CS - Executive Programme : Syllabus and Books

CS_EP :: Executive Programme
Paper 1 : General and Commercial Laws
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Working knowledge.

Objective . . .

To provide to the students basic understanding of some of the general and commercial laws which have a bearing on the conduct of the corporate affairs.

Contents . . .

1.	Constitution of India
	Broad framework of the Constitution of India; fundamental rights; directive principles of state policy; ordinance making powers of the President and the Governors; legislative powers of the Union and the States; freedom of trade, commerce and intercourse; constitutional provisions relating to State monopoly; judiciary; writ jurisdiction of High Courts and the Supreme Court; different types of writs - habeas corpus, mandamus, prohibition, quo warranto and certiorari; Concept of delegated legislation.
2.	Interpretation of Statutes
	Need for interpretation of a statute; general principles of interpretation — internal and external aids to interpretation; primary and other rules.
3.	An Overview of Law relating to Specific Relief; Arbitration and Conciliation; Torts; Limitation and Evidence.
4.	Law relating to Transfer of Property
	Important definitions; movable and immovable property; properties which cannot be transferred; rule against perpetuities; lis pendens; provisions relating to sale, mortgage, charge, lease, gift and actionable claim.
5.	Law relating to Stamps
	Methods of stamping; consequences of non-stamping and understamping; impounding of instruments; construction of instruments for determination of stamp duty payable; adjudication; allowance and refund; penal provisions.

6.	Law relating to Registration of Documents
	Registrable documents - compulsory and optional; time and place of registration; consequences of non-registration; description of property; miscellaneous provisions.
7.	Information Technology Law — An Overview
	Important terms under Information technology legislation; digital signatures; electronic records; certifying authority; digital signature certificate; Cyber Regulation Appellate Tribunal; offences and penalties.
8.	Code of Civil Procedure
	Elementary knowledge of the structure of civil courts, their jurisdiction, basic understanding of certain terms - order, judgement and decree,stay of suits, res judicata, suits by companies, minors, basic understanding of summary proceedings, appeals, reference, review and revision.
9.	Criminal Procedure Code
	Offences; mens rea, cognizable and non-cognizable offences, bail, continuing offences, searches, limitation for taking cognizance of certain offences.
10.	Law relating to Right to Information
	Salient features of the Right to Information (RTI) Act, 2005; Objective; Public Authorities & their obligations ; Designation of Public Information Officers (PIO) and their Duties; Request for obtaining information; Exemption from disclosure; Who is excluded; Information Commissions (Central & State) and their powers; appellate authorities; penalties; jurisdiction of Courts; Role of Central/State Governments.

Readings

Title	Author	Publisher
Relevant Bare Acts
General Laws and Procedures	N.D.Kapoor & Rajni Abbi	Sultan Chand
Constitution of India	Durga Das Basu	Prentice Hall of India
General and Commercial Laws	Taxmann’s	Taxmann Publication

References

Title	Author	Publisher
Mulla on the Transfer of Property Act. 1882	A.M.Satalvad	N.M.TYripathi
Civil Procedure Code	M.P.Tandon	Allahabad Law Agency
The Law of Specific Relief	Dr.S.C.Banerjee	Law Book Company
The Law of Torts	Ramaswamy Iyer	N.M.Tripathi
V.N.Shukla’s the Constitution of India	Dr.D.K.Singh(Ed.)	Eastern Book Company
Indian Trusts Act, 1882; Revised by Dr.R.G.Chaturvedi	N.Suryanarayana Iyer	Law Book Company
Elements of Law of Evidence	V.P.Sarathi	Eastern Book Company
Law of Limitation	V.G.Ramachandran	Eastern Book Company
Principles of Statutory Interpretation	G.P.Singh	Wadhwa Publishing Company
Law of Arbitraion and Conciliation	S.K.Roy Chowdhary & H.K. Saharay	Eastern Law House
Code of Criminal Procedure		Eastern Book Company
Kelkar’s Lectures on Criminal Procedure	Dr.K.N.Chandrasekharan Pillai	Eastern Book Company
Interpretation of Statutes	B.M.Gandhi	Eastern Book Company
Civil Procedure	C.K.Takwani	Eastern Book Company
Law of Transfer of Property	Vepa P.Sarathi	Eastern Bookk Company
Torts Ed.by WVH Rogers	Winfield and Jolowicz	Sweet and Maxwell
Law of Contract and Specific Relief	Avtar Singh	Eastern Book Company

Journals

Title	Author	Publisher
Student Company Secretary (Monthly)		The ICSI, New Delhi-110 003
Chartered Secretary (Monthly)		The ICSI, New Delhi-110 003
All India Reporter		All India Reporter Ltd., Congress Nagar, Nagpur
The Law of Torts	Ramaswamy Iyer	N.M.Tripathi

Note:

1.	Students are advised to read the above journals for updating the knowledge.
2.	Students are advised to read/refer the latest editions of the books in the reading/reference lists.
3.	Students are advised to read/refer the latest editions of the books in the reading/reference lists.

CS_EP :: Executive Programme
Paper 2 : Company Accounts, Cost and Management Accounting
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Working knowledge.

Objective . . .

(i)	To provide working knowledge of accounting principles and procedures for companies in accordance with the statutory requirements.
(ii)	To acquaint the students with cost and management accounting techniques and practices.

Contents . . .

Part A : Company Accounts (50 Marks)

1.	Accounting standards - relevance and significance; national and international accounting standards.
2.	Accounting for share capital transactions - issue of shares at par, at premium and at discount; forfeiture and re-issue of shares; buy-back of shares; redemption of preference shares; rights issue.
3.	Issue of debentures - accounting treatment and procedures; redemption of debentures; conversion of debentures into shares.
4.	Underwriting of issues ; acquisition of business ; profits prior to incorporation ; treatment of preliminary expenses.
5.	Preparation and presentation of final accounts of joint stock companies as per company law requirements; bonus shares.
6.	Holding and subsidiary companies – accounting treatment and disclosures; consolidation of accounts.
7.	Valuation of shares and intangible assets.

Part B : Cost And Management Accounting (50 Marks)

8.	Cost accounting – objectives of costing system; cost concepts and cost classification; management accounting – nature and scope; role of management accountant, tools and techniques of management accounting; distinction between financial accounting, cost accounting and management accounting.
9.	Elements of cost : (i) Material cost – purchase procedures, store keeping and inventory control, fixing of minimum, maximum and re-order levels, ABC analysis, pricing of receipts and issue of material and accounting thereof; accounting and control of wastage, spoilage and defectives. (ii) Labour cost – classification of labour costs, payroll procedures, monetary and non–monetary incentive schemes; labour turnover and remedial measures; treatment of idle time and overtime. (iii) Direct expenses – nature, collection and classification of direct expenses and its treatment. (iv) Overheads – nature, classification, collection, allocation, apportionment, absorption and control of overheads.
10.	Methods of costing – unit costing, contract costing.
11.	Budgetary control – preparation of various types of budgets, advantages and limitations; budgetary control reports to management.
12.	Marginal costing – application of marginal costing; cost–volumeprofit relationship; break–even analysis, preparation of break–even charts; profit – volume graph; practical application of profit volume ratio.
13.	Analysis and interpretation of financial statements – nature, objectives; latest trends in presenting financial data; importance and limitations; accounting ratios - classification, advantages and limitations.
14.	Cash flow statements – classification of cash flows, preparation and usefulness.

Readings

Title	Author	Publisher
Advanced Accounts-Vol. II	M.C.Shukla, T.S. Grewal & S.C.Gupta	S.Chand
Company Accounts	R.L.Gupta & M Radhaswamy	Sultan Chand
Advanced Accountancy-Vol. II	S.P.Jain & K.L.Narang	Kalyani Publishers
Corporate Accounting	S.N.Maheshwari	Vikas Publishing House
Advanced Accounting-Vol. 2	Ashok Sehgal & Deepak Sehgal	Taxmann’s
Fundamentals of Corporate Accounting	J.R.Monga	Mayur Paperbacks
Cost and Management Accounting	S.P.Jain & K.L.Narang	Kalyani Publishers
Cost and Management Accouning	M.N.Arora	Himalaya Publishing House
Managmenet Accountaing	R.S.N.Piallai Bhagvathi	S.Chand
Cost and Management Accounting	V.K.Saxena & C.D.Vashist	Sultan Chand
A Text Book of Cost and Management Accounting	M.N.Arora	Vikas Publishing House
Cost and Management Accounting	S.N.Maheshwari	Sultan Chand
Cost Accounting	S.N.Maheswari & S N Mittal	shree Mahavir Book Depot
Management Accounting	I.M.Pandey	Vikas Publishing House
Cost and Management Accounting – A Managerial Emphasis	C.T.Horngren	Pearson Education

References

Title	Author	Publisher
International Financial Reporting Standards (IFRSs)		Taxmann Publication
Indian Accounting Standards & GAPP	Dolphy D’Souza	Snow White Publications
Compendium of Accounting Standards		The Institute of Chartered Accountants of India
Cost and Management Accounting	S.P.Lyengar	SultanChand
Advanced Management Accounting	Ravi M.Kishore	Taxmann Publication
Theory and Problems of Management and Cost Accounting	M.Y.Khan & P.K.Jain	McGraw-Hill Education
Advanced Management Accounting	Kaplan & Atkinson	Pearson Education
Cost Accounting Principles and Practice	B.M.Lall Nigam & I.C. Jain	Prentice Hall of India
Management and Cost Accounting	Drury Colin	International Thomson Business Press
Cost and Management Accounting	Duncan Willamson	Pearson Education
Managerial Accounting	Dominiak & Louderback	South Western College, Publishing Company

CS_EP :: Executive Programme
Paper 3 : Tax Laws
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Working knowledge.

Objective . . .

(i)	To impart knowledge of the basic principles underlying the substantive provisions of income-tax, wealth tax, service tax and value added tax laws to the students.
(ii)	To equip students with application of principles and provisions of above tax laws in computation of income and taxation of a 'person' excluding companies under various heads of income and their assessment procedures.

Contents . . .

Part A : The Income – Tax Act (60 Marks)

1.	Definitions, concept of income, previous year, assessment year, residential status.
2.	Distinction between capital and revenue receipts and expenditure.
3.	Basis of charge and scope of total income (Incomes deemed to accrue or arise in India and deemed to be received in India).
4.	Incomes which do not form part of total income.
5.	Computation of total income under various heads, such as – salaries, income from house property, profit and gains of business or profession, capital gains, income from other sources.
6.	Income of other persons included in assessee's total income; aggregation of income and set off or carry forward of losses; various deductions to be made in computing total income, rebates and reliefs; applicable rates of taxes and tax liability.
7.	Taxation of every person excluding companies, viz., individuals including non–residents, Hindu Undivided Family, firms, association of persons, cooperative societies, trusts and charitable and religious institutions, etc.
8.	Provisions concerning procedure for filing returns, signatures, efiling, assessment and reassessment.
9.	Tax deducted at source, collection, recovery and refund of tax; provisions of advance tax.
10.	Charge of banking cash transaction tax, taxable banking transaction, value of taxable banking transaction, collection, recovery, return, assessment, rectification, interest on delayed payments, penalty, appeal, power to make rules.

11.	Charge of fringe benefit tax, fringe benefits and deemed fringe benefits, valuation, payment and return of fringe benefits, assessment, issue of notice, advance tax in respect of fringe benefits.
12.	Wealth Tax Charge of wealth tax; assets; deemed assets and assets exempt from tax; valuation of assets; computation of net wealth, return of wealth and provisions concerning assessment.

Part B : Service Tax (20 Marks)

13.	Background, Statutory provisions, taxable services, valuation, administrative mechanism and procedural aspects, rate and computation of tax.
14.	Assessment, levy, collection and payment of service tax, exemptions, CENVAT credit for service tax, returns, appeals, revisions, advance rulings, role of Practising Company Secretaries.

Part C : Value Added Tax (20 Marks)

15.	Legislative background, concept of VAT - white paper on VAT, Report of Empowered Committee of State Finance Ministers, constitutional provisions, relationship of VAT with inter–state commerce and works contract tax, liability under VAT; withdrawal of Central Sales Tax; Goods and Service Tax; .
16.	Computation, procedural aspects including registration, filling of returns, rates of tax, assessment, credit and set-off, returns, refunds, audit, appeals, revision and appearances.
17.	Appointment, jurisdiction and powers of authorities, certifications for professionals.
18.	Concept of VAT on services, VAT in other countries, scope for Company Secretaries.

Readings

I. Income Tax:

Title	Author	Publisher
Students Guide to Income-tax	Dr.V.K.Singhania	taxmann Publications
Systematic Approach to Income-tax and Sales-tax	Girish Ahuja and Ravi Gupta	Bharat Law House
Direct Taxes – practice and Planning	B.B.Lal	Konark Publishers
Direct Taxes (with Tax Planning)	Dr.H.C.Mehrotra and Dr. S.P. Goyal	Sahitya Bhawan
Income-tax for Students	Sharad Bhargava	Mashbra Industries

II. Service Tax and Value Added Tax:

Title	Author	Publisher
Indirect Taxes – Law and Practice	V.S.Datey	Taxmann Publications
Indirect Taxes	V.Balachandran	Sultan Chand
Service Tax	J.K.Mittal	Bharat Law House
All India VAT manual (4 Vols.)	Balram Sangal & Jagdish Rai Goel	Commercial Law Publisheres

References

Title	Author	Publisher
Income-tax(Volumes I & II)	Kanga & Palkhivala	Lexis Nexis (Butterworths)

Journals

Title	Author	Publisher
Chartered Secretary (Monthly Journal)		I.C.S.I., New Delhi.
Student Company Secretary (Monthly Bulletin)		I.C.S.I., New Delhi.
Income Tax Reports		Company Law Institute of India Pvt. Ltd., Tyagaraja Road, Madras.
Taxmann		Taxmann; 59/32, New Rohtak Road, New Delhi-110 005.
Taxation		Taxation; 174 Jor Bagh, New Delhi.
Excise Law Times		Centex Publications; Defence Colony, 1512-B, Sachdeva P.T.College of Defence Colony, New Delhi-110 003.
Tax and Corporate Referencer		Bharat Law House Pvt. Ltd; 22, Tarun Enclave, Pitampura, New Delhi-110 034.

Note:

1.	Students are advised to read the relevant Bare Acts. ‘Student Company Secreatry’ and ‘Chartered Secreatry’ regularly for updating the knowledger.
2.	The latest editions of all the books relevant for the applicable assessment year referred to above should be read.

CS_EP :: Executive Programme
Paper 4 : Company Law
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Working knowledge.

Objective . . .

To develop an understanding of the regulation of companies and to provide thorough knowledge of the various provisions of the Company Law in India as well as Schedules and Rules made thereunder including their interpretation through case laws, departmental circulars, clarifications, notifications, etc.

Contents . . .

1.	Introduction
	Nature and form of business enterprise ; types of business enterprises; company – definition and nature. Historical development of corporate concepts ; emergence of principles of limited liability and development of Company Law in England and India. Concept of corporate personality; corporate veil and its lifting. Working and administration of Company Law.
2.	Incorporation and its Consequences
	Types of companies and their incorporation; memorandum and articles of association and their alteration; registered office; publication of name; commencement of business; contracts; deeds; common seal; effect of incorporation. Re–registration and registration of unregistered joint–stock companies. The doctrine of ultra-vires, constructive notice and indoor management. Promoters – meaning and importance; position, duties and liabilities.
3.	Financial Structure
	Concept of capital and financing of companies, sources of capital; classes and types of shares; equity with differential rights; issue of shares at par, premium and discount; forfeiture and surrender of shares; bonus issues; rights issues; issue of sweat equity shares; employees stock option scheme; private placement. Alteration of share capital; reduction of capital; buy–back of shares. Debt capital – debentures, debenture stock, bonds; new developments in corporate debt financing; debenture trust deed and trustees; conversion of and redemption of debentures. Securing of debts – creation, modification and satisfaction of charges. Prospectus – definition; abridged prospectus; red-herring prospectus; shelf prospectus; information memorandum; contents, registration, misrepresentations and penalties. Allotment and certificates – contracts to subscribe for shares, debentures and other securities; calls; share certificates and share warrants.
4.	Membership, Depositories and Transfer/Transmission
	Membership – modes of acquiring membership; rights and privileges of members, register of members; dematerialisation and rematerialisation of securities; transfer and transmission of securities in physical and depository modes; nomination.
5.	Management and Control of Companies
	Directors – appointment/re–appointment, qualifications, disqualifications, remuneration, vacation of office, retirement, resignation and removal; loans to directors; powers and duties; office or place of profit; role of directors; contracts in which directors are interested. Managing and whole–time directors and manager. Company secretary – appointment, role and responsibilities; company secretary as a principal officer. Meetings of directors and committees – frequency, convening, and proceedings of Board /Committee meetings; tele and videoconferencing of Board/Committee(s); resolution by circulation; minutes and evidence General meetings – kinds of meetings; law, practice and procedure relating to convening and proceedings at general and other meetings – notice, quorum, proxy, voting including voting through electronic means, resolutions, circulation of member's resolution, etc.; postal ballot; recording, signing and inspection of minutes; role of chairman. Distribution of powers of a company – division of powers between Board and general meetings; acts by directors in excess of authority; monitoring and management. Sole Selling and Buying Agents – Meaning, appointment and reappointment, removal; powers of Central Government and rules framed for the purpose.

6.	Dividend
	Profit and ascertainment of divisible profits; declaration and payment of dividend; treatment of unpaid and unclaimed dividend; transfer of unpaid and unclaimed dividend to Investor Education and Protection Fund.
7.	Investments, Loans and Deposits
	Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security. Invitation, acceptance, renewal, repayment, default and remedies.
8.	Accounts and Audit
	Books of account; financial statements; audit and auditor's report; powers of the Central Government to direct special audit; cost audit. Auditors – appointment, resignation and removal; qualification and disqualification; rights, duties and liabilities.
9.	Board's Report and Disclosures–
	preparation; disclosures; director's responsibility statement. Compliance certificate – need and purpose; issue and signing by practising company secretary; disclosure and filing.
10.	Registers and Returns
	maintenance, authentication, presentation and inspection of statutory books/registers prescribed under various provisions of the company law and filing of various forms/ returns to Registrar of Companies; procedure and penalties for delayed filing, etc. Annual Return – Nature and significance ; contents ; filling – preparation and disclosures; signing, certification and filing; maintenance, place of keeping and its inspection.
11.	Inspection and Investigation
	Inspection of documents, books of account, registers etc; powers of the inspector, seizure of books and documents, inspector's report; power of the Registrar of Companies, investigation into affairs of the company.
12.	Majority Rule and Minority Rights
	Law relating to majority powers and minority rights. Shareholder remedies – actions by shareholders; statutory remedies; personal actions; prevention of oppression and mis-management.
13.	Compromises and Arrangements
	an overview.
14.	Societies, Co-operative Societies, Trusts, Producer Companies and Limited Liability Partnerships
	Concept, formation, membership, functioning and dissolution.
15.	Application of Company Law to Different Sectors such as Banking, Insurance, etc.
16.	Offences and Penalties
	an overview.
17.	Striking off Name of Companies.
	Concept.
18.	Winding up of Companies
	Concept and modes.
19.	An Introduction to E-governance

Readings

Title	Author	Publisher
Company Law	Dr. Avtar Singh	Eastern Book Company
Guide to Companies Act	A. Ramaiya	Wadhwa
Company Law	B.K.Sen Gupta	Eastern Law House
Manual on Capital Issues		ICSI Publication
Company Law	K.C.Garg, R.C.Chawla,Vijay Gupta	Kalyani Publishers
Company Law and Practice	A.K.Mujumdar, Dr.G.K.Kapoor	Taxmann
Students’ Guide to Corporate Laws	V.S.Datey	Taxmann
Company Law and Practice	P.K.Ghosh & V.Balachandran	Sultan Chand
Modern Indian Company Law	M.C.Kuchhal	Shri Mahavir Book Depot
Company Law	H.K.Saharay	Universal Law Publishing

References

Title	Author	Publisher
Company Law Ready Reckoner;	R.Suryanarayanan	Commercial Law Publishers
Company Law (Vol.1)	Palmer	Stevens
Principles of Modern Company Law	L.C.B. Gower	Stevens
Circulars & Clarifications on Company Law	Bhargava & Bhargava	Taxmann
Corporate Laws	Bare Act	Taxmann

Journals

Title	Author	Publisher
Chartered Secretary		ICSI, New Delhi.
Student Company Secretary		ICSI, New Delhi.
Corporate Law Adviser		Corporate Law Advisers, Post Bad No.3, Vasant Vihar, New Delhi.
Company Law Journal		L.M.Sharma, Post Box No.2693, New Delhi-110 005.

Note:

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

CS_EP :: Executive Programme
Paper 5 : Economic and Labour Laws
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Working knowledge.

Objective . . .

To provide an understanding of &masdh;

(i) certain economic laws; and

(ii) important labour laws which have direct relevance to the functioning of companies.

Contents . . .

Part A : Economic Laws (60 Marks)

1.	Industries Development and Regulation
	Objects and definitions – an overview of current Industrial Policy; regulatory mechanism under IDRA. The Micro, Small and Medium Enterprises Development Act, 2006.
2.	Foreign Trade Policy and Procedures
	Main features; served from India scheme; export promotion council; vishesh krishi and gram udyog yojana; focus market scheme; duty exemption and remission schemes; advance authorisation scheme and DFRC, DEPB, EPCG, etc; EOUs, EHTPs, STPs, BPTs and SEZs.
3.	Trade, Competition and Consumer Protection
	Concept of competition, development of competition law, overview of MRTP Act; Competition Act, 2002 - anti competitive agreements, abuse of dominant position, combination, regulation of combinations, Competition Commission of India; Appearance before Commission, compliance of Competition Law. Consumer protection in India, genesis of the law; objects; rights of consumers; nature and scope of remedies; appearance before Consumer Dispute Redressal Forums.
4.	Essential Commodities and Standards of Weights and Measures
	Objects; powers of Central Government, seizure and confiscation of essential commodities; summary trial; Standards of Weights and Measures Act, 1976.
5.	Management of Foreign Exchange Transactions
	Objectives and definitions under FEMA. Current account transactions, Capital account transactions, foreign direct investment in India and abroad, acquisition and transfer of immovable property; Establishment in India of branch, office etc; Export of goods and services; Realisation and repatriation of foreign exchange, authorised person, penalties and enforcement. Foreign contributions and hospitality; Exemptions, powers of Central Government, adjudication and appeal; offences and penalties.
6.	Pollution Control and Environmental Protection
	Concept of sustainable development, Government policy regarding environment, law relating to Prevention and Control of Air Pollution and Water pollution, Environment (Protection) Law; Appearance before Environment Tribunal/Authority.
7.	Management of Intellectual Property Rights
	Concept and development of intellectual property law in India. Law and procedure relating to patents, trade marks and copyrights; Overview of laws relating to other related intellectual property rights. Intellectual Property Appellate Board
8.	Prevention of Money Laundering
	Genesis, concept and definitions, various transactions, etc. obligations of banks and financial institutions, RBI Guidelines on KYC.

Part B : Labour Laws (40 Marks)

9.	Minimum Wages Act, 1948
	Object and scope; Minimum Wages Act, Advisory Board, Central Advisory Board; Authority and claims, compliances, offences and penalties.
10.	Payment of Bonus Act, 1965
	Object, application and major provisions; Exemption; compliances, offences and penalties.
11.	Payment of Gratuity Act, 1972
	Application and major provisions ; Controlling Authority and the Appellate Authority, obligations and rights of employers and employees and compliances.
12.	Employees' Provident Funds and Miscellaneous Provisions Act, 1952
	Application and major provisions; Exemption and compliances.
13.	Employees' State Insurance Act, 1948
	Application and major provisions; Employees' State Insurance, Employees' State Insurance Corporation, Employees' Insurance Court; Exemptions and compliances.
14.	Workmen's Compensation Act, 1923
	Object, scope and major provisions including proceedings before the Commissioner, appeals, compliances, penalties, special provisions.
15.	Contract Labour (Regulation and Abolition) Act, 1970
	Application, scope and major provisions including Advisory boards, registration of establishments, appointment of licensing officer; Welfare and health; compliances; penalties and procedure and inspectors.
16.	Industrial Disputes Act, 1947
	Concept, objective, and significance, Authorities; procedure and powers; unfair labour practices, penalties.
18.	Factories Act, 1948
	Object, scope and major provisions; Authorities, compliances and penalties.

Readings

Title	Author	Publisher
Competition Law Today – Concepts, Issues and the Law in Practice	Vinod Dhall	Oxford University Press
Competition Law in India – Policies, Issues, and Developments	T.Ramappa	Oxford University Press
Law of Monopolistic Restrictive and Unfair Trade Practices, Third Edition, 1997	S.M.Dugar	Wadhwa & Company
Practitioner’s Guide to Consumer Protection Law.		ICSI
Handbook on Consumer Protection Law	Dr.K.R.Chandratre	Vidhi Publishing
Consumer Protection Law and practice	Dr.V.K.Aggarwal	Bharat Law House
Law of Consumer Protection	Dr.Gurbax Singh	Bharat Law Publications
Consumer Protection Act & Rules, Law Links	Kuldeep Saxena
Evironmental Law	Sumeet Malik	Eastern Book Company
The Environment Law	Dr.H.N.Tripathi	Eastern Book Company
Commentaries on Water and Air Pollution Laws	Lall’s	Delhi Law House
Guide to New Industrial Policy, with Procedure	Rajiv Jain	India Investment Publications
Prevention of Money-Laundering Act.	Bare Act
International Guide to Money-Laundering Law and Practice	Richard Parlour
Foreign Exchange Management Act.	Bare Act
Foreign Exchange Management Manual.	Snow White
The Law of Trademarks, Copyright, Patents and Design.	S.K.Roy Chaudhary & H.K.Saharay
Law Relating to Patents, Trademarks, Copyright, Designs and Geographical Indications	B.L.Wadehra
Law of Trademarks in India.	Aswani Kr.Bansal
The Management of Intellectual Property.	Satyawrat Ponkse
Foreign Trade Policy and Procedure.	Ministry of Commerce & Industry
Industrial Law	P.L.Malik	Eastern Book Company
Handbook of Industrial Law	N.D.Kapoor	Sultan Chand
Economic, Labour and Industrial Laws	S.S.Gulshan & G.K.Kapoor	Sultan Chand
Labour and Industrial Laws	P.L.Malik	Eastern Book Company
Labour Laws	H.L.Kumar	Universal Laws Publishing
Labour & Industrial Laws (Legal Manual)		Universal Law Publishing

CS_EP :: Executive Programme
Paper 6 : Securities Laws and Compliances
[One paper: Three Hours – 100 marks]

Level of Knowledge :

Expert knowledge

Objective . . .

To provide expert knowledge and understanding of securities laws and the regulatory framework concerning capital markets in India.

Contents . . .

Part A : Securities Laws (60 Marks)

1.	An Overview of Legal and Regulatory Framework
	Capital market regulatory framework — Securities Contracts (Regulation) Act, 1956; SEBI Act, 1992; Depositories Act, 1996; authorities governing capital markets; objective, power and functions of SEBI; Securities Appellate Tribunal, appearance before SAT. Profile of securities market; securities market reforms and regulatory measures to promote investor confidence; growth of money market in India – structure and institutional mechanism.
2.	Capital Market Instruments and Rating
	Capital market instruments - equity, debentures, preference shares, sweat equity, non-voting shares ; new instruments of capital market – pure, hybrid and derivatives; money market instruments - treasury bills, commercial bills, commercial paper, participatory notes; rating and grading of instruments; concept, scope and significance; regulatory framework; rating agencies in India, rating methodologies.
3.	Capital Market Intermediaries
	Primary market and secondary market intermediaries – role and functions, merchant bankers, stock brokers, registrars to an issue, underwriters, bankers to issue, portfolio managers, debenture- trustees, foreign Institutional investors etc., self regulatory organisations, guidelines on anti money laundering; surveillance; holding of enquiry.
4.	Secondary Market Institutions
	Functions and significance of stock exchanges; regulatory framework; operations and trading mechanism of stock exchanges; Settlement of securities, surveillance mechanism at stock exchanges, straight through processing, demutualisation of stock exchanges.
5.	Mutual Funds
	Introduction, definitions, types, risks involved, setting up of mutual fund; concept of Trustee and Asset Management Company; regulatory framework.
6.	Venture Capital
	Concept of venture capital, regulatory framework, registration, investment conditions and restrictions, foreign venture capital investors, private capital funds.
7.	Collective Investment Schemes
	Regulatory framework governing collective investment schemes, restrictions on business activities, submission of information and documents, trustees and their obligations.
8.	Buy–Back of Securities
	Objectives of buy-back; available sources for buy–back of securities; conditions to be fulfilled and obligations for buy-back of securities of both listed and unlisted companies; pricing for buy back; modes of buy–back.
9.	Depository System
	Overview of depository system in India; Depositories Act; definitions, setting up of depository; role and functions of depository; depository participants; inspection and penalties; internal audit and concurrent audit of depository participants.

Part B : Issue Management and Compliances (40 Marks)

10.	Issue of Capital
	Listing of securities; SEBI Guidelines for Disclosure and Investor Protection (DIP), procedure for issue of various types of shares and debentures, employee stock option scheme; and employee stock purchase scheme, delising of securities.
11.	Resource Mobilisation in International Capital Market
	Listing of securities issued outside India - Foreign Currency Convertible Bonds, Global Depository Receipts, American Depository Receipts; External Commercial Borrowings, procedure for issue of various instruments.
12.	Indian Depository Receipts
	Indian Depository Receipts, procedure for making an issue of IDRs; conditions for issue of IDRs; listing of IDRs.

Readings

Title	Author	Publisher
Capital Market in India	E.Gordon & K.Natarajan	Himalaya Publishing House
Guide to Indian Capital Market	Sanjeev Aggarwal	Bharat Law House
SEBI Practice Manual	V.L.Iyer	Taxman Allied Service
Indian Financial Systems	M.Y.Khan	Tata McGraw Hill
SEBI – Law	S.Suryanarayanan & V.Varadarajan	Commercial Law Publishers

References

Title	Author	Publisher
Compliances and Procedures under SEBI Law	Mamta Bhargava	Shreeji Publishers
SEBI Manual	Taxmann
Investment Management - Security Analysis and Portfolio Management	V.K.Bhalla	S.Chand
Capital Markets in Central and Eastern Europe.	Christian Helmenstein	Eastern Book Company
SEBI Annual Report		SEBI
Indian Securities Market – A Review		NSE Yearly Publication.
Financial Derivatives – Risk Management	V.K.Bhalla	S.Chand
Capital Market Management	Dr.V.A.Avadhani	Himalaya Publishing House
Investment & Securities Markets in India	Dr.V.A.Avadhani	Himalaya Publishing House
How mutual funds work	Fred Man; Wiles	Prentice Hall of India
Euro Issue		Taxmann

Journals

Title	Author	Publisher
SEBI and Corporate Laws		Taxmann, 59/32, New Rohtak Road, New Delhi-110 005.
Corporate Law Adviser		Corporate Law Adviser, Post Bag No.3, Vasant Vihar, New Deli-110 052.
SEBI Monthly Bulletin		SEBI, Mumbai.
NSE News		National Stock Exchange of India Ltd. Mahindra Towers, Worli, Mumbai-400018.

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.