Here I am giving you syllabus for Company Secretary Professional Stage of Institute of Company Secretaries of India (ICSI) in a PDF file attached with it .

Module I
1. Company Secretarial Practice
2. Drafting, Appearances and Pleadings
Module II
3. Financial, Treasury and Forex Management
4. Corporate Restructuring and Insolvency
Module III
5. Strategic Management, Alliances and International Trade
6. Advanced Tax Laws and Practice
Module IV
7. Due Diligence and Corporate Compliance Management
8. Governance, Business Ethics and Sustainability

PROFESSIONAL PROGRAMME
MODULE I
PAPER 1: COMPANY SECRETARIAL PRACTICE
Level of knowledge : Expert knowledge.
Objective : To provide an in-depth understanding of the procedures
under the Companies Act, Rules and Regulations made thereunder
including understanding of international dimensions of company law.

Detailed contents :
1. E-governance (MCA – 21)
Important Features of MCA-21 – CIN, DIN, DSC, CFC, SRN, etc; Eforms
and on-line filing and inspection of documents.
2. Company Formation and Conversion
Choice of form of business entity; conversion/ re-conversion of one
form of business entity into another.
Procedure for incorporation of private/public companies, companies
limited by guarantee and unlimited companies and their conversions/
re-conversion/re-registration; obtaining certificate of commencement
of business; obtaining certification of re-registration; commencement
of new business and certification; filing of agreements with managerial
personnel;
Formation of associations not for profit and non profit companies;
procedure relating to foreign companies carrying on business in India.

3. Alteration of Memorandum and Articles
Procedure for alteration of various clauses of memorandum: name
clause, situation of registered office clause, objects clause, capital clause
and liability clause; procedure for alteration of articles; effect of alteration.

4. Issue and Allotment of Securities
Procedure for public issue, rights issue and bonus shares; procedure
for issue of securities at par/premium/discount; procedure for calls on
shares; Issue of sweat equity shares, employees stock option scheme,
shares with differential voting rights; issue and redemption of preference
shares; issue of shares on preferential basis/private placement.
Return of allotment and effect of irregular allotment; issue of certificates;
alteration of share capital; procedure for forfeiture of shares and reissue
of forfeited shares; cancellation of shares; surrender of shares;
conversion and re-conversion of shares into stock.
Procedure for issue of debentures including creation of security and
debenture redemption reserve; drafting of debenture trust deed;
conversion of and redemption of debentures.
5. Membership and Transfer/Transmission
Procedure for induction of members; nomination of shares; variation
of shareholders’ rights; cessation of membership including dispute
resolution.
Transfer/transmission/transposition ; dematerialization/
rematerialisation of securities.

6. Directors and Managerial Personnel
Procedure for appointment, reappointment, resignation, removal and
varying terms of appointment/ re-appointment of directors and
managerial personnel.
Procedure for payment of remuneration to directors and managerial
personnel and disclosures thereof; compensation for loss of office;
waiver of recovery of remuneration; directors and officers liability
insurance.
Procedure for making loans to directors, disclosure of interest by a
director, holding of office or place of profit by a director/relative, etc. of
a director.

Company Secretary – Appointment, resignation and removal of
Company Secretary; role of the Company Secretary; functions and
duties; relationship with chairman and directors; secretary as advisor
to the chairman and the board.
Company Secretary in Practice – Functions ; procedure for
appointment, resignation and removal of company secretary in practice.
Auditors
Procedure for appointment/reappointment, resignation and removal
of statutory auditors and branch auditors; appointment of cost auditors;
special auditors; CAG audit.

7. Decision-making Forums and Meetings
Collective decision making forums - authority, accountability, delegation
and responsibility.
Board Meetings - Convening and management of Board and Committee
Meetings.
General Meetings - convening and management of statutory meeting,
annual and extra-ordinary general meetings, class meetings;
preparation of notices and agenda papers.
Procedure for passing of resolutions by postal ballot, conducting a poll
and adjournment of a meeting.
Post-meeting formalities including preparation of minutes and
dissemination of information and decisions including filing thereof.

8. Preparation & Presentation of Reports
Preparation of financial statements, auditors’ report, directors’ report
and report on corporate governance.

9. Distribution of Profit
Procedure for ascertainment of divisible profits and declaration of
dividend; payment of dividend; claiming of unclaimed/unpaid dividend;
transfer of unpaid/unclaimed dividend to Investor Education and
Protection Fund.

10. Charges
Procedure for creation/modification/satisfaction of charges and
registration thereof; register of charges; inspection of charges.

11. Inter-corporate Loans, Investments, Guarantees and Security
Procedure for making inter-corporate loans, investments, giving of
guarantees and providing of security.

12. Filling and Filing of Returns and Documents, etc.
Procedure for filling and filing of returns and documents :
(a) Annual filing, i.e., annual accounts, compliance certificate,
annual return, etc.
(b) Event based filing.

13. Striking off Names of Companies – Law and Procedure.
14. Best Practices - Secretarial Standards
Concept, scope and advantages; Secretarial Standards issued by the
ICSI; Compliance of secretarial standards for good governance.

15. Insider Trading
Concept and rationale behind prohibition of insider trading; SEBI’s
Insider Trading Regulations; major actions taken by SEBI so far; Role
of Company Secretary in compliance requirements.

16. Global Developments in Company Law
Contemporary developments, distinguishing and evolving features of
company law in other jurisdictions.

PAPER 2 : DRAFTING, APPEARANCES AND PLEADINGS
Level of knowledge : Working knowledge.
Objective : To acquaint the students with fundamentals of drafting,
pleadings and advocacy techniques.

Detailed contents
1. General Principles of Drafting
General principles and rules of drafting of deeds and conveyance,
basic components of deeds, endorsement and supplemental deeds,
aids to clarity and accuracy, legal requirements and implications.

2. Drafting of Agreements
Drafting of various Agreements including collaboration agreements,
arbitration; guarantees, counter guarantees; bank guarantee,
hypothecation agreement, outsourcing agreements, service
agreements, leave and license, etc.

3. Drafting of Various Deeds
Deed of sale of land, building, mortgage, licence, lease, assignment,
trust, partnership, Power of Attorney, etc.

4. Drafting of Agreements under the Companies Act
Pre incorporation contracts; Memorandum and Articles of Association
and other agreements.

5. Appearances and Pleadings
Appearance before tribunals/quasi judicial bodies such as CLB, SAT,
NCLT, CCI TRAI, etc. and appellate authorities.
Drafting of petitions/applications; drafting of written statement, counter
affidavit, reply and rejoinder.
Drafting of Affidavit in evidence ; arguments on preliminary submissions,
arguments on merits ; legal pleadings and written submissions.
Drafting and filing of Appeals, writ petitions, special leave petition,
revision and review applications, affidavits.
Dress code, etiquettes and court craft.

6. Compounding of Offences
Compounding of offences under the Companies Act, SEBI Act, FEMA
etc. Consent Orders.

MODULE II
PAPER 3 : FINANCIAL, TREASURY AND FOREX
MANAGEMENT
Level of knowledge : Expert knowledge.
Objectives :
(i) To provide conceptual clarity about the management tools
and techniques used in financial planning, analysis, control
and decision making.
(ii) To provide knowledge of derivatives, forex and treasury
management to enable the candidates to tackle practical
situation with ease.

Detailed contents :
1. Nature and Scope of Financial Management
Nature, significance, objectives and scope of financial management;
risk-return and value of the firm; financial distress and insolvency;
financial sector reforms and their impact on financial management;
functions of finance executive in an organisation; financial management
– recent developments.

2. Capital Budgeting Decisions
Planning and control of capital expenditure; capital budgeting process;
techniques of capital budgeting- discounted and non-discounted cash
flow methods, choice of methods; capital rationing; risk evaluation and
sensitivity analysis, simulation for risk evaluation; linear programming
and capital budgeting decisions.

3. Capital Structure Decisions
Meaning and significance of capital structure; capital structure vis-avis
financial structure; capital structure planning and designing; optimal
capital structure; determinants of capital structure; capital structure
and valuation - theoretical analysis; EBIT – EPS analysis; cost of capital;
factors affecting cost of capital, measurement of cost of capital,
weighted average cost of capital, marginal cost of capital; risk and
leverage; measures of leverage, leverage effects on shareholders
returns.

4. Sources of Finance
Equity, non-voting preference shares; debentures and bonds;
company deposits; term loans from financial institutions and banks;
international finance and syndication of loans; euro-issues and
external commercial borrowings; FCCB; internal funds as a source
of finance; dividend policy and retention of profits; bonus shares;
deferred payment arrangements; corporate taxation and its impact
on corporate financing; financing cost escalation.

5. Dividend Policy
Introduction; types, determinants and constraints of dividend policy;
different dividend theories — Walter’s Model, Gordon’s Model and
Modigliani-Miller Hypothesis of dividend irrelevance; forms of dividend;
dividend policy - practical considerations and legal constraints;
corporate dividend practices in India; statutory framework.

6. Working Capital Management and Control
Working capital - meaning, types, determinants; assessment of working
capital requirements - operating cycle concept and applications of
quantitative techniques; management of working capital - cash,
receivables, inventories; financing of working capital; banking norms
and macro aspects of working capital management.

7. Security Analysis and Portfolio Management
Security analysis - fundamental approach, technical approach and
efficient capital market theory; portfolio management - meaning,
objectives; portfolio theory – traditional approach; modern approach -
CAPM model.

8. Financial Services
Meaning, significance and scope of financial services ; types of financial
services – merchant banking, leasing and hire purchase, venture
capital, mutual funds, factoring and forfeiting, securitisation of debt,
loan syndication, custodial and corporate advisory services, credit
rating.

9. Project Planning and Control
Project Planning and preparation of project report; project appraisal
under normal, inflationary and deflationary conditions; project appraisal
by financial institutions – lending policies and appraisal norms by
financial institutions and banks; loan documentation and loan

syndication, project review and control; social cost and benefit analysis
of project.

10. Derivatives and Commodity Exchanges
Concept of derivatives; financial derivatives and commodity derivatives;
types of derivatives - forward contracts, futures contracts, options;
participants in futures and options market, Index based derivatives
and security based derivatives; derivatives and exposure management,
currency forwards, currency futures, currency options and currency
swaps and interest rate risk management; derivative markets in India;
commodity exchanges in India.

Attached Files

ICSI CS Professional syllabus.pdf (199.0 KB, 56 views)