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Papers under Executive Programme
Executive Programme
Module 1
Paper 1
Jurisprudence, Interpretation and General Laws (Max Marks 100)
Objective
To provide understanding and working knowledge of sources of law, Constitution,
legislative environment, interpretation of statutes and general laws.
Detailed Contents
1. Sources of Law : Meaning of Law and its Significance; Relevance of Law to Civil
Society; Jurisprudence & Legal Theory; Schools of Law propounded by Austin, Dean
Roscoe Pound, Salmond, Kelsen and Bentham; Statutes, Subordinate Legislation,
Custom, Common Law, Precedent, Stare decisis.
2. Constitution of India : Broad Framework of the Constitution of India; Fundamental
Rights, Directive Principles of State Policy and Fundamental Duties; Legislative
framework and Powers of Union and States; Judicial framework;
Executive/Administrative framework; Legislative Process; Money Bill; Finance Bill
and Other Bills; Parliamentary Standing Committees and their Role; Writ
Jurisdiction of High Courts and the Supreme Court; Different types of writs.
3. Interpretation of Statutes : Need for interpretation of a statute; Principles of
Interpretation; Aids to Interpretation; Legal Terminologies; Reading a Bare Act &
Citation of Cases.
4. General Clauses Act, 1897 : Key Definitions; General Rule of Construction;
Retrospective Amendments; Powers and Functions; Power as to Orders, Rules etc.,
made under Enactments.
5. Administrative Laws : Conceptual Analysis; Source and Need of Administrative
Law; Principle of Natural Justice; Administrative Discretion; Judicial Review & Other
Remedies; Liability of Government, Public Corporation.
6. Law of Torts : General conditions of Liability for a Tort; Strict and Absolute
Liability; Vicarious Liability; Torts or wrongs to personal safety and freedom;
Liability of a Corporate Entity/Company in Torts; Remedies in Torts.
7. Limitation Act, 1963 : Computation of the Period of Limitation; Bar of Limitation;
Effect of acknowledgment; Acquisition of ownership by Possession; Classification of
Period of Limitation.

ICSI
NEW
SYLLABUS
November 2017
© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
Copyright :- The Institute of Company Secretaries of India. All rights reserved. No part
of this Syllabus may be translated or copied in any form or by any means without the
prior written permission of The Institute of Company Secretaries of India.
(ii)
In today’s competitive and contestable business environment, the professional qualification has assumed
greater significance to attain excellence in career. A professional course which bridges the gulf between
theory and practice and covers significant facets of the course plays a crucial role in building the career of a
student. In other words, a good syllabus implies a bright career. In light of this vital fact, The Institute of
Company Secretaries of India made an endeavour to revise its syllabus of Executive Programme and
Professional Programme.
To provide practical perspective to the New Syllabus, an innovative concept of Core, Ancillary and Hybrid
were embraced while designing the structure and contents of the syllabus of various subjects. The syllabus
revising exercise also took cognizance of an important facet that with expected role profile of Company
Secretary profession, certain new subjects got introduced. The most prodigious development in this process
is inclusion of Multidisciplinary Case Studies which will assist in providing a fillip to simulation learning
approach, which in turn will assist a student to comprehend the finer aspects of corporate issues. Similarly,
subjects like, Jurisprudence, Interpretation and General Laws; Financial and Strategic Management; Setting
up of Business Entities and Closure etc. will be of immense academic and practical value due to their coverage
of topics which has a robust linkage to the Company Secretary profession.
As in any professional course, specialization is a key component , relevant elective subjects have been
included in the New Syllabus focusing on Banking, Insurance, Valuation, Business Modelling, Insolvency,
Labour Laws and Forensic Audit.
At times it happens that after entering an employment or practice a professional may think that pursuing a
particular course would have added wings to his or her career which he or she could not do while pursuing a
professional course. In order to enable such members and students to value add to their qualifications
extremely relevant Post Membership Qualification and Certification Courses, have also been identified.
The New Syllabus would not have witnessed the light of the day without the relentless efforts of CS Pavan
Kumar Vijay, Past President ICSI and Chairman, Core Group on Vision New ICSI 2022 and CS
Ramasubramaniam C, Chairman, Syllabus Review Board who conceptualized the New Syllabus and took it to
zenith. I also commend the sincere endeavours of Mr.V.K.Aggarwal, Former Principal Director, ICSI who
ensured that all the aspects pertinent to the various subjects of Executive Programme and Professional
Programme are duly captured in order to have a holistic approach and to give the New Syllabus
contemporary practical outlook.
I am highly grateful to all the Members of Syllabus Review Board, Core Group on Vision New ICSI 2022,
Secretarial Standards Board, Committee formed for finalization of syllabus, industry experts, various
stakeholders and officials of the Secretariat of ICSI who have provided their valuable views and suggestions at
every stage of preparation of the syllabus and played a crucial role in bringing out the New Syllabus.
It can be said without an iota of doubt that the New Syllabus will be like a ‘Pole Star’ guiding the ‘Governance
Professionals-in-Making to reach their desired destination and attain excellence in their career.
Date : November 19, 2017 CS (Dr.) Shyam Agrawal
Place : New Delhi President, ICSI
(iii)
FROM THE PRESIDENT

1
ICSI NEW SYLLABUS
2
Executive Programme
Module – 1
1. Jurisprudence, Interpretation and General Laws
2. Company Law
3. Setting up of Business Entities and Closure
4. Tax Laws
Module – 2
5. Corporate & Management Accounting
6. Securities Laws & Capital Markets
7. Economic, Business and Commercial Laws
8. Financial and Strategic Management
Professional Programme
Module – 1
9. Governance, Risk Management, Compliances and Ethics
10. Advanced Tax Laws
SCHEME OF SYLLABUS
3
11. Drafting, Pleadings and Appearances
Module – 2
12. Secretarial Audit, Compliance Management and Due
Diligence
13. Corporate Restructuring, Insolvency, Liquidation &
Winding-up
14. Corporate Funding & Listings in Stock Exchanges
Module – 3
15. Resolution of Corporate Disputes, Non-Compliances &
Remedies
16. Multidisciplinary Case Studies
17. Elective Paper – Students are required to opt one elective
paper out of the following elective subjects offered to him:
1. Banking – Law & Practice
2. Insurance – Law & Practice
3. Intellectual Property Rights– Laws and Practices
4. Forensic Audit
5. Direct Tax Laws & Practice
6. Labour Laws & Practice
7. Valuations & Business Modelling
8. Insolvency– Law and Practice
4
Papers under Executive Programme
Executive Programme
Module 1
Paper 1
Jurisprudence, Interpretation and General Laws (Max Marks 100)
Objective
To provide understanding and working knowledge of sources of law, Constitution,
legislative environment, interpretation of statutes and general laws.
Detailed Contents
1. Sources of Law : Meaning of Law and its Significance; Relevance of Law to Civil
Society; Jurisprudence & Legal Theory; Schools of Law propounded by Austin, Dean
Roscoe Pound, Salmond, Kelsen and Bentham; Statutes, Subordinate Legislation,
Custom, Common Law, Precedent, Stare decisis.
2. Constitution of India : Broad Framework of the Constitution of India; Fundamental
Rights, Directive Principles of State Policy and Fundamental Duties; Legislative
framework and Powers of Union and States; Judicial framework;
Executive/Administrative framework; Legislative Process; Money Bill; Finance Bill
and Other Bills; Parliamentary Standing Committees and their Role; Writ
Jurisdiction of High Courts and the Supreme Court; Different types of writs.
3. Interpretation of Statutes : Need for interpretation of a statute; Principles of
Interpretation; Aids to Interpretation; Legal Terminologies; Reading a Bare Act &
Citation of Cases.
4. General Clauses Act, 1897 : Key Definitions; General Rule of Construction;
Retrospective Amendments; Powers and Functions; Power as to Orders, Rules etc.,
made under Enactments.
5. Administrative Laws : Conceptual Analysis; Source and Need of Administrative
Law; Principle of Natural Justice; Administrative Discretion; Judicial Review & Other
Remedies; Liability of Government, Public Corporation.
6. Law of Torts : General conditions of Liability for a Tort; Strict and Absolute
Liability; Vicarious Liability; Torts or wrongs to personal safety and freedom;
Liability of a Corporate Entity/Company in Torts; Remedies in Torts.
7. Limitation Act, 1963 : Computation of the Period of Limitation; Bar of Limitation;
Effect of acknowledgment; Acquisition of ownership by Possession; Classification of
Period of Limitation.
5
8. Civil Procedure Code, 1908 : Structure and Jurisdiction of Civil Courts; Basic
Understanding of Certain Terms – Order, Judgment and Decree, Stay of Suits, Cause
of Action, Res Judicata, Summary Proceedings, Appeals, Reference, Review and
Revision; Powers of Civil Court and their exercise by Tribunals; Institution of Suit;
Summary Procedure.
9. Indian Penal Code, 1860 : Introduction; Offences against Property-Criminal
Misappropriation of Property, Criminal Breach of Trust, Cheating, Fraudulent Deeds
and Dispositions of Property; Offences relating to Documents and Property MarksForgery;
Defamation; Abetment and Criminal Conspiracy.
10. Criminal Procedure Code, 1973 : Classes of Criminal Courts; Power of Courts;
Arrest of Persons; Mens Rea; Cognizable and Non-Cognizable Offences; Bail;
Continuing Offences; Compounding of Offences; Summons and Warrants; Searches;
Summary Trial.
11. Indian Evidence Act, 1872 : Statements about the facts to be proved; Relevancy of
facts connected with the fact to be proved; Opinion of Third Persons ; Facts of which
evidence cannot be given; Oral, Documentary and Circumstantial Evidence; Burden
of proof; Presumptions; Estoppel; Witness; Improper admission & rejection of
evidence.
12. Special Courts, Tribunals under Companies Act & Other Legislations :
Constitution; Powers of Tribunals; Procedure before Tribunals; Powers of Special
Courts; Power to punish for contempt; Overview of NCLT Rules; Quasi-Judicial
Authorities.
13. Arbitration and Conciliation Act, 1996 : Arbitration Law in India; Appointment of
Arbitrators; Judicial Intervention; Award; Recourse against Award; Conciliation and
Mediation.
14. Indian Stamp Act, 1899 : Key Definitions; Principles of Levy of Stamp Duty;
Determination, Mode and timing of Stamp Duty; Person responsible; Consequences
of Non-Stamping and Under-Stamping; Adjudication; Allowance and Refund ;
Concept of E-Stamping.
15. Registration Act, 1908 : Registration of Documents : Compulsory, Optional; Time
and Place of Registration; Consequences of Non-Registration; Prerequisites for
Registration.
16. Right to Information Act, 2005 : Key Definitions; Public Authorities & their
Obligations; Role of Central/State Governments; Central Information Commission;
State information Commission.
17. Information Technology Act, 2000 : Introduction, definition, important terms
under the Act; Digital Signatures, Electronic Record, Certifying Authority, Digital
Signature Certificate; Cyber Regulation Appellate Tribunal; Offences and Penalties;
Rules relating to sensitive personal data under IT Act.
Case Laws, Case Studies & Practical Aspects
6
Executive Programme
Module 1
Paper 2
Company Law (Max Marks 100)
Objective
To impart expert knowledge of the various provisions of the Companies Act, its
schedules, rules, notifications, circulars including secretarial practice, case laws and
Secretarial Standards.
Detailed Contents
Part I : Company Law, Principles & Concepts (50 Marks)
1. Introduction to Company Law : Jurisprudence of Company Law; Meaning, Nature,
Features of a company; Judicial acceptance of the company as a separate legal entity;
Concept of Corporate Veil, Applicability of Companies Act; Definitions and Key
Concepts.
2. Shares and Share Capital : Meaning and types of Capital; Concept of issue and
allotment; Issue of Share certificates; Further Issue of Share Capital; Issue of shares
on Private and Preferential basis; Rights issue and Bonus Shares; Sweat Equity
Shares and ESOPs; Issue and Redemption of preference shares; Transfer and
Transmission of securities; Buyback of securities; dematerialization and rematerialization
of shares; Reduction of Share Capital.
3. Members and Shareholders : How to become a member; Register of Members;
Declaration of Beneficial Interest; Rectification of Register of Members; Rights of
Members; Variation of Shareholders’ rights; Shareholders Democracy; Shareholder
agreement, Subscription Agreements, Veto powers.
4. Debt Instruments : Issue and redemption of Debentures and Bonds; creation of
security; Debenture redemption reserve; debenture trust deed; conversion of
debentures into shares; Overview of Company Deposits.
5. Charges : Creation of Charges; Registration, Modification and Satisfaction of
Charges; Register of Charges; Inspection of charges; Punishment for contravention;
Rectification by Central Government in Register of charges.
6. Distribution of Profits : Profit and Ascertainment of Divisible Profits; Declaration
and Payment of Dividend; Unpaid Dividend Account; Investor Education and
Protection Fund; Right to dividend; rights shares and bonus shares to be held in
abeyance.
7. Corporate Social Responsibility : Applicability of CSR; Types of CSR Activities; CSR
Committee and Expenditure; Net Profit for CSR; Reporting requirements.
7
8. Accounts, Audit and Auditors : Books of Accounts; Financial Statements; National
Financial Reporting Authority; Auditors-Appointment, Resignation and Procedure
relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities;
Audit and Auditor’s Report; Cost Audit; Secretarial Audit; Special Audit; Internal
Audit.
9. Transparency and Disclosures : Board’s Report; Annual Return; Annual Report;
Website disclosures; Policies.
10. An overview of Inter-Corporate Loans, Investments, Guarantees and Security,
Related Party Transactions.
11. Registers and Records : Maintenance and Disposal.
12. An overview of Corporate Reorganization : Introduction of Compromises,
Arrangement and amalgamation, Oppression and Mismanagement, Liquidation and
winding-up; Overview of Registered Valuers; Registration Offices and Fees;
Companies to furnish information and statistics.
13. Introduction to MCA 21 and filing in XBRL.
14. Global Trends and Developments in Company Law.
Case Laws, Case Studies and Practical Aspects.
Part II: Company Administration and Meetings – Law and Practices (40 Marks)
15. Board Constitution and its Powers : Board composition; Restriction and Powers
of Board; Board Committees- Audit Committee, Nomination and Remuneration
Committee, Stakeholder relationship Committee and other Committees.
16. Directors : DIN requirement, Types of Directors; Appointment/ Reappointment,
Disqualifications, Vacation of Office, Retirement, Resignation and Removal, and
Duties of Directors; Rights of Directors; Loans to Directors; Disclosure of Interest.
17. Key Managerial Personnel (KMP’s) and their Remuneration : Appointment of
Key Managerial Personnel; Managing and Whole-Time Directors, Manager, Chief
Executive Officer and Chief Financial Officer; Company Secretary – Appointment,
Role and Responsibilities, Company Secretary as a Key Managerial Personnel;
Functions of Company Secretary; Officer who is in default; Remuneration of
Managerial Personnel.
18. Meetings of Board and its Committees : Frequency, Convening and Proceedings of
Board and Committee meetings; Agenda Management; Management Information
System; Meeting Management; Resolution by Circulation; Types of Resolutions;
Secretarial Standard – 1; Duties of Company Secretaries before, during and after
Board/ Committee Meeting.
19. General Meetings : Annual General Meeting; Extraordinary general Meetings; Other
General Meetings; Types of Resolutions; Notice, Quorum, Poll, Chairman, Proxy;
Meeting and Agenda; Process of conducting meeting; Voting and its types-vote on
8
show of hands, Poll, E-Voting, Postal ballot; Circulation of Members’ Resolutions etc.;
Signing and Inspection of Minutes; Secretarial Standard – 2; Duties of Company
Secretaries before, during and after General Meeting.
20. Virtual Meetings : Technological Advancement in conduct of Board Committee &
General Meetings; e-AGM.
Case Laws, Case Studies and Practical Aspects.
Part III : Company Secretary as a Profession (10 Marks)
21. Legal framework governing Company Secretaries : The Company Secretaries
Act, 1980 along with Rules and Regulations; Disciplinary Mechanism and Penalties
for Professional Misconduct; Ethics in Profession, Professional Liabilities.
22. Secretarial Standards Board : Secretarial Standards Board of ICSI; Process of
making Secretarial Standards; Need and Scope of Secretarial Standards.
23. Mega Firms : Concept of mega firms; Benefits of mega firms, Eligibility criteria for
partner, Agreement between partners; management of Firm; Collective
multidisciplinary expertise; Public Relation and Brand Building.
Case Laws, Case Studies and Practical Aspects.
9
Executive Programme
Module 1
Paper 3
Setting up of Business Entities and Closure (Max Marks 100)
Objective
To provide working knowledge and understanding of setting up of business entities
and their closure.
Detailed Contents
Part A : Setting up of Business (40 Marks)
1. Choice of Business Organization : Key features of various structures and issues in
choosing between business structures including identification of location; tax
implications etc.
2. Company : Private Company; Public Company; One Person Company; Nidhi
Company; Producer Company; Foreign Company- Liaison Offices; Branch Office &
Project Office; Formation and Registration.
3. Charter documents of Companies : Memorandum of Association and Articles of
Association; Doctrine of ultra-vires; Doctrine of indoor management; Doctrine of
constructive notice; Incorporation Contracts; Alteration in MOA & AOA- Change of
name; registered office address; objects clause; alteration in share capital and
alteration in articles of association.
4. Legal status of Registered Companies : Small Company; Holding Company;
Subsidiary Company & Associate Company; Inactive Company; Dormant Company;
Government Company.
5. Limited Liability Partnership : Concept of LLP; Formation and Registration; LLP
Agreement; Alteration in LLP Agreement; Annual and Event Based Compliances.
6. Other forms of business organizations : Partnership; Hindu Undivided Family;
Sole Proprietorship; Multi State Co-operative Society; Formation; Partnership
Agreement and its registration.
7. Institutions Not For Profit & NGOs : Section 8 Company; Trust and SocietyFormation
and Registration.
8. Financial Services Organization : NBFCs; Housing Finance Company; Asset
Reconstruction Company; Micro Finance Institutions (MFIs); Nidhi Companies;
Payment Banks; Registration.
10
9. Start-ups : Start-up India Policy; Registration Process; Benefits under the
Companies Act and other Government Policies; Different types of capital- Seed
Capital; Venture Capital; Private Equity; Angel Investor; Mudra Bank.
10. Joint Ventures; Special Purpose Vehicles : Purpose and Process.
11. Setting up of Business outside India : Issues in choosing location; Structure and
the processes involved.
12. Conversion of existing business entity : Conversion of private company into
public company and vice versa; Conversion of Section 8 company into other kind of
Company; Conversion of Company into LLP and vice versa; Conversion of OPC to
other type of company and vice versa; Company authorised to be registered under
the Act (Part XXI Companies); and other types of conversion.
Part B : Registration; Licenses & Compliances (35 Marks)
13. Various Initial Registrations and Licenses : Mandatory Registration – PAN; TAN;
GST Registration; Shops & Establishments; SSI/MSME; Additional
Registration/License – ESI/PF; FCRA; Pollution; Other registration as per
requirement of sector; IE Code; Drug License; FSSAI; Trademark; Copyright; Patent;
Design; RBI; Banking; IRDA; Telecom; I & B; MSME Registration; Udyog Aadhar
Memorandum; Industrial License, Industrial Entrepreneurs Memorandum (IEM);
State Level Approval from the respective State Industrial Department.
14. Maintenance of Registers and Records : Register and Records required to be
maintained by an enterprise.
15. Identifying laws applicable to various Industries and their initial compliances:
Compliance of industry specific laws applicable to an entity at the time of setting up
of the enterprise.
16. Intellectual Property laws (Provisions applicable for setting up of business):
Copyright Act; 1957; Patents Act; 1970; Trade Mark Act; 1999; Geographical
indication of Goods (Registration and Protection) Act; 1999; Designs Act; 2000.
17. Compliances under Labour Laws (Provisions applicable for setting up of
business): Factories Act; 1948; Minimum Wages Act; 1948;Payment of Wages Act;
1936; Equal Remuneration Act; 1976; Employees’ State Insurance Act;
1948;Employees’ Provident Funds and Miscellaneous Provisions Act; 1952;
Payment of Bonus Act; 1965; Payment of Gratuity Act; 1972; Employees
Compensation Act; 1923; Contract Labour (Regulation and Abolition) Act; 1970;
Industrial Disputes Act; 1947; Trade Unions Act; 1926; Maternity Relief Act; 1961;
Child and Adolescent Labour (Prohibition and Regulation) Act; 1986;Persons with
Disabilities ( Equal Opportunities; Protection of Rights and Full Participation ) Act;
1995 Prevention of Sexual Harassment of Women at Workplace (Prevention;
Prohibition and Redressal) Act; 2013.
11
18. Compliances relating to Environmental laws (Provisions applicable for setting
up of business) : Water (Prevention and Control of Pollution) Act; 1974; Air
(Prevention and Control of Pollution) Act; 1981; Environment Protection Act;
1986; Public Liability Insurance Act; 1991; National Green Tribunal Act; 2010.
Part C : Insolvency; Winding up & Closure of Business (25 Marks)
19. Dormant Company : Obtaining dormant status and dormant to active status.
20. Strike off and restoration of name of the company and LLP.
21. Insolvency Resolution process; Liquidation and Winding-up : An overview.
12
Executive Programme
Module 1
Paper 4
Tax Laws (Max Marks 100)
Objective
Part I : To provide working knowledge on practical application of Direct Tax Laws.
Part II : To provide conceptual knowledge of GST with practical application of GST
Laws.
Part I : Direct Taxes (50 marks)
Detailed Contents
1. Direct Taxes at a Glance : Background of Taxation system in India; Vital Statistics;
Layout; Administration.
2. Basic concepts of Income Tax : An overview of Finance Bill, ; Important
definitions under Income Tax Act, 1961; Distinction between Capital and Revenue
Receipts and Expenditure; Residential Status & Basis of Charge; Scope of Total
Income; Tax Rates.
3. Incomes which do not form part of Total Income : Incomes not included in Total
Income; Tax holidays.
4. Computation of Income under Various Heads : Income from Salary; Income from
House Property; Profit and Gains of Business or Profession; Capital Gains; Income
from Other Sources; Fair Market Value.
5. Clubbing provisions and Set Off and / or Carry Forward of Losses : Income of
other persons included in Assessee’s Total Income; Aggregation of Income; Set off
and / or Carry forward of losses.
6. Deductions from Gross Total Income & Rebate and Relief : Deductions in respect
of certain payments; Specific deductions in respect of certain income; Deductions in
respect for donations for expenditure under CSR activities; Rebates and Reliefs.
7. Computation of Total Income and Tax Liability of various entities : Individual;
Hindu Undivided Family ‘HUF’; Alternate Minimum Tax (AMT); Partnership Firm /
LLP; Co-operative Societies; Association of Person ‘AOP’ and Body of Individual
‘BOI’; Political Parties; Electoral Trusts; Exempt organization – Registration u/s
12A/ 12AA;
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8. Classification and Tax Incidence on Companies : Computation of taxable income
and tax liability of Company; Dividend Distribution Tax; Minimum Alternate Tax
‘MAT’; Other Special Provisions Relating to Companies; Equalization Levy.
9. Procedural Compliance : Permanent Account Number ‘PAN’ / Tax Collection
Account Number ‘TAN’; Tax Deduction at Source ‘TDS’ & Tax Collection at Source
‘TCS’; Advance Tax & Self Assessment Tax ‘SAT’; Returns, Signatures, E-Filing ; Fee
and interest for default in furnishing return of Income ; Collection, Recovery of Tax,
Refunds.
10. Assessment, Appeals & Revision : Assessment; Types of Assessment; Appeals;
Revisions; Search, Seizure, Penalty and Offences.
Case Laws, Case Studies & Practical Aspects.
Part II : Indirect Taxes (50 marks)
(A) Goods and Service Tax
11. Concept of Indirect Taxes at a glance : Background; Constitutional powers of
taxation; Indirect taxes in India – An overview; Pre-GST tax structure and
deficiencies; Administration of Indirect Taxation in India; Existing tax structure.
12. Basics of Goods and Services Tax ‘GST’ : Basics concept and overview of GST;
Constitutional Framework of GST; GST Model – CGST / IGST / SGST / UTGST;
Taxable Event; Concept of supply including composite and mixed supply; Levy and
collection of CGST and IGST; Composition scheme & Reverse Charge; Exemptions
under GST.
13. Concept of Time, Value & Place of Taxable Supply : Basic concepts of Time and
Value of Taxable Supply; Basics concept of Place of Taxable Supply.
14. Input Tax Credit & Computation of GST Liability – Overview.
15. Procedural Compliance under GST : Registration; Tax Invoice, Debit & Credit
Note, Account and Record, Electronic way Bill; Return, Payment of Tax, Refund
Procedures; Audit.
16. Basic overview on Integrated Goods and Service Tax (IGST), Union Territory
Goods and Service tax (UTGST), and GST Compensation to States.
(B) Customs Act
17. Overview of Customs Act : Overview of Customs Law; Levy and collection of
customs duties; Types of Custom duties; Classification and valuation of import and
export goods; Exemption; Officers of customs; Administration of Customs Law;
Import and Export Procedures; Transportation, and Warehousing; Duty Drawback;
Demand and Recovery; Confiscation of Goods and Conveyances; Refund.
Case Laws, Case Studies & Practical Aspects.
14
Executive Programme
Module 2
Paper 5
Corporate & Management Accounting (Max Marks 100)
Objectives
Part I : To provide knowledge and understanding of the concepts, principles and
practices in Corporate Accounting and Indian and International Accounting
Standards.
Part II : To acquire knowledge and understanding of the concepts, techniques and
practices of management accounting and to develop skills for decision
making and to acquire knowledge of the concepts, principles and methods
of valuation.
Detailed Contents
Part I : Corporate Accounting (60 marks)
1. Introduction to Financial Accounting.
2. Introduction to Corporate Accounting : Records of accounts to be maintained by a
company.
3. Accounting for Share Capital : Issue of Shares; Forfeiture and Re-issue of Shares,
Accounting treatment of premium, Buyback of Shares; Redemption and Conversion;
Capital Redemption Reserve, Bonus Shares; Rights Issue, ESOPs, ESPS, Sweat Equity
Shares; and Underwriting; Book Building.
4. Accounting for Debentures : Accounting Treatment, Debenture Redemption
Reserve, Redemption of Debentures and Conversion of Debentures into Shares.
Deferred Tax.
5. Related Aspects of Company Accounts : Accounting for ESOP, Buy-back, Equity
Shares with differential rights, Underwriting and Debentures.
6. Financial Statements Interpretation : Preparation and Presentation of Financial
Statements; Quarterly, Half-yearly and Annual Financial Statement pursuant to
Listing Regulations; Depreciation provisions and Reserves; Determination of
Managerial Remuneration, Corporate Social Responsibility spend, various
disclosures under the Companies Act, 2013, LODR & applicable accounting
standards; Related party and segment reporting, Audit Queries; How to Read and
interpret Financial Statements.
15
7. Consolidation of Accounts as per Companies Act, 2013 : Holding Company,
Subsidiary Companies, Associate Companies and Joint Venture; Accounting
Treatment and disclosures.
8. Corporate Financial Reporting : Requirements of Corporate Reporting; Recent
trends in Financial Reporting.
9. Cash Flow Statements : Preparation and their analysis.
10. Accounting Standards (AS) : Applicability, Interpretation, Scope and Compliance;
International Financial Reporting Standards ; Overview of AS, AS vs. Ind AS vs. IFRS.
11. National and International Accounting Authorities.
12. Adoption, Convergence and Interpretation of International Financial
Reporting Standards (IFRS) and Accounting Standards in India.
Case Studies & Practical Aspects.
Part II : Management Accounting and Valuation (40 marks)
13. An Overview of Cost : Importance and relevance of Cost Accounting Material Cost,
Labour Cost, Direct Expenses and Overheads, Cost Sheet.
14. Cost Accounting Records & Cost Audit under Companies Act, 2013
15. Budget, Budgeting and Budgetary Control : Preparation of various types of
Budgets; Budgetary Control System; Zero Based Budgeting; Performance Budgeting
16. Ratio Analysis : Financial Analysis through Ratios
17. Management Reporting (Management Information Systems)
18. Decision Making Tools : Marginal Costing; Transfer Pricing
19. Valuation Principles & Framework : Conceptual Framework of Valuation,
Valuation rules; Valuation of securities or financial assets; Approaches of Valuation
– Assets Approach, Income Approach; Market Approach; Registered Valuer; IND AS
Valuation
20. Valuation of Shares, Business and Intangible Assets : Regulatory Valuations;
Companies Act; Insolvency and Bankruptcy Code; Income Tax Act; SEBI law; FEMA
and RBI guidelines.
21. Accounting for Share based payments (IndAS 102)
22. Business and Intangible Assets
23. Methods of Valuation : Net Assets Valuation: Relative Valuation (Comparable
Companies/Transactions); Discounted Cash Flow Valuation; Other Methods
Case Studies & Practical Aspects
16
Executive Programme
Module 2
Paper 6
Securities Laws & Capital Markets (Max Marks 100)
Objective
Part I : To provide expert knowledge in the legislations, rules and regulations
governing the entities listed on the stock exchanges.
Part II : To provide the basic understanding of the working of Capital markets in
India.
Detailed Contents
Part I : Securities Laws (70 Marks)
1. Securities Contracts (Regulations) Act 1956 : Objectives of the SCR Act, Rules and
Regulations made there under; Important Definitions; Recognized Stock Exchange,
Clearing Corporation; Public issue and listing of securities; Rules relating to Public
Issue and Listing of Securities under Securities Contracts (Regulation) Rules, 1957.
2. Securities and Exchange Board of India Act, 1992: Objective; Powers and
functions of SEBI; Securities Appellate Tribunal; Penalties and appeals.
3. Depositories Act, 1996 : Depository System in India; Role & Functions of
Depositories; Depository Participants; Admission of Securities; Dematerialization &
Re-materialisation; Depository Process; Inspection and Penalties; Internal Audit and
Concurrent Audit of Depository Participants.
4. An Overview of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2009.
5. An Overview of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
6. An Overview of SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011.
7. SEBI (Buyback of Securities) Regulations, 1998 : Conditions of buy-back; Buy
back Methods: Tender Offer, Open Market (Book building and Stock Exchange);
General obligations; Penalties.
8. SEBI (Delisting of Equity Shares) Regulations, 2009 : Delisting of Equity Shares;
Voluntary Delisting; Exit Opportunity; Compulsory Delisting.
9. An Overview of SEBI (Share Based Employee Benefits) Regulations, 2014.
10. An Overview of SEBI (Issue of Sweat Equity) Regulations, 2002.
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11. SEBI (Prohibition of Insider Trading) Regulations, 2015 : Unpublished price
sensitive information (UPSI); Disclosures; Codes of fair disclosure and conduct;
Penalties and Appeals.
12. Mutual Funds : Types of Mutual Funds and Schemes; Key players in Mutual Funds:
Sponsor, Asset Management Company, Trustee, Unit holder, Evaluating performance
of Mutual funds- Net Asset Value, Expense Ratio, Holding Period Return.
13. Collective Investment Schemes : Regulatory Framework; Restrictions on Business
Activities; Submission of Information and Documents; Trustees and their
Obligations.
14. SEBI (Ombudsman) Regulations, 2003 : Procedure for Redressal of Grievances;
Implementation of the Award; Display of the particulars of the Ombudsman,
SCORES, SEBI (Informal Guidance) Scheme, 2003.
Case Laws, Case Studies & Practical Aspects
Part II: Capital Market & Intermediaries (30 Marks)
15. Structure of Capital Market
I. Primary Market
a. Capital Market Investment Institutions-Domestic Financial Institutions(DFI),
Qualified Institutional Buyers (QIB), Foreign Portfolio Investors (FPI),
Private Equity, Angel Funds, HNIs, Venture Capital, Pension Funds,
Alternative Investment Funds.
b. Capital Market Instruments-Equities, Preference Shares, Shares with
Differential Voting Rights, Corporate Debt, Non-Convertible Debentures
(NCD), Partly, Fully and Optionally Convertible Debentures, Bonds, Foreign
Currency Convertible Bonds (FCCB), Foreign Currency Exchangeable Bonds
(FCEB) Indian Depository Receipts (IDR), Derivatives, Warrants;
c. Aspects of Primary Market- book building, ASBA, Green Shoe Option.
II. Secondary Market
Development of Stock market in India; Stock market & its operations, Trading
Mechanism, Block and Bulk deals, Grouping, Basis of Sensex, Nifty; Suspension and
Penalties; Surveillance Mechanism; Risk management in Secondary market, Impact
of various Policies on Stock Markets such as Credit Policy of RBI, Fed Policy,
Inflation index, CPI, WPI, etc.
16. Securities Market Intermediaries : Primary Market and Secondary Market
Intermediaries: Role and Functions, Merchant Bankers, Stock Brokers, Syndicate
Members, Registrars and Transfer Agents, Underwriters, Bankers to an Issue,
Portfolio Managers, Debenture Trustees, Investment Advisers, Research Analysts,
Market Makers, Credit Rating Agencies; Internal Audit of Intermediaries by
Company Secretary in Practice.
Case Laws, Case Studies & Practical Aspects.
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Executive Programme
Module 2
Paper 7
Economic, Business and Commercial Laws (Max Marks 100)
Objectives
Part I : To provide expert knowledge in Foreign Exchange Management and
NBFCs.
Part II : To provide expert knowledge in Competition Law.
Part III : To provide working knowledge in Business and Commercial Laws.
Detailed Contents
Part I
Foreign Exchange Management & NBFCs (40 Marks)
1. Reserve Bank of India Act, 1934: Central Banking functions; Monetary policy;
Penalties.
2. Foreign Exchange Management Act, 1999 : Introduction
3. Foreign Exchange Transactions & Compliances : Current and Capital Account
Transactions; Acquisition & Transfer of Immovable Property in India and Abroad;
Realization and Repatriation of Foreign Exchange; Brief information of other FEMA
Regulations.
4. Foreign Contribution (Regulation) Act, 2010 : Introduction and Object, Eligible
Contributor, Eligible Receiver, Registration, Offences and Penalties.
5. Foreign Direct Investments – Regulations & FDI Policy : Automatic and Approval
Route of FDI; Setting up of Subsidiary/Joint Venture/Liaison Office/ Branch Office
by Non-residents; Foreign Portfolio Investments.
6. Overseas Direct Investment: ODI Policy, foreign currency remittances, Setting
up of Subsidiary/Joint Venture/Branch Office.
7. Liberalized Remittance Scheme : Investment Outside India by Indian Residents.
8. External Commercial Borrowings (ECB) : An Overview.
9. Foreign Trade Policy & Procedure : Merchandise Exports from India Scheme
(MEIS); Service Exports from India Scheme (SEIS); Duty exemption / remission
schemes; Export oriented units (EOUS); Electronics Hardware Technology Parks
(EHTPS); Software Technology Parks (STPS); Bio-Technology Parks (BTPS). Imports
and related policies.
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10. Non Banking Finance Companies (NBFCs): Definition; Types; Requirement of
Registration as NBFC and exemptions from registration as NBFC; Micro Finance
Institutions, Activities of NBFCs; Compliances by the NBFCs and requirements of
approvals of RBI; Deposit Accepting and Non-deposit Accepting NBFCs; Deemed
NBFC; Core Investment Company and Systemically Important Core Investment
Companies; Peer to Peer Lending; Defaults, Adjudication, prosecutions and
penalties.
11. Special Economic Zones Act, 2005 : Establishment of Special Economic Zones;
Approval and Authorization to Operate SEZ; Setting up of Unit; Special Economic
Zone Authority.
Case Laws, Case Studies & Practical Aspects
Part II
Competition Law (25 Marks)
12. Competition Act, 2002: Competition Policy ; Anti-Competitive Agreements; Abuse
of Dominant Position; Overview of Combination and Regulation of Combinations;
Competition Advocacy; Competition Commission of India; Appellate Tribunal.
Case Laws, Case Studies & Practical Aspects
Part III
Business & Commercial Laws (35 Marks)
Consumer Protection
13. Consumer Protection Act, 1986 : Consumer Protection in India; Rights of
Consumers; Consumer Dispute Redressal Forums; Nature and Scope of Remedies.
14. Essential Commodities Act, 1955 : Essential Commodities; Powers of Central
Government; Authorities responsible to administer the Act; Delegation of powers;
Nature of Order passed under the Act; Seizure and Confiscation of Essential
Commodities; Offences by Companies.
15. Legal Metrology Act, 2009 : Standard weights and measures; Power of inspection,
seizure; Declarations on pre-packaged commodities; Offences and penalties.
Property Law
16. Transfer of Property Act, 1882 : Types of Properties; Properties which cannot be
Transferred; Rule Against Perpetuities; Lis Pendens; Provisions Relating to Sale;
Mortgage, Charge, Lease, Gift and Actionable Claim; Specific Performance.
17. Real Estate (Regulation and Development) Act, 2016: Registration of Real Estate
Project; Real Estate Agents; Real Estate Regulatory Authority; Central Advisory
Council; The Real Estate Appellate Tribunal; Offences, Penalties and Adjudication.
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Specimen Agreement for Sale between the Promoter and the Allottee; Due Diligence
Reporting.
Anti-Corruption Laws
18. Benami Transaction Prohibitions (Act): Benami Property; Benami Transaction,
Prohibition of Benami Transaction; Authority, Adjudication of Benami property.
19. Prevention of Money Laundering: Problem and adverse effect of money
laundering; Methods of money laundering; Offence of money laundering;
Attachment, adjudication and confiscation.
Business Laws
20. Indian Contracts Act, 1872: Essential elements of a Valid Contract; Indemnity and
Guarantee; Bailment and Pledge; Law of Agency; E-Contract; Landmark judgments.
21. Specific Relief Act, 1963: Specific reliefs and defense; specific performance and
defense; unenforceable contracts; Rescission of Contracts; Cancellation of
Instruments; Declaratory Decrees; Preventive Reliefs.
22. Sale of Goods Act, 1930: Essentials of a Contract of Sale; Sale Distinguished from
Agreement to Sell, Bailment, Contract for Work and Labour and Hire-Purchase;
Conditions and Warranties; Doctrine of Caveat Emptor; Performance of the Contract
of Sale; Landmark judgments.
23. Partnership Act, 1932: Rights and Liabilities of Partners; Registration of Firms;
Dissolution of Firms and Partnership; Landmark judgments.
24. Negotiable Instrument Act, 1881: Negotiable Instruments and Parties; Material
Alteration; Crossing and bouncing of Cheques; Dishonour of Cheques & its
Remedies; Presumption of Law as to Negotiable Instruments; Landmark judgments.
Case Laws, Case Studies & Practical Aspects
21
Executive Programme
Module 2
Paper 8
Financial and Strategic Management (Max Marks 100)
Objective
Part I: To provide knowledge of practical aspects of financial management so as
to develop skills in taking financial and investment decisions.
Part II : To enable students to acquire multidimensional skills as to equip them to
comprehend the process of strategy formulation.
Detailed Contents
Part I : Financial Management (60 marks)
1. Nature and Scope of Financial Management: Nature, Scope and Objectives of
Financial Management; Risk-Return and Value of the Firm; Objectives of the firm;
Profit Maximisation vs. Wealth Maximisation; Emerging roles of Finance Managers.
2. Capital Budgeting: Compounding and Discounting techniques- Concepts of Annuity
and Perpetuity; Capital Budgeting Process; Techniques of Capital BudgetingDiscounted
and Non- Discounted Cash Flow Methods; Capital Rationing; Risk
Evaluation and Sensitivity Analysis.
3. Capital Structure: Introduction- Meaning and Significance; Optimal Capital
Structure; Determinants of Capital Structure; Theories of Capital Structure; EBIT –
EPS Analysis; EBITDA Analysis; Risk and Leverage; Effects of Leverage on
Shareholders’ Returns.
4. Sources of raising long-term finance and Cost of Capital: Sources, Meaning,
Factors Affecting Cost of Capital; Methods for Calculating cost of capital; Weighted
Average Cost of Capital (WACC); Marginal Cost of Capital.
5. Project Finance : Project Planning – Preparation of Project Report, Project
Appraisal under Normal Inflationary and Deflationary Conditions; Project Appraisal
by Financial Institutions – Lending Policies and Appraisal Norms by Financial
Institutions and Banks; Project Review and Control; Social Cost and Benefit Analysis
of Project. Term loans from Financial institutions and Banks; Lease and Hire
Purchase Finance; Venture Capital Funds; Private Equity; International Finance and
Syndication of Loans, Deferred Payment Arrangements; Corporate Taxation and its
Impact on Corporate Financing; Financing Cost Escalation.
6. Dividend Policy: Introduction- Types; Determinants and Constraints of Dividend
Policy; Forms of Dividend; Different Dividend Theories.
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7. Working Capital : Meaning, Types, Determinants and Assessment of Working
Capital Requirements, Negative Working Capital; Operating Cycle Concept and
Applications of Quantitative Techniques; Management of Working Capital – Cash
Receivables Inventories; Financing of Working Capital; Banking Norms and Macro
Aspects; Factoring and Forfaiting.
8. Security Analysis: Measuring of Systematic and Unsystematic Risk; Fundamental
Analysis (Economic, Industry and Company); Technical Analysis and Efficient
Market Hypothesis.
9. Portfolio Management: Meaning, Objectives; Portfolio Theory -Traditional
Approach; Markowitz Portfolio Theory; Modern Approach – CAPM Model; Economic
Value Added; Sharpe Single & Multi Index Model; Risk Adjusted Measure of
Performance.
Part II : Strategic Management (40 Marks)
10. Introduction to Management: An Overview of functions of management.
11. Introduction to Strategic Management: An Overview- Meaning & Process;
Strategic Leadership; Functions and Importance for Professionals like Company
Secretaries; Environmental Influences of Business-Characteristics and Components
of Business Environment, Factors of Micro & Macro Environment of Business;
Competitive Environment and Porter’s Five Force Model.
12. Business Policy and Formulation of Functional Strategy: Introduction to
Business Policy; Framework of Strategic Management; Strategic Decision Model;
Vision; Mission; Objectives and Goals; Strategic Levels of the Organization;
Formulation of Functional Strategy-Formulation of Financial; Marketing;
Production; Human Resource and Logistics strategies.
13. Strategic Analysis and Planning: Situational Analysis, Strategic Choices-SWOT and
TOWS Analysis; PERT (Programme Evaluation Review Technique) and CPM (Critical
Path Method);Portfolio analysis-Boston Consulting Group (BCG) growth-share
Matrix, Ansoff’s Product Growth Matrix, ADL Matrix and General Electric (GE)
Model; Strategic Planning; Strategic Alternatives-Glueck and Jauch and Michael
Porter’s Generic Strategies.
14. Strategic Implementation and Control: Issues in Strategy Implementation;
Various Organizational Structures and Strategy Implementation; Leadership and its
forms ; Strategic Change and Control.
15. Analysing Strategic Edge : Introduction to Business Process Reengineering;
Concept of Benchmarking; Introduction to Total Quality Management and Six Sigma.
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Papers under Professional Programme
Professional Programme
Module 1
Paper 9
Governance, Risk Management, Compliances and Ethics
(Max Marks 100)
Objective
Part-I : To develop skills of high order so as to provide thorough knowledge and
insight into the corporate governance framework, best governance
practices.
Part–II : To develop skills of high order so as to provide thorough knowledge and
insight into the spectrum of risks faced by businesses.
Part-III : To develop the ability to devise and implement adequate and effective
systems to ensure compliance of all applicable laws.
Part-IV : To acquire knowledge of ethics in business and framework for corporate
sustainability reporting.
Detailed Contents
Part I : Governance (50 Marks)
1. Conceptual Framework of Corporate Governance : Introduction, Need and Scope,
Evolution of Corporate Governance, Management vs. Ownership, Majority vs
Minority, Corporate Governance codes in major jurisdictions, Sarbanes Oxley Act,
US Securities and Exchange Commission; OECD Principles of Corporate Governance;
Developments in India, Corporate Governance in Indian Ethos, Corporate
Governance – Contemporary Developments.
2. Legislative Framework of Corporate Governance in India : Listed Companies,
Unlisted Companies, PSUs, Banks and Insurance Companies.
3. Board Effectiveness: Composition and Structure, Duties and Liabilities, Evolution
of Jurisprudence, Diversity in Board Room, Women Director, Nominee Directors;
Selection and Appointment Process, Independent Directors: expectations, liabilities
and their role, code of conduct, responsibilities and effectiveness.
4. Board Processes through Secretarial Standards.
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5. Board Committees: Composition & Terms of Reference, Roles and Responsibilities.
6. Corporate Policies & Disclosures : Various policies and disclosures to be made as
per regulatory requirements / voluntarily made as part of good governance.
7. Directors’ Training, Development and familiarization.
8. Performance Evaluation of Board and Management: Evaluation of the
performance of the Board as a whole, individual directors (including
independent directors and Chairperson), various Committees of the Board and of
the management.
9. Role of promoter/controlling shareholder, redressal against Oppression and
Mismanagement.
10. Monitoring of group entities and subsidiaries.
11. Accounting and Audit related issues.
12. Related Party Transactions.
13. Vigil Mechanism/Whistle blower.
14. Corporate Governance and Shareholders’ Rights.
15. Corporate Governance and other Stakeholders: Employees, Customers, Lenders,
Vendors, Government and Regulators, Society, etc.
16. Governance and Compliance Risk : Governance/Compliance failure and their
impact on business, reputation and fund raising.
17. Corporate Governance Forums.
18. Parameters of Better Governed Companies: ICSI National Award for Excellence
in Corporate Governance.
19. Dealing with Investor Associations, Proxy Services Firms and Institutional
Investors.
20. Family Enterprise and Corporate Governance.
Case Laws, Case Studies & Practical Aspects.
Part II : Risk Management (20 Marks)
21. Risk Identification, Mitigation and Audit : Risk Identification, Risk Analysis, Risk
Measurement, Risk Mitigation, Risk Elimination, Risk Management Committee,
Clarification and Investigation, Role of Internal Audit, Risk Audit, Risk Related
Disclosures.
Case Studies & Practical Aspects.
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Part III : Compliance (20 Marks)
22. Compliance Management : Essentials of successful compliance program,
Significance of Compliance, devising proper systems to ensure compliance, ensuring
adequacy and effectiveness of compliance system, internal compliance reporting
mechanisms, use of technology for compliance management.
23. Internal Control : Nature, Scope and Elements, Techniques of Internal Control
System, Steps for Internal Control, Efficacy of internal controls and its review.
24. Reporting : Integrated Reporting, Non-financial Reporting, Corporate Sustainability
Reporting, Board Reporting, Annual Report, Other Reports under LODR, PIT, SAST
Regulations.
25. Website Management : Meeting through Video Conferencing.
Case Studies & Practical Aspects.
Part IV: Ethics & Sustainability (10 Marks)
26. Ethics & Business : Ethics, Business Ethics, Organization Structure and Ethics,
Addressing Ethical Dilemmas, Code of Ethics, Indian Ethos, Designing Code of
Conduct, Policies, Fair practices and frameworks.
27. Sustainability : Corporate Social Responsibility, Corporate Sustainability Reporting
Framework, Legal Framework, Conventions, Treaties on Environmental and Social
Aspects, Triple Bottom Line, Principle of Absolute Liability – Case Studies,
Contemporary Developments, Indian Ethos.
28. Models / Approaches to measure Business Sustainability : Altman Z-Score
Model, Risk Adjusted Return on Capital, Economic Value Added (EVA), Market Value
Added (MVA), Sustainable Value Added Approach.
29. Indian and contemporary Laws relating to Anti-bribery : Prevention of
corruption Act,1988, Central Vigilance Commission Act, 2003, Lokpal & Lokayukta
Act, 2013, Foreign Corrupt Practices Act, 1977, Unlawful Activities (Prevention) Act,
1967 & Delhi Special Police Establishment Act, 1946; ICSI Anti Bribery Code.
Case Studies & Practical Aspects.
26
Professional Programme
Module 1
Paper 10
Advanced Tax Laws (Max Marks 100)
Objectives
Part I : To acquire expert subject knowledge, interpretational skills and practical
application on Customs and GST Laws.
Part II : To acquire expert knowledge on practical application of Corporate
taxation including International Taxation.
Detailed Contents
Indirect Taxes (70 Marks)
Part I : GST and Customs Laws
Goods and Service Tax ‘GST’ (60 Marks)
1. An Overview on Goods and Services Tax ‘GST’: Introduction; Constitutional
Aspects & Administration; GST models; Levy and collection of CGST and IGST;
Composition scheme & Reverse Charge, Exemptions.
2. Supply : Meaning & scope, types of supply (composite/mixed inter/ intra);
Time, Place and Value of Taxable Supply; Import and Export of Goods or Services
under GST, Classification of Goods and Services; Job work provisions, agency
contracts, e-commerce & TCS.
3. Input Tax Credit & Computation of GST Liability: Input tax credit; Computation
of GST liability.
4. Procedural Compliance under GST: Registration; Tax Invoice, Debit & Credit Note,
Account and Record, Electronic way Bill, Payment of Tax, TDS, Returns & Refund,
Valuation, Audit & Scrutiny; Assessment.
5. Demand and Recovery, Advance Ruling, Appeals and Revision.
6. Inspection, search, seizure, offences & penalties.
7. Compliance rating, anti-profiteering, GST practitioners, authorised
representative, professional opportunities.
8. Integrated Goods and Service Tax (IGST).
9. Union Territory Goods and Service tax (UTGST).
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10. GST Compensation to States.
11. Industry / Sector Specific Analysis.
Customs Law (10 Marks)
12. Basic Concepts of Customs Law: Introduction; Levy and collection of customs
duties; Taxable Events; Custom duties.
13. Valuation & Assessment of Imported and Export Goods & Procedural Aspects:
Classification and Valuation of Import and Export Goods; Assessment; Abatement
and Remission of Duty; Exemptions; Refund and recovery.
14. Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback,
Baggage and Miscellaneous Provisions: Arrival and departure of goods; Clearance
of Import and Export Goods & Goods in Transit; Transportation and Warehousing
provisions; Duty Drawback provisions, Baggage Rules & provision related to
prohibited goods, notified goods, specified goods, illegal importation / exportation
of goods.
15. Advance Ruling, Settlement Commission, Appellate Procedure, Offences and
Penalties: Advance Ruling; Appeal and Revision; Offences and Penalties;
Prosecution; Settlement of Cases.
16. Foreign Trade Policy (FTP) to the extent relevant to Indirect tax: Export
promotion scheme under FTP; Salient features, administration & Other
miscellaneous provisions.
Case Laws, Case Studies & Practical Aspects.
Part II: Direct Tax & International Taxation (30 Marks)
15. Corporate Tax Planning & Tax Management: Tax Planning, Tax Management; Tax
Avoidance v/s Tax Evasion; Areas of Corporate Tax Planning; Tax Planning
Management Cell.
16. Taxation of Companies, LLP and Non-resident: Tax incidence on Companies
including foreign company; Minimum Alternate Tax ‘MAT’; Dividend Distribution
Tax; Alternate Minimum Tax ‘AMT’; Tax incidence on LLP; Taxation of Non-resident
Entities.
17. General Anti Avoidance Rules ‘GAAR’: Basic concept of GAAR; Impermissible
avoidance arrangement; Arrangement to lack commercial substance; Application of
GAAR Rule; GAAR v/s SAAR.
18. Basics of International Taxation
i. Transfer Pricing: Introduction & Concept of Arm’s Length Price;
International and Specified Domestic Transaction; Transfer Pricing
Methods; Advance Pricing Agreement & Roll Back Provision; Documentation
and Return.
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ii. Place of Effective Management (POEM) : Concept of POEM; Guidelines of
determining POEM.
19. Tax Treaties.
20. Income Tax Implication on specified transactions: Slump Sale; Restructuring;
Buy Back of shares; Redemption of Preference shares; Issue of shares at Premium;
Transfer of shares; Reduction of share Capital; Gifts, cash credits, unexplained
money, investments etc.
Case Laws, Case Studies & Practical Aspects.
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Professional Programme
Module 1
Paper 11
Drafting, Pleadings and Appearances (Max Marks 100)
Objective
To provide expert knowledge of drafting, documentation and advocacy techniques.
Detailed Contents
1. Judicial & Administrative framework: Procedure; Jurisdiction and Review;
Revisions; Reference; Appellate forum.
2. General Principles of Drafting and relevant Substantive Rules: Drafting:
Concept, General Principles and relevant substantive rules thereof; Draftingin
simple language, nuances of drafting, common errors and its consequences like
litigation, liability. Drafting policies, code of conduct, guidance note, waivers,
releases, disclaimers, Basic Components of Deeds, Endorsements and Supplemental
Deeds, Aids to Clarity and Accuracy, Legal Requirements and Implications; Supreme
Court Rules and other guiding principles for drafting.
3. Secretarial Practices & Drafting: Principles relating to Drafting of various
resolutions; Drafting of notices & Explanatory Statements; Preparation of Agenda
for meetings; Drafting and recording of minutes.
4. Drafting and Conveyancing relating to Various Deeds and Agreements:
Conveyancing in General, Object of Conveyancing- Drafting of Conveyancing
agreements, wills, encumbrances and gift deeds.
5. Drafting of agreements, documents and deeds: Drafting of various Commercial
Agreements, Guarantees, Counter Guarantees, Bank Guarantees, Outsourcing
Agreements, Service Agreements, E-Contracts, Legal License, IPR Agreements;
General and Special Power of Attorney; Pre-incorporation Contracts; Share
Purchase Agreement; Shareholders Agreements and Other Agreements under the
Companies Act, 2013; Drafting of Memorandum of Association and Articles of
Associations; Drafting of Provisions for Entrenchment of Specified Provision of
Articles; Joint Venture and Foreign Collaboration Agreement, Non-disclosure
Agreements ; Drafting of Limited Liability Partnership Agreement, Drafting of Bye
Laws for Societies; Drafting Replies to Regulatory Show Cause Notices; Review of
critical business documents and press releases; Responding to proxy Advisory
Reports, Drafting Response to Media Reports; Drafting and review of crisis
communications, presenting complex legal subjects to simple business oriented
language.
6. Pleadings : Pleadings in General; Object of Pleadings; Fundamental Rules of
Pleadings; Civil: Plaint Structure; Description of Parties; Written Statements,
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Interlocutory Applications, Original Petition, Affidavit, Execution Petition and
Memorandum of Appeal and Revision, Petition under Articles 226 and 32 of
Constitution of India, Special Leave Petition; Criminal: Complaints, Criminal
Miscellaneous Petition, Bail Application and Memorandum of Appeal and Revision;
Drafting of Affidavit in Evidence; Arguments on Preliminary Submissions;
Arguments on Merits; Legal Pleadings and Written Submissions, Application,
Petitions, Revision Petitions, Notice of Motion, Witness, Improper Admission,
Rejection, Appeal, Review, Suits, Undertakings, Indemnity Bonds, Writs, Legal
Notices, Response to Legal Notices.
7. Art of Writing Opinions: Understanding facts of the case; case for opinion writing,
Application of relevant Legal Provisions to the facts; Research on relevant case
Laws; Discussion and Opinion writing.
8. Appearances & Art of Advocacy: Requisites for entering appearances; Appearing
before Tribunals/Quasi-judicial Bodies such as NCLT/ NCLAT/ / CCI/ TRAI/ Tax
Authorities and Appellate Tribunals/ and authorities such as ROC/ RD/ RBI/
ED/Stock Exchange/ SEBI/ RERA; Art of advocacy.
Case Laws, Case Studies & Practical Aspects.
31
Professional Programme
Module 2
Paper 12
Secretarial Audit, Compliance Management and Due Diligence
(Max Marks 100)
Objectives
Part I : To develop expertise in Compliance management, Internal control systems
and preparation of various search and status reports.
Part II : To develop expertise in Secretarial Audit and other Audits and to impart
knowledge on the process for conducting Due Diligence of various business
transactions.
Detailed Contents
Part I: Compliance Management (40 Marks)
1. Compliance Framework – Identification of applicable laws, rules, regulations; Risk
Assessment; Responsibility center mapping/allocation; Escalation & reporting;
Creation of Compliance framework and reporting system; Review & Updation;
Training &Implementation.
2. Compliances
a) Entity wise : Public, Private, Listed, Government, Small Companies, OPC,
Section 8 Company, LLP – Annual and Event based compliances.
b) Activity wise : Compliances related to specific activities undertaken.
c) Sector wise : Service Sector, Manufacturing, Trading, E-commerce, Mining,
Infrastructure.
d) Industry Specific : Compliances with Industry Specific Laws applicable to
the company such as Tourism, Pharmaceutical, FMCG, Hospitality,
Information Technology etc.
e) State and Local applicable laws
3. Documentation & maintenance of records : Electronic versus Physical repository;
General principles of good documentation, coding, storage, preservation, safety &
retrieval; Privacy & Control.
4. Search and Status Report : Type of Searches, Purpose and Objective of Search
Reports, Search under Companies Act, IPR Laws, Property Title Search, Compilation
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& verification of data published by MCA 21, SEBI, RBI, Stock Exchanges, other
regulators/authorities (national/international), Web-sites and other sources.
5. KYC : Carrying out KYC with respect to directors, promoters and client, Compliance
with the applicable ICSI Guidelines.
6. Signing and Certification : Various Certification(s) by Company Secretary in
practice; Pre-certification of Forms; Signing & certification of Annual Return;
Corporate Governance Certification; Obligations and Penal provisions.
7. Segment-wise Role of Company Secretaries : Knowledge about the segment(s) in
which the company is operating, Industry trends and national and international
developments. Segment-wise Compliances.
Part II : Secretarial Audit & Due Diligence (60 Marks)
8. Audits : Overview and Introduction of Various Audits; ICSI Auditing Standards.
9. Secretarial Audit
i. Overview & introduction : Concept; advantages; legal provisions; risk of
Secretarial Auditor; code of conduct.
ii. Scope of Secretarial Audit:
a) Corporate, Securities and Foreign Exchange Laws and Rules and
Regulations made there under.
b) Other Laws applicable to the Company.
c) Board Processes, Adequacy of Systems and Processes, Compliance with
Secretarial Standards and applicable Accounting Standards and
Reporting of Major Events.
d) Corporate conduct & practices.
10. Internal Audit & Performance Audit : Objective & Scope; Internal Audit
Techniques; Appraisal of Management Decisions; Performance Assessment, Internal
Control Mechanism.
11. Concepts and Principles of Other Audits
a) Corporate Governance Audit
b) CSR Audit
c) Takeover Audit
d) Insider Trading Audit
e) Industrial and Labour Laws Audit
f) Cyber Audit
g) Environment Audit
h) Systems Audit
i) Forensic Audit
j) Social Audit.
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12. Audit Engagement : Audit engagement; Appointing authority; communication to
previous Auditor; Terms & conditions; Audit fees & expenses; Independence &
conflict of interest; confidentiality; Auditing standard on Audit engagement.
13. Audit Principles and Techniques : Audit Planning; Risk Assessment; Collection of
information/Records of Audit, Audit Checklist; Audit Techniques, Examination & its
process; Enquiry; Confirmation; Sampling; Compliance Test of Internal Control
System; Substantive Checking; Dependence on other Expert, Verification of
documents/records; Collection of audit evidences; Creation of Audit trails; Analysis
of Audit findings; Documentation; materiality; record keeping;
14. Audit Process and Documentation : Preliminary Preparations; Questionnaire;
Interaction; Audit program; Identification of applicable laws; creation of master
checklist; Maintenance of Work-sheet, working papers and audit trails;
Identification of events/corporate actions; Verification; Board composition; Board
process; systems and process; identification of events having bearing on affairs of
the Company, Auditing standard on Audit process & documentation.
15. Forming an Opinion & Reporting : Process of forming an opinion; materiality;
forming an opinion on report of third party/expert; modified/unmodified
opinion/qualifications; Management Representation Letter, Opinion obtained by
Management, Discussion with Management, Evaluating Audit Evidence and forming
Opinion, Audit report and drafting of qualifications; Sharing Draft Report with
Management with Category of Risk involved with each Remark and Qualification,
Signing of Audit reports and its Submission, Auditing standards on forming of an
Opinion.
16. Secretarial Audit – Fraud detection & Reporting : Duty to report fraud; Reporting
of Fraud by Secretarial Auditor; Fraud vs. Non-compliance; speculation; suspicion;
Reason to believe; knowledge; Reporting; Professional Responsibilities and
Penalties; Record keeping; Reporting of fraud in Secretarial Audit Report.
17. Quality Review : Peer Review; Monitoring of Certification and Audit Work by
Quality Review Board.
18. Values Ethics and Professional Conduct: Case Studies & Practical Aspects.
19. Due Diligence: Overview and Introduction; Types of Due Diligence; Financial Due
diligence; Tax Diligence; Legal Due Diligence; Commercial or Business Diligence –
including operations, IT systems, IPRs; Human Resources Due Diligence; Due
Diligence for Merger; Amalgamation; Slump Sale; Takeover; Issue of Securities;
Depository Receipts; Competition Law Due Diligence; Labour Laws Due Diligence;
Due Diligence Report for Bank; FEMA Due Diligence; FCRA Due Diligence;
Techniques of Due Diligence and Risk Assessment; Non-Disclosure Agreement.
20. Due Diligence: Impact Assessment of Non Compliances and Reporting thereof.
Case Laws, Case Studies & Practical Aspects.
34
Professional Programme
Module 2
Paper 13
Corporate Restructuring, Insolvency, Liquidation & Winding-up
(Max Marks 100)
Objective
Part I : To provide expert knowledge of legal, procedural and practical aspects of
Corporate Restructuring, M & A, Insolvency, Liquidation & Winding-up.
Part II : To acquire knowledge of the legal, procedural and practical aspects of
Insolvency and its resolution.
Detailed Contents
Part I : Corporate Restructuring (50 Marks)
1. Types of Corporate Restructuring : Key definitions, Compromises, Arrangements,
Mergers & Amalgamations; Demergers & Slump Sale, Business Sale; Joint Venture,
Strategic Alliance, Reverse Merger Disinvestment; Financial Restructuring (Buyback,
Alteration & Reduction).
2. Acquisition of Company/ Business : Acquisition of Company; Takeover of Listed
Companies (i) Legal Framework (ii) Process & Compliances; Cross Borders
Takeovers – Procedure.
3. Planning & Strategy : Case Studies pertaining to Merger, Amalgamation,
Restructuring; Funding for M&A, Studies of Judicial pronouncements; Planning
relating to acquisitions & takeovers; Protection of minority interest; Succession
Planning; Managing Family Holdings through Trust.
4. Process of M&A transactions : Key Concepts of M&A; Law & Procedure; M&A Due
Diligence; M&A Valuation; M&A Structure finalization; Post transaction integration.
5. Documentation–Merger & Amalgamation : Drafting of Scheme; Drafting of Notice
and Explanatory Statement; Drafting of application & Petition.
6. Valuation of Business and Assets for Corporate Restructuring : Type of
Valuations; Valuation Principles & Techniques for Merger, Amalgamation, Slump
Sale, Demerger; Principles & Techniques of Reporting; Relative valuation and Swap
ratio.
7. Accounting in Corporate Restructuring—Concept and Accounting Treatment:
Methods of Accounting for Amalgamations – AS-14/ IndAS 103;Treatment of
Reserves, Goodwill; Pre-Acquisition & Post-Acquisition Profit; Accounting in Books
35
of Transferor and Transferee; Merger and De-Merger; Acquisition of Business and
Internal Reconstruction.
8. Taxation & Stamp Duty aspects of Corporate Restructuring : Capital Gain; Set-off
and carry forward under section 2(14) of Income Tax Act; Deemed Dividend;
Payment of Stamp Duty on scheme, payment of stamp duty on movable and
immovable properties.
9. Competition Act : Regulation of combinations under the competition Act, Kinds of
combinations, Exempted combinations, Concept of relevant market and its
importance, Determination of combinations and any appreciable adverse effect,
Role of CCI.
10. Regulatory approvals of scheme: From CCI, Income Tax, Stock Exchange, SEBI,
RBI, RD, ROC, OL and Sector Regulators such as IRDA, TRAI, etc.
11. Appearance before NCLT / NCLAT.
12. Fast Track Mergers : Small companies, Holding and wholly owned companies.
13. Cross Border Mergers.
Case Laws/ Case Studies/ Practical aspects
Part II: Insolvency& Liquidation (50 Marks)
14. Insolvency : Historical Background; Pillars of IBC, 2016 [IBBI, IPA, IP, AA,
Information Utility]; Key Definitions and Concepts; Insolvency Initiation/Resolution
under sections 7, 8 and 10.
15. Petition for Corporate Insolvency Resolution Process : Legal Provisions;
Procedure, Documentation; Appearance, Approval; Case Laws.
16. Role, Functions and Duties of IP/ IRP/ RP : Public announcement, Management of
affairs and operations of company as a going concern, Raising of Interim Finance,
Preparation of Information Memorandum.
17. Resolution Strategies : Restructuring of Equity & Debt; Compromise &
Arrangement; Acquisition, Takeover & Change of Management; Sale of Assets;
Valuation.
18. Convening and Conduct of Meetings of Committee of Creditors : Constitution of
Committee of Creditors; Procedural aspects for meeting of creditors.
19. Preparation & Approval of Resolution Plan : Contents of resolution plan;
Submission of resolution plan; Approval of resolution plan.
20. Individual/ Firm Insolvency : Application for insolvency resolution process;
Report of resolution professional; Repayment plan; Discharge Order.
21. Fresh Start Process : Person eligible to apply for fresh start; Application for fresh
start order; Procedure after receipt of application; Discharge order.
36
22. Debt Recovery & SARFAESI : Non-Performing Assets; Asset Reconstruction
Company; Security Interest (Enforcement) Rules, 2002;Evaluation of various
options available to bank viz. SARFASEI, DRT, Insolvency Proceedings; Application
to the Tribunal/Appellate Tribunal.
23. Cross Border Insolvency : International Perspective and Global Developments;
UNCITRAL Legislative Guide on Insolvency Laws; US Bankruptcy Code, Chapter 11
reorganization; Enabling provisions for cross border transactions under IBC.
24. Liquidation on or after failing of RP: Initiation of Liquidation; Distribution of
assets; Dissolution of corporate debtor.
25. Voluntary Liquidation : Procedure for Voluntary Liquidation; Powers and duties of
the Liquidator; Completion of Liquidation.
26. Winding-up by Tribunal under the Companies Act, 2013 : Procedure of
Winding-up by Tribunal; Powers and duties of the Company Liquidator; Fraudulent
preferences.
Case Laws, Case Studies and Practical aspects.
37
Professional Programme
Module 2
Paper 14
Corporate Funding & Listings in Stock Exchanges (Max Marks 100)
Objective
Part I : To provide practical knowledge of means of finance available to corporates
at their various stages of journey, their suitability, pros and cons, process,
compliances etc.
Part II : To acquire knowledge of legal & procedural aspects of various types of
listing, eligibility criteria, documentation, compliances etc.
Detailed Contents
Part-A: Corporate Funding (60 Marks)
1. Indian Equity- Public Funding: Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009; Initial Public Offer (IPO)/
Further Public Offer (FPO); Preferential Allotment; Private Placement; Qualified
Institutional Placement; Institutional Private Placement; Rights Issue; Fast Track
Issue; Real Estate Investment Trust (REIT);Infrastructure Investment Trust (InvIT).
2. Indian Equity- Private funding: Venture Capital; Alternative Investment Fund;
Angel Funds; Seed Funding; Private Equity.
3. Indian equity- Non Fund based: Bonus issue; Sweat Equity, ESOP.
4. Debt Funding – Indian Fund Based: Debentures, Bonds; Masala Bonds; Bank
Finance; Project Finance including machinery or equipment loan against property,
Loan against shares; Working Capital Finance- Overdrafts, Cash Credits, Bill
Discounting, Factoring etc. Islamic Banking.
5. Debt Funding – Indian Non fund Based: Letter of Credit; Bank Guarantee; Stand
by Letter of Credit etc.
6. Foreign Funding – Instruments & Institutions: External Commercial Borrowing
(ECB); American Depository Receipt (ADR)/ Global Depository Receipt (GDR);
Foreign Currency Convertible Bonds (FCCB); Foreign Currency Exchangeable Bonds
(FCEB); International Finance Corporation (IFC), Asian Development Bank (ADB),
International Monetary Fund (IMF).
7. Other Borrowings Tools: Inter-corporate Loans; Commercial Paper etc.; Deposits
under Companies Act; Customer Advances/Deposits.
8. Non-Convertible Instruments – Non-Convertible Redeemable Preference
Shares (NCRPs) etc.
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9. Securitization.
Part B: Listing (40 Marks)
10. Listing–Indian Stock Exchanges: Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015; Equity Listing (SME,
ITP, Main);Debt Listing; Post listing disclosures.
11. International Listing : Applicability of Listing Regulations, Singapore Stock
Exchange; Luxembourg Stock Exchange; NASDAQ-NGSM, NCM, NGM; London Stock
Exchange- Main, AIM; U S Securities and Exchange Commission.
12. Various Procedural requirements for issue of securities and Listing.
13. Preparing a Company for an IPO and Governance requirements thereafter,
Appraising the Board and other functions in the organisations regarding the
Post IPO/Listing Governance changes.
14. Documentation & Compliances.
Case studies and Practical aspects.
39
Professional Programme
Module 3
Paper 15
Resolution of Corporate Disputes, Non-Compliances & Remedies
(Max Marks 100)
Objective
To acquire knowledge of various kinds of corporate disputes and non-compliances
under various laws and their resolution and management
Detailed Contents
1. Shareholders’ Democracy & Rights : Law relating to Majority Powers and
Minority Protection; Class action suits.
2. Corporate Disputes : Oppression & Mismanagement- Law & Practice; Refusal of
registration of transfer of securities & appeal against refusal; Wrongful withholding
of property of company; corporate criminal liability.
3. Fraud under Companies Act and IPC.
4. Misrepresentation & Malpractices : Companies Act, 2013, RBI Act, SEBI Act,
FEMA, COFEPOSA, Labour Laws; Prevention of Money Laundering Act; Malpractices
under various other laws.
5. Regulatory Action : Enquiries; Inspection; Investigation; Search and Seizure;
Arrest; Bail (ROC, RD, SFIO, Stock Exchange, SEBI, RBI, CCI, Labour Law Authorities,
Income Tax Authorities, ED, CBI, Economic Offences Wing).
6. Defaults, Adjudication, prosecutions and penalties under the Companies Act,
Securities Laws, FEMA, COFEPOSA, Money Laundering, Competition Act,
Labour Laws & Tax Laws.
7. Fines, Penalties and Punishments under various laws.
8. Civil and Criminal Trial Procedure and Process.
9. Relief and Remedies : Compounding of offences under Companies Act, SEBI &
FEMA; Mediation and Conciliation; Settlement and Proceeding (Consent order under
SEBI law); Appeal against the order of Adjudicating officer, SAT, NCLT, NCLAT,
Enforcement Directorate, IT Commissioner, GST Commissioner; Revision of order;
Appearance before Quasi-judicial and other bodies- NCLT, NCLAT, SAT, SEBI, RD,
ROC, RBI, CCI.
10. Crisis management, Professional Liability, D&O Policy & other Risk and liability
mitigation approaches.
Case Laws, Case Studies and Practical aspects.
40
Professional Programme
Module 3
Paper 16
Multidisciplinary Case Studies (Max Marks 100)
Objective
To test the students in their theoretical, practical and problem solving abilities.
Detailed Contents
Case studies mainly on the following areas:
1. Corporate Laws including Company Law
2. Securities Laws
3. FEMA and other Economic and Business Legislations
4. Insolvency Law
5. Competition Law
6. Business Strategy and Management
7. Interpretation of Law
8. Governance Issues.
41
Elective Papers
Professional Programme
Module 3
Elective Paper 17.1
Banking – Law & Practice (Max Marks 100)
Objective
To develop a robust knowledge base pertaining to significant facets of Banking
Sector among those students who wish to pursue a career in Banking Sector.
Detailed Contents
1. Overview of Indian Banking System: Indian Banking System – Evolution; RBI and
its role; Structure of Banks in India; Commercial Banks; Co-operative Banking
System; Development Banks; NBFCs.
2. Regulatory Framework of Banks: Constitution, Objectives, Functions & powers of
RBI; Tools of Monetary Control; Regulatory Restrictions on Lending; Business of
Banking; Constitution of Banks; RBI Act, 1934; Banking Regulation Act, 1949; Role
of RBI; Govt. as a Regulator of Banks; Control over Co-operative Banks; Regulation
by other Authorities.
3. Control over Organization of Banks : Licensing of Banking Companies; Branch
Licensing; Paid up Capital and Reserves; Shareholding in Banking Companies;
Subsidiaries of Banking Companies; Board of Directors; Chairman of Banking
Company; Appointment of Additional Directors; Restrictions on Employment;
Control over Management; Directors and Corporate Governance.
4. Regulation of Banking Business : Power of RBI to Issue Directions; Acceptance of
Deposits; Nomination; Loans and Advances; Regulation of Interest Rate; Regulation
of Payment Systems; Internet Banking Guidelines; Regulation of Money Market
Instruments; Reserve Funds; Maintenance of CRR, SLR; Assets in India.
5. Banking operations : Preparation of Vouchers, cash receipt and payment entries,
clearing inward and outward entries, transfer debit and credit entries, what is KYC
and what are the different documents to satisfy KYC, verify KYC and authenticity of
documents, operational aspects in regard to opening of all types of accounts,
scrutiny of loan applications / documents, allowing drawals and accounting entries
involved at various stages, operational aspects of CBS environment etc., Back office
operations in banks, handling of unreconciled entries in banks.
6. IT in Banking : Overview of Banking services and IT related risk and controls,
components and architecture of CBS, Core Business processes Flow and relevant
42
risks and controls Reporting System and MIS, data analytics and business
intelligence.
7. Payment and Collection of Cheques and Other Negotiable Instruments : NI Act;
Role & Duties of Paying & Collecting Banks; Endorsements; Forged Instruments;
Bouncing of Cheques; Its Implications; Return of Cheques; Cheque Truncation
System.
8. Case Laws on Responsibility of Paying Bank : Negotiable Instruments Act and
Paying Banks; Liability of Paying Banker; Payment in due course; Payment in Good
Faith; Whether Payment under Mistake Recoverable.
9. Case Laws on Responsibility of Collecting Bank : Statutory protection to
Collecting Bank; Duties of Collecting Bank.
10. Various Government Schemes : Pradhan Mantri Jan Dhan Yojana (PMJDY);
Sukhanya Samridi Account; MUDRA Bank Yojana; Pradhan Mantri Jeevan Jyoti
Beema Yojana (PMJJBY); Pradhan Mantri Suraksha Bima Yojana (PMSBY); Atal
Pension Scheme.
11. Consumer Protection : Operational Aspects of Consumer Protection Act & Banking
Ombudsman Scheme.
12. Loans and Advances : Different Types of Borrowers; Types of Credit FacilitiesCash
Credit, Overdraft, Demand Loans, Term Loans, Bill Finance.
13. Securities for Banker’s Loans : Types of Securities; Assignment; Lien; Set-off;
Hypothecation; Pledge; Mortgage; Indemnities and Guarantees; Factoring; Bill
discounting; Letter of Credit; Commercial Papers; Bank Guarantees; Book debts;
Corporate Securities; Charges.
14. Documentation: Types of Documents; Procedure; Stamping; Securitisation.
15. Calculation of Interest and Annuities : Calculation of Simple Interest & Compound
Interest; Calculation of Equated Monthly Instalments; Fixed and Floating Interest
Rates; Calculation of Annuities; Interest Calculation using Products / Balances;
Amortisation of a Debt; Sinking Funds.
16. Calculation of YTM : Debt- Definition, Meaning & Salient Features; Loans;
Introduction to Bonds; Terms associated with Bonds; Cost of Debt Capital; Bond
value with semi-annual Interest; Current Yield on Bond; Calculation of Yield-toMaturity
of Bond; Theorems for Bond Value; Duration of Bond; Properties of
Duration; Bond Price Volatility.
17. Foreign Exchange Arithmetic : Fundamentals of Foreign Exchange; Forex Markets;
Direct and Indirect Quote; Some Basic Exchange Rate Arithmetic – Cross Rate, Chain
Rule, Value date, etc.; Forward Exchange Rates – Forward Points; Arbitrage;
Calculating Forward Points; Premium / discount; etc.
18. Non Performing Assets : Definition; Income Recognition; Asset Classification;
Provisioning Norms; CDR Financial Inclusion BC; BF; Role of ICT in Financial
Inclusion, Mobile based transactions, R SETI.
43
19. Final Accounts of Banking Companies : Definition and Functions of a Bank;
Requirements of Banking Companies as to Accounts and Audit; Significant Features
of Accounting Systems of Banks; Principal Books of Accounts; Preparation and
Presentation of Financial Statements of Banks; CMA Format; Accounting Treatment
of Specific Items; Preparation of Profit and Loss Account; Comments on Profit and
Loss Account; Important Items of Balance Sheet; Disclosure Requirements of Banks;
Additional Disclosures prescribed by RBI; Disclosures required under BASEL norms.
20. Risk Management in Banks and Basel Accords : Introduction to Risk
Management; Credit Risk Management; Liquidity and Market Risk Management;
Operational Risk Management; Risk Management Organisation; Reporting of
Banking Risk; Risk Adjusted Performance Evaluation; Basel- I, II & III Accords.
44
Professional Programme
Module 3
Elective Paper 17.2
Insurance – Law & Practice (Max Marks 100)
Objective
To impart knowledge on insurance related concepts to the students with the aim of
broadening professional opportunities in the arena of insurance.
Detailed Contents
1. Concept of Insurance : Risk Management; The Concept of Insurance and its
Evolution; The Business of Insurance; The Insurance Market; Insurance Customers;
The Insurance Contract; Insurance Terminology; Life Assurance products; General
Insurance Products.
2. Regulatory Framework of Insurance Business in India : Development of
Insurance Legislation in India and Insurance Act 1938; Insurance Regulatory and
Development Authority of India (IRDAI) Functions and Insurance Councils; IRDAI
and its Licensing Functions; Policy Holders Rights of Assignment, Nomination and
Transfer; Protection of Policy Holders Interest; Dispute Resolution Mechanism;
Financial Regulatory Aspects of Solvency Margin and Investments; International
Trends In Insurance Regulation.
3. Life Insurance – Practices : Life Insurance Organization; Premiums and Bonuses;
Plans of Life insurance; Annuities; Group Insurance; Linked Life Insurance Policies;
Applications and Acceptance; Policy Documents; Premium payment, Life Insurance
Corporation (L.I.C) of India; Policy Lapse and Revival; Assignment, Nomination and
Surrender of policy; Policy Claims.
4. Life Insurance – Underwriting : Underwriting: Structure and Process; Financial
Underwriting; Occupational, Avocational and Residential Risks; Reinsurance; Blood
Disorders; Nervous System; Diabetes Mellitus; Thyroid diseases; Urinary system;
The Respiratory System; Gastrointestinal (Digestive) System; Cardiovascular
system; Special Senses: Disorders of the eyes, ears and nose; Law of contract; Life
Insurance Contract; Protection of Interest of Consumers.
5. Applications of Life Insurance : Financial Planning and Life Insurance; Life
Insurance Planning; Health Policies; Pensions and Annuities; Takaful (Islamic
Insurance).
6. Life Insurance – Finance : Accounting Procedures – Premium Accounting;
Accounting Procedures–Disbursements; Accounting Procedure: Expenses of
Management; Investments; Final Accounts, Revenue Account and Balance Sheet;
Budget and Budgetary Control; Innovative Concepts in Financial Reporting;
45
Accounting Standard Applicable to Life Insurance Companies; Financial Analysis;
Management Environment in India; Application of Financial Management Concepts
in Insurance Industry; Taxation (Current Scenario); Anti-Money Laundering
Guidelines and PML Act.; Compliance with IFRS (Involving Broader Concepts).
7. Health Insurance : Introduction to Health Insurance and the Health system in
India; Health Financing Models and Health Financing in India; Health Insurance
Products in India; Health Insurance Underwriting; Health Insurance Policy Forms
and Clauses; Health Insurance Data, Pricing & Reserving; Regulatory and legal
aspects of health insurance; Customer service in health insurance; Health Insurance
fraud; Reinsurance.
8. General Insurance – Practices and Procedures : Introduction to General
Insurance; Policy Documents and forms; Underwriting; Ratings & Premiums;
Claims; Insurance Reserves & Accounting.
9. Fire & Consequential Loss Insurance : Basic Principles and the Fire Policy; Add On
Covers and Special Policies; Fire Hazards and Fire Prevention; Erstwhile Tariff –
Rules and Rating; Documents; Underwriting; Claims – Legal & Procedural Aspects;
Consequential Loss Insurance; Specialised Policies and Overseas Practice.
10. Marine Insurance : Basic Concepts; Fundamental Principles; Underwriting; Types
of Covers; Marine Claims; Marine Recoveries; Role of Banker’s in marine Insurance;
Loss Prevention, Reinsurance, Maritime Frauds.
11. Agricultural Insurance : Glossary of Terms for Agriculture Insurance; Introduction
to Indian Agriculture; Risk in Agriculture; History of Crop Insurance in India; Crop
Insurance Design Considerations; Crop Insurance – Yield Index based Underwriting
and Claims; Weather Based Crop Insurance; Traditional Crop Insurance:
Underwriting and Claims; Agriculture Insurance in Other Countries; Livestock /
Cattle Wealth in Indian Economy; Types of Cattle & Buffaloes; Cattle Insurance in
India; Poultry Insurance in India; Miscellaneous Agriculture Insurance Schemes;
Agriculture Reinsurance.
12. Motor Insurance : Introduction to Motor Insurance; Marketing in Motor Insurance;
Type of motor vehicles, documents and policies; Underwriting in Motor Insurance;
Motor Insurance Claims; IT Applications in Motor Insurance; Consumer Delight;
Third Party Liability Insurance; Procedures For Filing And Defending; Quantum
Fixation; Fraud Management and Internal Audit; Legal aspects of Third party claims;
Important Decisions on Motor Vehicle Act.
13. Liability Insurance : Introduction to Liability Insurance; Legal Background;
Liability Underwriting; Statutory Liability; General Public Liability (Industrial/Nonindustrial
Risks); Products Liability Insurance; Professional Indemnity Insurance;
Commercial General Liability; Directors and Officers Liability; Other Policies &
Overseas Practices; Reinsurance.
46
14. Aviation Insurance : Introduction; Aviation Insurance Covers; UnderwritingGeneral
Aviation; Underwriting Airlines; Underwriting-Aerospace; Aviation Laws;
Aviation Claims; Aviation Finance.
15. Risk Management : Risk and Theory of Probability; Risk Management Scope and
Objectives; Building up an Effective Risk Management Programme; Important Steps
in Risk Management Decision Making Process; Alternative Risk Management;
Enterprise Risk Management; Business Continuity Management and Disaster/
Emergency / Catastrophe Recovery Planning; Loss Exposures for Major Classes;
Risk Management Checklists.
16. Corporate Governance for Insurance Companies.
47
Professional Programme
Module 3
Elective 17.3
Intellectual Property Rights: Laws and Practices (Max Marks 100)
Objectives
To learn, understand and analyse the Laws and Relations relating to Intellectual
Property Rights in India along with the glimpse of International practices.
1. Introduction : Concept of Property vis-à-vis Intellectual Property; Concept of
Property and Theories of Property – An Overview; Theories of Intellectual Property
Rights; Meaning, Relevance, Business Impact, Protection of Intellectual Property;
Intellectual Property as an Instrument of Development; Need for Protecting
Intellectual Property – Policy Consideration – National and International
Perspectives; Competing Rationales for Protection of Intellectual Property Rights;
Intellectual Property Rights as Human Right; Determining Financial Value of
Intellectual Property Rights; Negotiating Payments Terms in Intellectual Property
Transaction; Intellectual Property Rights in the Cyber World.
2. Types of Intellectual Property- Origin and Development- An Overview:
Copyrights; Trademarks; Patents; Designs; Utility Models; Trade Secrets and
Geographical; Indications; Bio-Diversity and IPR.
3. Role of International Institutions : Introduction to the leading International
Instruments concerning Intellectual Property Rights; The Berne Convention;
Universal Copyright Convention; The Paris Convention, Patent Co-operation Treaty;
TRIPS; The World Intellectual Property Organization (WIPO) and the UNESCO.
4. Patents : Introduction to Patent Law; Paris Convention; Patent Cooperation Treaty;
WTO- TRIPS; Harmonisation of CBD and TRIPs.
5. Indian Patent Law : An Overview; Concept of Patent; Product / Process Patents &
Terminology; The Patents Act, 1970; Amendments to the Patents Act; Patentable
Subject Matter, Patentability Criteria; Duration of Patents- Law and Policy
Consideration; Elements of Patentability,- Novelty and Non Obviousness (Inventive
Steps and Industrial Application; Non- Patentable Subject Matter; Procedure for
Filing of Patent Application and types of Applications; Procedure for Opposition;
Revocation of Patents; Ownership and Maintenance of Patents; Assignment and
licensing of Patents; Working of Patents- Compulsory Licensing; Patent AgentQualification
and Registration Procedure.
48
6. Patent Databases & Patent Information System : Patent Offices in India;
Importance of Patent Information in Business Development; Patent search through
Internet, Patent Databases.
7. Preparation of Patent Documents : Lab Notebooks/Log Books/Record Books;
Methods of Invention Disclosures; Patent Application and its Contents; Writing of
the Patent Document.
8. Process for Examination of Patent Application : Publication of Patent
Applications; Request for Examination; Process for Examination & Prosecution;
Reissue & Re-examination.
9. Patent Infringement : Literal Infringement; Doctrine of Equivalence and Doctrine
of Colourable Variation; Contributory Infringement; Defences to Infringement
including Experimental Use; Inequitable Conduct; Patent Misuse; Legal Aspects (Act,
Rules, and Procedures).
10. Recent Developments in Patent System : Software and Business Method
Patenting in India & other Jurisdiction; Patentable Inventions with Special Reference
to Biotechnology Products entailing Creation of New Forms of Life.
11. Trademarks : Introduction to Trademarks; The rationale of protection of
trademark as (a) an aspect of commercial and (b) of consumer rights; Definition and
concept of Trademarks; Kinds of marks (brand names, logos, signatures, symbols,
well known marks, certification marks and service marks); International Legal
Instruments on Trademarks; Indian Trademarks Law (The Trade and Merchandise
Marks Act, 1958 and Trademarks Act, 1999); Non Registrable Trademarks;
Procedure for Registration of Trademarks; Opposition Procedure; Procedural
Requirements of Protection of Trademarks; Content of the Rights, Exhaustion of
Rights; Assignment/Transmission / Licensing of Trademarks; Infringement of
Trademarks and Right of Goodwill; Passing off Action; Offences and Penalties;
International Conventions- Madrid Protocol; Domain Names – (Domain Names and
Effects of New Technology (Internet); WIPO Internet Domain Name Process).
12. Copyrights : Introduction to Copyright – Conceptual Basis; International Protection
of Copyright and Related rights- An Overview (International Convention/Treaties
on Copyright); Nature of Copyright; Indian Copyright Law; The Copyright Act, 1957
with its amendments; Copyright works; Author & Ownership of Copyright; Rights
Conferred by Copyright; Assignment, Transmission, Licensing of Copyrights;
Neighbouring Rights; Infringement of Copyrights; Remedies & Actions for
Infringement of Copyrights; Copyright Societies, Office, Board, Registration of
Copyrights & Appeals; International Conventions; Copyright pertaining to
Software/Internet and other Digital media; Remedies, especially, possibility of
Anton Pillar Injunctive Relief in India.
13. Industrial Designs : Need for Protection of Industrial Designs; Subject Matter of
Protection and Requirements; What is a Registrable Design; What is not a Design;
Novelty &Originality; Procedure for Registration of Designs; Copyright under
49
Design; Assignment, Transmission, Licenses; Procedure for Cancellation of Design;
Infringement; Remedies.
14. Geographical Indications : Geographical Indications – Concept of Appellations of
Origin, Indication of Source and Geographical Indication; International
Conventions/Agreements; The Geographical Indications of Goods (Registration and
Protection) Act, 2000; Procedure for Registration, Duration of Protection and
Renewal; Infringement, Penalties and Remedies.
15. Layout – Designs of Integrated Circuits : The Semiconductor Integrated Circuits
Layout-Design Act, 2000; Conditions and Procedure for Registration; Duration and
Effect of Registration; Assignment and Transmission.
16. The Protection of Plant Varieties and Farmers’ Rights : The Protection of Plant
Varieties and Farmer’s Rights Act, 2001; Protection of Plant Varieties and Farmers’
Rights, Authority and Registry; Registration of Plant Varieties and Essentially
derived variety; Duration, Effect of Registration and Benefit Sharing; Surrender and
revocation of Certificate; Farmers’ Rights; Plant Varieties Protection Appellate
Tribunal; Infringement, Offences, Penalties and Procedure.
17. Protection of Trade Secrets.
18. Key Business Concerns in Commercializing Intellectual Property Rights:
Competition and Confidentiality Issues, Antitrust Laws; Assignment of Intellectual
Property Rights; Technology Transfer Agreements; Intellectual Property Issues in
the Sale of Business; Care & Maintenance of Confidential Information; Legal Auditing
of Intellectual Property; Due Diligence of Intellectual Property Rights in a Corporate
Transaction; Management and Valuation of Intellectual Property.
19. Case Laws, Case Studies and Practical Aspects.
50
Professional Programme
Module 3
Elective 17.4
Forensic Audit (Max Marks 100)
Objectives
To understand and analyze the concept of Corporate Fraud and Forensics Audit in
the contemporary world along with the legal mechanism to counter the corporate
fraud and understanding Forensic Audit and its methods.
1. Introduction : What is Fraud: Meaning and Definition under the Companies Act,
2013 and Criminal Procedure Code, 1973; Elements of Fraud; What is Audit;
Forensic Audit; Need and Objectives; Fraud and Forensic Audit; Forensic Audit vis-avis
Audit.
2. Fraud and Audit : Modern Day Scenario: Fundamentals of Forensic Audit; Fraud
related Concepts; Kinds of Frauds; Corporate Frauds: An Insight; Live Cases;
Directors’ Responsibilities.
3. Audit and Investigations : Tools for handling Forensic Audit and the Role of
Company Secretary; Investigation Mechanism; Field Investigations; Methods of
Investigations; Red Flags; Green Flags.
4. Forensic Audit : Laws and Regulations : Information Technology and Business
Laws; International Laws and Practices; UK Bribery Act and US Foreign Corrupt
Practices Act; Indian Laws; ICSI Anti Bribery Code.
5. Forensic Audit and Indian Evidence Law : Finding Facts; Relevant Facts;
Admission of Evidence; Methods to Prove Cases.
6. Cyber Forensics : Introduction to Cyber Crime; International Guidance to Cyber
Forensics Laws; Digital Forensics and Cyber Laws; Introduction to Data Extraction;
Digital Forensics and Cyber Crime; Ethical Hacking, Digital Incident Response; Case
Laws: Indian and International.
7. Case Laws, Case Studies and Practical Aspects.
51
Professional Programme
Module 3
Elective Paper 17.5
Direct Tax Laws & Practice (Max Marks 100)
Objective
To provide advanced knowledge on practical application of Direct Tax Practice.
Detailed Contents
1. An Overview of Income Tax Act, 1961 : Background, Important definitions,
Residential Status, Basis of Charge, Scope of Total Income, Tax Rates in accordance
with the applicable Finance Act for the relevant assessment year.
2. Computation of Income under the head of Salary : Salary – Coverage, Employer
and Employee Relationship, Allowances, Monetary and Non-Monetary Perquisites –
Valuation and Taxability, Profits in lieu of Salary, Deductions against Salary,
Incomes exempt from Tax and not includible in ‘Salary’, Deduction to be made from
salary in respect of Provident Fund under the provisions of the Provident Fund and
Miscellaneous Provisions of Act 1952 and tax treatment of employers’ contribution
to Provident Fund, Tax Deducted at Source on Salary Income and Compliances,
Practical Case Studies.
3. Computation of Income under the head of House Property: Chargeability,
Owner of house property, Determination of Annual Value, Deduction from Net
Annual Value, Treatment of Unrealized Rent, Arrears of Rent, Exemptions,
Computation of Income from a let out House Property, Self-Occupied Property,
Practical Case Studies.
4. Computation of Income – Profits and Gains from Business and Profession:
Business and Profession – An overview, Chargeability, Profits and Losses of
Speculation Business, Deductions Allowable, Expenses Disallowed, Deemed Profits
u/s 41, Maintenance of Accounts, Tax Audit, Presumptive Base Taxation, Practical
Case Studies.
5. Computation of Income under the head of Capital Gains: Chargeability, Capital
Gains, Capital Assets & Transfer, Types of Capital Gains, Mode of Computation of
Capital Gains, Exemptions and Deduction, Special Provision – Slump Sale,
Compulsory Acquisition, Fair Market Value, Reference to valuation officer, Practical
Case Studies.
6. Computation of Income from Other Sources : Taxation of Dividend u/s 2(22)(a)
to (e), Provisions relating to Gifts, Deductions, Other Miscellaneous Provisions,
Practical Case Studies.
52
7. Exemptions/Deduction, Clubbing provisions, Set Off and/or Carry Forward of
Losses, Rebate and Relief : Income’s not included in Total Income, Tax holidays,
Clubbing of Income, Aggregation of Income, Set off and/or Carry forward of losses,
Deductions (General and Specific), Rebates and Reliefs.
8. Computation of Total Income and Tax Liability
9. TDS/TCS, Returns, Refund & Recovery : Tax Deduction at Source ‘TDS’ & Tax
Collection at Source ‘TCS’, Advance Tax &Self-Assessment Tax ‘SAT’, Returns,
Signatures, E-Filing, Interest for default in furnishing return of Income, Collection,
Recovery of Tax, & Refunds, Assessment, Appeals, Revisions, Settlement of Cases,
Penalties etc., Assessment, Appeals & Revisions, Settlement of Cases, Penalties,
Offences & Prosecution, Practical Case Studies.
10. Tax Planning & Tax Management : Tax Planning, Tax Management and Tax
avoidance though legitimate tax provisions, Various Avenues, Practical Case Studies.
11. International Taxation – An Overview : Double Taxation Avoidance Agreement
‘DTAA’, Residency Issues, Tax Heaven, Controlled Foreign Corporation (CFC),
Concept of Permanent Establishment, Business Connection, General Anti Avoidance
Rules ‘GAAR’, Advance Ruling – Practical Aspect, Transfer Pricing –An Overview,
Practical Case Studies.
12. Recent Case Laws : Practical Case Studies, Case Laws, Case Studies & Practical
Aspects.
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Professional Programme
Module 3
Elective Paper 17.6
Labour Laws & Practice (Max Marks 100)
Objective
To acquire expert knowledge, understanding and application of Labour Laws.
Detailed Contents
1. Constitution and Labour Laws: Fundamental rights vis-à-vis labour laws, Equality
before law and its application in Labour Laws, Equal pay for equal work; and
Article-16 and reservation policies, Articles 19, 21, 23 and 24 and its implications.
2. International Labour Organization: Aims and objects; Cooperation between
governments and employers’ and workers’ organizations in fostering social and
economic progress; Setting labour standards, developing policies and devising
programmes to promote decent work.
3. Law of Welfare & Working Condition : The Factories Act, 1948; Contract Labour
(Regulation and Abolition) Act, 1970; The Building and Other Constructions
Workers’ (Regulation of Employment and Conditions of Service) Act, 1996; The
Mines Act, 1952; The Working Journalists and Other Newspapers Employees
(Conditions of Service) and Miscellaneous Provisions Act, 1955; The Weekly
Holidays Act, 1942; Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013; The Child and Adolescent Labour (Prohibition
and Regulation) Act, 1986.
4. Law of Industrial Relations: Industrial Disputes Act, 1947 (downsizing,
retrenchment, lay-off, bench employees and termination) & Industrial discipline and
domestic inquiry. The Industrial Disputes (Central) Rules,1957; The Plantation
Labour Act, 1951; The Industrial Employment (Standing Orders) Rules, 1946;
Industrial Employment (Standing Orders) Act, 1946;The Industrial Employment
(Standing Orders) Act, 1946; Indian Trade Union Act, 1926; The Trade Unions
(Amendments) Act, 2001.
5. Law of Wages: Payment of Wages Act, 1936; Minimum Wages Act, 1948; Payment
of Bonus Act, 1965; Equal Remuneration Act, 1976.
6. Social Security Legislations: Employees’ Compensation Act, 1923; Employees
Compensation (Amendment) Act, 2017; Equal Remuneration Act, 1976; Employees’
State Insurance Act, 1948; Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952; Payment of Gratuity Act, 1972; Maternity Benefit Act, 1961;
Maternity Benefit (Amendment) Act, 2017; The Payment of Gratuity Act, 1972; The
54
Unorganized Workers’ Social Security Act, 2008; Apprentices Act, 1961;
Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959.
7. The Labour Laws (Simplification of Procedure for Furnishing Returns and
Maintaining Registers by Certain Establishments) Act, 1988.
8. Labour Codes: Labour Code on Wages; Labour Code on Industrial Relations; Labour
Code on Social Security & Welfare; Labour Code on Safety &Working Conditions.
9. Industrial and Labour Laws Audit covering the above Acts and other Industry
Specific Acts.
Case laws, Case Studies and Practical Aspects.
55
Professional Programme
Module 3
Elective Paper 17.7
Valuations & Business Modelling (Max Marks 100)
Objectives
Part I : To develop a reservoir of knowledge on valuation which can assist the
Company Secretaries in undertaking valuation assignments as a Registered
Valuer under Companies Act, 2013 including for Mergers and Acquisitions,
Issue of Shares, Winding up of Business and during Distressed Sale.
Part II : To assist the student in comprehending the concept of Business Modelling,
its vital components, steps involved in preparation of a Business Model and
Business Models for varied magnitude of business organizations.
Part I : Valuations (70 Marks)
Detailed Contents
1. Overview of Business Valuation : Genesis of Valuation; Need for Valuation;
Hindrances/ Bottlenecks in Valuation; Business Valuation Approaches;
Principles of Valuation (Cost, Price and Value).
2. Purpose of Valuation : M&A, Sale of Business, Fund Raising, Voluntary
Assessment; Taxation; Finance; Accounting; Industry perspective; Statutory
Dimension; Society Angle.
3. International Valuation Standards Overview.
4. Valuation guidance resources in India.
5. Business Valuation Methods: Discounted Cash Flow Analysis (DCF);
Comparable transactions method; Comparable Market Multiples method; Market
Valuation; Economic Value Added Approach; Free Cash Flow to Equity; Dividend
Discount Model; Net Asset Valuation; Relative Valuation; Overview of Option
Pricing Valuations.
6. Steps to establish the Business Worth: Planning and Data Collection; Data
Analysis and Valuation including review and analysis of Financial Statements;
Industry Analysis; Selecting the Business Valuation Methods; Applying the
selected Valuation Methods; Reaching the Business Value Conclusion.
56
7. Valuation of Tangibles: Overview of Valuation of Immovable Properties; Plant
& Machinery; Equipments; Vehicles; Capital Work-in-Progress; Industrial Plots;
Land and Buildings; Vessels, Ships, Barges etc.
8. Valuation of Intangibles : Definition of Intangible Assets; Categorization of
Intangibles- Marketing Related (Trademarks, Trade names, Certification marks,
Internet domains etc.), Customer or Supplier Related (Advertising Agreements,
Licensing, Royalty Agreements, Servicing Contracts, Franchise Agreements),
Technology Related (Contractual or non-contractual rights to use: Patented or
Unpatented Technologies, Data Bases, Formulae, Designs, Softwares, Process),
Artistic Related (Royalties from artistic works: Plays, Books, Films, Music).
9. Accounting for share based payment (Ind AS 102).
10. Valuation during Mergers & Acquisitions.
11. Valuation of various magnitudes of Business Organizations: Large
Companies, Small Companies, Start-Ups, Micro Small and Medium Enterprises.
12. Valuation of Business during Distressed Sale.
Part- II : Business Modelling (30 Marks)
13. Introduction to Business Modelling : Genesis, Meaning; Features; Significance;
Usage; Spreadsheet Techniques (Effective use of spreadsheets for modelling,
Review of key Excel Functions like building Macros, Decisions involving Time
Value of Money); Report and analyze historical data, Prepare future projections
and present integrated financial statements, Key financial ratios and Outputs in a
logical, summarized and effective manner.
14. Business Model Analysis: Facets of Analysis : Revenues: Cash flows and their
timing and Revenue drivers, Expenses: Cash flows and their timing, Investment
required through cash flow breakeven: Working Capital, Maximum financing
required and cash flow breakeven timing, Sensitivity Analysis: Key success
factors, Structuring and designing models.
57
Professional Programme
Module 3
Elective Paper 17.8
Insolvency – Law and Practice (Max Marks 100)
Objective
To acquire expert knowledge of the legal, procedural and practical aspects of
Insolvency and its resolution.
Detailed Contents
1. Insolvency – Concepts and Evolution: Bankruptcy/Insolvency– the Concept;
Historical Developments of Insolvency Laws in India; A Brief on Historical
Background on UK Insolvency Framework; US Bankruptcy Laws.
2. Introduction to Insolvency and Bankruptcy Code : Historical Background; Report
of the Bankruptcy Law Reforms Committee, Need for the Insolvency and Bankruptcy
Code, 2016; Overall scheme of the Insolvency and Bankruptcy Code; Important
Definitions; Institutions under Insolvency and Bankruptcy Code, 2016.
3. Corporate Insolvency Resolution Process : Legal Provisions; Committee of
Creditors; Procedure; Documentation; Appearance; Approval.
4. Insolvency Resolution of Corporate Persons : Contents of resolution plan;
Submission of resolution plan; Approval of resolution plan.
5. Resolution Strategies : Restructuring of Equity and Debt; Compromise and
Arrangement; Acquisition; Takeover and Change of Management; Sale of Assets.
6. Fast Track Corporation Insolvency Resolution Process : Applicability for fast
track process; Time period for completion of fast track process; Procedure for fast
track process.
7. Liquidation of Corporate Person : Initiation of Liquidation; Powers and duties of
Liquidator; Liquidation Estate; Distribution of assets; Dissolution of corporate
debtor.
8. Voluntary Liquidation of Companies : Procedure for Voluntary Liquidation;
Initiation of Liquidation; Effect of liquidation; Appointment; remuneration; powers
and duties of Liquidator; Completion of Liquidation.
9. Adjudication and Appeals for Corporate Persons : Adjudicating Authority in
relation to insolvency resolution and liquidation for corporate persons; Jurisdiction
of NCLT; Grounds for appeal against order of liquidation; Appeal to Supreme Court
on question of law; Penalty of carrying on business fraudulently to defraud traders.
58
10. Debt Recovery and Securitization : Non-performing assets; Asset Reconstruction
Companies [ARC];Security Interest (Enforcement) Rules, 2002; Options available
with banks e.g. SARFAESI, DRT, etc., Application to the Tribunal/Appellate Tribunal.
11. Winding-Up by Tribunal : Introduction; Is winding up and dissolution are
synonymous? Winding up under the Companies Act, 2013;Powers of the Tribunal;
Fraudulent preferences.
12. Cross Border Insolvency : Introduction; Global developments; UNCITRAL
Legislative Guide on Insolvency Laws; UNCITRAL Model Law on Cross Border
Insolvency; US Bankruptcy Code; World Bank Principles for Effective Insolvency and
Creditor Rights; ADB principles of Corporate Rescue and Rehabilitation; Enabling
provisions for cross border transactions under IBC, Agreements with foreign
countries.
13. Insolvency Resolution of Individual and Partnership Firms : Application for
insolvency resolution process; Procedural aspects; Discharge order.
14. Bankruptcy Order for Individuals and Partnership firms : Bankruptcy if
insolvency resolution process fails; Application for bankruptcy; Conduct of meeting
of creditors; Discharge order; Effect of discharge order.
15. Bankruptcy for Individuals and Partnership Firms : Background; Overview of
the provisions; Adjudicating Authority; Appeal against order of DRT; Appeal to
Supreme Court.
16. Fresh Start Process : Background; Application for fresh start order; Procedure
after receipt of application; Discharge order.
17. Professional and Ethical Practices for Insolvency Practitioners : Responsibility
and accountability of Insolvency Practitioners; Code of conduct; Case laws; Case
Studies; and Practical aspects.
59
Indicative List of Certificate & PMQ Courses
Certificate Courses
Objective
To create expertise in respective areas and enhance employability/practice areas.
S. No. Certification Course
CORE & HYBRID
1. Certificate Course in Internal Audit
2. Certificate Course in GST
3. Certificate Course in Insolvency
4. Certificate Course in Securities Audit
5. Certificate Course in FEMA and NBFCs
6. Certificate Course in Capital Markets and Financial Services
7. Certificate Course in Setting up of business in India and Abroad
8. Certificate Course in Setting up and Management of Mega Firms
9. Certificate Course in Due Diligence
10. Certificate Course in Segment wise Role of Company Secretaries
11. Certificate Course in Mergers and Amalgamations
12. Certificate Course in Corporate Funding – National and International
13. Certificate Course in Resolution and Management of Corporate Disputes, NonCompliances
& Remedies
60
14. Certificate Course in Alternative Dispute Resolution and International
Commercial Arbitration
15. Certificate Course in Valuations and Business Modelling
16. Certificate Course in Financial, Non-Financial and Integrated Reporting
17. Certificate Course in Drafting, Pleadings and Appearances
18. Certificate Course in Compliance of All Applicable Laws
19. Certificate Course in Internal Audit of Securities Market Intermediaries
20. Certificate Course in Forensic Audit
21. Certification Course in Secretarial Audit
ANCILLIARY TO CORE
22. Certificate Course in Property Laws and Practice
23. Certificate Course in Environment Protection Laws
24. Certificate Course in Banking
25. Certificate Course in Insurance
26. Certificate Course in Direct Tax Law
27. Certificate Course in Intellectual Property Rights
28. Certificate Course in Consumer Disputes and their Resolution
29. Certificate Course in Social Media for Company Secretaries
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PMQ Courses
Objective
To provide 360 degree in-depth knowledge including case studies, research
and international perspective
S. No. Post Membership Qualification
CORE & HYBRID
1. PMQ Course in Insolvency
2. PMQ Course in Corporate Governance, Risk and Compliance Management
3. PMQ Course in Mergers and Amalgamations
4. PMQ Course in Alternative Dispute Resolution and International Commercial
Arbitration
5. PMQ Course in Valuations and Business Modelling
***

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