How to Prepare for CS Professional | Complete CS Professional Syllabus

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-

  • 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 1MODULE 2MODULE 3Electives 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 Audit7. Corporate Funding & Listings In Stock Exchanges9.1. 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 Restructuring8. Multidisciplinary Case Studies
9.5. Direct Tax Law & Practice
9.6 Labour Laws & Practice
3. Drafting, Pleadings And Appearances6. Resolution Of Corporate Disputes9.7 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 ExamEnglish and Hindi
Mode of ExamPen and paper-based
Type of QuestionsDescriptive answer questions(Paper 8 and 9 under CS Professional new syllabus 2021 are open book exams)
Number of Questions50 per paper
Number of CS Professional Subjects/ Papers9
Duration of Exam3 hours
Marking Scheme2 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 analyzing 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.

Before you read more, check out these posts:

1. Problems While Preparing Numerical Subject (FM, CMA) in CS Executive
2. How to Prepare for CSEET | Pass CSEET in 1st Attempt

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
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