for meetings
• Drafting and recording of minutes

6. Art of Writing Opinions

• Understanding facts of the case
• Application of relevant Legal Provisions to the facts
• Research on relevant case Laws
• Concussion and Opinion

7. Appearances & Art of Advocacy

• Requisites for entering appearances.
• Appearing before Tribunals/Quasi-judicial Bodies such as NCLT/ NCLAT/ / CCI/ TRAI/ Tax Authorities and Appellate Tribunals/ ROC/ RD/ RBI/ ED/Stock Exchange/ SEBI/ RERA
• Art of advocacy

Case Laws, Case Studies & Practical Aspects

CS PROFESSIONAL PAPER 12 Syllabus 2017

Module 1

Paper 12: Secretarial Audit, Compliance Management and Due Diligence

Objectives:

Part A (Secretarial Audit): To acquire knowledge about the Purpose, Process and preparation of Secretarial Audit Report

Part B (Compliance Management): To acquire thorough understanding of Internal Control & Compliance Management.

Part C (Due Diligence): To acquire understanding of the due diligence of various business transactions

Part A: Secretarial Audit & other audits (50 Marks)

Secretarial Audit:

1. Overview & Introduction

• Need & Objective of Audit
• Type of Audits
• Powers & Duties of Auditors
• Applicability of various Audit
• Appointment of Auditors
• Compliance Audit and Efficiency Audit

2. Auditing Principles

• General principles of Auditing
• Audit Planning
• Audit Risk
• Professional Judgment and professional Skepticism
• Concept of Materiality

3. Audit Techniques

• Examination & Its process
• Enquiry
• Confirmation
• Sampling
• Compliance Test of Internal Control System
• Substantive Checking
• Dependence on other Expert
• Analytical Review

4. Scope of Secretarial Audit & Structure

• Corporate Laws
• Securities Contract Regulations Act, 1956
• FEMA Regulations
• SEBI Laws and Regulations
• Industry Specific Laws
• Board Process
• Adequacy of System and Processes
• Labour Laws, Industrial Laws & Other Laws
• Reporting of Major events.

5. Preparedness & Process – Company Prospective

• Appointment of Auditors
• Pre-audit Preparations
• Conduct of Audit
• Audit Finding & Remedial Measures

6. Preparedness & Process – Secretarial Auditors Prospective

• Audit Engagement and related Auditing Standards (CSAS-1)
• Communication of Previous Auditor
• Planning and designing of audit & CSAS – 2
• Surveys & Risk assessment
• Responses to assessed risks
• Audit evidence

7. Secretarial Audit Evaluation and Reporting

• Analysis of Information, documents & Audit findings
• Evaluating audit evidence and forming conclusions
• Management Representation Letter
• Discussion, Drafting of Report & Forming of Opinion& provisions of Auditing Standards on forming of Opinion (CSAS -3)
• Auditing Standards on Secretarial Audit (CSAS -4)
• Reporting of Fraud by Auditor
• Professional Responsibilities and Penalties.

8. Internal Audit & Performance Audit

• Objective & Scope
• Audit Techniques
• Review of Purchase Operations
• Review of Efficacy of MIS
• Review of Policies and Programmes
• Review of Manufacturing Operations
• Review of Personnel Policies
• Appraisal of Management Decisions.
• Audit Recommendations

9. Audit under Securities Laws

• Corporate Governance Audit
• Takeover Audit
• Insider Trading Audit

10. Labour Law Audit
11. Cyber Audit
12. Environmental Audit
13. Forensic Audit

Case Studies & Practical Aspects

Part B: Compliance Management (30 Marks)

14. Compliances – Company wise

• Company Specific – Public, Private, Listed, Government
• Compliance for Small Companies
• Industry Specific Compliance
• Compliance of Local Authorities
• Compliances for Government

15. Compliance – Segment wise

• Services Sector
• Manufacturing
• Trading
• E-Commerce
• Mines

16. Internal Control

• Organisational Status of Internal Auditing Function
• Internal Audit vis-à-vis Statutory Audit
• Steps for Audit Evaluation
• Audit Testing
• Inter-Firm and Intra-Firm Comparisons
• Ratio and Trend Analysis

17. Search and Status Report

• Type of Searches
• Purpose and Objective of Search Reports
• Search under Companies Act, IPR Laws, Property Title Search
• National & International

18. Signing and Certification

• Nature & Significance
• Type of Certification(s) by Company Secretary in practice
• Pre-certification of Forms
• Signing & certification of Annual Return
• Obligation and Penal provision

Part C: Due Diligence (20 Marks)

19. Due Diligence – An Overview

• Introduction
• Nature, Need and Significance
• Objectives
• Types of Various Due Diligence
• Non-Disclosure Agreement

20. Techniques of Due Diligence & Risk Assessment Due Diligence

• Preliminary Checklist Development of Specific Checklist
• Industry Trend Analysis
• Preparation for Due Diligence
• Process of Due Diligence
• Data Room in Due Diligence
• Factors to be kept in mind while conducting Due Diligence

21. Due Diligence & Reporting

• Due Diligence of all types including for Merger, Amalgamation, Slump Sale, Takeover, IPO & issue of securities, Depository Receipts
• Compliance of specific transactions

22. RBI Due Diligence Report

Case Laws, Case Studies & Practical Aspects

CS PROFESSIONAL PAPER 13 Syllabus 2017

Module-2

Paper 13: Corporate Restructuring, Insolvency, Liquidations& Winding-up

Objective:
To provide expert knowledge of legal, procedural and practical aspects of Corporate Restructuring, Insolvency, Liquidation & Winding-up.

Part A: Corporate Restructuring (50 Marks)

1. Types of Corporate Restructuring

• Merger, Amalgamation, Slump Sale
• Demerger, Disinvestment
• Joint Venture, Strategic Alliance
• Financial Restructuring (Buy-back, Alteration & Reduction)

2. Acquisition of Company/ Business

• Acquisition
• Takeover under SAST Regulations
• Cross Borders Takeovers – Procedure

3. Planning & Strategy

• Case Studies pertaining to Merger, Amalgamation, Restructuring
• Studies of Judicial pronouncements

4. Procedural Aspect of Merger/Amalgamation

• Procedural activities under Companies Act, 2013,
• SEBI Regulations
• Approvals in scheme of Amalgamation

5. Documentation-Merger, Amalgamation

• Drafting of Scheme
• Drafting of Notice and Explanatory Statement
• Drafting of application & Petition

6. Accounting in Corporate Restructuring – Concept and Accounting Treatment

• Methods Accounting for Amalgamations, AS-14/ Ind AS 103
• Treatment of Reserves, Goodwill
• Pre- Acquisition & Post-Acquisition Profit
• Accounting in Books of Transferor and Transferee; Merger and De-Merger
• Acquisition of Business and Internal Reconstruction

7. Taxation & Stamp Duty aspects of Corporate Restructuring

• Capital Gain
• Set-off and carry forward under section 2(14) of Income Tax Act.
• Deemed Dividend
• Payment of Stamp Duty on Scheme
• Payment of Stamp duty on movable and immovable properties

8. Valuation of Business and Assets for Corporate Restructuring

• Type of Valuations
• Valuation Principles & Techniques for Merger, Amalgamation, Slump Sale, Demerger
• Principles & Techniques of Reporting

9. Regulatory approvals of scheme from CCI, Income Tax, Stock Exchange, SEBI, RBI, etc.
10. Appearance before NCLT / NCLAT
11. Legal: Small Companies, Holding Companies, Listed Companies, Unlisted Companies
12. Fast Track Mergers
13. Cross Border Mergers

Case Laws/ Case Studies/ Practical aspects

Part B: Insolvency, Liquidation & Winding-Up (50 Marks)

14. Insolvency

• Historical Background
• Pillars of IBC, 2016 [IBBI, IPA, IP, AA, Information Utility]
• Key Definitions and Concepts

15. Petition for Corporate Insolvency Resolution Process

• Legal Provisions
• Procedure, Documentation
• Appearance, Approval
• Case Laws

16. Resolution Strategies

• Restructuring of Equity & Debt
• Compromise & Arrangement
• Acquisition, Takeover & Change of Management
• Sale of Assets

17. Preparation & Approval of Resolution Plan

• Contents of resolution plan
• Submission of resolution plan
• Approval of resolution plan

18. Convening and conduct of meetings of Committee of Creditors

• Constitution of Committee of Creditors
• Procedural aspects for meeting of creditors

19. Role/ functions of IP/ IRP/ RP
20. Individual/ Firm Insolvency

• Application for insolvency resolution process
• Report of resolution professional
• Repayment plan
• Discharge Order

21. Fresh Start Process

• Person eligible to apply for fresh start
• Application for fresh start order
• Procedure after receipt of application
• Discharge order

22. Debt Recovery & SARFAESI

• Non-Performing Assets
• Asset Reconstruction Company
• Security Interest (Enforcement) Rules, 2002
• Evaluation of various options available to bank viz. SARFASEI, DRT, Insolvency Proceedings
• Application to the Tribunal/Appellate Tribunal

23. Cross Border Insolvency

• International Perspective and Global Developments
• UNCITRAL Legislative Guide on Insolvency Laws
• US Bankruptcy Code
• Enabling provisions for cross border transactions under IBC

24. Liquidation on or after failing of RP

• Initiation of Liquidation
• Distribution of assets
• Dissolution of corporate debtor

25. Voluntary Liquidation

• Procedure for Voluntary Liquidation
• Powers and duties of the Liquidator
• Completion of Liquidation

26. Winding-up by Tribunal under the Companies Act

• Procedure of Winding-up by Tribunal
• Powers and duties of the Company Liquidator
• Fraudulent preferences

Case Laws, Case Studies and Practical aspects

CS PROFESSIONAL PAPER 14 Syllabus 2017

Module: 2

Paper 14: Corporate Funding & Listings

Objective:
To provide practical knowledge of means of finance available to corporate at their stage of journey, their suitability, pros and cons, process, compliances etc.
Part-A: Corporate Funding (60 Marks)

1. Indian Equity- Public Funding

• IPO/FPO
• Preferential Allotment
• Private Placement
• Qualified Institutional Placement
• Institutional Private Placement
• Rights Issue
• REIT
• INvIT

2. Indian Equity- Private funding

• Venture capital
• Alternative Investment Fund
• Angel Funds
• Seed Funding
• Private Equity

3. Indian equity- Non Fund based

• Bonus issue
• ESOP

4. Debt Funding – Indian Fund Based

• Debentures, Bonds
• Bank Finance
• Project Finance including machinery or equipment loan against property, Loan against shares
• Working Capital Finance- Overdrafts, Cash Credits, Bill Discounting, Factoring etc.

5. Debt Funding – Indian Non fund Based

• Letter of Credit
• Bank Guarantee
• SBLC etc.

6. Foreign Funding – Instruments & Institutions

• External Commercial Borrowing
• ADR/GDR
• FCCB
• IFC, ADB, IMF

7. Other Borrowings Tools

• Inter-corporate Loans
• Commercial Paper etc.
• Deposits under Companies Act
• Customer Advances/Deposits

8. Non-Convertible Instruments- NCRPs etc.

Part B: Listing (40 Marks)

9. Listing–Indian Stock Exchanges

• Equity Listing (SME, ITP, Main)
• Debt Listing
• SEBI ICDR Regulations

10. International Listing

• Singapore Stock Exchange
• Luxembourg Stock Exchange
• NASDAQ-NGSM, NCM, NGM
• London Stock Exchange- Main, AIM

11. Various Procedural requirement for issue of securities and Listing
12. Documentation & Compliances

CS PROFESSIONAL PAPER 15 Syllabus 2017

Module 2

Paper 15: Corporate Disputes, Non-Compliances & Remedies

Objective:
To acquire knowledge of various kinds of corporate disputes under various laws and their resolution.

1. Shareholders’ Democracy & Rights

• Law relating to Majority Powers and Minority Protection
• Class action suit

2. Corporate Disputes

• Oppression & Mismanagement- Law & Practice
• Refusal of registration of transfer of securities & appeal against refusal
• Wrongful withholding of property of company

3. Fraud under Companies Act and IPC
4. Misrepresentation& Malpractices

• Companies Act, 2013, RBI Act, SEBI Act, FEMA, COFEPOSA,
• Prevention of Money Laundering Act
• Malpractices under various laws

5. Regulatory Action

• Enquiries
• Inspection
• Investigation
• Search and Seizure
• Arrest

(Income Tax, ROC, SFIO, RD, Stock Exchange, SEBI, RBI, ED, CBI,)

6. Defaults, Adjudication, prosecutions and penalties under the Companies Act, Securities Laws, FEMA, COFEPOSA, Money Laundering & Tax Laws
7. Penalty and Punishment under various laws
8. Relief and Remedies

• Compounding of offences under Companies Act, SEBI & FEMA
• Settlement and Proceeding (Consent order under SEBI law)
• Appeal against the order of Adjudicating officer, SAT, NCLT, NCLAT, Enforcement Directorate, IT Commissioner, GST Commissioner
• Revision of order
• Appearance before Quasi-judicial and other bodies- NCLT, NCLAT, SAT, SEBI, RD, ROC, RBI

CS PROFESSIONAL PAPER 16 Syllabus 2017

Module 2

Paper 16: Multidisciplinary Case Studies

Objective:
To test the students in their theoretical, practical and problem solving abilities.
Case studies mainly on the following areas:

• Corporate Laws including Company Law
• Securities Laws
• FEMA
• Insolvency Laws
• Competition Laws
• Business Strategy and Management
• Interpretation of Law including
  • Limitation Act, 1963
  • Indian Evidence Act, 1872
  • Civil Procedure Code, 1908

CS Executive New Syllabus | ICSI New Syllabus 2017

The Institute of Company Secretaries of India (ICS) has approved the new syllabus (Syllabus 2017) for the Executive Programme of the Company Secretaryship (CS) Course. The New Syllabus shall comprise of Eight papers at Executive Programme.
The Council of the Institute of Company Secretaries of India in exercise of the powers vested under clause (a) of subsection (2) of Section 15 of the Company Secretaries Act, 1980, as amended by the Company Secretaries (Amendment) Act, 2006 approved the new syllabus (Syllabus 2017) for the Executive and Professional Programmes of the Company Secretaryship Course.
The new syllabus has been developed after extensive deliberations and brainstorming, adopting 360 degree approach by Core Group on Vision New ICSI 2022 under the Chairmanship of CS Pavan Kumar Vijay, Past President, ICSI. The same was subsequently deliberated and approved by the Syllabus Review Board.

CS EXECUTIVE NEW SYLLABUS PAPERS

The nomenclature of eight papers of the Executive Programme & nine papers of Professional Programme including electives under the new syllabus are as under:

Module – 1

1. Jurisprudence, Interpretation & General Laws
2. Company Law
3. Setting up of Business Entities & Closure
4. Tax Laws

Module – 2

5. Corporate & Management Accounting
6. Securities Laws & Capital Markets
7. Economic, Business and Commercial Laws
8. Financial and Strategic Management

Applicability of New Syllabus for CS Executive Programme Candidates

• First Exam Dec 2018:

The first examination of the CS Executive Programme under the new syllabus shall be held in December, 2018

• Registration Starts March 2018:

Candidates registered effective from 1st March, 2018 shall be examined under the new syllabus 2017. That means if you registered prior to 01-03-2018 shall be allowed to appear in the Executive Program Examination under the old syllabus 2013 upto and including December, 2019.

• Option to Appear under New Syllabus:

Candidates registered prior to 1st March, 2018 will be permitted to appear in the Executive Program Examination under the new syllabus if they so opt.

• Last Exam under Old Syllabus:

The last examination of the Executive Programme under the old syllabus shall be held in December, 2019.

• Exam Under New Syllabus only:

From and including June 2020, Executive Programme Examination shall be held under the new syllabus only.

CS Executive Programme New Syllabus 2017

This program has been designed to develop skills and competence of executive program passed students to act as Secretarial Executive in companies or in professional and consultancy firms).

Module 1

Paper 1: Jurisprudence, Interpretation & General Laws [Max Marks 100]
Constitution of India, Law of Torts, Interpretation of Statutes & Other General Laws (Limitation, Specific Relief, Evidence, Stamp, Registration, General Clauses, CPC, CrPC, Arbitration, RTI)
Paper 2: Company Law [Max Marks 100]

Part I: Company – Law, Principles and Concepts,

Companies Act, 2013 except areas covered in Paper 3 and other papers in professional paper (50 Marks)

Part II: Company Administration and Meetings

Law and Practices (Directors, KMP, Board and General Meetings, Secretarial Standards) (40 Marks)

Part III: Company Secretary as a profession (10 Marks)

Paper 3: Setting up of Business Entities & Closure [Max Marks 100]

Part A: Setting up of Business (40 Marks)

• Setting up of various types of business& other Entities
• Setting up of professional firms
• Setting up of business outside India

Part B: Registration, Licence & Compliances (35 Marks)

Part C: Insolvency, Liquidation & Closure of Business (25 Marks)

Paper 4: Tax Laws [Max Marks 100]

Part I: Direct Taxes (50 marks)

Part II: Indirect Taxes-Goods and Services Tax (50 Marks)

Module 2

Paper 5: Corporate & Management Accounting [Max Marks 100]

Part I: Corporate Accounting (60 Marks)

Part II: Management Accounting and Valuation (40 marks)

Paper 6: Securities Laws & Capital Markets [Max Marks 100]

Part I: Securities Laws (70 Marks)

Part II: Capital Markets & Intermediaries (30 Marks)

Paper 7: Economic, Business and Commercial Laws [Max Marks 100]

Part I: Foreign Exchange Management & NBFCs (40 Marks)

Part II: Competition Law (25 marks)

Part III: Business and Commercial Laws (35 Marks)

Paper 8: Financial and Strategic Management [Max Marks 100]

Part I: Financial Management (60 Marks)

Part I: Strategic Management (40 Marks)

Detailed Syllabus for CS Executive Paper 1 New Syllabus 2017

Executive Programme
Module 1
Paper 1
Jurisprudence, Interpretation and General Laws (Max Marks 100)

Objective:

To provide understanding and working knowledge of sources of law, Constitution, legislative environment, interpretation of statutes and general laws.
Detailed Contents

1. Sources of Law:

Meaning of Law and its Significance; Relevance of Law to Civil Society; Jurisprudence & Legal Theory; Schools of Law propounded by Austin, Dean Roscoe Pound, Salmond, Kelsen and Bentham; Statutes, Subordinate Legislation, Custom, Common Law, Precedent, Stare decisis.

2. Constitution of India:

Broad Framework of the Constitution of India; Fundamental Rights, Directive Principles of State Policy and Fundamental Duties; Legislative framework and Powers of Union and States; Judicial framework; Executive/Administrativeframework; Legislative Process; Money Bill; Finance Bill and Other Bills; Parliamentary Standing Committees and their Role; Writ Jurisdiction of High Courts and the Supreme Court; Different types of writs.

3. Interpretation of Statutes:

Need for interpretation of a statute; Principles of Interpretation; Aids to Interpretation; Legal Terminologies; Reading a Bare Act & Citation of Cases.

4. General Clauses Act, 1897:

Key Definitions; General Rule of Construction; Retrospective Amendments; Powers and Functions; Power as to Orders, Rules etc., made under Enactments.

5. Administrative Laws:

Conceptual Analysis; Source and Need of Administrative Law; Principle of Natural Justice; Administrative
Discretion; Judicial Review & Other Remedies; Liability of Government, Public Corporation.

6. Law of Torts:

General conditions of Liability for a Tort; Strict and Absolute Liability; Vicarious Liability; Torts or wrongs to
personal safety and freedom;Liability of a Corporate Entity/Company in Torts; Remedies in Torts.

7. Limitation Act, 1963:

Computation of the Period of Limitation; Bar of Limitation; Effect of acknowledgment; Acquisition of
ownership by Possession; Classification of Period of Limitation.

8. Civil Procedure Code, 1908:

Structure and Jurisdiction of Civil Courts; Basic Understanding of Certain Terms – Order, Judgment and Decree, Stay of Suits, Cause of Action, Res Judicata, Summary Proceedings, Appeals, Reference, Review and Revision; Powers of Civil Court and their exercise by Tribunals; Institution of Suit; Summary Procedure.

9. Indian Penal Code, 1860:

Introduction; Offences against Property-Criminal Misappropriation of Property, Criminal Breach of Trust, Cheating, Fraudulent Deeds and Dispositions of Property; Offences relating to Documents and Property Marks- Forgery;
Defamation; Abetment and Criminal Conspiracy.

10. Criminal Procedure Code, 1973:

Classes of Criminal Courts; Power of Courts; Arrest of Persons; Mens Rea; Cognizable and Non-Cognizable Offences; Bail; Continuing Offences; Compounding of Offences; Summons and Warrants; Searches; Summary Trial.

11. Indian Evidence Act, 1872:

Statements about the facts to be proved; Relevancy of facts connected with the fact to be proved; Opinion of Third Persons ; Facts of which evidence cannot be given; Oral, Documentary and Circumstantial Evidence; Burden
of proof; Presumptions; Estoppel; Witness; Improper admission & rejection of evidence.

12. Special Courts, Tribunals under Companies Act & Other Legislations:

Constitution; Powers of Tribunals; Procedure before Tribunals; Powers of Special Courts; Power to punish for contempt; Overview of NCLT Rules; Quasi-Judicial Authorities.

13. Arbitration and Conciliation Act, 1996:

Arbitration Law in India; Appointment of Arbitrators; Judicial Intervention; Award; Recourse against Award; Conciliation and Mediation.

14. Indian Stamp Act, 1899:

Key Definitions; Principles of Levy of Stamp Duty; Determination, Mode and timing of Stamp Duty; Person responsible; Consequences of Non-Stamping and Under-Stamping; Adjudication; Allowance and Refund ; Concept of E-Stamping.

15. Registration Act, 1908: Registration of Documents:

Compulsory, Optional; Time and Place of Registration; Consequences of Non-Registration; Prerequisites for Registration.

16. Right to Information Act, 2005:

Key Definitions; Public Authorities & their Obligations; Role of Central/State Governments; Central Information Commission; State information Commission.

17. Information Technology Act, 2000:

Introduction, definition, important terms under the Act; Digital Signatures, Electronic Record, Certifying Authority, Digital Signature Certificate; Cyber Regulation Appellate Tribunal; Offences and Penalties; Rules relating to sensitive personal data under IT Act.
Case Laws, Case Studies & Practical Aspects

Detailed Syllabus for CS Executive Paper 2 New Syllabus 2017

Executive Programme
Module 1
Paper 2
Company Law (Max Marks 100)

Objective
To impart expert knowledge of the various provisions of the Companies Act, its schedules, rules, notifications, circulars including secretarial practice, case laws and Secretarial Standards.
Detailed Contents

Part I: Company Law, Principles &Concepts (50 Marks)

1. Introduction to Company Law:

Jurisprudence of Company Law; Meaning, Nature, Features of a company; Judicial acceptance of the company as a separate legal entity; Concept of Corporate Veil, Applicability of Companies Act; Definitions and Key Concepts.

2. Shares and Share Capital:

Meaning and types of Capital; Concept of issue and allotment; Issue of Share certificates; Further Issue of Share Capital; Issue of shares on Private and Preferential basis; Rights issue and Bonus Shares; Sweat Equity Shares
and ESOPs; Issue and Redemption of preference shares; Transfer and Transmission of securities; Buyback of securities; dematerialization and re-materialization of shares; Reduction of Share Capital.

3. Members and Shareholders:

How to become a member; Register of Members; Declaration of Beneficial Interest; Rectification of Register of Members; Rights of Members; Variation of Shareholders’ rights; Shareholders Democracy; Shareholder agreement, Subscription Agreements, Veto powers.

4. Debt Instruments:

Issue and redemption of Debentures and Bonds; creation of security; Debenture redemption reserve;

5. Charges:

Creation of Charges; Registration, Modification and Satisfaction of Charges; Register of Charges; Inspection of charges; Punishment for contravention; Rectification by Central Government in Register of charges.

6. Distribution of Profits:

Profit and Ascertainment of Divisible Profits; Declaration and Payment of Dividend; Unpaid Dividend Account; Investor Education and Protection Fund; Right to dividend; rights shares and bonus shares to be held in abeyance.

7. Corporate Social Responsibility:

Applicability of CSR; Types of CSR Activities; CSR Committee and Expenditure; Net Profit for CSR; Reporting requirements.

8. Accounts, Audit and Auditors:

Books of Accounts; Financial Statements; National Financial Reporting Authority; Auditors Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor’s Report; Cost Audit; Secretarial Audit; Special Audit; Internal Audit.

9. Transparency and Disclosures:

Board’s Report; Annual Return; Annual Report; Website disclosures; Policies.
10. An overview of Inter-Corporate Loans, Investments, Guarantees and Security, Related Party Transactions.

11. Registers and Records:

Maintenance and Disposal.

12. An overview of Corporate Reorganization:

Introduction of Compromises, Arrangement and amalgamation, Oppression and Mismanagement, Liquidation and winding-up; Overview of Registered Valuers; Registration Offices and Fees; Companies to furnish information and statistics.
13. Introduction to MCA 21 and filing in XBRL.
14. Global Trends and Developments in Company Law.
Case Laws, Case Studies and Practical Aspects.

Part II: Company Administration and Meetings – Law and Practices (40 Marks)

15. Board Constitution and its Powers:

Board composition; Restriction and Powers of Board; Board Committees- Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees.

16. Directors:

DIN requirement, Types of Directors; Appointment / Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, and Duties of Directors; Rights of Directors; Loans to Directors; Disclosure of Interest.

17. Key Managerial Personnel (KMP’s) and their Remuneration:

Appointment of Key Managerial Personnel; Managing and Whole-Time Directors, Manager, Chief Executive Officer and Chief Financial Officer; Company Secretary – Appointment, Role and Responsibilities, Company Secretary as a Key Managerial Personnel; Functions of Company Secretary; Officer who is in default; Remuneration of Managerial Personnel.

18. Meetings of Board and its Committees:

Frequency, Convening and Proceedings of Board and Committee meetings; Agenda Management; Management Information System; Meeting Management; Resolution by Circulation; Types of Resolutions; Secretarial Standard – 1; Duties of Company Secretaries before, during and after Board/ Committee Meeting.

19. General Meetings:

Annual General Meeting; Extraordinary general Meetings; Other General Meetings; Types of Resolutions;
Notice, Quorum, Poll, Chairman, Proxy; Meeting and Agenda; Process of conducting meeting; Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot; Circulation of Members’ Resolutions etc.; Signing and Inspection of Minutes; Secretarial Standard – 2; Duties of Company Secretaries before, during and after General Meeting.

20. Virtual Meetings:

Technological Advancement in conduct of Board Committee &General Meetings; e-AGM.
Case Laws, Case Studies and Practical Aspects.

Part III: Company Secretary as a Profession (10 Marks)

21. Legal framework governing Company Secretaries:

The Company Secretaries Act, 1980 along with Rules and Regulations; Disciplinary Mechanism and Penalties for Professional Misconduct; Ethics in Profession, Professional Liabilities.

22. Secretarial Standards Board:

Secretarial Standards Board of ICSI; Process of making Secretarial Standards; Need and Scope of Secretarial Standards.

23. Mega Firms:

Concept of mega firms; Benefits of mega firms, Eligibility criteria for partner, Agreement between partners;
management of Firm; Collective multidisciplinary expertise; Public Relation and Brand Building.
Case Laws, Case Studies and Practical Aspects.

Detailed Syllabus for CS Executive Paper 3 New Syllabus 2017

Executive Programme
Module 1
Paper 3
Setting up of Business Entities and Closure(Max Marks 100)

Objective:
To provide working knowledge and understanding of setting up of business entities and their closure.
Detailed Contents

Part A: Setting up of Business (40 Marks)

1. Choice of Business Organization:

Key features of various structures and issues in choosing between business structures including identification of location; tax implications etc.

2. Company:

Private Company; Public Company; One Person Company; Nidhi Company; Producer Company; Foreign Company-Liaison Offices; Branch Office & Project Office; Formation and Registration.

3. Charter documents of Companies:

Memorandum of Association and Articles of Association; Doctrine of ultra-vires; Doctrine of indoor management; Doctrine of constructive notice; Incorporation Contracts; Alteration in MOA & AOA- Change of name; registered office address; objects clause; alteration in share capital and alteration in articles of association.

4. Legal status of Registered Companies:

Small Company; Holding Company; Subsidiary Company & Associate Company; Inactive Company; Dormant Company; Government Company.

5. Limited Liability Partnership:

Concept of LLP; Formation and Registration; LLP Agreement; Alteration in LLP Agreement; Annual and Event Based Compliances.

6. Other forms of business organizations:

Partnership; Hindu Undivided Family; Sole Proprietorship; Multi State Co-operative Society; Formation; Partnership Agreement and its registration.

7. Institutions Not For Profit &NGOs:

Section 8 Company; Trust and Society- Formation and Registration.

8. Financial Services Organization:

NBFCs; Housing Finance Company; Asset Reconstruction Company; Micro Finance Institutions (MFIs); Nidhi Companies; Payment Banks; Registration.

9. Start-ups:

Start-up India Policy; Registration Process; Benefits under the Companies Act and other Government Policies; Different types of capital- Seed Capital; Venture Capital; Private Equity; Angel Investor; Mudra Bank.

10. Joint Ventures; Special Purpose Vehicles:

Purpose and Process.

11. Setting up of Business outside India:

Issues in choosing location; Structure and the processes involved.

12. Conversion of existing business entity:

Conversion of private company into public company and vice versa; Conversion of Section 8 company into other kind of Company; Conversion of Company into LLP and vice versa; Conversion of OPC to other type of company and vice versa; Company authorised to be registered under the Act (Part XXI Companies); and other types of conversion.

Part B: Registration; Licenses & Compliances (35 Marks)

13. Various Initial Registrations and Licenses:

Mandatory Registration – PAN; TAN; GST Registration; Shops & Establishments; SSI/MSME; Additional Registration/License – ESI/PF; FCRA; Pollution; Other registration as per requirement of sector; IE Code; Drug License; FSSAI; Trademark; Copyright; Patent; Design; RBI; Banking; IRDA; Telecom; I & B; MSME Registration; UdyogAadhar Memorandum; Industrial License, Industrial Entrepreneurs Memorandum (IEM); State Level Approval from the respective State Industrial Department.

14. Maintenance of Registers and Records:

Register and Records required to be maintained by an enterprise.

15. Identifying laws applicable to various Industries and their initial compliances:

Compliance of industry specific laws applicable to an entity at the time of setting up of the enterprise.

16. Intellectual Property laws (Provisions applicable for setting up of business):

Copyright Act; 1957; Patents Act; 1970; Trade Mark Act; 1999; Geographical indication of Goods (Registration and Protection) Act; 1999; Designs Act; 2000.

17. Compliances under Labour Laws (Provisions applicable for setting up of business):

Factories Act; 1948; Minimum Wages Act; 1948;Payment of Wages Act; 1936; Equal Remuneration Act; 1976; Employees’ State Insurance Act; 1948;Employees’ Provident Funds and Miscellaneous Provisions Act; 1952; Payment of Bonus Act; 1965; Payment of Gratuity Act; 1972; Employees Compensation Act; 1923; Contract Labour (Regulation and Abolition) Act; 1970; Industrial Disputes Act; 1947; Trade Unions Act; 1926; Maternity Relief Act; 1961; Child and Adolescent Labour (Prohibition and Regulation) Act; 1986;Persons with Disabilities ( Equal Opportunities; Protection of Rights and Full Participation ) Act, 1995; Prevention of Sexual Harassment of Women at Workplace (Prevention; Prohibition and Redressal) Act; 2013.

18. Compliances relating to Environmental laws (Provisions applicable for setting up of business):

Water (Prevention and Control of Pollution) Act; 1974;Air (Prevention and Control of Pollution) Act; 1981; Environment Protection Act; 1986; Public Liability Insurance Act; 1991;National Green Tribunal Act; 2010.

Part C :Insolvency; Winding up& Closure of Business (25 Marks)

19. Dormant Company: Obtaining dormant status and dormant to active status.
20. Strike off and restoration of name of the company and LLP.
21. Insolvency Resolution process; Liquidation and Winding-up: An overview.

Detailed Syllabus for CS Executive Paper 4 New Syllabus 2017

Executive Programme
Module 1
Paper 4
Tax Laws(Max Marks 100)

Objective
Part I: To provide working knowledge on practical application of Direct Tax Laws.
Part II: To provide conceptual knowledge of GST with practical application of GST Laws.
Part I: Direct Taxes (50 marks)
Detailed Contents

1. Direct Taxes at a Glance:

Background of Taxation system in India; Vital Statistics; Layout; Administration.

2. Basic concepts of Income Tax:

An overview of Finance Bill, ; Important definitions under Income Tax Act, 1961; Distinction between Capital and Revenue Receipts and Expenditure; Residential Status & Basis of Charge; Scope of Total Income; Tax Rates.

3. Incomes which do not form part of Total Income:

Incomes not included in Total Income; Tax holidays.

4. Computation of Income under Various Heads:

Income from Salary; Income from House Property; Profit and Gains of Business or Profession; Capital Gains; Income from Other Sources; Fair Market Value.

5. Clubbing provisions and Set Off and / or Carry Forward of Losses:

Income of other persons included in Assessee’s Total Income; Aggregation of Income; Set off and / or Carry forward of losses.

6. Deductions from Gross Total Income & Rebate and Relief:

Deductions in respect of certain payments; Specific deductions in respect of certain income; Deductions in respect for donations for expenditure under CSR activities; Rebates and Reliefs.

7. Computation of Total Income and Tax Liability of various entities:

Individual; Hindu Undivided Family ‘HUF’; Alternate Minimum Tax (AMT); Partnership Firm / LLP; Co-operative Societies; Association of Person ‘AOP’ and Body of Individual ‘BOI’; Political Parties; Electoral Trusts; Exempt organization – Registration u/s 12A/ 12AA;

8. Classification and Tax Incidence on Companies:

Computation of taxable income and tax liability of Company; Dividend Distribution Tax; Minimum Alternate Tax ‘MAT’; Other Special Provisions Relating to Companies; Equalization Levy.

9. Procedural Compliance:

Permanent Account Number ‘PAN’ / Tax Collection Account Number ‘TAN’; Tax Deduction at Source ‘TDS’ & Tax Collection at Source ‘TCS’; Advance Tax &Self Assessment Tax ‘SAT’; Returns, Signatures, E-Filing ; Fee and interest for default in furnishing return of Income ; Collection, Recovery of Tax, Refunds.

10. Assessment, Appeals &Revision:

Assessment; Types of Assessment; Appeals; Revisions; Search, Seizure, Penalty and Offences.
Case Laws, Case Studies & Practical Aspects.

Part II: Indirect Taxes (50 marks)
(A) Goods and Service Tax

11. Concept of Indirect Taxes at a glance:

Background; Constitutional powers of taxation; Indirect taxes in India – An overview; Pre-GST tax structure and deficiencies; Administration of Indirect Taxation in India; Existing tax structure.

12. Basics of Goods and Services Tax ‘GST’:

Basics concept and overview of GST; Constitutional Framework of GST; GST Model – CGST / IGST / SGST / UTGST; Taxable Event; Concept of supply including composite and mixed supply; Levy and collection of CGST and IGST; Composition scheme & Reverse Charge; Exemptions under GST.

13. Concept of Time, Value & Place of Taxable Supply:

Basic concepts of Time and Value of Taxable Supply; Basics concept of Place of Taxable Supply.
14. Input Tax Credit & Computation of GST Liability- Overview.

15. Procedural Compliance under GST:

Registration; Tax Invoice, Debit & Credit Note, Account and Record, Electronic way Bill; Return, Payment of Tax, Refund Procedures; Audit.
16. Basic overview on Integrated Goods and Service Tax (IGST), Union Territory Goods and Service tax (UTGST), and GST Compensation to States.

(B) Customs Act

17. Overview of Customs Act:

Overview of Customs Law; Levy and collection of customs duties; Types of Custom duties; Classification and valuation of import and export goods; Exemption; Officers of customs; Administration of Customs Law; Import and Export Procedures; Transportation, and Warehousing; Duty Drawback; Demand and Recovery; Confiscation of Goods and Conveyances; Refund.
Case Laws, Case Studies & Practical Aspects.

Detailed Syllabus for CS Executive Paper 5 New Syllabus 2017

Executive Programme
Module2
Paper 5
Corporate & Management Accounting(Max Marks 100)

Objectives

Part I : To provide knowledge and understanding of the concepts, principles and practices in Corporate
Accounting and Indian and International Accounting Standards.
Part II: To acquire knowledge and understanding of the concepts, techniques and practices of management accounting and to develop skills for decision making and to acquire knowledge of the concepts, principles and methods of valuation.

Detailed Contents

Part I: Corporate Accounting (60 marks)

1. Introduction to Financial Accounting.

2. Introduction to Corporate Accounting:

Records of accounts to be maintained by a company.

3. Accounting for Share Capital:

Issue of Shares; Forfeiture and Re-issue of Shares, Accounting treatment of premium, Buyback of Shares; Redemption and Conversion; Capital Redemption Reserve, Bonus Shares; Rights Issue, ESOPs, ESPS, Sweat Equity Shares; and Underwriting; Book Building.

4. Accounting for Debentures:

Accounting Treatment, Debenture Redemption Reserve, Redemption of Debentures and Conversion of Debentures into Shares. Deferred Tax.

5. Related Aspects of Company Accounts:

Accounting for ESOP, Buy-back, Equity Shares with differential rights, Underwriting and Debentures.

6. Financial Statements Interpretation:

Preparation and Presentation of Financial Statements; Quarterly, Half-yearly and Annual Financial Statement pursuant to Listing Regulations;Depreciation provisions and Reserves; Determination of Managerial Remuneration, Corporate Social Responsibility spend, various disclosures under the Companies Act, 2013, LODR & applicable accounting standards; Related party and segment reporting, Audit Queries; How to Read and interpret Financial Statements.

7. Consolidation of Accounts as per Companies Act, 2013:

Holding Company, Subsidiary Companies, Associate Companies and Joint Venture; Accounting Treatment and disclosures.

8. Corporate Financial Reporting:

Requirements of Corporate Reporting; Recent trends in Financial Reporting.

9. Cash Flow Statements:

Preparation and their analysis.

10. Accounting Standards (AS):

Applicability, Interpretation, Scope and Compliance; International Financial Reporting Standards; Overview of AS, AS vs. Ind AS vs. IFRS.
11. National and International Accounting Authorities.
12. Adoption, Convergence and Interpretation of International Financial Reporting Standards (IFRS) and Accounting Standards in India.
Case Studies & Practical Aspects.

Part II: Management Accounting and Valuation (40 marks)

13. An Overview of Cost:

Importance and relevance of Cost Accounting; Material Cost, Labour Cost, Direct Expenses and Overheads, Cost Sheet.
14. Cost Accounting Records & Cost Audit under Companies Act, 2013

15. Budget, Budgeting and Budgetary Control:

Preparation of various types of Budgets; Budgetary Control System; Zero Based Budgeting; Performance Budgeting

16. Ratio Analysis:

Financial Analysis through Ratios
17. Management Reporting (Management Information Systems)
18. Decision Making Tools: Marginal Costing; Transfer Pricing

19. Valuation Principles & Framework:

Conceptual Framework of Valuation, Valuation rules; Valuation of securities or financial assets; Approaches of Valuation – Assets Approach, Income Approach; Market Approach; Registered Valuer; IND AS Valuation

20. Valuation of Shares, Business and Intangible Assets:

Regulatory Valuations; Companies Act; Insolvency and Bankruptcy Code; Income Tax Act; SEBI law; FEMA and RBI guidelines.
21. Accounting for Share based payments (IndAS 102)
22. Business and Intangible Assets

23. Methods of Valuation:

Net Assets Valuation; Relative Valuation (Comparable Companies/Transactions); Discounted Cash Flow Valuation; Other Methods
Case Studies & Practical Aspects

Detailed Syllabus for CS Executive Paper 6 New Syllabus 2017

Executive Programme
Module 2
Paper 6
Securities Laws & Capital Markets(Max Marks 100)

Objective

Part I : To provide expert knowledge in the legislations, rules and regulations governing the entities listed on the stock exchanges.
Part II : To provide the basic understanding of the working of Capital markets in India.

Detailed Contents

Part I: Securities Laws (70 Marks)

1. Securities Contracts (Regulations) Act 1956:

Objectives of the SCR Act, Rules and Regulations made there under; Important Definitions; Recognized Stock Exchange, Clearing Corporation; Public issue and listing of securities; Rules relating to Public Issue and Listing of Securities under Securities Contracts (Regulation) Rules, 1957.

2. Securities and Exchange Board of India Act, 1992:

Objective; Powers and functions of SEBI; Securities Appellate Tribunal; Penalties and appeals.

3. Depositories Act, 1996:

Depository System in India; Role & Functions of Depositories; Depository Participants; Admission of Securities; Dematerialization & Re-materialisation; Depository Process; Inspection and Penalties; Internal Audit and Concurrent Audit of Depository Participants.
4. An Overview of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
5. An Overview of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
6. An Overview of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

7. SEBI (Buyback of Securities) Regulations, 1998:

Conditions of buy-back; Buy back Methods: Tender Offer, Open Market (Book building and Stock Exchange); General obligations; Penalties.

8. SEBI (Delisting of Equity Shares) Regulations, 2009:

Delisting of Equity Shares; Voluntary Delisting; Exit Opportunity; Compulsory Delisting.
9. An Overview of SEBI (Share Based Employee Benefits) Regulations, 2014.
10. An Overview of SEBI (Issue of Sweat Equity) Regulations, 2002.

11. SEBI (Prohibition of Insider Trading) Regulations, 2015:

Unpublished price sensitive information (UPSI); Disclosures; Codes of fair disclosure and conduct; Penalties and Appeals.

12. Mutual Funds:

Types of Mutual Funds and Schemes; Key players in Mutual Funds: Sponsor, Asset Management Company,
Trustee, Unit holder, Evaluating performance of Mutual funds- Net Asset Value, Expense Ratio, Holding Period Return.

13. Collective Investment Schemes:

Regulatory Framework; Restrictions on Business Activities; Submission of Information and Documents; Trustees and their Obligations.

14. SEBI (Ombudsman) Regulations, 2003:

Procedure for Redressal of Grievances; Implementation of the Award; Display of the particulars of the Ombudsman, SCORES, SEBI (Informal Guidance) Scheme, 2003.
Case Laws, Case Studies & Practical Aspects

Part II: Capital Market & Intermediaries (30 Marks)

15. Structure of Capital Market:

I. Primary Market

a. Capital Market Investment Institutions-Domestic Financial Institutions(DFI), Qualified Institutional Buyers(QIB), Foreign Portfolio Investors (FPI), Private Equity, Angel Funds, HNIs, Venture Capital, Pension Funds, Alternative Investment Funds.
b. Capital Market Instruments-Equities, Preference Shares, Shares with Differential Voting Rights, Corporate Debt, Non-Convertible Debentures(NCD), Partly, Fully and Optionally Convertible Debentures, Bonds, Foreign Currency Convertible Bonds(FCCB), Foreign Currency Exchangeable Bonds (FCEB) Indian Depository Receipts (IDR),Derivatives, Warrants;
c. Aspects of Primary Market- book building, ASBA, Green Shoe Option.

II. Secondary Market

Development of Stock market in India; Stock market & its operations, Trading Mechanism, Block and Bulk deals, Grouping, Basis of Sensex, Nifty; Suspension and Penalties; Surveillance Mechanism; Risk management in Secondary market, Impact of various Policies on Stock Markets such as Credit Policy of RBI, Fed Policy, Inflation index, CPI, WPI, etc.

16. Securities Market Intermediaries:

Primary Market and Secondary Market Intermediaries: Role and Functions, Merchant Bankers, Stock Brokers, Syndicate Members, Registrars and Transfer Agents, Underwriters, Bankers to an Issue, Portfolio Managers, Debenture Trustees, Investment Advisers, Research Analysts, Market Makers, Credit Rating Agencies; Internal Audit of Intermediaries by Company Secretary in Practice.
Case Laws, Case Studies & Practical Aspects.

Detailed Syllabus for CS Executive Paper 7 New Syllabus 2017

Executive Programme
Module 2
Paper 7
Economic, Business and Commercial Laws(Max Marks 100)

Objectives

Part I : To provide expert knowledge in Foreign Exchange Management and NBFCs.
Part II : To provide expert knowledge in Competition Law.
Part III : To provide working knowledge in Business and Commercial Laws.

Detailed Contents

Part I
Foreign Exchange Management &NBFCs (40 Marks)

1. Reserve Bank of India Act, 1934: Central Banking functions; Monetary policy; Penalties.
2. Foreign Exchange Management Act, 1999: Introduction

3. Foreign Exchange Transactions & Compliances:

Current and Capital Account Transactions; Acquisition &Transfer of Immovable Property in India and Abroad; Realization and Repatriation of Foreign Exchange; Brief information of other FEMA Regulations.
4. Foreign Contribution (Regulation) Act, 2010: Introduction and Object, Eligible Contributor, Eligible Receiver, Registration, Offences and Penalties.

5. Foreign Direct Investments – Regulations & FDI Policy:

Automatic and Approval Route of FDI; Setting up of Subsidiary/Joint Venture/Liaison Office/ Branch Office by Non-residents; Foreign Portfolio Investments.

6. Overseas Direct Investment:

ODI Policy, foreign currency remittances, Setting up of Subsidiary/Joint Venture/Branch Office.
7. Liberalized Remittance Scheme: Investment Outside India by Indian Residents.
8. External Commercial Borrowings (ECB): An Overview.

9. Foreign Trade Policy & Procedure:

Merchandise Exports from India Scheme (MEIS); Service Exports from India Scheme (SEIS); Duty exemption / remission schemes; Export oriented units (EOUS); Electronics Hardware Technology Parks (EHTPS); Software Technology Parks (STPS); Bio-Technology Parks (BTPS).Imports and related policies.

10. Non Banking Finance Companies(NBFCs):

Definition; Types; Requirement of Registration as NBFC and exemptions from registration as NBFC; Micro Finance Institutions, Activities of NBFCs; Compliances by the NBFCs and requirements of approvals of RBI; Deposit Accepting and Non-deposit Accepting NBFCs; Deemed NBFC; Core Investment Company and Systemically Important Core Investment Companies; Peer to Peer Lending; Defaults, Adjudication, prosecutions and penalties.

11. Special Economic Zones Act, 2005:

Establishment of Special Economic Zones; Approval and Authorization to Operate SEZ; Setting up of Unit; Special Economic Zone Authority.
Case Laws, Case Studies & Practical Aspects

Part II
Competition Law (25 Marks)

12. Competition Act, 2002:

Competition Policy ; Anti-Competitive Agreements; Abuse of Dominant Position; Overview of Combination and Regulation of Combinations; Competition Advocacy; Competition Commission of India; Appellate Tribunal.
Case Laws, Case Studies & Practical Aspects

Part III
Business & Commercial Laws (35 Marks)
Consumer Protection

13. Consumer Protection Act, 1986:

Consumer Protection in India; Rights of Consumers; Consumer Dispute Redressal Forums; Nature and Scope of Remedies.

14. Essential Commodities Act, 1955:

Essential Commodities; Powers of Central Government; Authorities responsible to administer the Act; Delegation of powers; Nature of Order passed under the Act; Seizure and Confiscation of Essential Commodities; Offences by Companies.

15. Legal Metrology Act, 2009:

Standard weights and measures; Power of inspection, seizure; Declarations on pre-packaged commodities; Offences and penalties.

Property Law

16. Transfer of Property Act, 1882:

Types of Properties; Properties which cannot be Transferred; Rule Against Perpetuities; Lis Pendens; Provisions Relating to Sale; Mortgage, Charge, Lease, Gift and Actionable Claim; Specific Performance.

17. Real Estate (Regulation and Development) Act, 2016:

Registration of Real Estate Project; Real Estate Agents; Real Estate Regulatory Authority; Central Advisory Council; The Real Estate Appellate Tribunal; Offences, Penalties and Adjudication. Specimen Agreement for Sale between the Promoter and the Allottee; Due Diligence Reporting.
Anti-Corruption Laws

18. Benami Transaction Prohibitions (Act):

Benami Property; Benami Transaction, Prohibition of Benami Transaction; Authority, Adjudication of Benami property.

19. Prevention of Money Laundering:

Problem and adverse effect of money laundering; Methods of money laundering; Offence of money laundering; Attachment, adjudication and confiscation.
Business Laws

20. Indian Contracts Act, 1872:

Essential elements of a Valid Contract; Indemnity and Guarantee; Bailment and Pledge; Law of Agency; E-Contract; Landmark judgments.

21. Specific Relief Act, 1963:

Specific reliefs and defense; specific performance and defense; unenforceable contracts; Rescission of Contracts; Cancellation of Instruments; Declaratory Decrees; Preventive Reliefs.

22. Sale of Goods Act, 1930:

Essentials of a Contract of Sale; Sale Distinguished from Agreement to Sell, Bailment, Contract for Work and Labour and Hire-Purchase; Conditions and Warranties; Doctrine of Caveat Emptor; Performance of the Contract of Sale; Landmark judgments.

23. Partnership Act, 1932:

Rights and Liabilities of Partners; Registration of Firms; Dissolution of Firms and Partnership; Landmark judgments.

24. Negotiable Instrument Act, 1881:

Negotiable Instruments and Parties; Material Alteration; Crossing and bouncing of Cheques; Dishonour of Cheques & its Remedies; Presumption of Law as to Negotiable Instruments; Landmark judgments.
Case Laws, Case Studies & Practical Aspects

Detailed Syllabus for CS Executive Paper 8 New Syllabus 2017

Executive Programme
Module2
Paper 8
Financial and Strategic Management(Max Marks 100)

Objective

Part I: To provide knowledge of practical aspects of financial management so as to develop skills in taking financial and investment decisions.
Part II : To enable students to acquire multidimensional skills as to equip them to comprehend the process of strategy formulation.

Detailed Contents

Part I:Financial Management (60 marks)

1. Nature and Scope of Financial Management:

Nature, Scope and Objectives of Financial Management; Risk-Return and Value of the Firm; Objectives of the firm; Profit Maximisation vs. Wealth Maximisation; Emerging roles of Finance Managers.

2. Capital Budgeting:

Compounding and Discounting techniques- Concepts of Annuity and Perpetuity; Capital Budgeting Process; Techniques of Capital Budgeting- Discounted and Non- Discounted Cash Flow Methods; Capital Rationing; Risk Evaluation and Sensitivity Analysis.

3. Capital Structure:

Introduction- Meaning and Significance; Optimal Capital Structure; Determinants of Capital Structure; Theories of Capital Structure; EBIT – EPS Analysis; EBITDA Analysis; Risk and Leverage; Effects of Leverage on Shareholders’ Returns.

4. Sources of raising long-term finance and Cost of Capital:

Sources, Meaning, Factors Affecting Cost of Capital; Methods for Calculating cost of capital; Weighted Average Cost of Capital (WACC); Marginal Cost of Capital.

5. Project Finance:

Project Planning – 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; Project Review and Control; Social Cost and Benefit Analysis of Project. Term loans from Financial institutions and Banks; Lease and Hire Purchase Finance; Venture Capital Funds; Private Equity; International Finance and Syndication of Loans, Deferred Payment Arrangements; Corporate Taxation and its Impact on Corporate Financing; Financing Cost Escalation.

6. Dividend Policy:

Introduction- Types; Determinants and Constraints of Dividend Policy; Forms of Dividend; Different Dividend Theories.

7. Working Capital:

Meaning, Types, Determinants and Assessment of Working Capital Requirements, Negative Working Capital; Operating Cycle Concept and Applications of Quantitative Techniques; Management of Working Capital – Cash Receivables Inventories; Financing of Working Capital; Banking Norms and Macro Aspects; Factoring and Forfaiting.

8. Security Analysis:

Measuring of Systematic and Unsystematic Risk; Fundamental Analysis (Economic, Industry and Company); Technical Analysis and Efficient Market Hypothesis.

9. Portfolio Management:

Meaning, Objectives; Portfolio Theory -Traditional Approach; Markowitz Portfolio Theory; Modern Approach – CAPM Model; Economic Value Added; Sharpe Single & Multi Index Model; Risk Adjusted Measure of Performance.

Part II: Strategic Management (40 Marks)

10. Introduction to Management:

An Overview of functions of management.

11. Introduction to Strategic Management:

An Overview- Meaning & Process; Strategic Leadership; Functions and Importance for Professionals like Company Secretaries; Environmental Influences of Business-Characteristics and Components of Business Environment, Factors of Micro & Macro Environment of Business; Competitive Environment and Porter’s Five Force Model.

12. Business Policy and Formulation of Functional Strategy:

Introduction to Business Policy; Framework of Strategic Management; Strategic Decision Model; Vision; Mission; Objectives and Goals; Strategic Levels of the Organization; Formulation of Functional Strategy-Formulation of Financial; Marketing; Production; Human Resource and Logistics strategies.

13. Strategic Analysis and Planning:

Situational Analysis, Strategic Choices-SWOT and TOWS Analysis; PERT (Programme Evaluation Review Technique) and CPM (Critical Path Method);Portfolio analysis-Boston Consulting Group (BCG) growthshare Matrix, Ansoff’s Product Growth Matrix, ADL Matrix and General Electric (GE) Model; Strategic Planning; Strategic Alternatives-Glueck and Jauch and Michael Porter’s Generic Strategies.

14. Strategic Implementation and Control:

Issues in Strategy Implementation; Various Organizational Structures and Strategy Implementation; Leadership and its forms ; Strategic Change and Control.

15. Analysing Strategic Edge:

Introduction to Business Process Reengineering; Concept of Benchmarking; Introduction to Total
Quality Management and Six Sigma.