The Company Secretary Course is offered by the Institute of Company Secretaries of India. It is basically a distance learning course, although very popular among the commerce students. It is a professional course which is not only a reputed one but is very lucrative in terms of salary.
Students who are interested to pursue this course have to undergo different stages of examinations along with some practical training sessions.
- The different stages of examination includes the following-
- Company Secretary Courses and Specialization
- Professional Program (New Syllabus – 1st September 2018 )
- Duration of CS Professional Exam
- CS Professional Syllabus and Exam Pattern
- Study Plan for CS Professional Exam 2021
- CS Professional Exam Syllabus
- 1. Governance, Risk Management, Compliances and Ethics
- 2. Advanced Tax Laws
- 3. Drafting, Pleadings, and Appearances
- 4. Secretarial Audit, Compliance Management, and Due Diligence
- 5. Corporate Restructuring, Insolvency, Liquidation & Winding-up
- 6. Resolution of Corporate Disputes, Non-Compliances & Remedies
- 7. Corporate Funding & Listings in Stock Exchanges
- 8. Multidisciplinary Case Studies
- 9. Elective Papers
The different stages of examination includes the following-
- Foundation Programme
- Executive Programme
- Professional Programme
- Management Training
As all of us understand that nowadays, there’s a great emphasis on adherence to norms of efficient corporate governance, hence the demand of Company Secretaries has also risen especially after enactment of Company Act 2013. The role of Company Secretary revolves around the following domains-
- Structure of the company
- Management of the company
- Administration of the company
- Provisions related to conduct of affairs of company
Company Secretary Courses and Specialization
The course of Company Secretary is a professional course. The three stages of the course , Foundation, Executive and Professional have different subjects. In this article , we will discuss the Professional Stage of CS Course.
Professional Stage is the final stage of the CS Course. There are 9 papers divided into 3 Modules in CS Professional Programme.
Professional Program (New Syllabus – 1st September 2018 )
| MODULE 1 | MODULE 2 | MODULE 3 | Electives 1 out of below 5 subjects (THE EXAMINATION FOR THIS PAPER WILL BE OPEN BOOK EXAMINATION) | |
| 1. Governance, Risk Management, Compliances And Ethics | 4. Secretarial Audit | 7. Corporate Funding & Listings In Stock Exchanges | 9.1. Banking Law And Practice 9.2. Insurance Law And Practice 9.3. Intellectual Property Rights– Laws And Practices 9.4. Forensic Audit | |
| 2. Advanced Tax Laws | 5. Corporate Restructuring | 8. Multidisciplinary Case Studies | 9.5. Direct Tax Law & Practice 9.6 Labour Laws & Practice | |
| 3. Drafting, Pleadings And Appearances | 6. Resolution Of Corporate Disputes | 9.7 Valuations & Business Modelling 9.8 Insolvency – Law And Practice |
In the final module of the programme, candidates can choose one specialisation – Banking Law and Practice, Capital, Commodity and Money Market, Insurance Law and Practice, Intellectual Property Rights – Law and Practice, International Business-Laws and Practices. Papers 8 and 9 out of all 9 papers will be open book papers.
Duration of CS Professional Exam
CS Professional Exams are usually held two times in a year i.e. in the months of June & December.
CS Professional Syllabus and Exam Pattern
Before planning to start the preparation, the students must know about the exam details, patterns and syllabus of CS Professional.
| Medium of Exam | English and Hindi |
| Mode of Exam | Pen and paper-based |
| Type of Questions | Descriptive answer questions(Paper 8 and 9 under CS Professional new syllabus 2021 are open book exams) |
| Number of Questions | 50 per paper |
| Number of CS Professional Subjects/ Papers | 9 |
| Duration of Exam | 3 hours |
| Marking Scheme | 2 marks for each correct answerNo negative marking |
Study Plan for CS Professional Exam 2021
1. Ensure complete understanding of the CS Study Material
The Institute of Company Secretaries of India (ICSI) provides study material for the candidates preparing for the CS Professional exam. Go through those study materials along with some reference books as recommended by experts. Conceptual understanding and correlations among various topics are the best strategies you can adopt while preparing for theoretical topics because everything is correlated. Don’t focus on memorizing, but understanding and analysing the topic.
2. Practice of making notes
While studying the chapters make short and handy notes of the topics. This will not only help in noting down the important points but also help in remembering the topics for the future. Keep a small notebook handy while studying a new chapter. Focus on writing for theoretical subjects. It will not only improve the writing speed but also help remember the topics easily. Practice as much as you can before the exams, do the writing instead of just learning formulas.
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3. Start with a proper Time Table
Prepare a timetable or study routine so that all the CS Syllabus is covered within a given time period. It is necessary to dedicate most of the time to CS Professional exam preparation. The aim should be to complete one chapter at a time. After doing that, refer to the practice manual, scanner, and gauge if the coverage is maximum.
Time tables can be made on a weekly or monthly basis with breakups in between.
4. Setting targets
Set targets for a day that is achievable. Do not set such targets which are impossible to achieve. It will only lead to exam burden and not help in any way. Aspirants must try to finish the entire syllabus at least three months before the main exam. One and a half months should be dedicated for revision. During the revision phase-only go through the previous chapters which are completed, and focus on improving the weaknesses.
5. Analyzing the actual performance very week
Analyze every week’s target and check if there are any backlogs. Monitor the effort put in and revise the schedule accordingly.
6. Never Do following-
- Never go with selective topics, go through each and every concepts and chapter thoroughly.
- Never refer to old study material. Before every attempt, you can find all the supplements, practice paper, ICSI Study Material, amendment of all sorts in every subject
- Try to finish your revision beforehand, do not leave anything undone or partly done. Time management is the key.
CS Professional Exam Syllabus
1. Governance, Risk Management, Compliances and Ethics
| Part I: Governance |
| Parameters of Better Governed Companies |
| Monitoring of group entities and subsidiaries |
| Board Effectiveness |
| Conceptual Framework of Corporate Governance |
| Board Committees |
| Corporate Governance and other Stakeholders |
| Corporate Governance Forums |
| Board Processes through Secretarial Standards |
| Family Enterprise and Corporate Governance |
| Vigil Mechanism/Whistleblower |
| Corporate Policies & Disclosures |
| Dealing with Investor Associations, Proxy Services Firms, and Institutional Investors |
| Performance Evaluation of Board and Management |
| Accounting and Audit related issues |
| Related Party Transactions |
| Directors’ Training, Development, and familiarization |
| Governance and Compliance Risk |
| Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement |
| Corporate Governance and Shareholders’ Rights |
| Legislative Framework of Corporate Governance in India |
| Part II: Risk Management |
| Risk Identification, Mitigation, and Audit |
| Part III: Compliance |
| Internal Control |
| Reporting |
| Compliance Management |
| Website Management |
| Part IV: Ethics & Sustainability |
| Sustainability |
| Ethics & Business |
| Indian and contemporary Laws relating to Anti-bribery |
| Models / Approaches to measure Business Sustainability |
2. Advanced Tax Laws
| Indirect Taxes: Part I: GST and Customs Laws |
| Supply |
| An Overview on Goods and Services Tax ‘GST’ |
| Procedural Compliance under GST |
| Integrated Goods and Service Tax (IGST) |
| Inspection, search, seizure, offenses & penalties |
| Industry/ Sector Specific Analysis |
| GST Compensation to States |
| Union Territory Goods and Service Tax (UTGST) |
| Input Tax Credit & Computation of GST Liability |
| Compliance rating, anti-profiteering, GST practitioners, authorized representative, professional opportunities |
| Demand and Recovery, Advance Ruling, Appeals and Revision |
| Customs Law |
| Advance Ruling, Settlement Commission, Appellate Procedure, Offenses, and Penalties: Advance Ruling; Appeal and Revision; Offenses and Penalties; Prosecution; Settlement of Cases |
| Foreign Trade Policy (FTP) to the extent relevant to Indirect tax |
| 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 |
| Direct Tax & International Taxation |
| Tax Treaties |
| Income Tax Implication on specified transactions |
| General Anti Avoidance Rules ‘GAAR’ |
| Corporate Tax Planning & Tax Management |
| Basics of International Taxation |
| Taxation of Companies, LLP and Non-resident |
3. Drafting, Pleadings, and Appearances
| Appearances & Art of Advocacy |
| Drafting and Conveyancing Relating to Various Deeds and Agreements |
| General Principles of Drafting and relevant Substantive Rules |
| Judicial & Administrative framework |
| Pleadings |
| Drafting of agreements, documents, and deeds |
| Art of Writing Opinions |
| Secretarial Practices & Drafting |
4. Secretarial Audit, Compliance Management, and Due Diligence
| Part I: Compliance Management |
| KYC |
| Compliances |
| Signing and Certification |
| Compliance Framework |
| Segment-wise Role of Company Secretaries |
| Search and Status Report |
| Documentation & maintenance of record |
| Part II: Secretarial Audit & Due Diligence |
| Audits |
| Audit Engagement |
| Internal Audit & Performance Audit |
| Secretarial Audit – Fraud detection & Reporting |
| Values Ethics and Professional Conduct |
| Due Diligence |
| Secretarial Audit |
| Audit Process and Documentation |
| Concepts and Principles of Other Audits |
| Forming an Opinion & Reporting |
| Quality Review |
| Audit Principles and Techniques |
5. Corporate Restructuring, Insolvency, Liquidation & Winding-up
| Part I: Corporate Restructuring |
| Accounting in Corporate Restructuring—Concept and Accounting Treatment |
| Planning & Strategy |
| Regulatory approvals of scheme |
| Acquisition of Company/ Business |
| Process of M&A transactions |
| Taxation & Stamp Duty aspects of Corporate Restructuring |
| Types of Corporate Restructuring |
| Fast Track Mergers: Small companies, Holding, and wholly-owned companies |
| Cross Border Mergers |
| Valuation of Business and Assets for Corporate Restructuring |
| Appearance before NCLT / NCLAT |
| Competition Act |
| Documentation–Merger & Amalgamation |
| Part II: Insolvency & Liquidation |
| Insolvency |
| Role, Functions, and Duties of IP/ IRP/ RP |
| Convening and Conduct of Meetings of Committee of Creditors |
| Fresh Start Process |
| Debt Recovery & SARFAESI |
| Voluntary Liquidation |
| Individual/ Firm Insolvency |
| Petition for Corporate Insolvency Resolution Process |
| Liquidation on or after failing of RP |
| Winding-up by Tribunal under the Companies Act, 2013 |
| Preparation & Approval of Resolution Plan |
| Cross Border Insolvency |
| Resolution Strategies |
6. Resolution of Corporate Disputes, Non-Compliances & Remedies
| Fines, Penalties and Punishments under various laws |
| Defaults, Adjudication, prosecutions, and penalties under the Companies Act, Securities Laws, FEMA, COFEPOSA, Money Laundering, Competition Act, Labour Laws & Tax Laws |
| Fraud under Companies Act and IPC |
| Corporate Disputes |
| Shareholders’ Democracy & Rights |
| Crisis management, Professional Liability, D&O Policy & other Risk and liability mitigation approaches |
| Relief and Remedies |
| Civil and Criminal Trial Procedure and Process |
| Regulatory Action |
| Misrepresentation & Malpractices |
7. Corporate Funding & Listings in Stock Exchanges
| Part-A: Corporate Funding |
| Indian equity- Non-Fund based |
| Indian Equity- Private funding |
| Indian Equity- Public Funding |
| Foreign Funding – Instruments & Institutions |
| Debt Funding – Indian Fund Based |
| Debt Funding – Indian Non-fund Based |
| Securitization |
| Other Borrowings Tools |
| Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs) etc |
| Part B: Listing |
| Various Procedural requirements for the issue of securities and Listing |
| International Listing |
| Documentation & Compliances |
| Preparing a Company for an IPO and Governance requirements thereafter, Appraising the Board and other functions in the organizations regarding the Post IPO/Listing Governance changes |
| Listing–Indian Stock Exchanges |
8. Multidisciplinary Case Studies
| Competition Law |
| Interpretation of Law |
| FEMA and other Economic and Business Legislations |
| Corporate Laws including Company Law |
| Business Strategy and Management |
| Governance Issues |
| Securities Laws |
| Insolvency Law |
9. Elective Papers
| Banking – Law & Practice |
| Case Laws on Responsibility of Collecting Bank |
| Payment and Collection of Exchequers and Other Negotiable Instruments |
| Documentation |
| Final Accounts of Banking Companies |
| Regulatory Framework of Banks |
| Consumer Protection |
| Control over Organization of Banks |
| Various Government Schemes |
| Overview of Indian Banking System |
| Foreign Exchange Arithmetic |
| Case Laws on Responsibility of Paying Bank |
| Regulation of Banking Business |
| Calculation of Interest and Annuities |
| IT in Banking |
| Non Performing Assets |
| Banking operations |
| Calculation of YTM |
| Securities for Banker’s Loans |
| Loans and Advances |
| Risk Management in Banks and Basel Accords |
| Insurance – Law & Practice |
| Liability Insurance |
| Applications of Life Insurance |
| Concept of Insurance |
| Aviation Insurance |
| Life Insurance – Finance |
| Life Insurance – Underwriting |
| Life Insurance – Practices |
| Regulatory Framework of Insurance Business in India |
| Fire & Consequential Loss Insurance |
| General Insurance – Practices and Procedures |
| Corporate Governance for Insurance Companies |
| Health Insurance |
| Risk Management |
| Marine Insurance |
| Motor Insurance |
| Agricultural Insurance |
| Intellectual Property Rights: Laws and Practices |
| Introduction |
| Trademarks |
| Recent Developments in Patent System |
| Indian Patent Law |
| Types of Intellectual Property- Origin and Development- An Overview |
| Protection of Trade Secrets |
| Role of International Institutions |
| Layout- Designs of Integrated Circuits |
| Case Laws, Case Studies and Practical Aspects |
| Patents |
| Process for Examination of Patent Application |
| Industrial Designs |
| The Protection of Plant Varieties and Farmers’ Rights |
| Key Business Concerns in Commercializing Intellectual Property Rights |
| Copyrights |
| Preparation of Patent Documents |
| Geographical Indications |
| Patent Infringement |
| Patent Databases & Patent Information System |
| Forensic Audit |
| Introduction |
| Forensic Audit: Laws and Regulations |
| Case Laws, Case Studies and Practical Aspects |
| Audit and Investigations |
| Fraud and Audit |
| Forensic Audit and Indian Evidence Law |
| Cyber Forensics |
| Direct Tax Laws & Practice |
| An Overview of Income Tax Act, 1961 |
| Computation of Total Income and Tax Liability |
| Tax Planning & Tax Management |
| Computation of Income – Profits and Gains from Business and Profession |
| Recent Case Laws |
| International Taxation – An Overview |
| TDS/TCS, Returns, Refund & Recovery |
| Computation of Income under the head of Salary |
| Computation of Income from Other Sources |
| Computation of Income under the head of Capital Gains |
| Exemptions/Deduction, Clubbing provisions, Set-Off and/or Carry Forward of Losses, Rebate, and Relief |
| Computation of Income under the head of House Property |
| Labour Laws & Practice |
| Labour Codes |
| International Labour Organization |
| Law of Industrial Relations |
| Social Security Legislations |
| Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts |
| The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988 |
| Constitution and Labour Laws |
| Law of Wages |
| Law of Welfare & Working Condition |
| Valuations & Business Modeling |
| Part I: Valuations |
| Overview of Business Valuation |
| Steps to establish the Business Worth |
| Valuation of various magnitudes of Business Organizations |
| Accounting for share-based payment (Ind AS102) |
| Valuation during Mergers & Acquisitions |
| Purpose of Valuation |
| Valuation of Business during Distressed Sale |
| Valuation guidance resources in India |
| Business Valuation Methods |
| Valuation of Tangibles |
| International Valuation Standards Overview |
| Valuation of Intangibles |
| Part- II: Business Modeling |
| Introduction to Business Modeling |
| Fast Track Corporation Insolvency Resolution Process |
| Insolvency – Law, and Practice |
| Insolvency – Concepts and Evolution |
| Introduction to Insolvency and Bankruptcy Code |
| Cross Border Insolvency |
| Business Model Analysis: Facets of Analysis |
| Winding-Up by Tribunal |
| Bankruptcy Order for Individuals and Partnership firms |
| Resolution Strategies |
| Insolvency Resolution of Individual and Partnership Firms |
| Corporate Insolvency Resolution Process |
| Professional and Ethical Practices for Insolvency Practitioners |
| Voluntary Liquidation of Companies |
| Debt Recovery and Securitization |
| Insolvency Resolution of Corporate Persons |
| Bankruptcy for Individuals and Partnership Firms |
| Fresh Start Process |
| Adjudication and Appeals for Corporate Persons |
| Liquidation of Corporate Person |