As per the proposed syllabus, following subjects will be included in CS professional / final level. It is expected that the new syllabus will be implemented from 1st September 2018 and first exam under new syllabus will be conducted on June 2019.
Subjects/papers under each module are given below
Module 1
- Paper 9 – Governance, Risk Management, Compliances and Ethics
Part I : Governance (50 Marks)
Conceptual Framework of Corporate Governance – Legislative Framework of Corporate Governance in India – Board Effectiveness – . Board Processes through Secretarial Standards – Board Committees – Corporate Policies & Disclosures – Directors’ Training, Development and familiarization – Performance Evaluation of Board and Management – Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement – Related Party Transactions – Corporate Governance Forums – Family Enterprise and Corporate Governance – Case Studies & Practical Aspects
Part II : Risk Management (20 Marks)
Risk Identification, Mitigation and Audit – Case Studies & Practical Aspects
Part III : Compliance (20 Marks)
Compliance Management – Internal Control – Reporting – Website Management – Case Studies & Practical Aspects
Part IV: Ethics & Sustainability (10 Marks)
Ethics & Business – Sustainability – Models / Approaches to measure Business Sustainability – Indian and contemporary Laws relating to Anti-bribery – Case Studies & Practical Aspects
- Paper 10 – Advanced Tax Laws
Part I: Indirect Tax
GST (60 marks)
An Overview on GST – Supply – Input Tax Credit & Computation of GST Liability – Procedural Compliance under GST – Demand and Recovery, Advance Ruling, Appeals and Revision – Inspection, search, seizure, offences & penalties – Compliance rating, anti-profiteering, GST practitioners, authorised representative, professional opportunities – IGST – UTGST – GST Compensation to States – Industry / Sector Specific Analysis
Customs (10 marks)
Basic Concepts of Customs Law – Valuation & Assessment of Imported and Export Goods & Procedural Aspects – Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback, Baggage and Miscellaneous Provisions – Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties – Foreign Trade Policy (FTP) to the extent relevant to Indirect tax
Part II: Direct Tax & International Taxation (30 Marks)
Corporate Tax Planning & Tax Management – Taxation of Companies, LLP and Non-resident – GAAR – Basics of International Taxation – Tax Treaties – Income Tax Implication on specified transactions
- Paper 11 – Drafting, Pleadings and Appearances
Judicial & Administrative framework – General Principles of Drafting and relevant Substantive Rules – Secretarial Practices & Drafting – Drafting and Conveyancing relating to Various Deeds and Agreements – Drafting of agreements, documents and deeds – Pleadings – Art of Writing Opinions – Appearances & Art of Advocacy
Module 2
- Paper 12 – Secretarial Audit, Compliance Management and Due Diligence
Part I: Compliance Management (40 Marks)
Compliance Framework – Compliances – Documentation & maintenance of records – Search and Status Report – KYC – Signing and Certification – Segment-wise Role of Company Secretaries
Part II : Secretarial Audit & Due Diligence (60 Marks)
Audits – Secretarial Audit – Internal Audit & Performance Audit – Concepts and Principles of Other Audits – Audit Engagement – Audit Principles and Techniques – Audit Process and Documentation – Forming an Opinion & Reporting – Secretarial Audit – Quality Review – Values Ethics and Professional Conduct – Due Diligence
- Paper 13 – Corporate Restructuring, Insolvency, Liquidations & Winding-up
Part I: Corporate Restructuring (50 Marks)
Types of Corporate Restructuring – Acquisition of Company/ Business – Planning & Strategy – Process of M&A transactions – Documentation–Merger & Amalgamation – Valuation of Business and Assets for Corporate Restructuring – Accounting in Corporate Restructuring—Concept and Accounting Treatment – Taxation & Stamp Duty aspects of Corporate Restructuring – Competition Act – Regulatory approvals of scheme – Appearance before NCLT / NCLAT – Fast Track Mergers – Cross Border Mergers
Part II: Insolvency& Liquidation (50 Marks)
Insolvency – Petition for Corporate Insolvency Resolution Process – Role, Functions and Duties of IP/ IRP/ RP – Resolution Strategies – Convening and Conduct of Meetings of Committee of Creditors – Preparation & Approval of Resolution Plan – Individual/ Firm Insolvency – Fresh Start Process – Debt Recovery & SARFAESI – Cross Border Insolvency – Liquidation on or after failing of RP – Voluntary Liquidation – Winding-up by Tribunal under the Companies Act, 2013
- Paper 14 – Corporate Funding & Listings in Stock Exchanges
Part-A: Corporate Funding (60 Marks)
Indian Equity (Public Funding) – Indian Equity (Private funding) – Indian equity (Non Fund based) – Debt Funding (Indian Fund Based) – Debt Funding (Indian Non fund Based) – Foreign Funding (Instruments & Institutions) – Other Borrowings Tools – Non-Convertible Instruments (Non-Convertible Redeemable Preference Shares (NCRPs) etc.) – Securitization.
Part B: Listing (40 Marks)
Listing–Indian Stock Exchanges – International Listing – Various Procedural requirements for issue of securities and Listing – IPO – Documentation & Compliances
Module 3
- Paper 15 – Resolution of Corporate Disputes, Non-Compliances & Remedies
Shareholders’ Democracy & Rights – Corporate Disputes – Fraud under Companies Act and IPC – Misrepresentation & Malpractices – Regulatory Action – Defaults, Adjudication, prosecutions and penalties – Fines, Penalties and Punishments – Civil and Criminal Trial Procedure and Process – Crisis management, Professional Liability, D&O Policy
- Paper 16 – Multidisciplinary Case Studies
Corporate Laws including Company Law – Securities Laws – FEMA and other Economic and Business Legislations – Insolvency Law – Competition Law – Business Strategy and Management – Interpretation of Law – Governance Issues
- Elective Paper –
Paper 17.1.Banking – Law and Practice
Overview of Indian Banking System – Regulatory Framework of Banks – Control over Organization of Banks – Regulation of Banking Business – Banking operations – IT in Banking – Payment and Collection of Cheques and Other Negotiable Instruments – Case Laws on Responsibility of Paying Bank – Case Laws on Responsibility of Collecting Bank – Various Government Schemes – Consumer Protection – Loans and Advances – Securities for Banker’s Loans – Documentation – Calculation of Interest and Annuities – Calculation of YTM – Foreign Exchange Arithmetic – Non Performing Assets – Final Accounts of Banking Companies – Risk Management in Banks and Basel Accords
Paper 17.2. Insurance– Law and Practice
Concept of Insurance – Regulatory Framework of Insurance Business in India – Life Insurance – Practices – Life Insurance – Underwriting – Applications of Life Insurance – Life Insurance – Finance – Health Insurance – General Insurance – Practices and Procedures – Fire & Consequential Loss Insurance – Marine Insurance – Agricultural Insurance – Motor Insurance – Liability Insurance – Aviation Insurance – Risk Management – Corporate Governance for Insurance Companies
Paper 17.3. Intellectual Property Rights– Laws and Practices
Introduction – Types of Intellectual Property- Origin and Development- An Overview – Role of International Institutions – Patents – Indian Patent Law – 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 – Layout – Designs of Integrated Circuits – The Protection of Plant Varieties and Farmers’ Rights – Protection of Trade Secrets – Key Business Concerns in Commercializing Intellectual Property Rights – Case Laws, Case Studies and Practical Aspects
Paper 17.4. Forensic Audit
Introduction – Fraud and Audit – Audit and Investigations – Forensic Audit: Laws and Regulations – Forensic Audit and Indian Evidence Law – Cyber Forensics – Case Laws, Case Studies and Practical Aspects
Paper 17.5. Direct Tax Law and Practice
An Overview of Income Tax Act, 1961 – Computation of Income under the head of Salary – Computation of Income under the head of House Property – Computation of Income – Profits and Gains from Business and Profession – Computation of Income under the head of Capital Gains – Computation of Income from Other Sources – Exemptions/Deduction, Clubbing provisions, Set Off and/or Carry Forward of Losses, Rebate and Relief – Computation of Total Income and Tax Liability – TDS/TCS, Returns, Refund & Recovery – Tax Planning & Tax Management – International Taxation – An Overview – Recent Case Laws
Paper 17.6. Labour Laws
Constitution and Labour Laws – International Labour Organization – Law of Welfare & Working Condition – Law of Industrial Relations – Law of Wages – Social Security Legislations – The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988 – Labour Codes – Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts.
Paper 17.7. Valuations & Business Modelling
Part – I : Valuation (70 Marks)
Overview of Business Valuation – Purpose of Valuation – International Valuation Standards Overview – Valuation guidance resources in India – Business Valuation Methods – Steps to establish the Business Worth – Valuation of Tangibles – Valuation of Intangibles – Accounting for share based payment – Valuation during Mergers & Acquisitions – Valuation of various magnitudes of Business Organizations – Valuation of Business during Distressed Sale
Part- II : Business Modelling (30 Marks)
Introduction to Business Modelling – Business Model Analysis: Facets of Analysis
Paper 17.8. Insolvency
Insolvency – Concepts and Evolution – Introduction to Insolvency and Bankruptcy Code – Corporate Insolvency Resolution Process – Insolvency Resolution of Corporate Persons – Resolution Strategies – Fast Track Corporation Insolvency Resolution Process – Liquidation of Corporate Person – Voluntary Liquidation of Companies – Adjudication and Appeals for Corporate Persons – Debt Recovery and Securitization – Winding-Up by Tribunal – Cross Border Insolvency – Insolvency Resolution of Individual and Partnership Firms – Bankruptcy Order for Individuals and Partnership firms – Bankruptcy for Individuals and Partnership Firms – Fresh Start Process – Professional and Ethical Practices for Insolvency Practitioners
In order to pass the professional exam, a student shall secure 40% marks in each respective paper and 50% marks in aggregate of all papers taken together.