Detailed (NEW)Syllabus of Company Secretaryship Course Executive Programme.
Course content have been divided by the institute(ICSI) in 2 parts.
Paperwise syllabus in MODULE I:-
PAPER 1 : GENERAL AND COMMERCIAL LAWS
1. Constitution of India
Broad framework of the Constitution of India; fundamental rights;
directive principles of state policy; ordinance making powers of the
President and the Governors; legislative powers of the Union and the
States; freedom of trade, commerce and intercourse; constitutional
provisions relating to State monopoly; judiciary; writ jurisdiction of High
Courts and the Supreme Court; different types of writs -habeas corpus,
mandamus, prohibition, quo warranto and certiorari; Concept of
2. Interpretation of Statutes
Need for interpretation of a statute; general principles of interpretation
-internal and external aids to interpretation; primary and other rules.
3. An Overview of Law relating to Specific Relief; Arbitration and
Conciliation; Torts; Limitation and Evidence.
4. Law relating to Transfer of Property
Important definitions; movable and immovable property; properties which
cannot be transferred; rule against perpetuities; lis pendens; provisions
relating to sale, mortgage, charge, lease, gift and actionable claim.
5. Law relating to Stamps
Methods of stamping; consequences of non-stamping and under-
stamping; impounding of instruments; construction of instruments for
determination of stamp duty payable; adjudication; allowance and
refund; penal provisions.
6. Law relating to Registration of Documents
Registrable documents - compulsory and optional; time and place of
registration; consequences of non-registration; description of property;
7. Information Technology Law - An Overview
Important terms under Information technology legislation; digital
signatures; electronic records; certifying authority; digital signature
certificate; Cyber Regulation Appellate Tribunal; offences and penalties.
8. Code of Civil Procedure
Structure of civil courts, their jurisdiction,
basic understanding of certain terms - order, judgement and decree,
stay of suits, res judicata, suits by companies, minors, basic
understanding of summary proceedings, appeals, reference, review
9. Criminal Procedure Code
Offences; mens rea, cognizable and non-cognizable offences, bail,
continuing offences, searches, limitation for taking cognizance of certain
10. Law relating to Right to Information
Salient features of the Right to Information (RTI) Act, 2005; Objective;
Public Authorities & their obligations ; Designation of Public Information
Officers (PIO) and their Duties; Request for obtaining information;
Exemption from disclosure; Who is excluded; Information Commissions
(Central & State) and their powers; appellate authorities; penalties;
jurisdiction of Courts; Role of Central/State Governments.
PAPER 2 : COMPANY ACCOUNTS, COST AND MANAGEMENT
Part A : Company Accounts (50 Marks)
1. Accounting standards - relevance and significance; national and
international accounting standards.
2. Accounting for share capital transactions - issue of shares at par, at
premium and at discount; forfeiture and re-issue of shares; buy-back of
shares; redemption of preference shares; rights issue.
3. Issue of debentures -accounting treatment and procedures;
redemption of debentures; conversion of debentures into shares.
4. Underwriting of issues ; acquisition of business ; profits prior to
incorporation ; treatment of preliminary expenses.
5. Preparation and presentation of final accounts of joint stock
companies as per company law requirements; bonus shares.
6. Holding and subsidiary companies - accounting treatment and
disclosures; consolidation of accounts.
7. Valuation of shares and intangible assets.
Part B : Cost And Management Accounting (50 Marks)
8. Cost accounting – objectives of costing system; cost concepts and
cost classification; management accounting – nature and scope; role
of management accountant, tools and techniques of management
accounting; distinction between financial accounting, cost accounting
and management accounting.
9. Elements of cost :
(i) Material cost
(ii) Labour cost
10. Methods of costing - unit costing, contract costing.
11. Budgetary control – preparation of various types of budgets,
advantages and limitations; budgetary control reports to management.
12. Marginal costing - application of marginal costing; cost-volumeprofit
relationship; break-even analysis, preparation of break-even
charts; profit – volume graph; practical application of profit volume
13. Analysis and interpretation of financial statements -nature,
objectives; latest trends in presenting financial data; importance and
limitations; accounting ratios - classification, advantages and limitations.
14. Cash flow statements – classification of cash flows, preparation
PAPER 3 : TAX LAWS
Part – A (60 Marks)
The Income-tax Act
1 Definitions, concept of income, previous year, assessment year,
2. Distinction between capital and revenue receipts and expenditure.
3. Basis of charge and scope of total income (Incomes deemed to
accrue or arise in India and deemed to be received in India).
4. Incomes which do not form part of total income.
5. Computation of total income under various heads, such as salaries,
income from house property, profit and gains of business
or profession, capital gains, income from other sources.
6. Income of other persons included in assessee’s total income;
aggregation of income and set off or carry forward of losses;
various deductions to be made in computing total income, rebates
and reliefs; applicable rates of taxes and tax liability.
7. Taxation of every person excluding companies, viz., individuals
including non-residents, Hindu Undivided Family, firms,
association of persons, cooperative societies, trusts and charitable
and religious institutions, etc.
8. Provisions concerning procedure for filing returns, signatures, e-
filing, assessment and reassessment.
9. Tax deducted at source, collection, recovery and refund of tax;
provisions of advance tax.
10. Charge of banking cash transaction tax, taxable banking
transaction, value of taxable banking transaction, collection,
recovery, return, assessment, rectification, interest on delayed
payments, penalty, appeal, power to make rules.
11. Charge of fringe benefit tax, fringe benefits and deemed fringe
benefits, valuation, payment and return of fringe benefits,
assessment, issue of notice, advance tax in respect of fringe
12. Wealth Tax
Charge of wealth tax; assets; deemed assets and assets exempt
from tax; valuation of assets; computation of net wealth, return of
wealth and provisions concerning assessment.
Part B (20 Marks)
13. Background, Statutory provisions, taxable services, valuation,
administrative mechanism and procedural aspects, rate and
computation of tax.
14. Assessment, levy, collection and payment of service tax,
exemptions, CENVAT credit for service tax, returns, appeals,
revisions, advance rulings, role of Practising Company
Part C (20 Marks)
Value Added Tax
15. Legislative background, concept of VAT - white paper on VAT,
Report of Empowered Committee of State Finance Ministers,
constitutional provisions, relationship of VAT with inter-state
commerce and works contract tax, liability under VAT; withdrawal
of Central Sales Tax; Goods and Service Tax; .
16. Computation, procedural aspects including registration, filling of
returns, rates of tax, assessment, credit and set-off, returns,
refunds, audit, appeals, revision and appearances.
17. Appointment, jurisdiction and powers of authorities, certifications
18. Concept of VAT on services, VAT in other countries, scope for
Paperwise syllabus in MODULE II
PAPER 4 : COMPANY LAW
Nature and form of business enterprise ; types of business enterprises;
company – definition and nature.
Historical development of corporate concepts ; emergence of principles
of limited liability and development of Company Law in England and
India.Concept of corporate personality; corporate veil and its lifting.
Working and administration of Company Law.
2. Incorporation and its Consequences
Types of companies and their incorporation; memorandum and articles
of association and their alteration; registered office; publication of name;
commencement of business; contracts; deeds; common seal; effect
of incorporation. Re-registration and registration of unregistered joint-stock companies.The doctrine of ultra-vires, constructive notice and indoor management.Promoters - meaning and importance; position, duties and liabilities.
3. Financial Structure
Concept of capital and financing of companies, sources of capital;
classes and types of shares; equity with differential rights; issue of
shares at par, premium and discount; forfeiture and surrender of shares;
bonus issues; rights issues; issue of sweat equity shares; employees
stock option scheme; private placement.
Alteration of share capital; reduction of capital; buy-back of shares.
Debt capital - debentures, debenture stock, bonds; new developments
in corporate debt financing; debenture trust deed and trustees;
conversion of and redemption of debentures.
Securing of debts – creation, modification and satisfaction of charges.
Prospectus – definition; abridged prospectus; red-herring prospectus;
shelf prospectus; information memorandum; contents, registration,
misrepresentations and penalties.
Allotment and certificates - contracts to subscribe for shares,
debentures and other securities; calls; share certificates and share
4. Membership, Depositories and Transfer/Transmission
Membership - modes of acquiring membership; rights and privileges
of members, register of members; dematerialisation and
rematerialisation of securities; transfer and transmission of securities
in physical and depository modes; nomination.
5. Management and Control of Companies
Directors – appointment/re-appointment, qualifications,
disqualifications, remuneration, vacation of office, retirement,
resignation and removal; loans to directors; powers and duties; office
or place of profit; role of directors; contracts in which directors are
Managing and whole-time directors and manager.
Company secretary – appointment, role and responsibilities; company
secretary as a principal officer.
Meetings of directors and committees - frequency, convening, and
proceedings of Board /Committee meetings; tele and videoconferencing
of Board/Committee(s); resolution by circulation; minutes
General meetings - kinds of meetings; law, practice and procedure
relating to convening and proceedings at general and other meetings
– notice, quorum, proxy, voting including voting through electronic
means, resolutions, circulation of members’ resolution, etc.; postal
ballot; recording, signing and inspection of minutes; role of chairman.
Distribution of powers of a company - division of powers between Board
and general meetings; acts by directors in excess of authority;
monitoring and management.
Sole Selling and Buying Agents - Meaning, appointment and
reappointment, removal; powers of Central Government and rules
framed for the purpose.
Profit and ascertainment of divisible profits; declaration and payment of
dividend; treatment of unpaid and unclaimed dividend; transfer of unpaid
and unclaimed dividend to Investor Education and Protection Fund.
7. Investments, Loans and Deposits
Law relating to making investments in and granting loans to other bodies
corporate and giving guarantees and providing security.
Invitation, acceptance, renewal, repayment, default and remedies.
8. Accounts and Audit
Books of account; financial statements; audit and auditor’s report;
powers of the Central Government to direct special audit; cost audit.
Auditors - appointment, resignation and removal; qualification and
disqualification; rights, duties and liabilities.
9. Board’s Report and Disclosures– preparation; disclosures;
directors’ responsibility statement.
Compliance certificate – need and purpose; issue and signing by
practising company secretary; disclosure and filing.
10. Registers and Returns – maintenance, authentication,
presentation and inspection of statutory books/registers prescribed
under various provisions of the company law and filing of various forms/
returns to Registrar of Companies; procedure and penalties for delayed
Annual Return -Nature and significance ; contents ; filling – preparation
and disclosures; signing, certification and filing; maintenance, place
of keeping and its inspection.
11. Inspection and Investigation
Inspection of documents, books of account, registers etc; powers of
the inspector, seizure of books and documents, inspector’s report;
power of the Registrar of Companies, investigation into affairs of the
12. Majority Rule and Minority Rights
Law relating to majority powers and minority rights.
Shareholder remedies - actions by shareholders; statutory remedies;
personal actions; prevention of oppression and mis-management.
13. Compromises and Arrangements – an overview.
14. Societies, Co-operative Societies, Trusts, Producer Companies
and Limited Liability Partnerships
Concept, formation, membership, functioning and dissolution.
15. Application of Company Law to Different Sectors such as
Banking, Insurance, etc.
16. Offences and Penalties – an overview.
17. Striking off Name of Companies.
18. Winding up of Companies
Concept and modes.
19. An Introduction to E-governance
PAPER 5 : ECONOMIC AND LABOUR LAWS
Part A : Economic Laws (60 Marks)
1. Industries Development and Regulation
Objects and definitions - an overview of current Industrial Policy;
regulatory mechanism under IDRA. The Micro, Small and Medium
Enterprises Development Act, 2006.
2. Foreign Trade Policy and Procedures
Main features; served from India scheme; export promotion council;
vishesh krishi and gram udyog yojana; focus market scheme; duty
exemption and remission schemes; advance authorisation scheme and
DFRC, DEPB, EPCG, etc; EOUs, EHTPs, STPs, BPTs and SEZs.
3. Trade, Competition and Consumer Protection
Concept of competition, development of competition law, overview of
MRTP Act; Competition Act, 2002 - anti competitive agreements, abuse
of dominant position, combination, regulation of combinations,
Competition Commission of India; Appearance before Commission,
compliance of Competition Law.
Consumer protection in India, genesis of the law; objects; rights of
consumers; nature and scope of remedies; appearance before
Consumer Dispute Redressal Forums.
4. Essential Commodities and Standards of Weights and Measures
Objects; powers of Central Government, seizure and confiscation of
essential commodities; summary trial; Standards of Weights and
Measures Act, 1976.
5. Management of Foreign Exchange Transactions
Objectives and definitions under FEMA. Current account transactions,
Capital account transactions, foreign direct investment in India and
abroad, acquisition and transfer of immovable property; Establishment
in India of branch, office etc; Export of goods and services; Realisation
and repatriation of foreign exchange, authorised person, penalties and
Foreign contributions and hospitality; Exemptions, powers of Central
Government, adjudication and appeal; offences and penalties.
6. Pollution Control and Environmental Protection
Concept of sustainable development, Government policy regarding
environment, law relating to Prevention and Control of Air Pollution
and Water pollution, Environment (Protection) Law; Appearance before
7. Management of Intellectual Property Rights
Concept and development of intellectual property law in India. Law
and procedure relating to patents, trade marks and copyrights; Overview
of laws relating to other related intellectual property rights.
Intellectual Property Appellate Board.
8. Prevention of Money Laundering
Genesis, concept and definitions, various transactions, etc. obligations
of banks and financial institutions, RBI Guidelines on KYC.
Part - B : Labour Laws (40 Marks)
9. Minimum Wages Act, 1948
Object and scope; Minimum Wages Act, Advisory Board, Central
Advisory Board; Authority and claims, compliances, offences and
10. Payment of Bonus Act, 1965
Object, application and major provisions; Exemption; compliances,
offences and penalties.
11. Payment of Gratuity Act, 1972
Application and major provisions ; Controlling Authority and the
Appellate Authority, obligations and rights of employers and employees
12. Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952 Application and major provisions; Exemption and compliances.
13. Employees’ State Insurance Act, 1948
Application and major provisions; Employees’ State Insurance,
Employees’ State Insurance Corporation, Employees’ Insurance Court;
Exemptions and compliances.
14. Workmen’s Compensation Act, 1923
Object, scope and major provisions including proceedings before the
Commissioner, appeals, compliances, penalties, special provisions.
15. Contract Labour (Regulation and Abolition) Act, 1970
Application, scope and major provisions including Advisory boards,
registration of establishments, appointment of licensing officer; Welfare
and health; compliances; penalties and procedure and inspectors.
16. Industrial Disputes Act, 1947
Concept, objective, and significance, Authorities; procedure and
powers; unfair labour practices, penalties.
17. Industrial Employment (Standing Orders) Act, 1946
Object, scope and major provisions of the Act and compliances.
18. Factories Act, 1948
Object, scope and major provisions; Authorities, compliances and
PAPER 6 : SECURITIES LAWS AND COMPLIANCES
Part A : Securities Laws (60 Marks)
1. An Overview of Legal and Regulatory Framework
Capital market regulatory framework – Securities Contracts (Regulation)
Act, 1956; SEBI Act, 1992; Depositories Act, 1996; authorities
governing capital markets; objective, power and functions of SEBI;
Securities Appellate Tribunal, appearance before SAT.
Profile of securities market; securities market reforms and regulatory
measures to promote investor confidence; growth of money market in
India – structure and institutional mechanism.
2. Capital Market Instruments and Rating
Capital market instruments - equity, debentures, preference shares,
sweat equity, non-voting shares ; new instruments of capital market pure,
hybrid and derivatives; money market instruments - treasury bills,
commercial bills, commercial paper, participatory notes; rating and
grading of instruments; concept, scope and significance; regulatory
framework; rating agencies in India, rating methodologies.
3. Capital Market Intermediaries
Primary market and secondary market intermediaries - role and
functions, merchant bankers, stock brokers, registrars to an issue,
underwriters, bankers to issue, portfolio managers, debenture- trustees,
foreign Institutional investors etc., self regulatory organisations,
guidelines on anti money laundering; surveillance; holding of enquiry.
4. Secondary Market Institutions
Functions and significance of stock exchanges; regulatory framework;
operations and trading mechanism of stock exchanges; Settlement of
securities, surveillance mechanism at stock exchanges, straight through
processing, demutualisation of stock exchanges.
5. Mutual Funds
Introduction, definitions, types, risks involved, setting up of mutual fund;
concept of Trustee and Asset Management Company; regulatory
6. Venture Capital
Concept of venture capital, regulatory framework, registration,
investment conditions and restrictions, foreign venture capital investors,
private capital funds.
7. Collective Investment Schemes
Regulatory framework governing collective investment schemes,
restrictions on business activities, submission of information and
documents, trustees and their obligations.
8. Buy-Back of Securities
Objectives of buy-back; available sources for buy-back of securities;
conditions to be fulfilled and obligations for buy-back of securities of
both listed and unlisted companies; pricing for buy back; modes of
9. Depository System
Overview of depository system in India; Depositories
Act; definitions, setting up of depository; role and functions of
depository; depository participants; inspection and penalties; internal
audit and concurrent audit of depository participants.
Part B : Issue Management And Compliances (40 Marks)
10. Issue of Capital
Listing of securities; SEBI Guidelines for Disclosure and Investor
Protection (DIP), procedure for issue of various types of shares and
debentures, employee stock option scheme; and employee stock
purchase scheme, delising of securities.
11. Resource Mobilisation in International Capital Market
Listing of securities issued outside India - Foreign Currency Convertible
Bonds, Global Depository Receipts, American Depository Receipts;
External Commercial Borrowings, procedure for issue of various
12. Indian Depository Receipts
Indian Depository Receipts, procedure for making an issue of IDRs;
conditions for issue of IDRs; listing of IDRs.