CS-EP: Syllabus and Books

 

 

Working knowledge.

 

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.

 

 

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.

 

 

Need for interpretation of a statute; general principles of interpretation —

internal and external aids to interpretation; primary and other rules.

 

 

 

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.

 

 

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.

 

 

Registrable documents ­ compulsory and optional; time and place of

registration; consequences of non­registration; description of property;

miscellaneous provisions.

 

 

Important terms under Information technology legislation; digital signatures;

electronic records; certifying authority; digital signature certificate; Cyber

Regulation Appellate Tribunal; offences and penalties.

 

 

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.

 

 

Offences; mens rea, cognizable and non­cognizable offences, bail, continuing

offences, searches, limitation for taking cognizance of certain offences.

 

 

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.

 

 

 

 

Working knowledge.

 

(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.

 

 

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.

 

 

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.

 

(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.

 

 

 

Working knowledge.

 

 

(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.

 

 

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.

 

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.

 

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.

 

 

 

 

Working knowledge.

 

 

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.

 

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

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.

 

 

preparation; disclosures; director's responsibility statement.

Compliance certificate – need and purpose; issue and signing by practising

company secretary; disclosure and filing.

 

 

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.

 

 

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.

 

 

Law relating to majority powers and minority rights.

Shareholder remedies – actions by shareholders; statutory remedies; personal

actions; prevention of oppression and mis­management.

 

 

an overview.

 

 

Concept, formation, membership, functioning and dissolution.

 

an overview.

 

 

Concept.

 

 

Concept and modes

 

 

 

 

 

Working knowledge.

 

 

To provide an understanding of &masdh;

(i) certain economic laws; and

(ii) important labour laws which have direct relevance to the functioning of companies.

 

 

 

Objects and definitions – an overview of current Industrial Policy; regulatory

mechanism under IDRA. The Micro, Small and Medium Enterprises

Development Act, 2006.

 

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.

 

 

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.

 

Objects; powers of Central Government, seizure and confiscation of essential

commodities; summary trial; Standards of Weights and Measures Act, 1976.

 

 

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.

 

 

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.

 

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

 

 

Genesis, concept and definitions, various transactions, etc. obligations of banks

and financial institutions, RBI Guidelines on KYC.

 

 

 

Object and scope; Minimum Wages Act, Advisory Board, Central Advisory

Board; Authority and claims, compliances, offences and penalties.

 

 

Object, application and major provisions; Exemption; compliances, offences

and penalties.

 

 

Application and major provisions ; Controlling Authority and the Appellate

Authority, obligations and rights of employers and employees and

compliances.

 

Application and major provisions; Exemption and compliances.

 

 

Application and major provisions; Employees' State Insurance, Employees'

State Insurance Corporation, Employees' Insurance Court; Exemptions and

compliances.

 

 

Object, scope and major provisions including proceedings before the

Commissioner, appeals, compliances, penalties, special provisions.

 

 

Application, scope and major provisions including Advisory boards, registration

of establishments, appointment of licensing officer; Welfare and health;

compliances; penalties and procedure and inspectors.

 

Concept, objective, and significance, Authorities; procedure and powers;

unfair labour practices, penalties.

 

Object, scope and major provisions; Authorities, compliances and penalties.

 

 

 

 

Expert knowledge

 

To provide expert knowledge and understanding of securities laws and the regulatory framework

concerning capital markets in India.

 

 

 

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.

 

 

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.

 

 

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.

 

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.

 

 

Introduction, definitions, types, risks involved, setting up of mutual fund;

concept of Trustee and Asset Management Company; regulatory framework.

 

Concept of venture capital, regulatory framework, registration, investment

conditions and restrictions, foreign venture capital investors, private capital

funds.

 

 

Regulatory framework governing collective investment schemes, restrictions on

business activities, submission of information and documents, trustees and

their obligations.

 

 

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.

 

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.

 

 

 

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.

 

 

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.

 

 

Indian Depository Receipts, procedure for making an issue of IDRs; conditions

for issue of IDRs; listing of IDRs.

 

 

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