CS-EP: Syllabus and Books


CS-EP: Syllabus and Books

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CS-Executive Programme FOR Syllabus and Books

 CS - Executive Programme : Syllabus and Books

Module I ­ General and Commercial Laws
 
CS_EP :: Executive Programme
Paper 1 : General and Commercial Laws
[One paper: Three Hours – 100 marks]

Level of Knowledge :
 
Working knowledge.

Objective . . .
 
To provide to the students basic understanding of some of the general and commercial laws which
have a bearing on the conduct of the corporate affairs.

Contents . . .
 
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 delegated legislation.
 
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 non­stamping and understamping;
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 non­registration; description of property;
miscellaneous provisions.
 
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
 
Elementary knowledge of the 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 and revision.
 
9. Criminal Procedure Code
 
Offences; mens rea, cognizable and non­cognizable offences, bail, continuing
offences, searches, limitation for taking cognizance of certain offences.
 
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.
 
 
Module I ­ Company Accounts, Cost and Management Accounting
CS_EP :: Executive Programme
Paper 2 : Company Accounts, Cost and Management Accounting
[One paper: Three Hours – 100 marks]
 
Level of Knowledge :
 
Working knowledge.
 
Objective . . .
(i) To provide working knowledge of accounting principles and procedures for
companies in accordance with the statutory requirements.(ii) To acquaint the students with cost and management accounting techniques
and practices.
 
Contents . . .
 
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 re­issue of shares; buy­back 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 – purchase procedures, store keeping and inventory control,
fixing of minimum, maximum and re­order levels, ABC analysis, pricing of
receipts and issue of material and accounting thereof; accounting and
control of wastage, spoilage and defectives.
 
(ii) Labour cost – classification of labour costs, payroll procedures, monetary
and non–monetary incentive schemes; labour turnover and remedial
measures; treatment of idle time and overtime.
 
(iii) Direct expenses – nature, collection and classification of direct expenses
and its treatment.
 
(iv) Overheads – nature, classification, collection, allocation, apportionment,
absorption and control of overheads.
 
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 ratio.
 
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 and usefulness.
 
Module I ­ Tax Laws
 
CS_EP :: Executive Programme
Paper 3 : Tax Laws
[One paper: Three Hours – 100 marks]
Level of Knowledge :
 
Working knowledge.
 
Objective . . .
 
(i) To impart knowledge of the basic principles underlying the substantive
provisions of income­tax, wealth tax, service tax and value added tax laws to
the students.
 
(ii) To equip students with application of principles and provisions of above tax
laws in computation of income and taxation of a 'person' excluding companies
under various heads of income and their assessment procedures.
 
Contents . . .
Part A : The Income – Tax Act (60 Marks)
 
1. Definitions, concept of income, previous year, assessment year, residential
status.
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, efiling,
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 benefits.
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 : Service Tax (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 Secretaries.

Part C : Value Added Tax (20 Marks)
 
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 set­off, returns, refunds, audit, appeals,
revision and appearances.
17. Appointment, jurisdiction and powers of authorities, certifications for
professionals.
18. Concept of VAT on services, VAT in other countries, scope for Company
Secretaries.
 
Module II ­ Company Law
 
CS_EP :: Executive Programme
Paper 4 : Company Law
[One paper: Three Hours – 100 marks]
 
Level of Knowledge :
 
Working knowledge.
 
Objective . . .
 
To develop an understanding of the regulation of companies and to provide thorough knowledge of
the various provisions of the Company Law in India as well as Schedules and Rules made
thereunder including their interpretation through case laws, departmental circulars, clarifications,
notifications, etc.
 
Contents . . .
 
1. Introduction
 
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 ultra­vires, 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; red­herring 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 warrants.
 
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 interested.
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 and evidence
 
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 member's 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 andmanagement.
Sole Selling and Buying Agents – Meaning, appointment and reappointment,
removal; powers of Central Government and rules framed for the purpose.
 
6. Dividend
 
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; director's 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 filing, etc.
 
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 company.
 
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 mis­management.
 
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.
 
Concept.
 
18. Winding up of Companies
 
Concept and modes
 
19. An Introduction to E‐governance
 
Module II ­ Economic and Labour Laws
 
CS_EP :: Executive Programme
Paper 5 : Economic and Labour Laws
[One paper: Three Hours – 100 marks]
 
Level of Knowledge :
 
Working knowledge.
 
Objective . . .
 
To provide an understanding of &masdh;
(i) certain economic laws; and
(ii) important labour laws which have direct relevance to the functioning of companies.
 
Contents . . .
 
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 foreignexchange, authorised person, penalties and enforcement.
 
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 Environment
Tribunal/Authority.

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 penalties.
 
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 and
compliances.

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. Factories Act, 1948
 
Object, scope and major provisions; Authorities, compliances and penalties.
 
Module II ­ Securities Laws and Compliances
 
CS_EP :: Executive Programme
Paper 6 : Securities Laws and Compliances
[One paper: Three Hours – 100 marks]
 
Level of Knowledge :
 
Expert knowledge

Objective . . .
 
To provide expert knowledge and understanding of securities laws and the regulatory framework
concerning capital markets in India.

Contents . . .
 
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, non­voting 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 inIndia, 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 framework.

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 buy­back; available sources for buy–back of securities; conditions
to be fulfilled and obligations for buy­back of securities of both listed and
unlisted companies; pricing for buy back; modes of buy–back.

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 instruments.
 
12. Indian Depository Receipts
 
Indian Depository Receipts, procedure for making an issue of IDRs; conditions
for issue of IDRs; listing of IDRs.
 
 
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