Company Secretary Course – Syllabus

‘Company Secretary’ course conducted by ICSI is a three level program which starts from foundation level -> executive level -> professional level. Those who are graduates (except fine arts) can directly register for executive level.
Subjects and detailed syllabus of each level are mentioned below for your quick reference

FOUNDATION PROGRAM

Foundation program consist of four subjects each carrying 100 marks. Foundation exams are computer based exams.
PAPER 1: BUSINESS ENVIRONMENT AND ENTREPRENEURSHIP
Part A: Business Environment (30 MARKS)

• Business Environment
• Forms of Business Organization
• Scales of Business
• Emerging Trends in Business
• Business Functions

Part B: Business Laws (40 MARKS)

• Introduction to Law
• Elements of Company Law
• Elements of Law relating to Partnership
• Elements of Law relating to Contract
• Elements of Law relating to Sale of Goods
• Elements of Law relating to Negotiable Instruments

Part C: Entrepreneurship (30 MARKS)

• Entrepreneurship
• Entrepreneurship – Creativity and Innovation
• Growth & Challenges of Entrepreneurial Venture

 

PAPER 2: BUSINESS MANAGEMENT, ETHICS AND COMMUNICATION
Part A: Business Management (40 MARKS)

• Nature of Management and its Process
• Planning
• Organisation
• Human Resource Management
• Direction and Co-ordination
• Controlling
• Recent Trends in Management

Part B: Business Ethics (20 MARKS)

• Business Ethics

Part C: Business Communication (40 MARKS)

• Business Communication
• Essentials of Good English
• Business Correspondence
• Administration
• Inter-departmental Communication
• Preparation of Press Releases
• E Correspondence

 

PAPER 3: BUSINESS ECONOMICS
Part A: Economics (70 MARKS)

• Nature and Scope of Economics
• Theory of Demand and Supply
• Theory of Production, Costs and Revenue
• Forms of Markets and its Equilibrium
• Money and Banking
• Basic Characteristics of Indian Economy
• Selected Areas of Indian Economy (Population, Poverty, Unemployment, Infrastructure)

Part B: Elementary Statistics (30 MARKS)

• Statistics: An Overview
• Collection and Presentation of Statistical Data
• Measures of Central Tendency
• Mathematics of Finance
• Probability
• Index Numbers and Time Series Analysis

 

PAPER 4: FUNDAMENTALS OF ACCOUNTING AND AUDITING
Part A: Fundamentals Of Accounting (70 MARKS)

• Theoretical Framework
• Accounting Process
• Bank Reconciliation Statement
• Depreciation Accounting
• Preparation of Final Accounts for Sole Proprietors
• Partnership Accounts
• Introduction to Company Accounts

Part B: Fundamentals Of Auditing (30 MARKS)

• Auditing
• Audits and Auditor’s Reports

 

EXECUTIVE PROGRAM

Executive program consist of seven subjects divided into two modules. Examination of ‘Cost and Management Accounting’, ‘Tax laws and Practice’ & ‘Industrial, Labour and General laws’ are conducted in OMR mode.

MODULE 1
PAPER 1: COMPANY LAW (100 MARKS)

• Introduction
• Incorporation and its Consequences
• Financial Structure
• Membership in a Company
•  Management and Control of Companies
• Investments, Loans and Deposits
• Accounts and Audit
• Dividends
• Registers, Forms and Returns
• Inspection and Investigation
• Majority Rule and Minority Rights
• Merger, De-merger, Amalgamation, Compromises and Arrangements – An Overview
• Producer Companies
• Limited Liability Partnerships
• Application of Company Law to Different Sectors
• Offences and Penalties
• Compounding of Offences
• Winding up of Companies –An Overview
• Striking Off Name of Companies
• An Introduction to E-Governance and XBRL

 

PAPER 2: COST AND MANAGEMENT ACCOUNTING (100 Marks)

• Introduction to Cost and Management Accounting
• Material Cost
• Labour Cost
• Direct Expenses and Overheads
• Activity Based Costing (ABC)
• Cost Records
• Costing Systems
• Marginal Costing
• Standard Costing
• Budget, Budgeting and Budgetary Control
• Cost Accounting Records and Cost Audit
• Analysis and Interpretation of Financial Statements

 

PAPER 3: ECONOMIC AND COMMERCIAL LAWS
PART A: (70 Marks)

• Foreign Exchange Management
• Foreign Trade Policy and Procedures
• Competition and Consumer Protection
• Intellectual Property Rights
• Law relating to Arbitration and Conciliation
• Law relating to Transfer of Property
• Law relating to Stamps
• Law relating to Contract
• Prevention of Money Laundering

PART B: (30 Marks)

• Law relating to Essential Commodities, Weights and Measures
• Law relating to Societies
• Law relating to Trusts
• Industries Development and Regulation
• Law relating to Pollution Control and Environmental Protection
• Law relating to Registration of Documents

 

PAPER 4: TAX LAWS AND PRACTICE
Part A: Income Tax and Wealth Tax (70 MARKS)

• Basics and Definitions – Income Tax Act, 1961
• Incomes which do not form part of Total Income
• Computation of Total Income under Various Heads
• Other aspects relating to Income Tax
• Classification and Tax Incidence on Companies
• TDS, TCS, Recovery and Refund, Advance Tax
• Procedures relating to Income Tax
• Tax Planning & Tax Management
• Wealth Tax Act, 1956
• Basic Concepts of International Taxation
• Transfer Pricing
• General Anti Avoidance Rules (GAAR)

Part B – Service Tax & Sales Tax (30 MARKS)

• An Overview of Service Tax
• An Overview of Value Added Tax

MODULE 2

PAPER 5: COMPANY ACCOUNTS AND AUDITING PRACTICES
Part A: Company Accounts (70 MARKS)

• Share Capital
• Debentures
• Final Accounts of Companies
• Corporate Restructuring
• Consolidation of Accounts
• Valuation of Shares and Intangible Assets
• Liquidation of Company
• Corporate Financial Reporting
• Accounting Standards

Part B: Auditing Practices (30 MARKS)

• Auditing Concepts
• Types of Company Audit
• Internal Audit
• Internal Control
• Review of Internal Control
• Audit Engagement and Documentation

 

PAPER 6: CAPITAL MARKETS AND SECURITIES LAWS
Part A: Capital Markets (60 MARKS)

• Overview of Capital Market
• Capital Market Instruments and Rating
•  Securities Market Intermediaries
• Market Infrastructure Institutions – Stock Exchanges
• Debt Market
• Money Market
• Mutual Funds
• Venture Capital
• Collective Investment Schemes
• Resource Mobilization in International Capital Market
• Indian Depository Receipts

Part B: Securities Laws (40 MARKS)

• Securities Contracts (Regulation) Act, 1956
• SEBI Act, 1992
• Depositories Act, 1996
• Issue and Listing of Securities
• Regulatory Framework relating to Securities Market Intermediaries
• An Overview of Law relating to Insider Trading and Takeovers

 

PAPER 7: INDUSTRIAL, LABOUR AND GENERAL LAWS
Part A: Industrial and Labour Laws (70 MARKS)

• 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
• Maternity Benefit Act,1961
• The Child Labour (Prohibition and Regulation) Act, 1986
• Industrial Employment (Standing Orders) Act, 1946
• Industrial Disputes Act, 1947
• Indian Trade Union Act, 1926
• The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988
• Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959
• Apprentices Act, 1961
• Labour Audit covering the above Acts and those Industry Specific Acts

Part B: General Laws (30 MARKS)

• Constitution of India
• Interpretation of Statutes
• An Overview of Law relating to Specific Relief; Limitation and Evidence
• Code of Civil Procedure
• Indian Penal Code and Criminal Procedure Code
• Right to Information

 

PROFESSIONAL PROGRAM

Professional Program consist of nine subjects divided into three modules, in which the ninth subject is an optional subject which is to opted out of five subjects as per students discretion.

MODULE 1

PAPER 1: ADVANCED COMPANY LAW AND PRACTICE (100 MARKS)

• Company Formation and Conversion
• Procedure for Alteration of Memorandum and Articles
• Procedure for Issue of Securities (Shares & Debt Instruments)
• Procedure relating to Membership, Transfer and Transmission
• Directors and Managerial Personnel
• Meetings
• Auditors
• Distribution of Profit
• Procedure relating to Charges
• Procedure relating to Inter-Corporate Loans, Investments, Guarantees and Security
• Preparation & Presentation of Reports
• E- Filing
• Striking off Names of Companies
• Recent Trends and Developments in Company Law
• Trusts and Non Profit Organisation

PAPER 2: SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT
AND DUE DILIGENCE
PART A: Secretarial Audit (25 MARKS)

• Secretarial Standards
• Secretarial Audit
• Checklist for Secretarial Audit

Part B: Due Diligence and Compliance Management (75 MARKS)

• Due Diligence – An Overview
• Issue of Securities
• Depository Receipts Due Diligence
• Merger & Acquisition (M&A) Due Diligence
• Competition Law Due Diligence
• Legal Due Diligence
• Due Diligence for Banks
• Environmental Due Diligence
• Search and Status Reports
• Compliance Management

PAPER 3: CORPORATE RESTRUCTURING, VALUATION AND
INSOLVENCY
Part A – Corporate Restructuring (50 MARKS)

• Introduction and Concepts
• Merger and Amalgamation
• Corporate Demerger and Reverse Merger
• Takeover
• Funding of Merger and Takeover
• Financial Restructuring
• Post Merger Reorganization
• Case Studies

Part B – Valuation (30 MARKS)

• Introduction
• Valuation Techniques
• Regulatory and Taxation Aspects
• Valuations for Different Strategies

Part C – Insolvency (20 MARKS)

• Introduction
• Revival, Rehabilitation and Restructuring of Sick Companies
• Securitization and Debt Recovery
• Winding Up
• Cross Border Insolvency

MODULE 2

PAPER 4: INFORMATION TECHNOLOGY AND SYSTEMS AUDIT

• Information Technology Law
• Information Systems
• Computer Hardware – An Overview
• Computer Software – An Overview
• Database Management
• Programming – An overview
• Internet and Other Technologies
• Management Information Systems – An Overview
• Enterprise Resource Management
• E-Governance in India
• Systems Audit – An Overview

PAPER 5: FINANCIAL, TREASURY AND FOREX MANAGEMENT (100 MARKS)

• Economic Framework
• Nature and Scope of Financial Management
• Capital Budgeting
• Capital Structure
• Cost of Capital
• Financial Services
• Project Finance
• Dividend Policy
• Working Capital
• Security Analysis and Portfolio Management
• Derivatives and Commodity Exchanges- An Overview
• Treasury Management
• Forex Management
• Practical Problems and Case Studies

PAPER 6: ETHICS, GOVERNANCE AND SUSTAINABILITY
Part A: Ethics and Governance (70 MARKS)

• Introduction
• Ethical Principles in Business
• Conceptual Framework of Corporate Governance
• Board Effectiveness – Issues and Challenges
• Board Committees
• Legislative Framework of Corporate Governance in India
• Legislative Framework of Corporate Governance – An International Perspective
• Risk Management and Internal Control
• Corporate Governance and Shareholder Rights
• Corporate Governance and Other Stakeholders
• Corporate Governance Forums

Part B: Sustainability (30 MARKS)

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

MODULE 3

PAPER 7: ADVANCED TAX LAWS AND PRACTICE
Part A: Direct Tax Management (30 MARKS)

• Taxation of Individual Entities, Partnership, LL.P, Companies
• International Taxation Covering Taxation of Non Resident Entities, Advance Ruling, Transfer Pricing, Direct tax Avoidance Agreement.
• Case studies and Practical Problems covering Advance Tax Planning relating to Companies
  and Business Entities.

Part B: Central Excise, Customs, VAT and Service Tax (70 MARKS)

• Introduction
• Central Excise Laws
• Customs Laws
• Promissory Estoppel in Fiscal Laws
• Tax Planning and Management
• Service Tax
• Goods and Service Tax (GST) – Concept and Developments
• Value Added Tax (VAT)

PAPER 8: DRAFTING, APPEARANCES AND PLEADINGS (100 MARKS)

• General Principles of Drafting and Relevant Substantive Rules
• Drafting and Conveyancing relating to Various Deeds and Agreements
• Drafting of Agreements under the Companies Act
• Pleadings
• Appearances
• Compounding of Offences
• Practical Exercises

Optional Subjects (100 Marks)

Paper 9.1 Banking Law and Practice

• Overview of Banking System
• Regulatory Framework and Compliances
• Legal Aspects of Banking Operations
• Banking Related Laws
• Banker – Customer Relations
• Loans and Advances
• Securities for Banker’s Loans
• Financial Analysis of Banks
• Financial System Contemporary and Emerging Issues: An Overview
• International Banking Management
• Electronic Banking and IT in Banks
• Risk Management in Banks
• Ethics and Corporate Governance in Banks

Paper 9.2 Capital, Commodity and Money Market

• Economic Framework
• Legal Framework
• Financial Intermediaries Framework
• Primary Markets
• Secondary Markets
• Capital Market Investment Institutions
• Capital Market Instruments
• Resource Mobilization through International Markets
• Landmark Studies and Report of Committees on Capital Markets
• Economics of Commodities Marketing
• Commodities Market Operations
• Introduction to Money Market

Paper 9.3 Insurance Law and Practice

• Understanding and Managing Risk
• General Principles and Concepts of Insurance
• Insurance Contract and Indian Market Conditions
• Regulatory Environment – Specific Legislations
• Regulatory Environment – General
• International Regulatory Framework
• Life Insurance – Practices and Procedures
• Life Insurance & Pension Products
• General Insurance – Practices and Procedures – Focus Underwriting
• General Insurance – Practices and Procedures – Focus Claims
• General Insurance Products
• Ethics and Corporate Governance Framework for Insurance Companies

Paper 9.4 Intellectual Property Rights – Law and Practice

• Introduction to IPR, Patents
• Patent Databases & Patent Information System
• Preparation of Patent Documents
• Process for Examination of Patent Application
• Patent Infringement
• Recent Developments in Patent System
• Trademarks, Copyrights
• Industrial Designs
• Geographical Indications
• Protection of Trade Secrets
• Key Business Concerns in Commercializing Intellectual Property Rights
• Management and Valuation of Intellectual Property

Paper 9.5 International Business – Laws and Practices

• Introduction to International Business
• International Business Environment
• Multi National Enterprises (MNEs) and Foreign Direct Investment (FDI)
• Foreign Trade Policy and Procedures
• International Trade and Regional Economic Integration
• Institutional Environment
• Anti-Dumping Duties
• Subsidies and Countervailing Duties
• Foreign Collaborations and Joint Ventures
• Strategic Alliances
• Logistics Management