CS - Professional Programme : Syllabus and Books

ICSICS (2008)PP : Professional Programme • Syllabus and Books

Module I - Company Secretarial Practice

CS_PP :: Professional Programme
Paper 1 : Company Secretarial Practice
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

To provide an in-depth understanding of the procedures under the Companies Act, Rules and Regulations made thereunder including understanding of international dimensions of company law

Detailed contents:

1.1. E-governance (MCA – 21)
Important Features of MCA-21 – CIN, DIN, DSC, CFC, SRN, etc; Eforms and on-line filing and inspection of documents.
2.Company Formation and Conversion
Choice of form of business entity; conversion/ re-conversion of one form of business entity into another.
Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration; obtaining certificate of commencement of business; obtaining certification of re-registration; commencementof new business and certification; filing of agreements with managerial personnel;
Formation of associations not for profit and non profit companies; procedure relating to foreign companies carrying on business in India.
3.Alteration of Memorandum and Articles
Procedure for alteration of various clauses of memorandum: name clause, situation of registered office clause, objects clause, capital clause and liability clause; procedure for alteration of articles; effect of alteration.
4.Issue and Allotment of Securities
Procedure for public issue, rights issue and bonus shares; procedure for issue of securities at par/premium/discount; procedure for calls on shares; Issue of sweat equity shares, employees stock option scheme, shares with differential voting rights; issue and redemption of preference shares; issue of shares on preferential basis/private placement.
Return of allotment and effect of irregular allotment; issue of certificates; alteration of share capital; procedure for forfeiture of shares and reissue of forfeited shares; cancellation of shares; surrender of shares; conversion and re-conversion of shares into stock.
Procedure for issue of debentures including creation of security and debenture redemption reserve; drafting of debenture trust deed; conversion of and redemption of debentures.
5.Membership and Transfer/Transmission
Procedure for induction of members; nomination of shares; variation of shareholders’ rights; cessation of membership including dispute resolution.
Transfer/transmission/transposition ; dematerialization/ rematerialisation of securities.
6.Directors and Managerial Personnel
Procedure for appointment, reappointment, resignation, removal and varying terms of appointment/ re-appointment of directors and managerial personnel.
Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof; compensation for loss of office; waiver of recovery of remuneration; directors and officers liability insurance.
Procedure for making loans to directors, disclosure of interest by a director, holding of office or place of profit by a director/relative, etc. of a director.
Company Secretary—Appointment, resignation and removal of Company Secretary; role of the Company Secretary; functions and duties; relationship with chairman and directors; secretary as advisoro the chairman and the board.
Company Secretary in Practice – Functions ; procedure for appointment, resignation and removal of company secretary in practice.
Auditors
Procedure for appointment/reappointment, resignation and removal of statutory auditors and branch auditors; appointment of cost auditors; special auditors; CAG audit.
7.Decision-making Forums and Meetings
Collective decision making forums - authority, accountability, delegation and responsibility.
Board Meetings - Convening and management of Board and Committee Meetings.
General Meetings - convening and management of statutory meeting, annual and extra-ordinary general meetings, class meetings; preparation of notices and agenda papers.
Procedure for passing of resolutions by postal ballot, conducting a poll and adjournment of a meeting.
Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof.
8.Preparation & Presentation of Reports
Preparation of financial statements, auditors’ report, directors’ report and report on corporate governance.
9.Distribution of Profit
Procedure for ascertainment of divisible profits and declaration of dividend; payment of dividend; claiming of unclaimed/unpaid dividend; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund.
10.Charges
Procedure for creation/modification/satisfaction of charges and registration thereof; register of charges; inspection of charges.
11.Inter-corporate Loans, Investments, Guarantees and Security
Procedure for making inter-corporate loans, investments, giving of guarantees and providing of security.
12.Filling and Filing of Returns and Documents, etc.
Procedure for filling and filing of returns and documents :
(a)Annual filing, i.e., annual accounts, compliance certificate, annual return, etc.
(b)Event based filing
13.Striking off Names of Companies – Law and Procedure.
14.Best Practices–Secretarial Standards
Concept, scope and advantages; Secretarial Standards issued by the ICSI; Compliance of secretarial standards for good governance.
15.Insider Trading
Concept and rationale behind prohibition of insider trading; SEBI’s Insider Trading Regulations; major actions taken by SEBI so far; Role of Company Secretary in compliance requirements.
16.Global Developments in Company Law
Contemporary developments, distinguishing and evolving features of company law in other jurisdictions.

Readings

TitleAuthorPublisher
Company Law ProcedureK.V.ShanbhogueBharat Law House
Company Procedures and Registrar of CompaniesM.L.SharmaTax Publishers
Company Notices, Meetings and ResolutionsA.M.Chakraborti, B.P.BhargavaTaxmann
Company Law ProceduresS.Kannan, V.S.SowrirajanTaxmann
Company Notices, Meetings and ResolutionsR.SuryanarayananKamal Law House
Concise Commentary on companies ActMamta BhargavaShreeji Publishers
Company Law & Secretarial PracticeDr.K.R.ChandratreBharat Law House

References

TitleAuthorPublisher
Guide to Memorandum, Articles and
Incorporation of Companies
M.C.Bhandari, R.D.MakheejaWadhwa & Company
Company Rules & FormsBhargava & BhargavaTaxmann
Company Law Practice ManualAdesh Ojha & OtherThe Tax Publishers
Guide to Company Law ProcedureM.C.BhandariWadhwa & Company
Guide to the Companies ActA.RamaiyaWadhwa & Company

Journals

TitleAuthorPublisher
Chartered SecretaryICSI, New Delhi.
Student Company SecretaryICSI, New Delhi.
Corporate Law AdviserCorporate Law Advisers, Post Bad No.3, Vasant Vihar, New Delhi.
Company Law JournalL.M.Sharma, Post Box No.2693, New Delhi-110 005.

Note:

The latest edition of all the books referred to above should be read.

Module I - Drafting, Appearances and Pleadings

CS_PP :: Professional Programme
Paper 2 : Drafting, Appearances and Pleadings
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Working knowledge

Objectives:

To acquaint the students with fundamentals of drafting, pleadings and advocacy techniques.

Detailed contents

1.General Principles of Drafting
General principles and rules of drafting of deeds and conveyance, basic components of deeds, endorsement and supplemental deeds, aids to clarity and accuracy, legal requirements and implications.
2.Drafting of Agreements
Drafting of various Agreements including collaboration agreements, arbitration; guarantees, counter guarantees; bank guarantee, hypothecation agreement, outsourcing agreements, service agreements, leave and license, etc.
Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration; obtaining certificate of commencement of business; obtaining certification of re-registration; commencementof new business and certification; filing of agreements with managerial personnel;
3.Drafting of Various Deeds
Deed of sale of land, building, mortgage, licence, lease, assignment, trust, partnership, Power of Attorney, etc.
4.Drafting of Agreements under the Companies Act
Pre incorporation contracts; Memorandum and Articles of Association and other agreements.
5.Appearances and Pleadings
Appearance before tribunals/quasi judicial bodies such as CLB, SAT, NCLT, CCI TRAI, etc. and appellate authorities.
Drafting of petitions/applications; drafting of written statement, counter affidavit, reply and rejoinder.
Drafting of Affidavit in evidence ; arguments on preliminary submissions, arguments on merits ; legal pleadings and written submissions.
Drafting and filing of Appeals, writ petitions, special leave petition, revision and review applications, affidavits.
Dress code, etiquettes and court craft.
6.Compounding of Offences
Compounding of offences under the Companies Act, SEBI Act, FEMA etc. Consent Orders.

Readings

TitleAuthorPublisher
Forms and Precedents of Conveyancing DeSouzaC.r.Datta and M.N.Das.
Drafting, Conveyancing and PleadingsG.M.Kothari and
Arvind G.Kothari
N.M.Tripathi
The Indian ConveyancerP.C.MoghaJustice K.N.Goyal
The Indian Draftsman; guide to legal DraftingHargopalNitin Khanna & A.C.Moitra
Conveyancing Drafting & Interpretation of DeedsN.S.BindraS.K.Verma
Commerical Drafting & ConveyancingDr.J.C.VermaBharat Law House
Drafting Corporate & Commercial AgreementRodney D RyderUniversal Law Publishing

References

TitleAuthorPublisher
The Interpretation of StatutesMaxwellP. St.J.Langan
Drafting- Its Application to Conveyanceing and Commercial DocumentsStanley RobinsonButterworths
Draftsman RevKellyR.W.Ramage, Buttterworths
1st Ed., Chapter 9,Ruth Annand and Brain CainSweet & Maxwell
Conveyancing Precedents and FormsShiv GopalEastern Book Company
Principles & Precedents of the Law of
Conveyancing,Drafts man and Interpretation
of Deeds & Documents
G.M.KothariLaw Book Company
Procedure for Filing Forms and ReturnsK.V.ShanbhogueCompany Law Book Corporation
A Guide to the DeedsM.G.GurhaModern Law House

Module II - Financial, Treasury and Forex Management

CS_PP :: Professional Programme
Paper 3 : Financial Treasury and Forex Management
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

(i)To provide conceptual clarity about the management tools and techniques used in financial planning, analysis, control and decision making.
(ii)To provide knowledge of derivatives, forex and treasury management to enable the candidates to tackle practical situation with ease.

Detailed contents :

1.Nature and Scope of Financial Management
Nature, significance, objectives and scope of financial management; risk-return and value of the firm; financial distress and insolvency; financial sector reforms and their impact on financial management; functions of finance executive in an organisation; financial management – recent developments.
2.Capital Budgeting Decisions
Planning and control of capital expenditure; capital budgeting process; techniques of capital budgeting- discounted and non-discounted cash flow methods, choice of methods; capital rationing; risk evaluation and sensitivity analysis, simulation for risk evaluation; linear programming and capital budgeting decisions.
3.Capital Structure Decisions
Meaning and significance of capital structure; capital structure vis-avis financial structure; capital structure planning and designing; optimal capital structure; determinants of capital structure; capital structure and valuation - theoretical analysis; EBIT – EPS analysis; cost of capital; factors affecting cost of capital, measurement of cost of capital, weighted average cost of capital, marginal cost of capital; risk and leverage; measures of leverage, leverage effects on shareholders returns.
4.Sources of Finance
Equity, non-voting preference shares; debentures and bonds; company deposits; term loans from financial institutions and banks; international finance and syndication of loans; euro-issues and external commercial borrowings; FCCB; internal funds as a source of finance; dividend policy and retention of profits; bonus shares; deferred payment arrangements; corporate taxation and its impact on corporate financing; financing cost escalation.
5.Dividend Policy
Introduction; types, determinants and constraints of dividend policy; different dividend theories — Walter’s Model, Gordon’s Model andModigliani-Miller Hypothesis of dividend irrelevance; forms of dividend; dividend policy - practical considerations and legal constraints; corporate dividend practices in India; statutory framework.
6.Working Capital Management and Control
Working capital - meaning, types, determinants; assessment of working capital requirements - operating cycle concept and applications of quantitative techniques; management of working capital - cash, receivables, inventories; financing of working capital; banking norms and macro aspects of working capital management.
7.Security Analysis and Portfolio Management
Security analysis - fundamental approach, technical approach and efficient capital market theory; portfolio management - meaning, objectives; portfolio theory – traditional approach; modern approach - CAPM model.
8.Financial Services
Meaning, significance and scope of financial services ; types of financial services – merchant banking, leasing and hire purchase, venture capital, mutual funds, factoring and forfeiting, securitisation of debt, loan syndication, custodial and corporate advisory services, credit rating.
9.Project Planning and Control
Project Planning and preparation of project report; project appraisal under normal, inflationary and deflationary conditions; project appraisal by financial institutions – lending policies and appraisal norms by financial institutions and banks; loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication, project review and control; social cost and benefit analysis of project.
10.Derivatives and Commodity Exchanges
Concept of derivatives; financial derivatives and commodity derivatives; types of derivatives - forward contracts, futures contracts, options; participants in futures and options market, Index based derivatives and security based derivatives; derivatives and exposure management, currency forwards, currency futures, currency options and currency swaps and interest rate risk management; derivative markets in India; commodity exchanges in India.
11.Treasury Management
Meaning, objectives, significance, functions and scope of treasury management; relationship between treasury management and financial management; role and responsibilities of chief finance executive; tools of treasury management; internal treasury controls; environment for treasury management; role of information technology in treasury management; liquidity management, regulation, supervision and control of treasury operations, implications of treasury on international banking.
12.Forex Management
Nature, significance and scope of forex management; foreign exchange market and its structure; foreign exchange rates and its determination; exchange rate quotes; types of exchange rates; forex trading; currency futures and options; foreign exchange risk exposures and their management; exchange rate forecasting; risk in foreign exchange business.
13.Recent Developments in Financial, Treasury and Forex Management
14.Practical Problems and Case Studies.

Readings

TitleAuthorPublisher
Financial Management – Text and ProblemsM.Y.Khan & P.K.Jain McGraw Hill Education
Financial Management – Theory & PracticePrasanna ChandraMc Graw Hill Education
Financial ManagementI.M.PandeyVikas Publishing House
Financial Management – Theory, Concepts and ProblemsR.P.RustagiGalgotia Publishing
Financial Management – Principles & PracticeS.N.MaheshwariSultan Chand
Financial Management-An Analytical and Conceptual ApproachS.C.KuchhalChaitanya Publishing
Financial Management & PolicyJ.C.VanhornePrentice Hall of India
Financial ManagementSabir Kumar BanerjeeS.Chand
Woking Capital ManagementV K BhallaAnmol Publications
A manual Of Merchant BankingJ.C.VermaBharat Law House
Contemporary Financial Markets and ServicesScott L.WilliamWest Publishing Company
Financial Management and PolicyV.K. BhallaAnmol Publications
Options, Futures and other Derivative SecuritiesJohn C.HullPrentice-Hall
Treasury Management in IndiaV.A.AvadhaniHimalaya Publishing House
Treasury ManagementHudson RobertBlackwell
Financial Future an OptionsB.Brahmaiah & P.SubbaRaoHimalaya Publishing House
Financial Derivatives – an Introduction to
Futures Forwards, Options and Swaps
Keith RedheadPrentice Hall of India
Foreign Exchange International Finance and Risk ManagementA.V.RajwadeAcademy of Business Studies
Foreign Exchange Management ManualD.T.KhilananiSnowhite
Foreign Exchange and Risk ManagementC JeevanandamSultan Chand
Strategic Financial ManagementR P RustagiSultan Chand

References

TitleAuthorPublisher
Financial Decision Making – Concepts, Problems and CasesJohn J.HamptonPrentice Hall of India
Principles of Financial ManagementBenton E. GupJohn Wiley
Projects Preparation, Appraisal and ImplementationPrasanna ChandraMcGraw Hill Education
The Theory of Financial ManagementEzra SolomonColumbia Unviersity Press
Guidelines for Project EvaluationP.Dasgupta, A.Sen & S. MarglinNew Oxford & IBH Publishing
International Financial ManagementP.G.ApteMcGraw Hill Education
International Dimensions of Financial ManagementDennis J.O’Connor Albert& T.BuesoMacMillan Publishing Company
Portfolio Construction, Management and ProtectionRobert A. StrongWest Publishing Company
Contemporary Financial ManagementR.Charles Moyer, James
R. McGuign & William J.Kretlow
West Publishing Company
Lease Financing and Hire Purchase,
Merchant Banking, Mutual Funds,
Factoring and Venture Capital
Kothari Vinod.Wadhawa
Global Business FinancePrakash G.ApteMcGraw Hill
Management of Financial ServicesV K BhallaAnmol Publications

Journals

TitleAuthorPublisher
RBI BulletinRBI Publication, Mumbai.
RBI Annual Report (latest)RBI Publication, Mumbai.
Report on Currency and Finance (Latest)RBI Publication, Mumbai.
The World Bank Annual Report (latest)The World Bank Headquarters, Washington, USA.
Economic Survey (latest)Government of India Publication, New Delhi.
Annual Report, Govt, of India, Ministry of FinanceGovernment of India Publication, New Delhi.
Guidelines issued by various Financial
Institutions; Appraisal of Term-loans
Report of the Working Group, Reserve Bank of India
Journal of FinanceThe Journal of American Finance Association, New York.
Financial and Economic Dailies.

Module II - Corporate Restructuring and Insolvency

CS_PP :: Professional Programme
Paper 4 : Corporate Restructuring and Insolvency
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring andinsolvency.

Detailed contents :

Part A : Corporate Restructuring (70 Marks)

1.Introduction
Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.
2.Strategies
Planning, formulation and execution of various corporate restructuring strategies - mergers, acquisitions, takeovers, disinvestments and strategic alliances, demergers and hiving off.
3.Mergers and Amalgamations
Meaning and concept; legal, procedural, economic, accounting, taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters; interest of small investors; merger aspects under competition law; jurisdiction of courts; filing of various forms; Amalgamation of banking companies and procedure related to Government companies; Cross border mergers.
4.Takeovers
Meaning and concept; types of takeovers; legal aspects - SEBI takeover regulations; procedural, economic, financial, accounting and taxation aspects; stamp duty and allied matters; payment of consideration; bail out takeovers and takeover of sick units; takeover defences; cross border takeovers.
5.Funding of Mergers and Takeovers
Financial alternatives; merits and demerits; funding through various types of financial instruments including equity and preference shares, options and securities with differential rights, swaps, stock options; ECBs, funding through financial institutions and banks; rehabilitation finance; management buyouts/leveraged buyouts.
6.Valuation of Shares and Business
Introduction; need and purpose; factors influencing valuation; methods of valuation of shares; corporate and business valuation.
7.Corporate Demergers and Reverse Mergers
Concept of demerger; modes of demerger - by agreement, under scheme of arrangement; demerger and voluntary winding up; legal and procedural aspects; tax aspects and reliefs; reverse mergers – procedural aspects and tax implications.
8.Post Merger Re-organisation
Factors in post merger reorganization: integration of businesses and operations, financial accounting, taxation, post merger valuation, human and cultural aspects; assessing accomplishment of post merger objectives; measuring post merger efficiency.
9.Financial Restructuring
Reduction of capital; reorganisation of share capital
Buy-back of shares–concept and necessity; procedure for buy-back of shares by listed and unlisted companies.
10.Legal Documentation.
11.Case Studies.

Part B – Corporate Insolvency (30 Marks)

12.Revival, Rehabilitation and Restructuring of Sick Companies
Sick companies and their revival with special reference to the law and procedure relating to sick companies.
13.Securitisation and Debt Recovery
Securitisation Act :
Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; process; participants; Special Purpose Vehicle (SPV), Asset Reconstruction Companies (ARCs), Qualified Institutional Buyers (QIB).
Debt Recovery Act :
Overview of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993; Tribunal, Procedure; compromises and arrangements with banks and creditors.
14.Winding up
Concept; modes of winding up; administrative machinery for winding up.
Winding up process and procedure; managing stakeholders and parties in liquidation; conducting meetings of shareholders/creditors etc.; dealing with contracts; managing estate; outsourcing responsibilities to professionals/service providers such as valuers, security agencies, etc; best practices in performing liquidation/administrator functions; accountability and liabilities; Role of liquidators and insolvency practitioners.
Consequences of winding up; winding up of unregistered companies;dissolution.
15.Cross Border Insolvency

Readings

TitleAuthorPublisher
Amalagamation, Mergers, Takeovers, Acquisitions - PrinciplesL.M.SharmaPractices & Regulatory Framework
Corporate Mergers, Amalgamations & TakeoversJ.C.VermaBharat Publishing House
Takeover Games & SEBI Takeover RegulationsN.L.Bhatia/Jagruti SampatRaxmann Allied Services
Guide to Takeovers & MergersSridharan & PandianWadhwa and Company Law Publisher
Corporate Growth through Mergers and AcquisitionsS.Shiva RamuResponse Books
Corporate RestructuringDr.K.R.ChandratreBharat Law House

References

TitleAuthorPublisher
Guide to Companies ActA. RamaiyaWadhwa
M & A Integration – A Framework for Executives and ManagersDavid M.SchweigerMcGraw Hill
Corporate Restructuring – Strategies & ImplicationsAIMA PublicationExcel Books
Mergers Restructuring & Corporate ControlFred J WestonPrentice-hall of India
Strategic Planning formulation of Corporate StrategyV.S.Ramaswami & S.Nama KumariMacmillan India
Strategic Planning & ManagementManohar L.GulatiExcel Books/ Amexcel Publishers
Corporate Restructuring Enhancing the Shareholder ValueRanjan Das/Udayan Kumar BasuMcGraw-Hill
Law of InsolvencyAvtar SinghEastern Book Company
Law and PracticeICSI PublicationMergers Amalgamations and Takeovers

Module III - Strategic Management, Alliances and International Trade

CS_PP :: Professional Programme
Paper 5 : Strategic Management, Alliances and International Trade
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Working knowledge

Objectives:

To develop the basic understanding of the students about the concepts, techniques and processes relating to strategic management, alliances as well as International Trade and treatiesincluding World Trade Organisation.

Detailed contents :

Part A : Strategic Management (40 Marks)

1.Nature and Scope of Strategic Management
Concept; role, functions and processes of strategic management in globally, competitive and knowledge-based environment.
2.Environmental Scanning and Internal Appraisal Analysis
(a)Identification of external variables - economic, technological, legal, political, socio-cultural and, global; industry appraisal analysis and forecasting; synthesis of external factors;
(b)Internal scanning of the firm;
(c)Tools and techniques of strategic management –SWOT analysis, situational analysis; Gap analysis, impact analysis, value chain analysis; business process re-engineering.
3.Planning and Formulation
Formulation of Corporate vision, mission, goals and objectives; developing strategic alternatives, evaluations of alternatives, selection of best alternative; strategic planning vis- -vis tactical planning; Strategic models for optimal decision–making.
4.Implementation and Control
Strategy implementation; developing programs, budgets and procedures; strategic control; managing strategic changes.
5.Review
Performance Evaluation - criteria and challenges
6.Risk Management
Meaning, objectives and significance; types of risks; measuring the trade off between risk and return; control and management of business risks.
7.Management Information Systems
Concept, elements and structure; approaches of MIS development; pre-requisites of an effective MIS, Enterprise Resource Planning (ERP).
8.Internal Control Systems
Meaning, definition, objectives, classification, scope and limitation of internal control; steps and techniques of internal control systems.

Part B : Strategic Alliances (20 Marks)

9.Nature and Scope
Meaning, types and stages; integrating alliances into corporate strategy; cross cultural alliances; implementation and management of strategicalliances.
10.Foreign Collaborations and Joint Ventures
Industrial Policy; Foreign Investment Policy; kinds and negotiation of collaboration and joint ventures, drafting of agreement, restrictive clauses; Indian joint ventures abroad – Indian experiences.

Part C : International Trade (40 marks)

11.International Trade and Treaties
Concept and Theories of International Trade, Institutionalisation of international trade, establishment of World Trade Organisation; Economic Blocks and Trade Agreements such as ASEAN, EU, SAPTA, NAFTA etc.; India’s Free Trade, Economic Cooperation and Partnership Agreements.
12.Anti-dumping, Subsidies and Countervailing Duties
WTO agreements on anti-dumping; safeguard measures; subsidies & countervailing duties; Regulatory Framework and procedure in India.
13.Settlement of Disputes under WTO
Rules, regulations and procedures relating to settlement of disputes under WTO.

Readings

TitleAuthorPublisher
Strategic Management and Policy; AddisonThomas L Wheelen and J.David HungerWesly Longman
Strategic Planning- Formulation of Corporate StrategyV.S.Ramaswamy & S.NamakumariMacmillan India
Strategic Planning & ManagementManohar L.GulatiAmexcel Publishers
Business Policy – Strategic Planning & ManagementP.K.GhoshSultan Chand
Strategic Planning & ManagementP.K.GhoshSultan Chand
Strategic ManagementFrancis CherunilamHimalaya Publishing House
Business Policy – Strategic ManagementL.M. PrasadSultan Chand
From strategic Planning to ManagementAnsoff. M.Igor, R.P.Delorch and R.I.HayesWilley
Business Policy and Strategic ManagementGlueck, William F.McGraw Hill
Computer and Information managementAshok Arora & AkshayeAmexcel Publication
Management Information SystemsL.M. Prasad & Usha PrasadSultan Chand
Management Information Systems Conceptual Foundations,
Struture & Development
Gordan B.DavisMcGraw Hill
Theory & practice of Treasury & risk Management in BanksIndian Institute of Banking & Finance
Anti-dumping Measures under GATT/WTOSheela RaiEastern Book Company
Understanding International Trade lawSimone SchnitzerUniversal Law Publishing
International Business Enviornment & ManagementV.K.Bhalla & S.ShivaRamuAnmol Publication
Effective International Joint VenturesWolfPentagon Publichers
Technology Transfers and Joint Ventures abroadR.R.AzadDeep & Deep Publications
Joint Ventures, International Business with Developing CountriesM.B.Rao
Money Banking International Trade and Public FinanceNe. This.SomashekarAnmol Publications
International BusinessHill Chareles W.L.Jain ArunHill Education
International MarketingMichael R.Czinkota, IIkka A.RonkainenInternational Thamson Computer press

Journals

TitleAuthorPublisher
Chartered SecretaryICSI, New Delhi.
Student Company SecretaryICSI, New Delhi.
Strategic Management JournalBrian K.Boyd, Klke Reuning –Elliott (wiley Interscience)
Journal of Management Information SystemLeonard N.Stern School of Business New York University.
WTO Annual ReportWTO
Referencer on WTO & GATSICSI, New Delhi.

Module III - Advanced Tax Laws and Practice

CS_PP :: Professional Programme
Paper 6 : Advanced Tax Laws and Practice
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

To provide —
(i)knowledge of framework of taxation system in India.
(ii)knowledge of various concepts and their application relating to tax laws with a view to integrating the relevance of these laws with financial planning and management decisions.
(iii)an overview of international taxation.

Detailed contents :

Part A : Direct Taxation - Law and Practice (30 marks)

1.General Framework of Direct Taxation in India
Different direct tax laws and their inter-relationship; importance of Income Tax Act and Annual Finance Act and related Constitutional provisions; harmonisation of tax regime.
2.Companies under Income-tax Laws
Classification and tax incidence; corporation tax as per Article 366; computation of taxable income and assessment of tax liability considering special provisions relating to companies.
3.Tax Planning
Concept of tax planning; Tax planning with reference to setting up a new business; locational aspects; nature of business; tax holiday, etc.
Tax planning with regard to specific management decisions such as mergers and takeovers; location of undertaking; introduction of voluntary retirement; tax planning with reference to financial management decisions such as borrowing or investment decisions; reorganisation or restructuring of capital decisions.
Tax planning with respect to corporate reorganization; tax planning with reference to employees’ remuneration.
Tax planning vis- -vis important provisions of wealth-tax including court rulings and legislative amendments.
4.Tax Management
Return and procedure for assessment; special procedure for assessment of search cases, e-commerce transactions, liability in special cases; collection and recovery of tax; refunds, appeals and revisions; penalties imposable, offences and prosecution.

Part B : Indirect Taxation - Law and Practice (50 marks)

5.Introduction
Special features of indirect tax levies–all pervasive nature, contribution to Government revenues; constitutional provisions authorizing the levy and collection of duties of central excise, customs, service tax, central sales tax and VAT.
6.Central Excise Laws
Basis of chargeability of duties of central excise–goods, manufacture, classification and valuation of excisable goods, CENVAT; assessment procedure, exemption, payment, recovery and refunds of duties.
Clearance of excisable goods; Central Excise Bonds; maintenance of accounts and records and filing of returns.
Duties payable by small scale units. set-off of duties– concept, meaning and scheme; Central Excise Concessions on exports; search, seizure and investigation; offences and penalty.
Adjudication, Appeal and Revision, including appearance before CEGAT by Company Secretary as authorised representative; settlement of cases.
7.Customs Laws
Levy of and exemption from, customs duties – specific issues and case studies; assessment and payment duties; recovery and refund of customs duties.
Procedure for clearance of imported and exported goods; drawback of duties.
Transportation and warehousing
Confiscation of goods and conveyances and imposition of penalties; search, seizure and arrest, offences and prosecution provisions.
Adjudication, Appeal and Revision; Settlement of Cases.
8.Promissory Estoppel in Fiscal Laws – principles and applicability with reference to indirect taxes.
9.Tax Planning and Management – scope and management in customs, with specific reference to important issues in the respective areas.

Part C: International Taxation (20 marks)

10.Basic Concepts of International Taxation
Residency issues; source of income; tax havens; unilateral relief and Double Tax Avoidance; transfer pricing; international merger and acquisitions; impact of tax on GATT 94, WTO, anti dumping processing; the subpart F Regime : definition of CFC, Subpart F Income and Operating Rules.
11.Advance Ruling and Tax Planning
Authority for advance rulings, its power and procedure; applicability of advance ruling; application for advance ruling and procedure on receiptof application.
Tax planning and special provisions relating to certain incomes of nonresident corporate assessee.
Double taxation avoidance agreements; general principles; provisions and tax implications thereof.
12.Taxation of Inbound Transactions
Taxation of passive investments; capital gains & losses; income taxation; property taxation; branch profit taxation.
13.Taxation of Outbound Transactions
Foreign tax credit; foreign income exclusions; indirect foreign tax credit (deemed paid system vs. current pooling system); Controlled Foreign Corporations; PFIC’s (Passive Foreign Investment Companies); cross border merger, acquisitions and transfers.

Readings

I. Direct Taxes:

TitleAuthorPublisher
Corporate Tax planning & Management,
Direct Tax Law & Practice
Girish Ahuja & Ravi GuptaBharat Law House
Corporate Tax PlanningE A SrinivasMcGraw Hill Education
Income Tax Act & RulesBare Act
Walth Tax Act & RulesBare Act
Annual Finance Act
Company Law Journal
Corporate Law Adviser
Corporate TaxationH P RaninaOrient Law House

II. Indirect Taxes:

TitleAuthorPublisher
Indirect Taxes – Law & PracticesV S DateyTaxmann Publications
Indirect TaxationV BalachandranSultan Chand
Systematic Approach to Indirect TaxesDr.Sanjeev KumarBharat Law House
Customs Law & ProcedureS P BhatuagarCentax Publications
Central Excise – Law, Practice & ProcedureAcharya ShuklendraModern Law House
The Law and Practice of Income TaxKanga & PalkhivalaN M Tripathi
CENVAT Law & PracticeTaxmannTaxmann Allied Services
Customs Valuation – Law and PracticeS D MajumdarCentax Publications
Central Excise Guide for Small Scale IndustryG SarangiCentax Publications
Commentaries on Customs ActS R RoyKamal Law House
Professional Approach to Direct Taxes – Law and Practice.Gupta & Ahuja

III. International Taxation:

TitleAuthorPublisher
Principles of International TaxationCarl Fonntag & C.S.MathurLexis Nexis
Transfer Pricing ManualS C Mishra
Basic International TaxationRoy RohatgiTaxmann Publication

References

I. Direct Taxes

TitleAuthorPublisher
Direct Taxes – Law and PracticesDr.V K SinghaniaTaxmann Publications
Direct TaxesDr. B B LalKonark Publications

References

I. Indirect Taxes

TitleAuthorPublisher
The Law and Practice of Income TaxKanga & PalkhivalaN M Tripathi
CENVAT Law & PracticeTaxmannTaxmann Allied Services
Customs Valuation – Law and PracticeS D MajumdarCentax Publications
Central Excise Guide for Small Scale IndustryG SarangiCentax Publications
Commentaries on Customs ActS R RoyKamal Law House
Professional Approach to Direct Taxes – Law and Practice.Gupta & Ahuja

Journals

TitleAuthorPublisher
Chartered SecretaryICSI, New Delhi.
Student Company SecretaryICSI, New Delhi.
Income Tax ReportsCompany Law Institue of India(P) Ltd., Chennai.
TaxmannTaxmann Publications (P) Ltd; 59/32, New Rohtak Road, New Delhi-1100 005.
Tax and CorporateReferencer, Bharat Law House(P) Ltd., 22, Tarun Enclave, Pitampura, New Delhi-110 034.
Excise and Customs CasesFortnightly Reporting Journals; Indirect Tax Laws of India (P) Ltd. Chennai.
Excise Law TimesFortnightly Reporting Journal; Centax Publications(P) Ltd.1512-B,
Sachdeva P.T. College of Defence Colony, New Delhi-110 003.

Module IV - Due Diligence and Corporate Compliance Managements

CS_PP :: Professional Programme
Paper 7 : Due Diligence and Corporate Compliance Management
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

(i)To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporateactivities.
(ii)To provide expert knowledge about the Corporate Compliance Management

Detailed contents :

1.Due Diligence
Nature, objectives, significance and scope of due diligence; steps in the process of due diligence.

Areas of Due Diligence

Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights issue, Employees Stock Option Plans (ESOPs), Preferential Allotment
Issue of debt (both long term & short term) such as debentures, bonds, warrants etc.
Takeovers and acquisitions
Setting up of business units in India and abroad
Setting up joint ventures
Compliance of Listing Agreement
Internal Audit of Depository Participants
Issue of Global Depository Receipts
Issue of Indian Depository Receipts
Legal Due Diligence
2.Compliance Management
Concept and significance; systems approach to compliance management; process of establishment of compliance management system; compliance in letter and spirit.
3.Secretarial Audit
Need, objectives and scope; process; periodicity and format for secretarial audit report; check-list under various corporate laws; share transfer audit; compliance certificate.
4.Search / Status Reports
Importance, scope; verification of documents relating to charges; requirements of financial institutions and corporate lenders; preparation of report.
5.Securities Management and Compliances
Meaning, need and scope; mechanism for self-regulation; advantages to company, regulator and investors.

Readings

TitleAuthorPublisher
Compliances and Procedures under SEBI LawMamta BhargavaShreeji Publishers
Securities Management & CompliancesInstitute of Company Secretaries of India
Segment wise role of Company SecretariesInstitute of Company Secretaries of India
Listing Agreement-A CompendiumInstitute of Company Secretaries of India
Hand book on Internal Audit of Operations of Depository ParticipantsInstitute of Company Secretaries of India
Mergers, Amalgamations & TakeoversInstitute of Company Secretaries of India
Preferential issue of Securities by Listed & Unlisted CompaniesD.K.JainBharat Law house
Corporate Governance- Modules of Best PracticesInstitute of Company Secretaries of India
SEBI ManualTaxmann
Guidance Note on Compliance CertificateICSI Publications
Guidance Note On Signing of Annual Return.ICSI Publications
Guidance Note on Code of Conduct for CSICSI Publications
SS-1 Secretarial Standard on Meetings of the Board of Directors.ICSI Publications
SS-2 Secretarial Standard on General MeetingsICSI Publications
SS-3 Secretarial Standard on DividendICSI Publications
SS-4 Secretarial Standard on Registers and RecordsICSI Publications
SS-5 Secretarial Standard on MinutesICSI Publications
SS-6 Secretarial Standard on Transmission of Shares and DebenturesICSI Publications
Referencer on Propounding Areas of Practice for Company Secretaries.ICSI Publication (CD)
Company Law with Secretarial PracticeK.R.Chandratre, K.M. GhoshBharat Law House

References

TitleAuthorPublisher
Capital Market in IndiaE.Gordon & K. Natarajan Himalaya Publishing House
Guide to Indian Capital MarketSanjeev AggarwalBharat Law House
SEBI Practice ManualV.L.IyerTaxman Allied Service
SEBI – Law, Practice & ProcedureS.Suryanarayanan & V.VaradarajanCommercial Law Publishers
Guidance note on buy-back Of SecuritiesInstitute of Company Secretaries of India
SS-6 Secretarial Standard On Transmission of Shares and DebenturesInstitute of Company Secretaries of India
SEBI Annual Report.SEBI
Indian Securities Market-A ReviewNSE Yearly PublicationHimalaya Publishing House
Euro IssueTaxmann
Guide to Company DirectorsLVV IyerWadhwa
Circulars & Clarifications on Company LawBhargava & BhargavaTaxmann
Company LawPlamerSweet & Maxwell
Principle of Modern Company LawL.C.B.GowerSweet & Maxwell
Company LawFarrar John H.Butterworths

Note:-

The latest edition of all the books referred to above should be read.

Journals

TitleAuthorPublisher
SEBI and Corporate LawsTaxmann 59/32, rohtak Road, New Delhi.
Corporate Law AdviserCorporate Law Adviser, Post Bag No.3, Vasant Vhar, New Delhi-110 052.
SEBI Monthly Bulletin
NSE NewsNational Stock Exchange of India Ltd., Mahindra Towers, Worli, Mumbai-400 018.

Note:-

Students are advised to read relevant Bare Acts and Rules and Regulations relating thereto. ‘Student Company Secretary’ and ‘Chartered Secretary’ Should also be read regularly for updating the knowledge.

Module IV - Governance, Business Ethics and Sustainability

CS_PP :: Professional Programme
Paper 8 : Governance, Business Ethics and Sustainability
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

To provide knowledge on global development and best practices in the corporate world.

Detailed contents :

Part A: Corporate Governance (50 Marks)

1.Evolution, concept, principles and development.
2.Management structure for corporate governance; Board structure; building responsive boards – issue and challenges; effectiveness of Board, board committees and their functioning in particular audit committee, legal compliance committee and Stakeholders’ relationship committee; appraisal of Board performance, transparency and disclosure; internal control system and riskmanagement.
3.An analysis of legislative framework of corporate governance in various countries – such as UK, USA, India.
4.Corporate communication; art and craft of investors relations; shareholders activism, investor protection and changing role of Institutional Investors.
5.Corporate Social Responsibility and good corporate citizenship.
6.Various corporate governance forums – Common Wealth Association for Corporate Governance (CACG), Organization for Economic Cooperation Development (OECD), International Corporate Governance Network (ICGN), National Foundation for Corporate Governance (NFCG), etc.

Part B : Business Ethics (30 Marks)

7.Genesis, significance and scope; organization perspectives.
8.Ethical principles in business – codes and innovations.
9.Concept of the stakeholders’ organization.
10.Activity analysis, business dilemma versus decision, characteristics of ethical dilemmas; the dilemma resolution process; business ethics as a strategic management tool; stakeholders’ protection.
11.Challenges of business ethics and corporate leadership.

Part C: Corporate Sustainability (20 Marks)

12.Genesis, meaning, nature, objectives, significance and scope of corporate sustainability.
13.Sustainability reporting – frameworks and guidance; trends and drivers; business benefits of corporate sustainability reporting; leadership programmes and stakeholder engagement; corporate sustainability management systems.
14.Legal framework; conventions and treaties on environmental, health and safety and social security issues.
15.Principle of Absolute Liability – Case studies.
16.Contemporary developments.

Readings

TitleAuthorPublisher
Corporate GovernanceTaxmannICSI & Taxmann Publication
Corporate Governance Principles, Policies and practicesA C FernandoDorling Kindersley
A Guide to Corporate GovernanceN GopalsamyNew Age International Publishers
Corporate Governance: Concept & DimensionsSanjiv AgarwalSnow White Publications
Corporate Governance: Contermporary, Issues and ChallengesP V Sarma & S Rajani (ed.)Vedams eBooks
Board LeadershipJohn CarverJossey-Bass Books
Institutional Investors and Corporate GovernanceBaums, Buxbaum, Hopt (ed.)Walter de Gruyter
Law of Corporate Governance, Principles and PerspectiveK R SampathSnow white Publications
Corporate Governance and Chairmanship – A personal ViewAdrian CadburyOxford University Press
A Companion to Business EthicsRobert E Frederick (ed.)Balck well Publishers
Are you a Company DirectorICSI
Monograph on Position, Duties & Liabilities of DirectorsICSI
Guidance Note on Board’s ReportICSI