The CS Professional course syllabus is divided into three modules, with each module containing three papers. The first module covers Advanced Company Law and Practice, Secretarial Audit, Compliance Management, and Due Diligence, Corporate Restructuring, Valuation, and Insolvency. The second module covers Information Technology and Systems Audit, Financial, Treasury and Forex Management, and Ethics, Governance and Sustainability. The third module covers Advanced Tax Laws and Practice, Drafting, Pleadings and Appearances, and Elective 1 from five available options and Elective 2 from four available options. The course covers a wide range of subjects and provides students with comprehensive knowledge and skills required for a career as a company secretary.
CS Professional Syllabus - Group 1 - Paper 1 - ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) – PRINCIPLES & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Governance and Sustainability (65 Marks) | ||
| 1 | Conceptual Framework of Corporate Governance: | Evolution of Corporate Governance l Corporate governance concepts l Corporate Governance Forums l Corporate Governance Codes and international legislative framework on corporate governance l Indian & International concept of Corporate Governance |
| 2 | Legislative Framework of Corporate Governance in India: | Listed Companies l Unlisted Companies l PSUs l Banks and Insurance Companies l Stewardship Code |
| 3 | Board Effectiveness: | Role clarity of Board and Management l Composition and Structure l Duties and Liabilities, Evolution of Jurisprudence l Diversity in Board Room, Selection and Appointment Process l Independent Directors, expectations, liabilities and their role l Code of Conduct l Responsibilities and Effectiveness l Conflict Management l Related Party Transactions l Role of directors’ in Prevention of Insider Trading |
| 4 | Board Processes through Secretarial Standards | |
| 5 | Board Committees: | Composition & Terms of Reference l Roles and Responsibilities |
| 6 | Building Better Boards | Directors’ Training l Development l Familiarization l Board Evaluation l Succession Planning |
| 7 | Concept of Governance in professional managed company & promoters driven company | |
| 8 | Board Disclosures and website disclosures | |
| 9 | Data Governance: | l Importance of data governance l Data governance challenges l Difference between data governance and data management, Implementing an effective data governance framework |
| 10 | Stakeholders Rights: | Whistle/ Vigil/ Grievance Redressal Mechanism, Human Rights l Health and Safety l Prevention of sexual harassment at workplace l Attrition Rate l Supplier code of conduct l Gender parity ratio at Workforce l Local procurement, Monetary and non-monetary benefits |
| 11 | Business Ethics | Code of Conduct and Anti-bribery |
| 12 | Board’s Accountability on ESG | |
| 13 | Environment: | Environmental Policy l Environmental Impacts l Energy Consumption l Awareness on environment protection, energy conservation and management |
| 14 | CSR: | Policy l Practice l Need assessment l Impact assessment l Mapping Sustainable Development Goals (SDGs) with CSR Programs of the Company, Governance challenges |
| 15 | Green Initiatives: | Pollution abatement and testing l Reduction in Carbon/ CHG Emissions l Resource efficiency l Renewable Energy Intensity l Water Management l Waste Management |
| 16 | Governance Influencers: | ICSI- Corporate Leader in Corporate Governance l Investor Associations l Proxy Advisory Firms l Institutional Investorsl ESG Investment |
| 17 | Empowerment of the Company Secretary Profession : | International View & Evolving Role of Company Secretary in 21st Century l Comparative analysis of law applicable to Governance Professionals in different jurisdictions l Facilitating innovation in Board Governance l Role of Company Secretary in ESG. |
| Risk Management (20 Marks) | ||
| 18 | Risk Management: | Risk Identification l Risk Analysis l Risk Measurement l Risk Mitigation l Risk Elimination l Importance of Risk Management Committee l Role of Internal Audit l Internal control l Material Risk and Opportunity Assessment l Reputation Risk l Climate Risk l Fraud Risk Management l Business Continuity Plan with Case Study l Risk Related Disclosures l Crisis Management, Disaster Risk Management l Relationship between Business Continuity Plan, Crisis Management and Disaster Recovery Plan, ESG Risk assessment l Cyber Risk Management l Fundamentals of cyber security threats and countermeasures l Identifying most critical assets and threats l Assessing Cyber Security Risks l Implementing a Cyber Risk Management Programme l Role of CS in Risk Management l Case studies in Risk Management |
| Environment & Sustainability Reporting (15 Marks) | ||
| 19 | Sustainability Audit l ESG Rating l Emerging Mandates from Government and Regulators | |
| 20 | Integrated Reporting Framework l Global Reporting Initiative Framework l Business Responsibility and Sustainability Reporting |
|
CS Professional Syllabus - Group 1 - Paper 2 - DRAFTING, PLEADINGS AND APPEARANCES
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Drafting and Conveyancing (70 Marks) | ||
| 1 | Types of Documents: | Deeds l Agreements l Contracts l Difference between Deeds, Agreements and Contracts l Circulars l Public Notices l Standard Bids and Tenders l Letter of credit, bank guarantee, and performance guarantee l Bye Laws l Show Cause Notices l Standing Orders l Bond |
| 2 | General principles of Drafting: | Drafting l Conveyancing l Distinction between Drafting, Conveyancing and Contract l General Principles of Drafting all sorts of deeds and conveyancing l Basic Components of Deeds l Important Terms and Conditions in the Agreement l Broad Outlines of deed l Guidelines for use of particular words and phrases for drafting and conveyancing l Use of Appropriate words and expressions l Aids to Clarity and Accuracy l Endorsements l Stamping of the Deeds |
| 3 | Laws relating to Drafting and Conveyancing: | Communication, acceptance and revocation of proposals l Essentials of Contracts l Contingent Contracts l Recovery of specific immovable property l Specific Reliefs l Contracts not specifically enforceable l Declaratory Decrees l Sale l Mortgage l Lease l Licence l Gift l Actionable Claims l Compulsory and Optional registration of Documents l Time and Place of Registration l Effects of Registration and Non-registration of Documents l Adjudication and Payment of Stamp Duty l Law relating to Power of Attorney |
| 4 | Drafting of Agreements, Deeds and Documents: | Deeds of Power of Attorney i.e. General Power of Attorney and Special Power of Attorney l Lease Deed l License Deed l Mortgage Deed l Gift Deed l Sale Deed and Agreement to sell l Alternate Dispute Resolution(ADR) Agreements l Employment Contracts l Settlement Agreements l Drafting of Bye-Laws of Societies l Drafting of Standing Orders l Reply of Show Cause Notices l Notice under Section 138 of the Negotiable Instruments Act l Reply to Legal Notice under Section 138 of Negotiable Instruments Act |
| 5 | Drafting of Commercial Contracts: | Limited Liability Partnership Agreement l Joint Venture and Foreign Collaboration Agreements l Joint Development Rights Agreements l Service Agreements l Dealership Contracts l Distributorship Contracts l Franchise Agreements l Outsourcing Agreements l Non-disclosure Agreements l E-Contracts |
| 6 | Documents under Companies Act, 2013: | Deed of Transfer of Undertakings l Mortgage Deed l Debenture Trust Deed l Share Purchase Agreements l Shareholders Agreements l Underwriting and Brokerage Agreements l Resolutions – Appointment of KMPs, Adoption of Financial Statements, Distribution of Dividend, Corporate Social Responsibility, Inter- corporate Loans, Borrowings and Investment by Company, Approval of Related Party Transactions |
| 7 | Art of Opinion Writing: | l Understanding facts of the case l Application of relevant Legal Provisions to the facts l Research on relevant case Laws l Discussion l Form of Opinion l Opinion writing l Case Study on Opinion writing |
| 8 | Commercial Contract Management: | Negotiation of best commercial and operational terms with vendors l Create, analyze and execute contracts l Contract-related documents and correspondence l Maintenance of contract documents l Compliance with mandatory provisions l Tracking of contracts and extend, renew, and close l Build and maintain relationships with vendors, clients l Control over any charges for services out of the scope of the contract l Actions in case of Breach of Contracts |
| Pleadings and Appearances (30 Marks) | ||
| 9 | Judicial & Administrative framework: | Types of Courts l E-Courts l Types of Tribunals/Quasi-Judicial Bodies l Jurisdiction l Procedures l Reference, Review and Revisions l Applicability of Civil Code on tribunals l Types of Trials l Appellate forums |
| 10 | Pleadings: | History of Pleadings l Meaning of Pleadings l Object of Pleadings l Fundamental Rules of Pleadings l Suits l Suits for temporary and permanent injunctions l Plaint Structure l Description of Parties l Written Statements l Interlocutory Applications l Petitions l Revision Petitions l Execution Petition and Memorandum of Appeal and Revision l Writ Petition l Special Leave Petitions l Affidavit l Drafting of Affidavit in Evidence l Arguments on Preliminary Submissions/Merits l Legal Pleadings and Written Submissions l Applications l Witness l Improper Admission l Rejection l Appeal l Review l Undertakings l Indemnity Bonds l Legal Notices l Response to Legal Notices |
| 11 | Art of Advocacy and Appearances: | Professional Etiquettes l Court Craft l Preparatory Points l Duty towards Court, Client and Opponent l Important Principles of Advocacy l Advocacy Tips l Pre-requisites for entering appearances l Appearance Etiquettes |
| 12 | Applications, Petitions and Appeals under Companies Act, 2013: | NCLT & NCLAT Rules l Appeal to NCLT against notice of refusal to transfer shares l Application to NCLT for direction for calling the AGM and other meetings l Application for Compromise and Arrangements including mergers and amalgamations l Application in case Oppression and Mismanagement l Application for Class Actions l Application for compounding l Adjudication and E-adjudication l Petition for Winding up l Appeals before NCLAT l Case Studies on Mergers & Amalgamations, Oppression and Mismanagement, Class Action, Compounding, winding up |
| 13 | Adjudications and Appeals under SEBI Laws: | Adjudicating Authorities l Process including Show Cause notices, Reply, Personal Hearing l SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules l Penalties l Compounding l Consent Terms l Settlement Proceedings l Appeals to Securities Appellate Tribunal l Constitution and Jurisdiction of Securities Appellate Tribunal(SAT) l Procedure and Powers of SAT l Procedure as per Securities Appellate Tribunal (Procedure) Rules l Adjudication l Appeals l Case Studies on Settlement Proceedings, Insider Trading and Listing Obligation & Disclosure Requirements |
| 14 | Appearance before other Regulatory and Quasi-judicial Authorities: | Appearing before Tribunals/ Quasi-judicial Bodies such as NCLT/SEBI/CCI/TRAI/Tax Authorities l Appearing before Appellate Tribunals and authorities such as RD/SFIO/ NCLAT/ RBI/ED/Stock Exchange/RERA/RERA Appellate Tribunal/IPR Authorities l Case Study on Corporate Insolvency Resolution Process l Case study on combinations under the Competition Act, 2002 |
CS Professional Syllabus - Elective 1 - Paper 1 - CSR AND SOCIAL GOVERNANCE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Corporate Social Responsibility (50 Marks) | ||
| 1 | Corporate Social Responsibility : | Concept of CSR l Principles of CSR l Corporate Social Responsibility : Indian Legislative Framework l Corporate Social Responsibility : An International Perspective |
| 2 | CSR Policy : | CSR & Permissible Activities: A Detailed Study l CSR Policy l CSR Committee |
| 3 | CSR Projects & Implementation Agency : | Identification l Evaluation & Monitoring l Leveraging Technology & IT Tools |
| 4 | Social Impact Assessment & CSR Audit | GST issues & challenges l Accounting and Taxation Aspects l Impact Measurements |
| 5 | Guidelines on CSR : | Guidelines on CSR and Sustainability for Central Public Sector Enterprises (CPSEs) l CSR in Insurance Companies l CSR in Banking Companies |
| 6 | CSR and Sustainable Development Goals : | CSR and Corporate Governance l CSR as Organizational Brand Building l Factors influencing CSR |
| 7 | Impact of CSR : | Interlinkages / impact of CSR on other arms of business l Branding & Value addition l CSR Impact Assessment : Models and Approaches l CSR Impact Assessment Reporting |
| Social Governance (50 Marks) | ||
| 8 | Social Governance: | Introduction l Company’s behaviour regarding social issues includes: Employment equality, Employee health and safety and gender diversity, Product safety concerns and liability, Human rights & its development |
| 9 | Social Stock Exchange : | Eligibility of social enterprises l Registration l Instruments available For-Profit Social Enterprise (FPEs) l Social Impact Funds, Disclosure Requirements l Social Audit |
| 10 | Contribution of Non-Corporate Entities (NCE) in Social Governance: | Importance of NCE in Social Governance & National Development l Types of Non Corporate Entities l Characteristics of Non Corporate Entities l Ownership Structure l Good Governance Initiatives in Local Governments l Regulatory Framework, Registration & Taxation aspects pertaining to Non Corporate Entities l International aspects of Non Corporate Entities |
| 11 | Societies and Trusts : | Introduction l Registration l Procedure for Registration l Rules and Regulations l Society May Make Bye-laws Essential Governance Practices in the Management Committee l Essential Governance Practices in the Meetings of the Governing Council l Amendment or Alteration l Amalgamation or Division of the Society l Dissolution of Society l Registrar of Societies – Powers & Duties l Offences and Penalties l Regulatory Aspect of Trust l Governance Practices in Trust l Doctrine of Cypres l Extinction of a Trust l Revocation of a Trust l State Cooperative Societies |
| 12 | Partnership Firms: | Introduction l Partnership Deed l Classification of Partnership l Partnership Property l Relation of Partners to one another l Rights of Partners l Duties of Partners l Extent of Partners’ Liability l Dissolution of the Firm l Registration of the Firm l Effects of Non-registration l Governance Principle of Partnership Firm l Specific Performance of Partnership Agreement |
| 13 | Model Code for Meetings of Non-Corporate Entities: | Convening a Meeting l Frequency of Meeting l Quorum l Attendance at the Meeting l Chairman l Notice of Meetings l Agenda Item l Adjournment of Meeting l Passing of Resolution by Circulation l Modification or cancellation of resolutions/decisions l Minutes of the Meeting |
| 14 | Financial and Non-financial Reporting of Different non-corporate Entities : | Financial Statements of Non-Corporate Entities l Applicability of accounting standards l Annual Return/Report disclosure requirements by Non-Corporate Entities under different legislations l Audit of Different Non-Corporate Entities |
| 15 | Foreign Funding to Non-Corporate Entities : | Types of Non-Corporate Entities entitle to receive foreign grant/funds l Registration with FCRA Division of the Ministry of Home Affairs l Governance of Association received Foreign funds, Filing of Returns by Non-Corporate Entities received foreign funding |
| 16 | Local Self Governance : | Authority under Gram Panchayat Convening a meeting, Frequency & Quorum for the Meeting of the Gram Panchayat l Minutes of the meeting of the Gram Panchayat l Inspection & Preservation of Minutes. Functions of the Secretary l Governance Practices in the Gram Panchayat l Municipal Corporation & Notified Area Council l Governance Practices in the Corporation/Council |
CS Professional Syllabus - Elective 1 - Paper 2 - INTERNAL AND FORENSIC AUDIT
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Internal Audit (60 Marks) | ||
| 1 | Internal Audit: Introduction & Overview : | Definition,KeyConcept, Purpose,Authority andResponsibility ofInternalAuditing l Internal Auditor vs. External Auditor l Types of Internal Audit l Qualification and Appointment of Internal Auditor l Strategic and Operational Role of Internal Auditor |
| 2 | Practices related to Internal Auditing : | Laws, Standards and Regulations on Internal Auditing - National and International l Internal Auditing Practices l Corporate / Organizational Governance Principles l Code of Ethics |
| 3 | Internal Controls : | Meaning and Definition of Internal Control l Dimensions of Internal Control l Types of Controls (Preventive, detective, input, output) l Internal Control Techniques l Internal Control Frameworks (COSO, Cadbury) l Role of Internal Auditors in Implementation of Internal Controls l Examine the effectiveness and efficiency of internal controls l Fraud Risk Awareness l Risk Management l Recommend controls to prevent and detect fraud and educate to improve the organization's fraud awareness |
| 4 | Internal Audit Engagements and Planning : | Plan Engagements l Supervise Engagement l Communicate Engagement Results l Monitor Engagement Outcomes l Audit Planning and Stages for Internal Audit Planning |
| 5 | Internal Audit Tools and Techniques : | Data Gathering l Data Analysis, Interpretation and Reporting l Documentation / Work Papers l Process Mapping including Flowcharting l Steps in evaluation and its techniques l Use of Sampling Techniques and its tests l Flowcharts and Internal Control Questionnaires l Automation |
| 6 | Internal Audit of Specific Functions : | Internal Audit of Purchase & Inventory Management l Internal Audit of Production and Operations l Internal Audit of Finance and Accounts l Internal Audit of Human Resources l Internal Audit of Sales & Marketing l IT System Audit |
| 7 | Special Points relating to Internal Audit in various entities : | Banking Companies l Insurance Companies l Cooperative Societies l Public Sector Undertakings l Partnership l Shipping Companies l Electric Supply Company l Hotels l Hospital l Others |
| 8 | Reporting under Internal Audit : | Observation Formulation l Report Writing l Monitoring Closure of Issues l CARO - Companies (Auditors Report) Order |
| 9 | Emerging Issues and Challenges : | Financial Accounting and Funding Risks l Business related Challenges l Project Management/ Organizational Change l In-house vs. Outsourcing Audit Assignments l Emerging Issues |
| Forensic Audit (40 Marks) | ||
| 10 | Basic Concepts of Forensic Audit: | Introduction l Need and Objectives of Forensic Audit l Fundamentals of Forensic Audit l What is Fraud l Kinds of Frauds l Forensic Audit vis-a-vis Audit l Modern Day Scenario |
| 11 | Audit and Investigations: | Tools for handling Forensic Audit l Investigation Mechanism l Field Investigations l Methods of Investigations l Red Flags l Green Flags l Financial Statement Analysis |
| 12 | Forensic Audit: Laws and Regulations: | Information Technology and Business Laws l International Laws and Practices l UK Bribery Act l US Foreign Corrupt Practices Act l Indian Laws l ICSI Anti Bribery Code |
| 13 | Forensic Audit and Indian Evidence Law | Finding Facts l Relevant Facts l Admission of Evidence l Methods to Prove Cases |
| 14 | Cyber Forensics | Introduction to Cyber Crime l International Guidance to Cyber Forensics Laws l Digital Forensics and Cyber Laws l Introduction to Data Extraction l Digital Forensics and Cyber Crime l Ethical Hacking l Digital Incident Response l Case Laws: Indian and International |
| 15 | Fraud Detecting Techniques: | EarlyWarningIndicatorsoffraud,Moneylaundering,misconductl GeneralAuditTechniques l Statistical & Mathematical Techniques l Technology Based/ Digital Forensics Techniques l Data mining techniques l Willful defaults and Corporate Insolvency & Bankruptcy – emerging Forensic audit aspects |
CS Professional Syllabus - Elective 1 - Paper 3 - INTELLECTUAL PROPERTY RIGHTS – LAW & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| 1 | Introduction : | Concept of Property vis-à-vis Intellectual Property l Concept of Property and Theories of Property – An Overview l Theories of Intellectual Property Rights l Meaning l Relevance l Business Impact l Protection ofIntellectual Property l Intellectual Property as an Instrument of Development l Need for Protecting Intellectual Property – Policy Consideration – National and International Perspectives l Competing Rationales for Protection of Intellectual Property Rights l Intellectual Property Rights as Human Right l Determining Financial Value of Intellectual Property Rights l Negotiating Payments Terms in Intellectual Property Transaction l Intellectual Property Rights in the Cyber World l Paris Convention l Patent Cooperation Treaty l WTO- TRIPS l Harmonisation of CBD and TRIPs |
| 2 | Types of Intellectual Property : | Origin and Development - An Overview l Copyrights l Trademarks l Patents l Designs l Utility Models l Trade Secrets and Geographical Indications l Bio-Diversity and IPR l Case Studies / Case Laws related to Intellectual Property Rights |
| 3 | Role of International Institutions : | l Introduction to the leading International Instruments concerning Intellectual Property Rights l The Berne Convention - Universal Copyright Convention l The Paris Convention l Patent Co-operation Treaty l TRIPS l The World Intellectual Property Organization (WIPO) and the UNESCO |
| 4 | Indian Patent Law and its Developments: | An Overview l Concept of Patent l Product / Process Patents & Terminology l The Patents Act, 1970 l Amendments to the Patents Act l Patentable Subject Matter l Patentability Criteria l Duration of Patents - Law and Policy Consideration l Elements of Patentability - Novelty and Non Obviousness (Inventive Steps and Industrial Application) l Non - Patentable Subject Matter l Procedure for Filing of Patent Application and types of Applications l Procedure for Opposition l Revocation of Patents l Ownership and Maintenance of Patents l Assignment and licensing of Patents l Working of Patents - Compulsory Licensing l Patent Agent - Qualification and Registration Procedure l Software and Business Method Patenting in India & other Jurisdiction l Patentable Inventions with Special Reference to Biotechnology Products entailing Creation of New Forms of Life l Case Studies / Case Laws related to Patent Laws |
| 5 | Patent Databases & Patent Information System : | Patent Offices in India l Importance of Patent Information in Business Development l Patent search through Internet l Patent Databases |
| 6 | Patent Documentation, Examination and Infringement : | Lab Notebooks/Log Books/Record Books l Methods of Invention Disclosures l Patent Application and its Contents l Writing of the Patent Document l Publication of Patent Applications l Request for Examination l Process for Examination & Prosecution l Reissue & Re-examination l Literal Infringement l Doctrine of Equivalence and Doctrine of Colourable Variation l Contributory Infringement l Defences to Infringement including Experimental Use l Inequitable Conduct l Patent Misuse l Legal Aspects (Act, Rules, and Procedures) |
| 7 | Trademarks : | Introduction to Trademarks l The rationale of protection of trademark as (a) an aspect of commercial and (b) of consumer rights l Definition and concept of Trademarks l Kinds of marks (brand names, logos, signatures, symbols, well known marks, certification marks and service marks) l International Legal Instruments on Trademarks l Indian Trademarks Law (The Trade and Merchandise Marks Act, 1958 and Trademarks Act, 1999) l Non Registrable Trademarks l Procedure for Registration of Trademarks l Opposition Procedure l Procedural Requirements of Protection of Trademarks l Content of the Rights l Exhaustion of Rights l Assignment / Transmission / Licensing of Trademarks l Infringement of Trademarks and Right of Goodwill l Passing off Action l Offences and Penalties l International Conventions - Madrid Protocol l Domain Names – Domain Names and Effects of New Technology (Internet) l WIPO Internet Domain Name Process l Case Studies / Case Laws related to Trade Marks |
| 8 | Copyrights : | Introduction to Copyright - Conceptual Basis l International Protection of Copyright and Related rights - An Overview (International Convention/Treaties on Copyright) l Nature of Copyright l Indian Copyright Law l The Copyright Act, 1957 with its amendments l Copyright works l Author & Ownership of Copyright l Rights Conferred by Copyright l Assignment l Transmission l Licensing of Copyrights l Neighbouring Rights l Infringement of Copyrights l Remedies & Actions for Infringement of Copyrights l Copyright Societies, Office, Board, Registration of Copyrights & Appeals l International Conventions l Copyright pertaining to Software/Internet and other Digital media l Remedies, especially, possibility of Anton Pillar Injunctive Relief in India l Case Studies / Case Laws related to Copyrights |
| 9 | Industrial Designs : | l Need for Protection of Industrial Designs l Subject Matter of Protection and Requirements l What is a Registrable Design l What is not a Design l Novelty & Originality l Procedure for Registration of Designs l Copyright under Design l Assignment l Transmission l Licenses l Procedure for Cancellation of Design l Infringement l Remedies |
| 10 | Geographical Indications : | Concept of Appellations of Origin l Indication of Source and Geographical Indication l International Conventions/Agreements l The Geographical Indications of Goods (Registration and Protection) Act, 1999 l Procedure for Registration l Duration of Protection and Renewal l Infringement, Penalties and Remedies l Case Studies / Case Laws related to Geographical Indication |
| 11 | Layout- Designs of Integrated Circuits : | The Semiconductor Integrated Circuits Layout-Design Act, 2000 l Conditions and Procedure for Registration l Duration and Effect of Registration l Assignment and Transmission |
| 12 | Protection of Trade Secrets : | Meaning of trade secrets l Elements of a trade secret l Best Practices of trade secret protection l Regulatory framework of trade secrets l Case Studies / Case Laws related to Infringement of Protection of Trade Secret |
| 13 | Biological Diversity : | Introduction l Significance of biological diversity l Genetic Diversity l Species Diversity l Ecological Diversity l Biodiversity Agreements l Impact on Human Beings l Case Studies / Case Laws related to Biological Diversity |
| 14 | Protection of Plant Varieties: | Protection of Plant Varieties and Farmers’ Rights Authority/Registry l Registration of Plant Varieties and Essentially Derived Variety l Duration And Effect of Registration And Benefit Sharing l Farmers’ rights & compulsory licence l Case Studies / Case Laws related to Protection of Plant Varieties |
| 15 | Business Concerns in Commercializing Intellectual Property Rights : | Competition and Confidentiality Issues l Antitrust Laws l Assignment of Intellectual Property Rights l Technology Transfer Agreements l Intellectual Property Issues in the Sale of Business l Care & Maintenance of Confidential Information l Legal Auditing of Intellectual Property l Due Diligence of Intellectual Property Rights in a Corporate Transaction l Management and Valuation of Intellectual Property l Case Studies / Case Laws related to Commercialization of Intellectual Property Rights |
CS Professional Syllabus - Elective 1 - Paper 4 - ARTIFICIAL INTELLIGENCE, DATA ANALYTICS AND CYBER SECURITY –
LAWS & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Legal & Compliance Perspective | ||
| 1 | Artificial Intelligence (“AI”) - Introduction and Basics : | Introduction: Meaning and Definition l Emergence of AI in modern IT world l ChatBots and Virtual Assistance: Boon or Bane l Need and Significance for AI in cyberspace l Challenges and Opportunities of AI l AI and Cyber Security l AI vs. Ethics and Morality l AI vs. Law and Compliance l Case Studies |
| 2 | Cyber Security : | Cyber Security l Cyber Security Techniques l Challenges and Restrictions l Cyber Security Policies – National and International l International Convention on Cyberspace l Cyber Security: Legal and Compliance Assessment |
| 3 | Cyber Threats and Cyber Laws : | Introduction l Cyber Threats - Cyber Warfare - Cyber Crime - Cyber Terrorism l Types of Cyber Threats/ Attacks l Cyber Threat Hunting and Digital Forensics l Digital Intellectual Property l Liability of online platforms l Laws applicable to AI and Cyber Laws - Information Technology Act, 2000 l Overview of IT Act, 2000, The important provisions of IT Act, 2000, Positive and negative aspects of IT Act, 2000, Information Technology Rules (IT Rules), Companies Act, 2013, Indian Penal Code, 1860, Cyber security Framework (NCFS), Data Protection and AI: Laws and Regulations |
| 4 | Cyber Crimes and Investigation Procedures : | Computer Forensics and Digital Evidence l Security Audit |
| 5 | Regulatory Framework on AI, Cyber Security and Cyberspace : | E-Governance in India l RBI Regulations governing AI, Cyber Security and Cyberspace l SEBI Regulations governing AI, Cyber Security and Cyberspace l International Principles governing AI, Cyber Security and Cyberspace l Other Applicable Regulatory Framework |
| 6 | Data Analytics and Law : | Introduction to Data Analytics l Introduction to Legal Analytics l Introduction to Machine Learning for Lawyers l Quantitative Legal Prediction vis-à-vis Business of Law l Bias/ Variance, Precision/Recall & Dimensionality l Overfitting, Underfitting, & Cross-Validation l Logistic Regression and Maximum Likelihood l Triple C Theory and Data Assessment l Network Analysis and Law |
| Technological Perspective | ||
| 7 | Computer Hardware and Software : | An Introduction – Computer System Concept, Types, Categories and Emerging Technologies l Components of a Computer System l Primary and Secondary Storage l Computer Storage Capacities l Computer Peripherals – Inputs, Output and Storage Devices l Computer Software: An Introduction l Software Trends l Multi-Programming, Multi-Processing, Time Sharing, Batch Processing l On-Line and Real Time Processing l Application Software |
| 8 | Network Basics and Security : | Intranets l Extranets l Internet l Networking concepts OSI models TCP/IP model l Ports l Secure protocols l Common network attacks l Network Devices Hubs l Bridges Switch l Security Devices l Firewall |
| 9 | Softwares and Software Security | |
| 10 | Database Management : | Data Base Concepts l Data Structure l Data Base Management System l Data Base Files l Data Mining and Warehousing |
| 11 | Data Analytics : | Data Recovery Tools l Data Recovery Procedures and Ethics l Gathering EvidencePrecautions, Preserving and safely handling original media for its admissibility l Document a Chain of Custody and its importance l Complete time line analysis of computer files based on file creation, file modification and file access l Recover Internet Usage Data l Data Protection and Privacy l Recover Swap Files/Temporary Files/Cache Files l Introduction to Encase Forensic Edition, Forensic Toolkit l Use computer forensics software tools to cross validate findings in computer evidence-related cases |
| 12 | Information Systems : | Systems - An Overview l Features and Qualities of Information l Types of Information l Process of Generating Information l Value and Cost of Information l Information Needs a Various Levels of Management l Factors Influencing Information Needs l Information System Activities l Types of Information Systems l Information Systems in Business Management l Recent Trends in Information System |
| 13 | Management Information Systems – An Overview : | Concept, Evolution and Elements l Structure l Computerized MIS l Approaches of MIS l Development l Pre-requisites of an Effective MIS l MIS and Decision Support Systems l MIS and Information Resource Management l Artificial Intelligence and Expert System |
| 14 | Enterprise Resource Management | |
| 15 | Internet and Other Technologies : | Applications of Internet l Internet Protocols l E-Commerce l Nature, Types (B2B, B2C, C2C) l Supply Chain Management l CRM, Electronic Data Interchange (EDI) l Electronic Fund Transfers (EFT) l Digital Currency l Block Chain Technology l Payment Portal l E-Commerce Security – Mobile Commerce l Bluetooth and Wi-Fi |
CS Professional Syllabus - Group 2 - Paper 5 - STRATEGIC MANAGEMENT & CORPORATE FINANCE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Strategic Management (40 Marks) | ||
| 1 | Introduction to Strategic Management : | Basic concepts of corporate strategy and the strategic framework l Strategic Leadership l Functions and Importance for Professionals like Company Secretaries l Board of Directors and Corporate Social Responsibility l Corporate Governance code and laws |
| 2 | Analyzing the External and Internal Environment: | Overview-Meaning & Process l Environmental Influences of Business Characteristics and Components of Business Environment l External Environmental analysis l Internal Corporate analysis l Factors of Micro & Macro Environment of Business Competitive Environment l Porter’s Five Force Model |
| 3 | Business Policy and Formulation of Functional Strategy: | Introduction to Business Policy l Strategic Decision Model l Aligning the Vision, Mission l Objectives and Goals l Strategic Levels of the Organization l Formulation of Functional Strategy-Formulation of Financial, Marketing, Production, Human Resource and Logistics strategies |
| 4 | Strategic Analysis and Planning: | Situational Analysis l Strategic Choices-SWOT and TOWS Analysis l PERT (Programme Evaluation Review Technique) and CPM (Critical Path Method), Portfolio analysis-Boston Consulting Group (BCG) growth-share Matrix, Ansoff’s Product Growth Matrix, ADL Matrix and General Electric (GE) Model l Strategic Planning l Strategic Alternatives - Glueck and Jauch and Michael Porter’s Generic Strategies |
| 5 | Competitive Positioning : | Business level competitive strategies l Cost leadership strategy l Differentiation strategy l Issues in Strategy Implementation l Strategic enablers, Strategic risk and related issues l Strategic Leadership and its forms l Establish a strategic mind-set to diagnose problems and make recommendations l E-Business and Strategy |
| 6 | Managing the Multi-Business firm and Analyzing Strategic Edge | Case Studies from the Indian context to establish a strategic mindset to diagnose problems and make recommendations |
| Corporate Finance (60 Marks) | ||
| 7 | Sources of Corporate Funding: | Equity Shares l Preference Shares, l Venture Capital l Alternative Investment Funds, l Angel Funds l Debentures l Bonds l Loan from financial institutions l Foreign Funding l Foreign Direct Investment (FDI) & Foreign Institutional Investment (FII) l External Commercial Borrowings (ECB) l Private Equity l Securitization |
| 8 | Raising of Funds from Equity and Procedural aspects: | (a) Public Funding l Initial Public Offer (IPO) l Further Public Offer (FPO) l Preferential Allotment l Private Placement l Qualified Institutional Placement l Institutional Private Placement l Offer for Sale l Rights Issue l Fast Track Issue l Green Shoe Option (b) Sources of Funds for Mega projects l Real Estate Investment Trust (REIT) l Infrastructure Investment Trust (InvIT) (c) Private funding l Venture Capital l Alternative Investment Fund l Angel Funds l Seed Funding l Private Equity (d) Non Fund based l Bonus issue l Sweat Equity l ESOP (e) An overview on Listing and Issuance of Securities in International Financial Services Centre |
| 9 | Raising of Funds from Debt and Procedural aspects: | (a) Indian Fund Based l Debentures l Non-Convertible Securities l Public Deposits l Bonds l Bank Finance l Promoter Funding l Working Capital Finance – Overdrafts l Cash Credits Bill Discounting l Factoring l NBFCs Funding (b) Indian Non Fund Based l Letter of Credit l Bank Guarantee l Stand by Letter of Credit etc. |
| 10 | Foreign Funding–Institutions: | l International Finance Corporation (IFC) l Asian Development Bank (ADB) l International Monetary Fund (IMF) l World Bank |
| 11 | Foreign Funding–Instruments, laws and Procedures: | External Commercial Borrowing (ECB) l American Depository Receipt (ADR)/Global Depository Receipt (GDR) l Foreign Currency Convertible Bonds (FCCB) l Foreign Currency Exchangeable Bonds (FCEB) |
| 12 | Role of Intermediaries in fund raising: | Investment Advisor l Merchant Banker l Portfolio Manager and Role of Company Secretary |
| 13 | Project Evaluation: | Factors affecting the cost of project l Project appraisal through feasibility and Due Diligence (Technical, Financial, and Legal) l Project viability and research on innovation l Regulatory Authorities/ agencies l Risk Assessment and mitigation l Credit Risk Management in Project Finance, Preparation of detailed project report |
CS Professional Syllabus - Group 2 - Paper 6 - CORPORATE RESTRUCTURING, VALUATION AND INSOLVENCY
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Corporate Restructuring (40 Marks) | ||
| 1 | Types of Corporate Restructuring: | Key definitions, Compromises, Arrangements, Mergers & Amalgamations l Demergers & Slump Sale, Business Sale l Joint Venture, Strategic Alliance, Reverse Merger l Disinvestment l Financial Restructuring (Buy-back, Alteration & Reduction) |
| 2 | Acquisition of Company/ Business: | Acquisition of Company l Takeover of Listed Companies : Legal Framework, Process & Compliances |
| 3 | Planning & Strategy: | Case Studies pertaining to Merger, Amalgamation, Restructuring l Studies of Judicial pronouncements l Planning relating to acquisitions & takeovers l Protection of minority interest l Succession Planning l Managing Family Holdings through Trust |
| 4 | Process of M&A transactions: | Key Concepts of M&A l Law & Procedure l M&A Due Diligence l M&A Valuation l M&A Structure finalization l Post transaction integration |
| 5 | Documentation–Merger & Amalgamation: | Drafting of Scheme l Drafting of Notice and Explanatory Statement l Drafting of Application & Petition |
| 6 | Accounting in Corporate Restructuring: Concept and Accounting Treatment: | Methods of Accounting for Amalgamations - AS-14/ IndAS 103 l Treatment of Reserves, Goodwill l Pre-Acquisition & Post- Acquisition Profit l Accounting in Books of Transferor and Transferee l Merger and De-Merger l Acquisition of Business and Internal Reconstruction |
| 7 | Taxation & Stamp Duty aspects of Corporate Restructuring: | Capital Gain l Set-off and carry forward under Income Tax Act l Deemed Dividend l Payment of Stamp Duty on scheme, payment of stamp duty on movable and immovable properties |
| 8 | Regulation of Combinations: | Regulation of combinations under the Competition Act l Kinds of combinations l Exempted combinations l Concept of relevant market and its importance l Determination of combinations and any appreciable adverse effect l Role of CCI |
| 9 | Regulatory Approvals of Scheme: | From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL, Sector Regulators such as IRDA, TRAI, etc. |
| 10 | Fast Track Mergers: | Small companies l Holding and wholly owned companies |
| 11 | Cross Border Mergers | |
| Valuation (20 Marks) | ||
| 12 | Overview of Business Valuation: | Genesis of Valuation l Need for Valuation l Hindrances/ Bottlenecks in Valuation l Business Valuation Approaches l Principles of Valuation (Cost, Price and Value) |
| 13 | Valuation of Business and Assets for Corporate Restructuring: | Type of Valuations l Valuation Principles & Techniques for Merger l Amalgamation, Slump Sale, Demerger l Principles & Techniques of Reporting l Relative Valuation and Swap Ratio |
| Insolvency, Liquidation & Winding Up (40 Marks) | ||
| 14 | Insolvency: | Historical Background l Pillars of IBC, 2016 [IBBI, IPA, IP, AA, IU] l Key Definitions and Concepts l Insolvency Initiation/Resolution under sections 7, 8 and 10 |
| 15 | Application for Corporate Insolvency Resolution Process: | Legal Provisions l Procedure, Documentation l Appearance, Approval |
| 16 | Role, Functions and Duties of IP/ IRP/ RP: | Public announcement l Management of affairs and operations of company as a going concern l Raising of Interim Finance l Preparation of Information Memorandum |
| 17 | Resolution Strategies: | Restructuring of Equity & Debt l Compromise & Arrangement l Acquisition, Takeover & Change of Management l Sale of Assets |
| 18 | Convening and Conduct of Meetings of Committee of Creditors: | Constitution of Committee of Creditors l Procedural aspects for meeting of creditors |
| 19 | Preparation & Approval of Resolution Plan: | Contents of resolution plan l Submission of resolution plan l Approval of resolution plan |
| 20 | Pre-Packaged Insolvency Resolution Process: | Governing Framework l Eligibility for PPIRP l Approval of Resolution Plan l Closure of PPIRP |
| 21 | Cross Border Insolvency: | International Perspective and Global Developments l UNCITRAL Legislative Guide on Insolvency Laws l US Bankruptcy Code, Chapter 11 reorganization l Enabling provisions for cross border transactions under IBC |
| 22 | Liquidation on or after failing of Resolution Plan: | Initiation of Liquidation l Distribution of assets l Dissolution of corporate debtor |
| 23 | Voluntary Liquidation: | Procedure for Voluntary Liquidation l Powers and duties of the Liquidator l Completion of Liquidation |
| 24 | Debt Recovery & SARFAESI: | Non-Performing Assets l Asset Reconstruction Company l Security Interest (Enforcement) Rules, 2002 l Evaluation of various options available to bank viz. SARFASEI, DRT, Insolvency Proceedings l Application to the Tribunal/Appellate Tribunal |
| 25 | Winding-up by Tribunal under the Companies Act, 2013: | Procedure of Winding-up by Tribunal l Powers and Duties of the Company Liquidator l Fraudulent preferences |
| 26 | Strike Off and Restoration of Name of the Company and LLP: | Ways of striking off of companies l Strike Off by ROC Suo-Motu l Strike Off by Way of Filing an Application by the Company l Procedure of striking off of the name of the company by way of an application to ROC l Restoration of the company l Appeal to NCLT for restoration of the name of the company l Restoration of the LLP |
CS Professional Syllabus - Elective 2 - Paper 1 - ARBITRATION, MEDIATION & CONCILIATION
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Arbitration & Conciliation (70 Marks) | ||
| 1 | Arbitration: An Introduction : | History of Arbitration along with all amendments l Structure of Arbitration & Conciliation Act (A&C Act) l How is arbitration different from other modes of dispute resolutions? l Features and advantages of Arbitration l Types of Arbitration (Institutional vs. Ad Hoc) l General Principles of Arbitration (introduction to process of arbitration) l Other pertinent statutes such as Limitation Act, Interest Act |
| 2 | Commercial Transactions : | Introduction and Practical Aspects of Contract Law l Types of Contracts and Concepts related to Negotiation and Conciliation l Modes of Discharging Contract l Critical Clauses l Breach of Contract: Related Provisions l Damages under Contract Law l Drafting of Commercial Contracts and Other Documents |
| 3 | Arbitration Agreement/Clauses and related concepts : | Arbitration Agreement l Scope of Arbitration Clause l Seat, Venue, Choice of Arbitrator, Language, applicable rules, fees, timelines, qualification of arbitrators, prior mechanisms, l Choice of Law (Procedural, Substantive and governing law of arbitration agreement) l Post Contract Arbitration agreement l Arb-Med-Arb clauses |
| 4 | Arbitration Institution : | National & International Institutions l Bye laws of the Institutions l Incorporation/ Establishment of Arbitration Centre |
| 5 | Arbitration Procedure : | Invoking Arbitration and Notice to parties l Finalisation on name of Arbitrators mutually l Finalisation on name of Arbitrators by court l Filling of Pleadings l Fixation of Issues l Witnesses and Evidence l Interim reliefs l Final Arguments l Award |
| 6 | Appointment of Arbitrator and Other Aspects : | Common methods to appoint a sole arbitrator/ arbitral tribunal: As per arbitration clause by mutual agreement of parties or by approaching the court under section 11 of A&C Act. l What if parties don’t operate as per contract? l Appointment in case of Institutional Arbitration l Challenging the Arbitrator’s appointment l Selection and Appointment of Arbitrators from the Point of View of the Parties l Powers, Duties and Role of Arbitrators l Grounds for conflict under Arbitration and Conciliation Act, 1996 l Where to file the petition - Pre and Post 2015-Amendment l Waiver of rights to object l Arbitration Tribunal and Jurisdiction Issues l Kompetenz Kompetenz principle |
| 7 | Pleadings : | Statement of Claim l Statement of Defense l Counter Claim |
| 8 | Arbitral Proceedings and Evidence in Arbitration : | Part A: Statement of Claim, Defense and Rejoinders l Oral hearings, Documentary Evidence and Written Proceedings l Drafting of the above important submissions. l Importance of leading evidence l Affidavit of Admission/Denial by Parties l Criteria for identification of witnesses - expertise, key personnel, credibility and credential, non-signatories l Number of witnesses l Exclusion of oral hearings and fasttrack arbitration Part B : Evidence by affidavit l What facts need to be led through affidavit l Drafting of Affidavit l Case Study on preparation of documents for Arbitral Proceedings |
| 9 | Preparation and Execution of Arbitral Award : | Essential ingredients of an Award l Domestic v. Foreign Awards l Drafting of Execution Petition l Types of Award l Award of Arbitration and Enforcement of Arbitral Awards l Drafting of Arbitration Awards l Case Study on Execution of Domestic Award/Foreign Award |
| 10 | Challenge to Award : | Time period of challenge l Grounds of challenge l Power of court to modify the award l Drafting of Petition for setting aside an arbitral award l Case Study on challenging Awards |
| 11 | Appeals : | Orders against which appeal can be filed l Appeal against refusal to refer parties to arbitration l Appeal against interim relief granted by the court l Appeal against interim award of the tribunal l Appeal against refusal to set aside an arbitral award l Case Study on Appeal against Award |
| 12 | Fast Track and virtual Arbitration : | What, Why and How - Fast Track Arbitration l Required Documents and Drafting l Steps and Procedure in Virtual Arbitration l Case Studies Related to Fast Track Arbitration |
| 13 | Arbitration under Investors' Grievances Redressal Mechanism of Stock Exchanges : | Introduction l Investors' Grievances Redressal Mechanism l Arbitration Proceedings under the mechanism l Procedure l Regulatory Actions l Surveillance Actions l Case Studies on Arbitration under Stock Exchange Grievance Redressal Mechanism |
| 14 | Conceptual Framework of International Commercial Arbitration : | Domestic v. International Arbitration – from the A&C Act’s purview l Role of Private International Law in Indian Council of Arbitration l International Commercial Arbitration l The role of national courts in the international arbitration process l The evaluation of international arbitral institutions and their rules l The drafting of an international arbitration clause and submission agreement l Consideration of arbitration as a dispute resolution process in the domain of international trade l International Experience in Online Dispute Resolution: Government Run Online Dispute Resolution (ODR) Platform, Court Run ODR Platform, Private Run ODR Platform l Procedure adopted by ODR in Brazil, South Korea, Hongkong, China, UK, USA l Singapore International Arbitration Centre l International Centre for Settlement of Investment Disputes (ICSID) arbitrations and current issues in international commercial arbitration (e.g. confidentiality and consolidation) l London Court of International Arbitration |
| 15 | International Law of Arbitration : | Law and practice of international commercial arbitration l UNCITRAL Arbitration Act/ Rules l CIArb- UK Model rules on International Arbitration l Model Laws on International Commercial Arbitration l Asia Pacific Centre for Arbitration & mediation (APCAM) Rules and accreditation system and International Arbitration l The International Bar Association (IBA) Rules on conflict of Interest l International Chamber of Commerce (ICC) Rules on International Commercial Arbitration l New York Convention l Geneva Convention l UN Convention on Recognition and Enforcement of Foreign Arbitral Awards l Case Study on International Commercial Arbitration |
| 16 | Emerging Aspects : | Role of Company Secretaries and Related Provisions l Arbitration Vs. Insolvency and Bankruptcy Code: A Comparative Study l Future of Indian Arbitration: Prospects and Challenges l Online Dispute Resolution l Important Case Laws and Recent Amendments |
| 17 | Introduction of Conciliation : | Introduction l Important Definitions l Nature and Modes of Conciliation l Law Relating to Conciliation |
| 18 | Conciliation Proceedings : | Process of conciliation l Procedural Aspects l Appointment, Roles and Responsibilities l Drafting terms of settlement under Conciliation l Settlement Agreement l Status and effect thereof l Drafting of Conciliation Clause/Agreement l Sections 61 to 81 A&C Act l Case Study on Domestic Conciliation |
| 19 | Conciliation for Micro Small and Medium Enterprises : | Importance of conciliation for MSME l Conciliation procedure l Case Study on Conciliation under MSME |
| 20 | International Perspective : | Comparative Study of Conciliation l International Rules on Conciliation l Case Study on International Conciliation |
| Mediation (30 Marks) | ||
| 21 | Mediation : An Introduction : | Basics of Mediation l Socio-Philosophical Roots of Mediation l Pre litigation Mediation l Adhoc and Institutional Mediation l Private and Court Referred Mediation l Understanding of Conflicts and their resolutions |
| 22 | Negotiation Skills and Communication : | Specific Negotiations l Importance of Dialogue l Negotiation Techniques l Communication in Mediation and Negotiation l Interest v Position (Iceberg Concept) |
| 23 | Process of Mediation : | Legal Status of Mediation l Models of mediation - rights based - interest based - facilitative - evaluative - settlement oriented - therapeutic - transformative and other models l Theory of mediation l Process of mediation l Role Play and assimilation l Drafting Mediation clause / Agreement |
| 24 | Various Modes and scope of Mediation : | Types of Mediation including Civil and Commercial Mediation l Court Annexed and Private Mediation l Employment mediation l Online Mediation and use of Artificial Intelligence l Observational and Reflective Practice l Stages of Mediation l Role of a Mediator l Mediation Clauses in Commercial Agreement l Overview of Corporate & Commercial Negotiations l Stages of Mediation l Mediation checklist l Initiation l Mediation Confidentiality and Neutrality l Mediated settlement agreement |
| 25 | Role of Mediation in other ADR domains : | Arbitration l Commercial Courts Act l Conciliation proceedings |
| 26 | Emerging aspects : | Mediation Bill and upcoming Law l Mediation under various statutes |
| 27 | Rules relating to mediation : | Rules made by High Courts and Supreme Courts l Practices and Rules of Institutional Mediation l Case Study on Domestic Mediation |
| 28 | International aspects : | United Nations Convention on International Settlement Agreements Resulting from Mediation l Singapore Convention on Mediation l International Negotiations and Diplomacy l Influence and Importance of Culture l World Culture vis a vis Organizational Culture l International Rules l Singapore Mediation settlement agreement l Case Studies on International Mediation |
CS Professional Syllabus - Elective 2 - Paper 2 - GOODS AND SERVICES TAX (GST) & CORPORATE TAX PLANNING
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Goods and Services Tax ‘GST’ (70 Marks) | ||
| 1 | Overview on Goods and Services Tax ‘GST’: | Introduction l Constitutional Aspects & Administration l GST Models l Basics about CGST, SGST, IGST, UTGST and GST Compensation to States l Exemptions from GST |
| 2 | Supply under GST: | Levy and Collection of CGST and IGST l Deemed Supply l Composite and Mixed Supply l Inter-State Supply l Intra-State Supply and Supplies in Territorial Waters l Composition Scheme l Pure Agent l Forward Charge Mechanism and Reverse Charge Mechanism |
| 3 | Time of Supply: | Classification of Goods and Services under GST l Rules of Interpretation l Time of Supply of Goods l Time of Supply of Services |
| 4 | Value of Supply: | Rules for Determination of Value of Supply l Applicability of Valuation Rules l Import and Export of Goods and Services under GST l Zero Rated Supply l Difference between Exempt Supply and Zero Rated Supply |
| 5 | Input Tax Credit & Computation of GST Liability: | Input tax credit l Job Work l Job Work Procedure l Computation of GST liability |
| 6 | Procedural Compliance under GST: | Registration l Tax Invoice, Debit & Credit Notes l Accounts and Records l Electronic Way Bill l Electronic Invoicing, l Payment of Tax l TDS l TCS l Returns & Refund l Valuation |
| 7 | Assessment, Audit, Scrutiny, Demand and Recovery, Advance Ruling, Appeals and Revision: | Assessment l Audit by Registered Dealer l Audit by Tax Authorities l Special Audit l Demand and Recovery l Time Limit for Issue of Notice l General Provisions Relating to Determination of Tax l Recovery of Tax l Advance Ruling l Appeals and Revision |
| 8 | Inspection, Search, Seizure, Offences & Penalties: | Inspection, Search, Seizure & Arrest l Power of Inspection, Search and Seizure l Inspection of Goods in Movement l Arrest Provision under GST l Particulars of Search Authorization (Warrant)l Period for Retention of Documents or Books l Procedure for Releasing the Seized Goods l Seizure of Perishable and Hazardous Nature Goods |
| 9 | Compliance Rating, Anti-Profiteering, GST Practitioners, Authorised Representative: | GST Compliance Rating l National Anti-Profiteering Authority l GST practitioners l Functions of GST Practitioners l Appearance by the Authorized Representative |
| Corporate Tax Planning (30 Marks) | ||
| 10 | Corporate Tax Planning: | An Introduction l Concepts & Objectives l Types of Tax Planning l Corporate Tax Planning l Tax Avoidance l Tax Evasion l Tax Management. |
| 11 | Tax Planning and Nature of Business | Deductions in respect of Investment in Specified Business l Deduction in respect of profits and Gains of enterprise engaged in Specified Business l Tax incentives for start-ups l Tax Incentives to Exporters. |
| 12 | Tax Planning and Location of Business: | Tax Provisions in respect of Free Trade Zone / Special Economic Zone l Tax Provisions in respect of Infrastructure Development l Tax Provisions in respect of Investment in notified Backward Areas |
| 13 | Tax Planning and Managerial Decisions: | Tax Planning with respect to own or Lease Decision l Make or Buy Decisions, Shut-down or Continue Decision l Sale of Assets used for Scientific Research l Capital Structure & Dividend Policy l Inter-Corporate Dividends and Bonus Shares |
| 14 | Tax Planning and Business Restructuring: | Amalgamation l Foreign Collaboration l Demerger including Slump Sale |
CS Professional Syllabus - Elective 2 - Paper 3 - LABOUR LAWS & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| 1 | Constitution and Labour Laws: | Fundamental rights vis-à-vis labour laws, Equality before law and its application in Labour Laws l Equal pay for equal work l Article 16 and reservation policies, Articles 19, 21, 23 and 24 and its implications |
| 2 | International Labour Organization: | Aims and objects l Cooperation between Governments and Employers’ and workers’ organizations in fostering social and economic progress l Setting labour standards l developing policies and devising programmes to promote decent work |
| 3 | Law of Welfare & Working Condition: | The Factories Act, 1948 l Contract Labour (Regulation and Abolition) Act, 1970 l The Building and Other Constructions Workers’ (Regulation of Employment and Conditions of Service) Act, 1996 l The Mines Act, 1952 l The Working Journalists and Other Newspapers Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955 l The Weekly Holidays Act, 1942 l Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 l The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986 |
| 4 | Law of Industrial Relations: | Industrial Disputes Act, 1947 l The Industrial Employment (Standing Orders) Act, 1946 l Indian Trade Union Act, 1926 |
| 5 | Law of Wages: | Payment of Wages Act, 1936 l Minimum Wages Act, 1948 l Payment of Bonus Act, 1965 l Equal Remuneration Act, 1976 |
| 6 | Social Security Legislations: | Employees’ Compensation Act, 1923 l Equal Remuneration Act, 1976 l Employees’ State Insurance Act, 1948 l Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 l Payment of Gratuity Act, 1972 l Maternity Benefit Act, 1961 l The Unorganized Workers’ Social Security Act, 2008 |
| 7 | The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988 |
|
| 8 | Introduction of Labour Codes: | Labour Code on Wages l Labour Code on Industrial Relations l Labour Code on Social Security & Welfare l Labour Code on Safety & Working Conditions |
| 9 | Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts | |
CS Professional Syllabus - Elective 2 - Paper 4 - BANKING & INSURANCE - LAWS & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| Banking Laws (50 Marks) | ||
| 1 | Overview of Indian Banking System: | Indian Banking System – Evolution l Reserve Bank of India and its role l Structure of Banks in India l Other Financial Institutions in India |
| 2 | Regulatory Framework of Banks: | Legislations applicable to Banking Sector in India l Salient features of legislations applicable to Banking Sector in India |
| 3 | Control over Organization of Banks : | Powers of Reserve Bank of India l Licensing of Banking Companies l Shareholding in Banking Companies l Subsidiaries of Banking Companies l Board of Directors of Banking Companies - Restrictions on Employment l Control over Management l Governance Practices in Banking Companies |
| 4 | Banking Operations : | Transactions in Banks l Know Your Customers (KYC) Documents l Verification and authentication of documents for KYC l Operational aspects in regard to opening of all types of accounts l Scrutiny of loan applications / documents l Operational Aspects of CBS Environment l Back office operations in banks l Handling of unreconciled entries in banks |
| 5 | Digital Banking : | Digital Banking l Components and architecture of CBS l Core Business Processes Flow and relevant risks l Controls Reporting System and MIS Data Analytics and Business Intelligence l Overview of Banking services and IT related risk and controls |
| 6 | Payment and Collection of Cheques and Other Negotiable Instruments (NI) : | Salient features of Negotiable Instruments Act l Role & Duties of Paying & Collecting Banks l Endorsements l Forged Instruments l Bouncing of Cheques l Return of Cheques l Cheque Truncation System (CTS) |
| 7 | Various Government Schemes : | Pradhan Mantri Jan DhanYojana (PMJDY) l Sukanya Samriddhi Yojana l MUDRA Bank Yojana l Pradhan Mantri Jeevan Jyoti Beema Yojana (PMJJBY) l Pradhan Mantri Suraksha Bima Yojana (PMSBY) l Atal Pension Scheme l Other Government Scheme |
| 8 | Consumer Protection : | Operational Aspects of Consumer Protection Act l Banking Ombudsman Schemes |
| 9 | Advances, Securities and Documentation : | Types of Borrowers l Types of Fund Based Credit Facilities l Types of Non Fund Based Credit Facilities l Credit Score Authenticity l Information Utility (IU) l Types of Securities l Types of Charges l Types of Documents l Stamping l Limitation l Securitisation |
| 10 | Calculation of Interest and Annuities : | Fixed and Floating Interest Rates l Calculation of Simple Interest & Compound Interest l Calculation of Equated Monthly Instalments l Calculation of Annuities l Interest Calculation using Products / Balances l Amortisation of Debt l Sinking Funds |
| 11 | Performing & Non Performing Assets : | Classification of Bank Assets l Income Recognition Norms l Provisioning Norms l Corporate Debt Restructuring (CDR) l Asset Reconstruction Companies (ARCs) |
| 12 | Analysis of Financial Statements of Banks : | Analysis of Financial Statements of Banks l Disclosure Requirements of Banks l Additional Disclosures prescribed by Reserve Bank of India (RBI) |
| 13 | Risk Management in Banks and Basel Accords : | Introduction to Risk Management l Types of Risks in Banking Sector l Reporting of Banking Risks l Risk Adjusted Performance Evaluation Basel- I, II & III Accords l Risk Weighted Assets l Role of RBI in Risk Management in bank l Risk Based Internal Audit in Banks (RBIA) |
| Insurance Laws (50 Marks) | ||
| 14 | Concept of Insurance: | Introduction l Evolution of Insurance in India l Principles of Insurance l Purpose and Need of Insurance l Insurance as a social security tool l Insurance Markets l Insurance Customers l Insurance Contracts l Broad categories of Insurance – Life Insurance, General Insurance, Health Insurance, Specialized Insurance l Indemnity based Insurance and Benefit based Insurance l Role of Insurance in Economic Development |
| 15 | Regulatory Framework in Insurance: | Insurance Act, 1938 - Registration of Insurance Companies l FDI and FEMA provisions pertaining to Insurance Sector l Registration of Re-insurance Companies l Requirement of Solvency Margin l Appointment of MD/WTD/CEO l Rural & Social Obligations of Insurer l Advance receipt of Premium l Prohibition on Rebates l Restriction on the common directorship l IRDAI Act, 1999 – Constitution l Role & Powers of IRDAI |
| 16 | Life Insurance: | Life Insurance Organization l Premiums and Bonuses l Plan of Life Insurance l Annuities l Group Insurance l Linked Life insurance policies l Policy Documents l Premium Payment l Policy Lapse and Revival l Assignment l Nomination and Surrender of Policy l Policy Claims l Life Insurance Underwriting |
| 17 | General and Health Insurance: | (a) General Insurance l Introduction to General Insurance l Various sub-classes of General Insurance- Fire & Property, Marine, Miscellaneous – Motor, Health, Personal Accident, Travel, Agriculture & Crop, Aviation, Engineering, Liability l Workmen Compensation l Professional Indemnity l Directors & Officers Liability l Other miscellaneous lines of business l Policy Documents and Forms l Underwriting l Ratings and Premiums l Claims under General Insurance (b) Health Insurance l Introduction of Health Insurance and Health system in India l Health Financing in India l Health Insurance Products l Health Insurance Underwriting l Health Insurance Policy Forms and Clauses Health Insurance Pricing and Reserving l Customer Service in Health Insurance |
| 18 | Functions in Insurance & Compliance related thereto: (Part – I) | Appointment & Role of Appointed Actuary l Product Pricing l Reserving l Product Review l Actuarial Valuations l Review of Financial Condition/ Economic condition Product Design & Filings l File & Use and Use & File l Product Filing Guidelines Underwriting l Risk selection l Risk Tolerance l Rating l Pricing l Loading & Discounts |
| 19 | Functions in Insurance & Compliance related thereto: (Part – II) | Marketing & Distribution Channels of Insurance Products: l Individual Agency l Corporate Agency l Insurance Brokers l POSP (Point of Sales Person) l Web Aggregator l Common Public Service Centres (CPSC) l Insurance Marketing Firm l Motor Insurance Service Providers (MISPs) l E-commerce Platform l Ceiling of Commission l Remuneration & Rewards to Insurance Agents & Intermediaries Other Insurance Participants: l Network Hospitals l Third Party Service Providers (TPA) l Surveyors and Loss Assessors l Forensic Investigators l Pre-Inspection Agencies l Insurance Repositories Claims & Customer Services, Grievance Management l Protection of Policyholders’ Interest l Grievance Management l Claim Settlement Process l Reporting l Management of Unclaimed Amount of Policyholders l Advertisements l Ombudsman Rules l Consumer Forums |
| 20 | Functions in Insurance & Compliance related thereto: (Part – III) | Investments: l IRDAI Regulations on Investments l Classification of Investment categories l Investment of Assets of Insurers carrying life insurance business l Investment of Assets of Insurers carrying General insurance business l Decision making for Investment of Funds l Investments Brokers Role l Investing in Capital Markets l Stewardship Codes Accounting : l IRDAI Regulations on preparation of Financial Statements l Analysing the Financial Statement l Accounting of Direct, Re-insurance, Co-Insurance and Investment Transactions l Expense of Management l Reserving techniques (UPR, PDR, IBNR & IBNER) IT, Cyber security & Data Protection Compliances |
| 21 | Functions in Insurance & Compliance related thereto: (Part – IV) | Risk Management: lVarious types of risks in Insurance Companies and managing the same (like market risk, product risk, investment risk, liquidity risk) l Role of Risk Management Committee l Business Continuity Procedures l Risk Governance Re-Insurance: l Concepts l Reinsurance Markets l Types of Re-insurance Arrangementsobligatory l quota share l treaty and facultative l Proportional and non-proportional l Designing and framing of Reinsurance programme l Placements of reinsurance covers – treaty and facultative Coinsurance |
| 22 | Functions in Insurance & Compliance related thereto: (Part – V) | Corporate Governance: IRDAI regulations on Corporate Governance l Role and responsibilities of the Board of Directors, Independent Directors l Delegation of functions to various Committees of Board, Audit Committee, Nomination & Remuneration Committee, Investment Committee, Risk Management Committee, Policyholders, Protection Committee, CSR Committee, other Non-Mandatory Committees l KMPs & their roles & responsibilities l Audit & Auditors l Compliance management l Whistle Blower Policy Compliance Management, Regulatory Filings/ Reporting/ disclosures and other Compliances l Compliance Management Framework l Role of Compliance Officer l Regulatory Filings/ Reporting & Disclosures - BAP Reporting l GIC/ LC and IIB Reporting Other Compliances: l AML/ PMLA Compliance l Place of Business l Outsourcing Regulations |
| 23 | Inspection, Investigation, Penalty & Appellate Procedure: | Power of Investigation and Inspection by IRDAI l Penalty for Default in complying with or act in contravention of the Insurance Act l Power of Court to Grant Relief l Cognizance of Offence l Appellate Provisions-Appeal to Securities Appellate Tribunal |
| 24 | Professional Opportunities: | As Company Secretaries and Compliance Officers l As Independent Directors l As Governance Risk professionals l As Corporate Governance professionals and advisors As Secretarial Auditors l As advisors for various compliances of Companies Act, Insurance laws, IRDAI Regulations, SEBI Regulations, Other legislations l As arbitrators l As surveyors l As agents and marketing professionals l As valuation experts l As legal advisors l CSR Professional l Policy Development and Drafting l Trainer to Agents/ Employees l Principal Officer under AML Laws l Principal Officer of IMF/ CA/ Brokers/ Web Aggregators |
CS Professional Syllabus - Elective 2 - Paper 5 - INSOLVENCY AND BANKRUPTCY – LAW & PRACTICE
| Sr no | Topic | Sub-Topics |
|---|---|---|
| 1 | Introduction to Insolvency and Bankruptcy Code: | Concepts and Evolution; Historical Background l Report of the Bankruptcy Law Reforms Committee, Need for the Insolvency and Bankruptcy Code, 2016 l Overall scheme of the Insolvency and Bankruptcy Code l Important Definitions l Institutions under Insolvency and Bankruptcy Code, 2016 |
| 2 | Corporate Insolvency Resolution Process: | Legal Provisions l Contents of Resolution Plan l Submission of Resolution Plan l Approval of Resolution Plan l Committee of Creditors l Procedure l Documentation l Appearance l Approval |
| 3 | Resolution Strategies: | Restructuring of Equity and Debt l Compromise and Arrangement l Acquisition l Takeover and Change of Management l Sale of Assets |
| 4 | Fast Track Corporation Insolvency Resolution Process: | Applicability for Fast Track Process l Time Period for Completion of Fast Track Process l Procedure for Fast Track Process |
| 5 | Liquidation of Corporate Person: | Initiation of Liquidation l Powers and Duties of Liquidator l Liquidation Estate l Distribution of Assets l Dissolution of Corporate Debtor |
| 6 | Voluntary Liquidation of Companies: | Procedure for Voluntary Liquidation l Initiation of Liquidation l Effect of Liquidation l Appointment l Remuneration l Powers and Duties of Liquidator l Completion of Liquidation |
| 7 | Adjudication and Appeals for Corporate Persons: | Adjudicating Authority in relation to Insolvency Resolution and Liquidation for Corporate Persons l Jurisdiction of NCLT l Grounds for Appeal against Order of Liquidation l Appeal to Supreme Court on Question of Law l Penalty of Carrying on Business Fraudulently to Defraud Traders |
| 8 | Pre-Packaged Insolvency Resolution Process: | Governing Framework l Eligibility for PPIRP l Approval of Resolution Plan l Closure of PPIRP |
| 9 | Debt Recovery and Securitization: | Non-performing Assets l Asset Reconstruction Companies [ARC] l Security Interest (Enforcement) Rules, 2002 l Options available with Banks e.g. SARFAESI, DRT, etc. l Application to the Tribunal/Appellate Tribunal |
| 10 | Winding-Up by Tribunal: | Introduction l Is Winding up and Dissolution Synonymous? l Winding up under the Companies Act, 2013 l Powers of the Tribunal Fraudulent Preferences. |
| 11 | Insolvency Resolution of Individual and Partnership Firms: | Application for Insolvency Resolution Process l Procedural Aspects l Discharge Order |
| 12 | Bankruptcy Order for Individuals and Partnership Firms: | Bankruptcy if Insolvency Resolution Process fails l Application for Bankruptcy l Conduct of Meeting of Creditors l Discharge Order l Effect of Discharge Order. |
| 13 | Bankruptcy for Individuals and Partnership Firms: | Background l Overview of the provisions l Adjudicating Authority l Appeal against order of DRT l Appeal to Supreme Court. |
| 14 | Fresh Start Process: | Background l Application for Fresh Start Order l Procedure after Receipt Of Application l Discharge Order |
| 15 | Professional and Ethical Practices for Insolvency Practitioners: | Professional and Ethical Practices for Insolvency Practitioners: |
| 16 | Group Insolvency: | Framework Dealing with the Insolvency of Companies in Corporate Groups l Issue and Challenges Group Insolvency in India l Case laws l Case Studies and Practical Aspects. |
| 17 | Cross Border Insolvency & IBC: | Applicability of the IBC to a Foreign Company l Applicability of the Cross-border Insolvency Framework l Foreign Assets, Liabilities and Operations l Structures likely to Trigger CrossBorder Insolvency Provisions |
| 18 | Cross Border Insolvency: | Introduction l Evolution of Cross Border Insolvency Regimes l Global Developments l UNCITRAL Legislative Guide on Insolvency Laws l UNCITRAL Model Law on Cross Border Insolvency l World Bank Principles for Effective Insolvency and Creditor Rights l ADB principles of Corporate Rescue and Rehabilitation l International Perspective – UK, Canada, UAE, Singapore l US Bankruptcy Code |