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CS Syllabus | CS Professional New Syllabus – Dec 2018

CS Syllabus | CS Professional New Syllabus – Dec 2018

CS Syllabus | CS Professional New Syllabus – Dec 2018: CS Professional New Syllabus 2017 is applicable from September 2018. ICSI New Syllabus 2018. The Council of the Institute of Company Secretaries of India (ICSI) has approved New Syllabus 2017. The new syllabus (Syllabus 2017) for the Professional Programmes of the Company Secretaryship Course.

The first examination of the Executive Programme under the new syllabus shall be held in December, 2018

CS Professional New Syllabus – December 2018

Applicability of New Syllabus for the Professional Programme Students

CS Syllabus | CS Professional New Syllabus The first examination of the Professional Programme under the new syllabus shall be held in June, 2019.
2. Candidates registered effective from 1st September, 2018 shall be examined under new syllabus.
3. Candidates registered prior to 1st September, 2018 will be permitted to appear in the Professional Programme Examination
under the old syllabus upto and including June 2020.

4. Candidates registered prior to 1st September, 2018 will be permitted to appear in the Professional Programme Examination
under the new syllabus if they so opt.
5. The last examination of the Professional Programme under the old syllabus shall be held in June, 2020.
6. From and including December 2020, Professional Programme Examination shall be held under the new syllabus only.

CS Professional New Syllabus Subjects

CS Syllabus | CS Professional New Syllabus If you want to know detailed syllabus for Professional Programme of ICSI Syllabus (2017), please click on the respective subjects link.

Module-1 Papers under New Syllabus:

  1. Governance, Risk Management, Compliance and Ethics [GRMCE – 100 Marks]
    • Part-I: Governance (50 Marks)
    • Part-II: Risk Management (20 Marks)
    • Part-III: Compliance (20 Marks)
    • Part-IV: Ethics & Sustainability (10 Marks)
  2. Advanced Tax Laws [ATL – 100 Marks]
    • Indirect Taxes (70 Marks)
      Part I: GST and Customs Laws
  • Goods and Service Tax ‘GST’ (60 Marks)
  • Customs Law (10 Marks)
  • Part II: Direct Tax & International Taxation (30 Marks)
  • Drafting, Appearances and Pleadings [DAP – 100 Marks]Module-2 Papers under New Syllabus:
  • Secretarial Audit, Compliance Management and Due Diligence [SACMDD – 100 Marks]
    • Part I: Compliance Management (40 Marks)
    • Part II: Secretarial Audit & Due Diligence (60 Marks)
  • Corporate Restructuring, Insolvency & Winding up [CRIW – 100 Marks]
    • Part I: Corporate Restructuring (50 Marks)
    • Part II: Insolvency & Liquidation (50 Marks)
  • Resolution of Corporate Disputes, Non-Compliances & Remedies [RCDNCR – 100 Marks]Module-3 Papers under New Syllabus
  • Corporate Funding & Listings in Stock Exchanges [CFLSE]
    • Part-A: Corporate Funding (60 Marks)
    • Part B: Listing (40 Marks)
  • Multidisciplinary Case Studies [MCS – 100 Marks]
  • Electives 1 paper out of below 8 papers
    • 9.1 Banking – Law & Practice [BLP – 100 Marks]
    • 9.2 Insurance– Law & Practice [ILP – 100 Marks]
    • 9.3 Intellectual Property Rights– Laws and Practices [IPRLP – 100 Marks]
    • 9.4 Forensic Audit [FA – 100 Marks]
    • 9.5 Direct Tax Law & Practice [DTLP – 100 Marks]
    • 9.6 Labour Laws & Practice [LLP – 100 Marks]
    • 9.7 Valuations & Business Modelling [VBM – 100 Marks]
    • 9.8 Insolvency – Law and Practice [ILP – 100 Marks]

Note: The examination for the Paper 8 (Multidisciplinary Case Studies) and Paper 9 (Elective Paper) will be open book examination.

Detailed Syllabus for CS Professional New Syllabus 2017

Professional Programme Module1 Paper 1 Governance, Risk Management, Compliances and Ethics(Max Marks 100)

Objective
Part-I : To develop skills of high order so as to provide thorough knowledge and insight into the corporate
governance framework, best governance practices.
Part–II : To develop skills of high order so as to provide thorough knowledge and insight into the spectrum
of risks faced by businesses.
Part-III : To develop the ability to devise and implement adequate and effective systems to ensure compliance
of all applicable laws.
Part-IV : To acquire knowledge of ethics in business and framework for corporate sustainability reporting.
Detailed Contents
Part I: Governance (50 Marks)
1. Conceptual Framework of Corporate Governance : Introduction, Need and Scope, Evolution of Corporate Governance,
Management vs. Ownership, Majority vs Minority, Corporate Governance codes in major jurisdictions, Sarbanes Oxley Act, US
Securities and Exchange Commission; OECD Principles of Corporate Governance; Developments in India, Corporate Governance
in Indian Ethos, Corporate Governance – Contemporary Developments.
2. Legislative Framework of Corporate Governance in India: Listed Companies, Unlisted Companies, PSUs, Banks and Insurance
Companies.
3. Board Effectiveness: Composition and Structure, Duties and Liabilities, Evolution of Jurisprudence, Diversity in Board Room,
Women Director, Nominee Directors; Selection and Appointment Process, Independent Directors: expectations, liabilities and their
role, code of conduct, responsibilities and effectiveness.
4. Board Processes through Secretarial Standards.
5. Board Committees: Composition & Terms of Reference, Roles and Responsibilities.
6. Corporate Policies &Disclosures: Various policies and disclosures to be made as per regulatory requirements / voluntarily made
as part of good governance.
7. Directors’ Training, Development and familiarization.
8. Performance Evaluation of Board and Management: Evaluation of the performance of the Board as a whole, individual
directors (including independent directors and Chairperson), various Committees of the Board and of the management.
9. Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement.
10. Monitoring of group entities and subsidiaries.
11. Accounting and Audit related issues.
12. Related Party Transactions.
13. Vigil Mechanism/Whistle blower.
14. Corporate Governance and Shareholders’ Rights.
15. Corporate Governance and other Stakeholders: Employees, Customers, Lenders, Vendors, Government and Regulators,
Society, etc.
16. Governance and Compliance Risk :Governance/Compliance failure and their impact on business, reputation and fund raising.
17. Corporate Governance Forums.
18. Parameters of Better Governed Companies: ICSI National Award for Excellence in Corporate Governance.
19. Dealing with Investor Associations, Proxy Services Firms and Institutional Investors.
20. Family Enterprise and Corporate Governance.
Case Laws, Case Studies & Practical Aspects.
Part II: Risk Management (20 Marks)
21. Risk Identification, Mitigation and Audit : Risk Identification, Risk Analysis, Risk Measurement, Risk Mitigation, Risk Elimination,
Risk Management Committee, Clarification and Investigation, Role of Internal Audit, Risk Audit, Risk Related Disclosures.
Case Studies & Practical Aspects.
Part III: Compliance (20 Marks)
22. Compliance Management : Essentials of successful compliance program, Significance of Compliance, devising proper systems to
ensure compliance, ensuring adequacy and effectiveness of compliance system, internal compliance reporting mechanisms, use of
technology for compliance management.
23. Internal Control : Nature, Scope and Elements, Techniques of Internal Control System, Steps for Internal Control, Efficacy of
internal controls and its review.

24. Reporting : Integrated Reporting, Non-financial Reporting, Corporate Sustainability Reporting, Board Reporting, Annual Report,
Other Reports under LODR, PIT, SAST Regulations.
25. Website Management: Meeting through Video Conferencing.
Case Studies & Practical Aspects.

Part IV: Ethics & Sustainability (10 Marks)
26. Ethics & Business : Ethics, Business Ethics, Organization Structure and Ethics, Addressing Ethical Dilemmas, Code of Ethics,
Indian Ethos, Designing Code of Conduct, Policies, Fair practices and frameworks.
27. Sustainability: Corporate Social Responsibility, Corporate Sustainability Reporting Framework, Legal Framework, Conventions,
Treaties on Environmental and Social Aspects, Triple Bottom Line, Principle of Absolute Liability – Case Studies, Contemporary
Developments, Indian Ethos.
28. Models / Approaches to measure Business Sustainability: Altman Z-Score Model, Risk Adjusted Return on Capital, Economic
Value Added (EVA), Market Value Added (MVA), Sustainable Value Added Approach.
29. Indian and contemporary Laws relating to Anti-bribery: Prevention of corruption Act,1988, Central Vigilance Commission Act, 2003, Lokpal& Lokayukta Act, 2013, Foreign Corrupt Practices Act, 1977, Unlawful Activities (Prevention) Act, 1967& Delhi Special Police Establishment Act, 1946; ICSI Anti Bribery Code.

Professional Programme Module1 Paper 2 Advanced Tax Laws (Max Marks 100)

Objectives
Part I : To acquire expert subject knowledge, interpretational skills and practical application on Customs
and GST Laws.
Part II : To acquire expert knowledge on practical application of Corporate taxation including International
Taxation.
Detailed Contents
Indirect Taxes (70 Marks)
Part I: GST and Customs Laws
Goods and Service Tax ‘GST’ (60 Marks)
1. An Overview on Goods and Services Tax ‘GST’: Introduction; Constitutional Aspects & Administration; GST models; Levy and
collection of CGST and IGST; Composition scheme & Reverse Charge, Exemptions.
2. Supply:Meaning& scope, types of supply (composite/mixed inter/ intra); Time, Place and Value of Taxable Supply; Import and
Export of Goods or Services under GST, Classification of Goods and Services; Job work provisions, agency contracts, e-commerce
& TCS.
3. Input Tax Credit & Computation of GST Liability: Input tax credit; Computation of GST liability.
4. Procedural Compliance under GST: Registration; Tax Invoice, Debit & Credit Note, Account and Record, Electronic way Bill,
Payment of Tax, TDS, Returns & Refund, Valuation, Audit & Scrutiny; Assessment.
5. Demand and Recovery, Advance Ruling, Appeals and Revision.
6. Inspection, search, seizure, offences & penalties.
7. Compliance rating, anti-profiteering, GST practitioners, authorised representative, professional opportunities.
8. Integrated Goods and Service Tax (IGST).
9. Union Territory Goods and Service tax (UTGST).
10. GST Compensation to States.
11. Industry/ Sector Specific Analysis.
Customs Law (10 Marks)
12. Basic Concepts of Customs Law: Introduction; Levy and collection of customs duties; Taxable Events; Custom duties.
13. Valuation & Assessment of Imported and Export Goods & Procedural Aspects: Classification and Valuation of Import and
Export Goods; Assessment; Abatement and Remission of Duty; Exemptions; Refund and recovery.
14. Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback, Baggage and Miscellaneous Provisions:Arrival and departure of goods; Clearance of Import and Export Goods & Goods in Transit; Transportation and Warehousing
provisions; Duty Drawback provisions, Baggage Rules & provision related to prohibited goods, notified goods, specified goods, illegal importation / exportation of goods.

15. Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties: Advance Ruling; Appeal and
Revision; Offences and Penalties; Prosecution; Settlement of Cases.
16. Foreign Trade Policy (FTP) to the extent relevant to Indirect tax: Export promotion scheme under FTP; Salient features,
administration &Other miscellaneous provisions.
Case Laws, Case Studies & Practical Aspects.

Part II: Direct Tax & International Taxation (30 Marks)
15. Corporate Tax Planning & Tax Management: Tax Planning, Tax Management; Tax Avoidance v/s Tax Evasion; Areas of
Corporate Tax Planning; Tax Planning Management Cell.
16. Taxation of Companies, LLP and Non-resident: Tax incidence on Companies including foreign company; Minimum Alternate Tax
‘MAT’; Dividend Distribution Tax; Alternate Minimum Tax ‘AMT’; Tax incidence on LLP; Taxation of Non-resident Entities.
17. General Anti Avoidance Rules ‘GAAR’: Basic concept of GAAR; Impermissible avoidance arrangement; Arrangement to lack
commercial substance; Application of GAAR Rule; GAAR v/s SAAR.
18. Basics of International Taxation
i. Transfer Pricing: Introduction & Concept of Arm’s Length Price; International and Specified Domestic Transaction; Transfer
Pricing Methods; Advance Pricing Agreement & Roll Back Provision; Documentation and Return.
ii. Place of Effective Management (POEM): Concept of POEM; Guidelines of determining POEM.
19. Tax Treaties.
20. Income Tax Implication on specified transactions: Slump Sale; Restructuring; Buy Back of shares; Redemption of Preference
shares; Issue of shares at Premium; Transfer of shares; Reduction of share Capital; Gifts, cash credits, unexplained money,
investments etc.
Case Laws, Case Studies & Practical Aspects.

Module 1 Paper 3 Drafting, Pleadings and Appearances(Max Marks 100)

Objective
To provide expert knowledge of drafting, documentation and advocacy techniques.
Detailed Contents
1. Judicial & Administrative framework: Procedure; Jurisdiction and Review; Revisions; Reference; Appellate forum.
2. General Principles of Drafting and relevant Substantive Rules: Drafting: Concept, General Principles and relevant substantive
rules thereof; Drafting in simple language, nuances of drafting, common errors and its consequences like litigation, liability.
Drafting policies, code of conduct, guidance note, waivers, releases, disclaimers, Basic Components of Deeds, Endorsements and
Supplemental Deeds, Aids to Clarity and Accuracy, Legal Requirements and Implications; Supreme Court Rules and other guiding
principles for drafting.
3. Secretarial Practices & Drafting: Principles relating to Drafting of various resolutions; Drafting of notices & Explanatory Statements;
Preparation of Agenda for meetings; Drafting and recording of minutes.
4. Drafting and Conveyancing relating to Various Deeds and Agreements: Conveyancing in General, Object of ConveyancingDrafting
of Conveyancing agreements, wills, encumbrances and gift deeds.
5. Drafting of agreements, documents and deeds: Drafting of various Commercial Agreements, Guarantees, Counter Guarantees,
Bank Guarantees, Outsourcing Agreements, Service Agreements, E-Contracts, Legal License, IPR Agreements; General and
Special Power of Attorney; Pre-incorporation Contracts; Share Purchase Agreement; Shareholders Agreements and Other
Agreements under the Companies Act, 2013; Drafting of Memorandum of Association and Articles of Associations; Drafting of
Provisions for Entrenchment of Specified Provision of Articles; Joint Venture and Foreign Collaboration Agreement, Non-disclosure
Agreements ; Drafting of Limited Liability Partnership Agreement, Drafting of Bye Laws for Societies; Drafting Replies to Regulatory
Show Cause Notices; Review of critical business documents and press releases; Responding to proxy Advisory Reports, Drafting
Response to Media Reports; Drafting and review of crisis communications, presenting complex legal subjects to simple business
oriented language.
6. Pleadings: Pleadings in General; Object of Pleadings; Fundamental Rules of Pleadings; Civil: Plaint Structure; Description of
Parties; Written Statements, Interlocutory Applications, Original Petition, Affidavit, Execution Petition and Memorandum of Appeal
and Revision, Petition under Articles 226 and 32 of Constitution of India, Special Leave Petition; Criminal: Complaints, Criminal
Miscellaneous Petition, Bail Application and Memorandum of Appeal and Revision; Drafting of Affidavit in Evidence; Arguments
on Preliminary Submissions; Arguments on Merits; Legal Pleadings and Written Submissions, Application, Petitions, Revision
Petitions, Notice of Motion, Witness, Improper Admission, Rejection, Appeal, Review, Suits, Undertakings, Indemnity Bonds, Writs,
Legal Notices, Response to Legal Notices.
7. Art of Writing Opinions: Understanding facts of the case; case for opinion writing, Application of relevant Legal Provisions to the facts; Research on relevant case Laws; Discussion and Opinion writing.
8. Appearances & Art of Advocacy: Requisites for entering appearances; Appearing before Tribunals/Quasi-judicial Bodies such as
NCLT/ NCLAT/ / CCI/ TRAI/ Tax Authorities and Appellate Tribunals/ and authorities such as ROC/ RD/ RBI/ ED/Stock Exchange/SEBI/ RERA; Art of advocacy.

Module 2 Paper 4 Secretarial Audit, Compliance Management and Due Diligence (Max Marks 100)

Objectives
Part I: To develop expertise in Compliance management, Internal control systems and preparation of
various search and status reports.
Part II : To develop expertise in Secretarial Audit and other Audits and to impart knowledge on the process
for conducting Due Diligence of various business transactions.
Detailed Contents
Part I: Compliance Management (40 Marks)
1. Compliance Framework – Identification of applicable laws, rules, regulations; Risk Assessment; Responsibility center mapping/
allocation; Escalation & reporting; Creation of Compliance framework and reporting system; Review & Updation; Training
&Implementation.
2. Compliances
a) Entity wise: Public, Private, Listed, Government, Small Companies, OPC, Section 8 Company, LLP – Annual and Event based
compliances.
b) Activity wise: Compliances related to specific activities undertaken.
c) Sector wise: Service Sector, Manufacturing, Trading, E-commerce, Mining, Infrastructure.
d) Industry Specific: Compliances with Industry Specific Laws applicable to the company such as Tourism, Pharmaceutical,
FMCG, Hospitality, Information Technology etc.
e) State and Local applicable laws
3. Documentation & maintenance of records : Electronic versus Physical repository; General principles of good documentation,
coding, storage, preservation, safety & retrieval; Privacy & Control.
4. Search and Status Report : Type of Searches, Purpose and Objective of Search Reports, Search under Companies Act, IPR
Laws, Property Title Search, Compilation & verification of data published by MCA 21, SEBI, RBI, Stock Exchanges, other regulators/
authorities (national/international), Web-sites and other sources.
5. KYC : Carrying out KYC with respect to directors, promoters and client, Compliance with the applicable ICSI Guidelines.
6. Signing and Certification : Various Certification(s) by Company Secretary in practice; Pre-certification of Forms; Signing &
certification of Annual Return; Corporate Governance Certification; Obligations and Penal provisions.
7. Segment-wise Role of Company Secretaries : Knowledge about the segment(s) in which the company is operating, Industry
trends and national and international developments.Segment-wise Compliances.
Part II: Secretarial Audit &Due Diligence (60 Marks)
8. Audits : Overview and Introduction of Various Audits; ICSI Auditing Standards.
9. Secretarial Audit
i. Overview & introduction : Concept; advantages; legal provisions; risk of Secretarial Auditor; code of conduct.
ii. Scope of Secretarial Audit:
a) Corporate, Securities and Foreign Exchange Laws and Rules and Regulations made there under.
b) Other Laws applicable to the Company.
c) Board Processes, Adequacy of Systems and Processes, Compliance with Secretarial Standards and applicable Accounting
Standards and Reporting of Major Events.
d) Corporate conduct & practices.
10. Internal Audit & Performance Audit : Objective & Scope; Internal Audit Techniques; Appraisal of Management Decisions;
Performance Assessment, Internal Control Mechanism.
11. Concepts and Principles of Other Audits
a) Corporate Governance Audit
b) CSR Audit
c) Takeover Audit

d) Insider Trading Audit
e) Industrial and Labour Laws Audit
f) Cyber Audit
g) Environment Audit
h) Systems Audit
i) Forensic Audit
j) Social Audit.
12. Audit Engagement : Audit engagement; Appointing authority; communication to previous Auditor; Terms & conditions; Audit fees
& expenses; Independence & conflict of interest; confidentiality; Auditing standard on Audit engagement.
13. Audit Principles and Techniques : Audit Planning; Risk Assessment; Collection of information/Records of Audit, Audit Checklist;
Audit Techniques, Examination & its process; Enquiry; Confirmation; Sampling; Compliance Test of Internal Control System;
Substantive Checking; Dependence on other Expert, Verification of documents/records; Collection of audit evidences; Creation of
Audit trails; Analysis of Audit findings; Documentation; materiality; record keeping;
14. Audit Process and Documentation : Preliminary Preparations;Questionnaire; Interaction; Audit program; Identification of
applicable laws; creation of master checklist; Maintenance of Work-sheet, working papers and audit trails; Identification of events/
corporate actions; Verification; Board composition; Board process; systems and process; identification of events having bearing on
affairs of the Company, Auditing standard on Audit process & documentation.
15. Forming an Opinion & Reporting : Process of forming an opinion; materiality; forming an opinion on report of third party/expert;
modified/unmodified opinion/qualifications; Management Representation Letter, Opinion obtained by Management, Discussion with
Management, Evaluating Audit Evidence and forming Opinion, Audit report and drafting of qualifications; Sharing Draft Report
with Management with Category of Risk involved with each Remark and Qualification, Signing of Audit reports and its Submission,
Auditing standards on forming of an Opinion.
16. Secretarial Audit – Fraud detection & Reporting : Duty to report fraud; Reporting of Fraud by Secretarial Auditor; Fraud vs. Noncompliance;
speculation; suspicion; Reason to believe; knowledge; Reporting; Professional Responsibilities and Penalties; Record
keeping; Reporting of fraud in Secretarial Audit Report.
17. Quality Review : Peer Review; Monitoring of Certification and Audit Work by Quality Review Board.
18. Values Ethics and Professional Conduct: Case Studies & Practical Aspects.
19. Due Diligence: Overview and Introduction; Types of Due Diligence; Financial Due diligence; Tax Diligence; Legal Due Diligence;
Commercial or Business Diligence – including operations, IT systems, IPRs; Human Resources Due Diligence; Due Diligence for
Merger; Amalgamation; Slump Sale; Takeover; Issue of Securities; Depository Receipts; Competition Law Due Diligence; Labour
Laws Due Diligence; Due Diligence Report for Bank; FEMA Due Diligence; FCRA Due Diligence; Techniques of Due Diligence and
Risk Assessment; Non-Disclosure Agreement.
20. Due Diligence: Impact Assessment of Non Compliances and Reporting thereof

Module 2 Paper 5 Corporate Restructuring, Insolvency, Liquidation & Winding-up(Max Marks 100)

Objective
Part I : To provide expert knowledge of legal, procedural and practical aspects of Corporate Restructuring,
M & A, Insolvency, Liquidation & Winding-up.
Part II : To acquire knowledge of the legal, procedural and practical aspects of Insolvency and its resolution.
Detailed Contents
Part I: Corporate Restructuring (50 Marks)
1. Types of Corporate Restructuring : Key definitions, Compromises, Arrangements, Mergers & Amalgamations; Demergers &
Slump Sale, Business Sale; Joint Venture, Strategic Alliance, Reverse Merger Disinvestment; Financial Restructuring (Buy-back,
Alteration & Reduction).
2. Acquisition of Company/ Business: Acquisition of Company; Takeover of Listed Companies(i) Legal Framework (ii)Process &
Compliances; Cross Borders Takeovers – Procedure.
3. Planning & Strategy : Case Studies pertaining to Merger, Amalgamation, Restructuring; Funding for M&A, Studies of Judicial
pronouncements; Planning relating to acquisitions & takeovers; Protection of minority interest; Succession Planning; Managing
Family Holdings through Trust.
4. Process of M&A transactions : Key Concepts of M&A; Law & Procedure; M&A Due Diligence; M&A Valuation; M&A Structure
finalization; Post transaction integration.
5. Documentation–Merger &Amalgamation : Drafting of Scheme; Drafting of Notice and Explanatory Statement; Drafting of application & Petition.
6. Valuation of Business and Assets for Corporate Restructuring : Type of Valuations; Valuation Principles & Techniques for
Merger, Amalgamation, Slump Sale, Demerger; Principles & Techniques of Reporting; Relative valuation and Swap ratio.
7. Accounting in Corporate Restructuring—Concept and Accounting Treatment: Methods of Accounting for Amalgamations –
AS-14/ IndAS 103;Treatment of Reserves, Goodwill; Pre-Acquisition & Post-Acquisition Profit; Accounting in Books of Transferor
and Transferee; Merger and De-Merger; Acquisition of Business and Internal Reconstruction.
8. Taxation & Stamp Duty aspects of Corporate Restructuring : Capital Gain; Set-off and carry forward under section 2(14) of
Income Tax Act; Deemed Dividend; Payment of Stamp Duty on scheme, payment of stamp duty on movable and immovable
properties.
9. Competition Act : Regulation of combinations under the competition Act, Kinds of combinations, Exempted combinations, Concept
of relevant market and its importance, Determination of combinations and any appreciable adverse effect, Role of CCI.
10. Regulatory approvals of scheme: From CCI, Income Tax, Stock Exchange, SEBI, RBI, RD, ROC, OL and Sector Regulators such
as IRDA, TRAI,etc.
11. Appearance before NCLT / NCLAT.
12. Fast Track Mergers : Small companies, Holding and wholly owned companies.
13. Cross Border Mergers.

Part II: Insolvency& Liquidation (50 Marks)
14. Insolvency : Historical Background; Pillars of IBC, 2016 [IBBI, IPA, IP, AA, Information Utility]; Key Definitions and Concepts;
Insolvency Initiation/Resolution under sections 7, 8 and 10.
15. Petition for Corporate Insolvency Resolution Process : Legal Provisions; Procedure, Documentation; Appearance, Approval;
Case Laws.
16. Role, Functions and Duties of IP/ IRP/ RP : Public announcement, Management of affairs and operations of company as a going
concern, Raising of Interim Finance, Preparation of Information Memorandum.
17. Resolution Strategies : Restructuring of Equity & Debt; Compromise & Arrangement; Acquisition, Takeover & Change of
Management; Sale of Assets; Valuation.
18. Convening and Conduct of Meetings of Committee of Creditors : Constitution of Committee of Creditors; Procedural aspects
for meeting of creditors.
19. Preparation & Approval of Resolution Plan : Contents of resolution plan; Submission of resolution plan; Approval of resolution
plan.
20. Individual/ Firm Insolvency : Application for insolvency resolution process; Report of resolution professional; Repayment plan;
Discharge Order.
21. Fresh Start Process : Person eligible to apply for fresh start; Application for fresh start order; Procedure after receipt of application;
Discharge order.
22. Debt Recovery & SARFAESI : Non-Performing Assets; Asset Reconstruction Company; Security Interest (Enforcement) Rules,
2002;Evaluation of various options available to bank viz. SARFASEI, DRT, Insolvency Proceedings; Application to the Tribunal/
Appellate Tribunal.
23. Cross Border Insolvency : International Perspective and Global Developments; UNCITRAL Legislative Guide on Insolvency
Laws; US Bankruptcy Code, Chapter 11 reorganization; Enabling provisions for cross border transactions under IBC.
24. Liquidation on or after failing of RP: Initiation of Liquidation; Distribution of assets;Dissolution of corporate debtor.
25. Voluntary Liquidation : Procedure for Voluntary Liquidation; Powers and duties of the Liquidator; Completion of Liquidation.
26. Winding-up by Tribunal under the Companies Act, 2013:Procedure of Winding-up by Tribunal; Powers and duties of the Company Liquidator; Fraudulent preferences.

Module 2 Paper 6 Resolution of Corporate Disputes,Non-Compliances& Remedies (Max Marks 100)

Objective
To acquire knowledge of various kinds of corporate disputes and non-compliances under various laws and their resolution and management
Detailed Contents
1. Shareholders’ Democracy &Rights: Law relating to Majority Powers and Minority Protection; Class action suits

Corporate Disputes : Oppression & Mismanagement- Law & Practice; Refusal of registration of transfer of securities & appeal
against refusal; Wrongful withholding of property of company; corporate criminal liability.
3. Fraud under Companies Act and IPC.
4. Misrepresentation & Malpractices : Companies Act, 2013, RBI Act, SEBI Act, FEMA, COFEPOSA, Labour Laws; Prevention of
Money Laundering Act; Malpractices under various other laws.
5. Regulatory Action : Enquiries; Inspection; Investigation; Search and Seizure; Arrest; Bail(ROC, RD,SFIO, Stock Exchange, SEBI,
RBI, CCI, Labour Law Authorities, Income Tax Authorities, ED, CBI, Economic Offences Wing).
6. Defaults, Adjudication, prosecutions and penalties under the Companies Act, Securities Laws, FEMA, COFEPOSA, Money
Laundering, Competition Act, Labour Laws & Tax Laws.
7. Fines, Penalties and Punishments under various laws.
8. Civil and Criminal Trial Procedure and Process.
9. Relief and Remedies : Compounding of offences under Companies Act, SEBI & FEMA; Mediation and Conciliation; Settlement and
Proceeding (Consent order under SEBI law); Appeal against the order of Adjudicating officer, SAT, NCLT, NCLAT, Enforcement
Directorate, IT Commissioner, GST Commissioner; Revision of order; Appearance before Quasi-judicial and other bodies- NCLT,
NCLAT, SAT, SEBI, RD, ROC, RBI, CCI.
10. Crisis management, Professional Liability, D&O Policy & other Risk and liability mitigation approaches.

Module 3 Paper 7 Corporate Funding & Listings in Stock Exchanges (Max Marks 100)

Objective
Part I : To provide practical knowledge of means of finance available to corporates at their various stages of
journey, their suitability, pros and cons, process, compliances etc.
Part II : To acquire knowledge of legal & procedural aspects of various types of listing, eligibility criteria,
documentation, compliances etc.
Detailed Contents
Part-A: Corporate Funding (60 Marks)
1. Indian Equity- Public Funding: Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009; Initial Public Offer (IPO)/ Further Public Offer (FPO); Preferential Allotment; Private Placement; Qualified Institutional
Placement; Institutional Private Placement; Rights Issue; Fast Track Issue; Real Estate Investment Trust (REIT);Infrastructure
Investment Trust (InvIT).
2. Indian Equity- Private funding: Venture Capital; Alternative Investment Fund; Angel Funds; Seed Funding; Private Equity.
3. Indian equity- Non Fund based: Bonus issue; Sweat Equity, ESOP.
4. Debt Funding – Indian Fund Based: Debentures, Bonds; Masala Bonds; Bank Finance; Project Finance including machinery
or equipment loan against property, Loan against shares; Working Capital Finance- Overdrafts, Cash Credits, Bill Discounting,
Factoring etc. Islamic Banking.
5. Debt Funding – Indian Non fund Based: Letter of Credit; Bank Guarantee; Stand by Letter of Credit etc.
6. Foreign Funding – Instruments & Institutions: External Commercial Borrowing (ECB); American Depository Receipt (ADR)/
Global Depository Receipt (GDR); Foreign Currency Convertible Bonds (FCCB); Foreign Currency Exchangeable Bonds (FCEB);
International Finance Corporation (IFC), Asian Development Bank (ADB), International Monetary Fund (IMF).
7. Other Borrowings Tools: Inter-corporate Loans; Commercial Paper etc.; Deposits under Companies Act; Customer Advances/
Deposits.
8. Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs) etc.
9. Securitization.

Part B: Listing (40 Marks)
10. Listing–Indian Stock Exchanges: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015; Equity Listing (SME, ITP, Main);Debt Listing; Post listing disclosures.
11. International Listing: Applicability of Listing Regulations, Singapore Stock Exchange; Luxembourg Stock Exchange; NASDAQNGSM,
NCM, NGM; London Stock Exchange- Main, AIM; U S Securities and Exchange Commission.
12. Various Procedural requirements for issue of securities and Listing.
13. Preparing a Company for an IPO and Governance requirements thereafter, Appraising the Board and other functions in the
organisations regarding the Post IPO/Listing Governance changes.

14. Documentation & Compliances.

Module 3 Paper 8 Multidisciplinary Case Studies(Max Marks 100)

Objective
To test the students in their theoretical, practical and problem solving abilities.
Detailed Contents
Case studies mainly on the following areas:
1. Corporate Laws including Company Law
2. Securities Laws
3. FEMA and other Economic and Business Legislations
4. Insolvency Law
5. Competition Law
6. Business Strategy and Management
7. Interpretation of Law
8. Governance Issues.

Paper wise Exemption for Switchover from Old Syllabus to CS Professional New Syllabus

CS Professional old course students may claim exemptions under new syllabus of CS Professional Course. The Scheme of Paper-wise exemption for switchover from Old Syllabus 2012 to New Syllabus 2017. All students who had converted or switch over to CS Professional New Syllabus 2017, shall get paper-wise exemptions in the following respective subjects.

CS Professional Existing Syllabus (2012)Paper-wise Exemption under New Syllabus (2017)
Advanced Company Law and PracticeModule 2; Paper 6 – Resolution of Corporate Disputes, Non-Compliances & Remedies
Secretarial Audit, Compliance Management and Due DiligenceModule 2; Paper 4 – Secretarial Audit, Compliance Management and Due Diligence
Corporate Restructuring, Valuation and InsolvencyModule 2; Paper 5 – Corporate Restructuring, Insolvency, Liquidations & Winding-up
Information Technology and Systems AuditNo Exemption
Financial, Treasury and Forex ManagementModule-3, Paper- 7- Corporate Funding & Listings in Stock Exchanges
Ethics, Governance and SustainabilityModule 1; Paper 1- Governance, Risk Management, Compliances and Ethics
Advanced Tax Laws and PracticeModule 1; Paper 2 – Advanced Tax Laws
Drafting, Appearances and PleadingsModule 1; Paper 3 – Drafting, Pleadings and Appearances
Elective SubjectsModule 3; Paper 9 – Elective paper

Applicability of New Syllabus for the Professional Programme Students

  1. First Exam from June 2019: The first examination of the Professional Programme under the new syllabus shall be held in June, 2019.
  2. Registration Starts from September 2018: Candidates registered effective from 1st September, 2018 shall be examined under new syllabus.
  3. Last Exam under Old Syllabus June 2020: Candidates registered prior to 1st September, 2018 will be permitted to appear in the Professional Programme Examination under the old syllabus upto and including June 2020. The last examination of the Professional Programme under the old syllabus shall be held in June, 2020.
  4. Option for Old Syllabus Students: Candidates registered prior to 1st September, 2018 will be permitted to appear in the Professional Programme Examination under the new syllabus if they so opt.
  5. Only New Syllabus Exam from Dec 2020: From and including December 2020, Professional Programme Examination shall be held under the new syllabus only.

Along with CS Professional New Syllabus, you must read other articles for CS Professional Exam

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