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CS Syllabus | CS Professional Syllabus and Subjects for 2021 exam

CS Syllabus | CS Professional Syllabus and Subjects for  2021 exam

Attention to the Examinees of Professional Program New Syllabus ( Syllabus – 2017) from Dec 2020 Exam

The Council of the Institute has decided to reduce the number of elective papers of Professional Programme (New Syllabus – 2017)  and to discontinue the following three Elective Papers/subjects from Module – III of Professional program (New Syllabus – 2017) with effect from Dec 2020 examination:

1) Forensic Audit (144)

2) Direct Tax Law and Practice (445)

3) Valuations and business Modelling (447)

The Council of the Institue also decided the  following five elective papers/Subjects shall only be included in Module – III of Professional Programme (New Syllabus – 2017) with effect from Dec 2020 Examination:

  1. Banking – Law, and Practice ( 441)
  2. Insurance – Law and Practice (442)
  3. Intellectual Property rights – Laws and Practices (443)
  4. Labour Laws and Practice (446)
  5. Insolvency – Law, and Practice (448)

Therefore, the students registered under the Professional Programme (New Syllabus) are required to select one elective paper/subject from Dec 2020 examination.

Candidates may take note of the above for necessary compliance.

CS Professional Syllabus and Subjects – Dec 2020: We are providing the complete details of CS Professional Subjects, Syllabus, Amendments / Updates, and New Syllabus applicable for Dec 2020 Attempt.

CS Professional Subjects –  2021 (Old Syllabus)

CS Syllabus | CS Professional Syllabus –With effect from 1st September, 2013 Institute of Company Secretaries of India (ICSI) has launched New Syllabus of Professional Programme covering nine subjects / papers under three modules.

Subjects/papers under each module are given below:

Subjects/ Papers in 1st module:

1) Advanced Company Law and Practice
2) Secretarial Audit, Compliance Management and Due Diligence
3) Corporate Restructuring, Valuation and Insolvency

Subjects/Papers in 2nd module:

4) Information Technology and Systems Audit
5) Financial, Treasury and Forex Management
6) Ethics, Governance and Sustainability

Subjects/Papers in 3rd module:

7) Advanced Tax Laws and Practice
8) Drafting, Appearances and Pleadings

9) Electives – Any One out of below Five Subjects

      9.1.  Banking Law and Practice

      9.2.  Capital, Commodity and Money Market

     9.3.  Insurance Law and Practice

     9.4.  Intellectual Property Rights – Law and Practice

     9.5.  International Business-Laws and Practices

CS_PP :: Professional Programme
Paper 1 : Company Secretarial Practice
[One paper: Three Hours – 100 marks]

CS Professional Syllabus: Level of Knowledge:

Expert knowledge

Detailed contents:


To provide an in-depth understanding of the procedures under the Companies Act, Rules and Regulations made thereunder including understanding of international dimensions of company law
1.1. E-governance (MCA – 21)
Important Features of MCA-21 – CIN, DIN, DSC, CFC, SRN, etc; Eforms and on-line filing and inspection of documents.
2.Company Formation and Conversion
Choice of form of business entity; conversion/ re-conversion of one form of business entity into another.
Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration; obtaining certificate of commencement of business; obtaining certification of re-registration; commencementof new business and certification; filing of agreements with managerial personnel;
Formation of associations not for profit and non profit companies; procedure relating to foreign companies carrying on business in India.
3.Alteration of Memorandum and Articles
Procedure for alteration of various clauses of memorandum: name clause, situation of registered office clause, objects clause, capital clause and liability clause; procedure for alteration of articles; effect of alteration.
4.Issue and Allotment of Securities
Procedure for public issue, rights issue and bonus shares; procedure for issue of securities at par/premium/discount; procedure for calls on shares; Issue of sweat equity shares, employees stock option scheme, shares with differential voting rights; issue and redemption of preference shares; issue of shares on preferential basis/private placement.
Return of allotment and effect of irregular allotment; issue of certificates; alteration of share capital; procedure for forfeiture of shares and reissue of forfeited shares; cancellation of shares; surrender of shares; conversion and re-conversion of shares into stock.
Procedure for issue of debentures including creation of security and debenture redemption reserve; drafting of debenture trust deed; conversion of and redemption of debentures.
5.Membership and Transfer/Transmission
Procedure for induction of members; nomination of shares; variation of shareholders’ rights; cessation of membership including dispute resolution.
Transfer/transmission/transposition ; dematerialization/ rematerialisation of securities.
6.Directors and Managerial Personnel
Procedure for appointment, reappointment, resignation, removal and varying terms of appointment/ re-appointment of directors and managerial personnel.
Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof; compensation for loss of office; waiver of recovery of remuneration; directors and officers liability insurance.
Procedure for making loans to directors, disclosure of interest by a director, holding of office or place of profit by a director/relative, etc. of a director.
Company Secretary—Appointment, resignation and removal of Company Secretary; role of the Company Secretary; functions and duties; relationship with chairman and directors; secretary as advisoro the chairman and the board.
Company Secretary in Practice – Functions ; procedure for appointment, resignation and removal of company secretary in practice.
Procedure for appointment/reappointment, resignation and removal of statutory auditors and branch auditors; appointment of cost auditors; special auditors; CAG audit.
7.Decision-making Forums and Meetings
Collective decision making forums – authority, accountability, delegation and responsibility.
Board Meetings – Convening and management of Board and Committee Meetings.
General Meetings – convening and management of statutory meeting, annual and extra-ordinary general meetings, class meetings; preparation of notices and agenda papers.
Procedure for passing of resolutions by postal ballot, conducting a poll and adjournment of a meeting.
Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof.
8.Preparation & Presentation of Reports
Preparation of financial statements, auditors’ report, directors’ report and report on corporate governance.
9.Distribution of Profit
Procedure for ascertainment of divisible profits and declaration of dividend; payment of dividend; claiming of unclaimed/unpaid dividend; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund.
Procedure for creation/modification/satisfaction of charges and registration thereof; register of charges; inspection of charges.
11.Inter-corporate Loans, Investments, Guarantees and Security
Procedure for making inter-corporate loans, investments, giving of guarantees and providing of security.
12.Filling and Filing of Returns and Documents, etc.
Procedure for filling and filing of returns and documents :

(a)Annual filing, i.e., annual accounts, compliance certificate, annual return, etc.
(b)Event based filing
13.Striking off Names of Companies – Law and Procedure.
14.Best Practices–Secretarial Standards
Concept, scope and advantages; Secretarial Standards issued by the ICSI; Compliance of secretarial standards for good governance.
15.Insider Trading
Concept and rationale behind prohibition of insider trading; SEBI’s Insider Trading Regulations; major actions taken by SEBI so far; Role of Company Secretary in compliance requirements.
16.Global Developments in Company Law
Contemporary developments, distinguishing and evolving features of company law in other jurisdictions.

CS_PP :: Professional Programme
Paper 2 : Drafting, Appearances and Pleadings
[One paper: Three Hours – 100 marks]

CS Syllabus | CS Professional Syllabus:Level of Knowledge:

Working knowledge

CS Syllabus | CS Professional Syllabus: Objectives:

To acquaint the students with fundamentals of drafting, pleadings and advocacy techniques.

CS Syllabus | CS Professional Syllabus: Detailed contents

1.General Principles of Drafting
General principles and rules of drafting of deeds and conveyance, basic components of deeds, endorsement and supplemental deeds, aids to clarity and accuracy, legal requirements and implications.
2.Drafting of Agreements
Drafting of various Agreements including collaboration agreements, arbitration; guarantees, counter guarantees; bank guarantee, hypothecation agreement, outsourcing agreements, service agreements, leave and license, etc.
Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration; obtaining certificate of commencement of business; obtaining certification of re-registration; commencementof new business and certification; filing of agreements with managerial personnel;
3.Drafting of Various Deeds
Deed of sale of land, building, mortgage, licence, lease, assignment, trust, partnership, Power of Attorney, etc.
4.Drafting of Agreements under the Companies Act
Pre incorporation contracts; Memorandum and Articles of Association and other agreements.
5.Appearances and Pleadings
Appearance before tribunals/quasi judicial bodies such as CLB, SAT, NCLT, CCI TRAI, etc. and appellate authorities.
Drafting of petitions/applications; drafting of written statement, counter affidavit, reply and rejoinder.
Drafting of Affidavit in evidence ; arguments on preliminary submissions, arguments on merits ; legal pleadings and written submissions.
Drafting and filing of Appeals, writ petitions, special leave petition, revision and review applications, affidavits.
Dress code, etiquettes and court craft.
6.Compounding of Offences
Compounding of offences under the Companies Act, SEBI Act, FEMA etc. Consent Orders.

CS_PP :: Professional Programme
Paper 3 : Financial Treasury and Forex Management
[One paper: Three Hours – 100 marks]

CS Syllabus | CS Professional Syllabus: Level of Knowledge:

Expert knowledge


(i)To provide conceptual clarity about the management tools and techniques used in financial planning, analysis, control and decision making.
(ii)To provide knowledge of derivatives, forex and treasury management to enable the candidates to tackle practical situation with ease.

Detailed contents :

1.Nature and Scope of Financial Management
Nature, significance, objectives and scope of financial management; risk-return and value of the firm; financial distress and insolvency; financial sector reforms and their impact on financial management; functions of finance executive in an organisation; financial management – recent developments.
2.Capital Budgeting Decisions
Planning and control of capital expenditure; capital budgeting process; techniques of capital budgeting- discounted and non-discounted cash flow methods, choice of methods; capital rationing; risk evaluation and sensitivity analysis, simulation for risk evaluation; linear programming and capital budgeting decisions.
3.Capital Structure Decisions
Meaning and significance of capital structure; capital structure vis-avis financial structure; capital structure planning and designing; optimal capital structure; determinants of capital structure; capital structure and valuation – theoretical analysis; EBIT – EPS analysis; cost of capital; factors affecting cost of capital, measurement of cost of capital, weighted average cost of capital, marginal cost of capital; risk and leverage; measures of leverage, leverage effects on shareholders returns.
4.Sources of Finance
Equity, non-voting preference shares; debentures and bonds; company deposits; term loans from financial institutions and banks; international finance and syndication of loans; euro-issues and external commercial borrowings; FCCB; internal funds as a source of finance; dividend policy and retention of profits; bonus shares; deferred payment arrangements; corporate taxation and its impact on corporate financing; financing cost escalation.
5.Dividend Policy
Introduction; types, determinants and constraints of dividend policy; different dividend theories — Walter’s Model, Gordon’s Model andModigliani-Miller Hypothesis of dividend irrelevance; forms of dividend; dividend policy – practical considerations and legal constraints; corporate dividend practices in India; statutory framework.
6.Working Capital Management and Control
Working capital – meaning, types, determinants; assessment of working capital requirements – operating cycle concept and applications of quantitative techniques; management of working capital – cash, receivables, inventories; financing of working capital; banking norms and macro aspects of working capital management.
7.Security Analysis and Portfolio Management
Security analysis – fundamental approach, technical approach and efficient capital market theory; portfolio management – meaning, objectives; portfolio theory – traditional approach; modern approach – CAPM model.
8.Financial Services
Meaning, significance and scope of financial services ; types of financial services – merchant banking, leasing and hire purchase, venture capital, mutual funds, factoring and forfeiting, securitisation of debt, loan syndication, custodial and corporate advisory services, credit rating.
9.Project Planning and Control
Project Planning and preparation of project report; project appraisal under normal, inflationary and deflationary conditions; project appraisal by financial institutions – lending policies and appraisal norms by financial institutions and banks; loan documentation and loan Introduction of New Syllabus of the Company Secretaryship Course Student Company Secretary 43 November 2007 syndication, project review and control; social cost and benefit analysis of project.
10.Derivatives and Commodity Exchanges
Concept of derivatives; financial derivatives and commodity derivatives; types of derivatives – forward contracts, futures contracts, options; participants in futures and options market, Index based derivatives and security based derivatives; derivatives and exposure management, currency forwards, currency futures, currency options and currency swaps and interest rate risk management; derivative markets in India; commodity exchanges in India.
11.Treasury Management
Meaning, objectives, significance, functions and scope of treasury management; relationship between treasury management and financial management; role and responsibilities of chief finance executive; tools of treasury management; internal treasury controls; environment for treasury management; role of information technology in treasury management; liquidity management, regulation, supervision and control of treasury operations, implications of treasury on international banking.
12.Forex Management
Nature, significance and scope of forex management; foreign exchange market and its structure; foreign exchange rates and its determination; exchange rate quotes; types of exchange rates; forex trading; currency futures and options; foreign exchange risk exposures and their management; exchange rate forecasting; risk in foreign exchange business.
13.Recent Developments in Financial, Treasury and Forex Management
14.Practical Problems and Case Studies.

CS Professional Subjects –

Level of Knowledge:

Expert knowledge


To provide an in-depth understanding of all aspects of law and practical issues relating to corporate restructuring andinsolvency.

CS Syllabus | CS Professional Syllabus: Detailed contents :

Part A : Corporate Restructuring (70 Marks)

Meaning of corporate restructuring, need, scope and modes of restructuring, historical background, global scenario, national scenario.
Planning, formulation and execution of various corporate restructuring strategies – mergers, acquisitions, takeovers, disinvestments and strategic alliances, demergers and hiving off.
3.Mergers and Amalgamations
Meaning and concept; legal, procedural, economic, accounting, taxation and financial aspects of mergers and amalgamations including stamp duty and allied matters; interest of small investors; merger aspects under competition law; jurisdiction of courts; filing of various forms; Amalgamation of banking companies and procedure related to Government companies; Cross border mergers.
Meaning and concept; types of takeovers; legal aspects – SEBI takeover regulations; procedural, economic, financial, accounting and taxation aspects; stamp duty and allied matters; payment of consideration; bail out takeovers and takeover of sick units; takeover defences; cross border takeovers.
5.Funding of Mergers and Takeovers
Financial alternatives; merits and demerits; funding through various types of financial instruments including equity and preference shares, options and securities with differential rights, swaps, stock options; ECBs, funding through financial institutions and banks; rehabilitation finance; management buyouts/leveraged buyouts.
6.Valuation of Shares and Business
Introduction; need and purpose; factors influencing valuation; methods of valuation of shares; corporate and business valuation.
7.Corporate Demergers and Reverse Mergers
Concept of demerger; modes of demerger – by agreement, under scheme of arrangement; demerger and voluntary winding up; legal and procedural aspects; tax aspects and reliefs; reverse mergers – procedural aspects and tax implications.
8.Post Merger Re-organisation
Factors in post merger reorganization: integration of businesses and operations, financial accounting, taxation, post merger valuation, human and cultural aspects; assessing accomplishment of post merger objectives; measuring post merger efficiency.
9.Financial Restructuring
Reduction of capital; reorganisation of share capital
Buy-back of shares–concept and necessity; procedure for buy-back of shares by listed and unlisted companies.
10.Legal Documentation.
11.Case Studies.

Part B – Corporate Insolvency (30 Marks)

12.Revival, Rehabilitation and Restructuring of Sick Companies
Sick companies and their revival with special reference to the law and procedure relating to sick companies.
13.Securitisation and Debt Recovery
Securitisation Act :
Overview of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002; process; participants; Special Purpose Vehicle (SPV), Asset Reconstruction Companies (ARCs), Qualified Institutional Buyers (QIB).
Debt Recovery Act :
Overview of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993; Tribunal, Procedure; compromises and arrangements with banks and creditors.
14.Winding up
Concept; modes of winding up; administrative machinery for winding up.
Winding up process and procedure; managing stakeholders and parties in liquidation; conducting meetings of shareholders/creditors etc.; dealing with contracts; managing estate; outsourcing responsibilities to professionals/service providers such as valuers, security agencies, etc; best practices in performing liquidation/administrator functions; accountability and liabilities; Role of liquidators and insolvency practitioners.
Consequences of winding up; winding up of unregistered companies;dissolution.
15.Cross Border Insolvency

CS_PP :: Professional Programme
Paper 5 : Strategic Management, Alliances and International Trade
[One paper: Three Hours – 100 marks]

CS Syllabus | CS Professional Syllabus: Level of Knowledge:

Working knowledge


To develop the basic understanding of the students about the concepts, techniques and processes relating to strategic management, alliances as well as International Trade and treatiesincluding World Trade Organisation.

Detailed contents :

Part A : Strategic Management (40 Marks)

1.Nature and Scope of Strategic Management
Concept; role, functions and processes of strategic management in globally, competitive and knowledge-based environment.
2.Environmental Scanning and Internal Appraisal Analysis
(a)Identification of external variables – economic, technological, legal, political, socio-cultural and, global; industry appraisal analysis and forecasting; synthesis of external factors;
(b)Internal scanning of the firm;
(c)Tools and techniques of strategic management –SWOT analysis, situational analysis; Gap analysis, impact analysis, value chain analysis; business process re-engineering.
3.Planning and Formulation
Formulation of Corporate vision, mission, goals and objectives; developing strategic alternatives, evaluations of alternatives, selection of best alternative; strategic planning vis-� -vis tactical planning; Strategic models for optimal decision–making.
4.Implementation and Control
Strategy implementation; developing programs, budgets and procedures; strategic control; managing strategic changes.
Performance Evaluation – criteria and challenges
6.Risk Management
Meaning, objectives and significance; types of risks; measuring the trade off between risk and return; control and management of business risks.
7.Management Information Systems
Concept, elements and structure; approaches of MIS development; pre-requisites of an effective MIS, Enterprise Resource Planning (ERP).
8.Internal Control Systems
Meaning, definition, objectives, classification, scope and limitation of internal control; steps and techniques of internal control systems.

Part B : Strategic Alliances (20 Marks)

9.Nature and Scope
Meaning, types and stages; integrating alliances into corporate strategy; cross cultural alliances; implementation and management of strategicalliances.
10.Foreign Collaborations and Joint Ventures
Industrial Policy; Foreign Investment Policy; kinds and negotiation of collaboration and joint ventures, drafting of agreement, restrictive clauses; Indian joint ventures abroad – Indian experiences.

Part C : International Trade (40 marks)

11.International Trade and Treaties
Concept and Theories of International Trade, Institutionalisation of international trade, establishment of World Trade Organisation; Economic Blocks and Trade Agreements such as ASEAN, EU, SAPTA, NAFTA etc.; India’s Free Trade, Economic Cooperation and Partnership Agreements.
12.Anti-dumping, Subsidies and Countervailing Duties
WTO agreements on anti-dumping; safeguard measures; subsidies & countervailing duties; Regulatory Framework and procedure in India.
13.Settlement of Disputes under WTO
Rules, regulations and procedures relating to settlement of disputes under WTO.

CS_PP :: Professional Programme
Paper 6 : Advanced Tax Laws and Practice
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

CS Syllabus | CS Professional Syllabus: Objectives:

To provide —
(i)knowledge of framework of taxation system in India.
(ii)knowledge of various concepts and their application relating to tax laws with a view to integrating the relevance of these laws with financial planning and management decisions.
(iii)an overview of international taxation.

Detailed contents :

Part A : Direct Taxation – Law and Practice (30 marks)

1.General Framework of Direct Taxation in India
Different direct tax laws and their inter-relationship; importance of Income Tax Act and Annual Finance Act and related Constitutional provisions; harmonisation of tax regime.
2.Companies under Income-tax Laws
Classification and tax incidence; corporation tax as per Article 366; computation of taxable income and assessment of tax liability considering special provisions relating to companies.
3.Tax Planning
Concept of tax planning; Tax planning with reference to setting up a new business; locational aspects; nature of business; tax holiday, etc.
Tax planning with regard to specific management decisions such as mergers and takeovers; location of undertaking; introduction of voluntary retirement; tax planning with reference to financial management decisions such as borrowing or investment decisions; reorganisation or restructuring of capital decisions.
Tax planning with respect to corporate reorganization; tax planning with reference to employees’ remuneration.
Tax planning vis-� -vis important provisions of wealth-tax including court rulings and legislative amendments.
4.Tax Management
Return and procedure for assessment; special procedure for assessment of search cases, e-commerce transactions, liability in special cases; collection and recovery of tax; refunds, appeals and revisions; penalties imposable, offences and prosecution.

Part B : Indirect Taxation – Law and Practice (50 marks)

Special features of indirect tax levies–all pervasive nature, contribution to Government revenues; constitutional provisions authorizing the levy and collection of duties of central excise, customs, service tax, central sales tax and VAT.
6.Central Excise Laws
Basis of chargeability of duties of central excise–goods, manufacture, classification and valuation of excisable goods, CENVAT; assessment procedure, exemption, payment, recovery and refunds of duties.
Clearance of excisable goods; Central Excise Bonds; maintenance of accounts and records and filing of returns.
Duties payable by small scale units. set-off of duties– concept, meaning and scheme; Central Excise Concessions on exports; search, seizure and investigation; offences and penalty.
Adjudication, Appeal and Revision, including appearance before CEGAT by Company Secretary as authorised representative; settlement of cases.
7.Customs Laws
Levy of and exemption from, customs duties – specific issues and case studies; assessment and payment duties; recovery and refund of customs duties.
Procedure for clearance of imported and exported goods; drawback of duties.
Transportation and warehousing
Confiscation of goods and conveyances and imposition of penalties; search, seizure and arrest, offences and prosecution provisions.
Adjudication, Appeal and Revision; Settlement of Cases.
8.Promissory Estoppel in Fiscal Laws – principles and applicability with reference to indirect taxes.
9.Tax Planning and Management – scope and management in customs, with specific reference to important issues in the respective areas.

Part C: International Taxation (20 marks)

10.Basic Concepts of International Taxation
Residency issues; source of income; tax havens; unilateral relief and Double Tax Avoidance; transfer pricing; international merger and acquisitions; impact of tax on GATT 94, WTO, anti dumping processing; the subpart F Regime : definition of CFC, Subpart F Income and Operating Rules.
11.Advance Ruling and Tax Planning
Authority for advance rulings, its power and procedure; applicability of advance ruling; application for advance ruling and procedure on receiptof application.
Tax planning and special provisions relating to certain incomes of nonresident corporate assessee.
Double taxation avoidance agreements; general principles; provisions and tax implications thereof.
12.Taxation of Inbound Transactions
Taxation of passive investments; capital gains & losses; income taxation; property taxation; branch profit taxation.
13.Taxation of Outbound Transactions
Foreign tax credit; foreign income exclusions; indirect foreign tax credit (deemed paid system vs. current pooling system); Controlled Foreign Corporations; PFIC’s (Passive Foreign Investment Companies); cross border merger, acquisitions and transfers.

CS_PP :: Professional Programme
Paper 7 : Due Diligence and Corporate Compliance Management
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

CS Syllabus | CS Professional Syllabus: Objectives:

(i)To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporateactivities.
(ii)To provide expert knowledge about the Corporate Compliance Management

Detailed contents :

1.Due Diligence
Nature, objectives, significance and scope of due diligence; steps in the process of due diligence.Areas of Due Diligence

Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights issue, Employees Stock Option Plans (ESOPs), Preferential Allotment
Issue of debt (both long term & short term) such as debentures, bonds, warrants etc.
Takeovers and acquisitions
Setting up of business units in India and abroad
Setting up joint ventures
Compliance of Listing Agreement
Internal Audit of Depository Participants
Issue of Global Depository Receipts
Issue of Indian Depository Receipts
Legal Due Diligence
2.Compliance Management
Concept and significance; systems approach to compliance management; process of establishment of compliance management system; compliance in letter and spirit.
3.Secretarial Audit
Need, objectives and scope; process; periodicity and format for secretarial audit report; check-list under various corporate laws; share transfer audit; compliance certificate.
4.Search / Status Reports
Importance, scope; verification of documents relating to charges; requirements of financial institutions and corporate lenders; preparation of report.
5.Securities Management and Compliances
Meaning, need and scope; mechanism for self-regulation; advantages to company, regulator and investors.

CS_PP :: Professional Programme
Paper 8 : Governance, Business Ethics and Sustainability
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge


To provide knowledge on global development and best practices in the corporate world.

CS Syllabus | CS Professional Syllabus: Detailed contents :

Part A: Corporate Governance (50 Marks)

1.Evolution, concept, principles and development.
2.Management structure for corporate governance; Board structure; building responsive boards – issue and challenges; effectiveness of Board, board committees and their functioning in particular audit committee, legal compliance committee and Stakeholders’ relationship committee; appraisal of Board performance, transparency and disclosure; internal control system and riskmanagement.
3.An analysis of legislative framework of corporate governance in various countries – such as UK, USA, India.
4.Corporate communication; art and craft of investors relations; shareholders activism, investor protection and changing role of Institutional Investors.
5.Corporate Social Responsibility and good corporate citizenship.
6.Various corporate governance forums – Common Wealth Association for Corporate Governance (CACG), Organization for Economic Cooperation Development (OECD), International Corporate Governance Network (ICGN), National Foundation for Corporate Governance (NFCG), etc.

Part B : Business Ethics (30 Marks)

7.Genesis, significance and scope; organization perspectives.
8.Ethical principles in business – codes and innovations.
9.Concept of the stakeholders’ organization.
10.Activity analysis, business dilemma versus decision, characteristics of ethical dilemmas; the dilemma resolution process; business ethics as a strategic management tool; stakeholders’ protection.
11.Challenges of business ethics and corporate leadership.

Part C: Corporate Sustainability (20 Marks)

12.Genesis, meaning, nature, objectives, significance and scope of corporate sustainability.
13.Sustainability reporting – frameworks and guidance; trends and drivers; business benefits of corporate sustainability reporting; leadership programmes and stakeholder engagement; corporate sustainability management systems.
14.Legal framework; conventions and treaties on environmental, health and safety and social security issues.
15.Principle of Absolute Liability – Case studies.
16.Contemporary developments.

CS Professional New Syllabus – 2021

CS Syllabus | CS Professional Syllabus: CS Professional Syllabus For Advanced Company Law And Practice:

Expert Knowledge level is required. Objective of this is to acquire knowledge of the practical and procedural aspects of the companies act.

Contents of Advanced Company Law and Practice

Company Formation and Conversion, Procedure for Alteration of Memorandum and Articles, Procedure for Issue of Securities, Procedure relating to Membership, Transfer and Transmission, Directors and Managerial Personnel, Meetings, Auditors, Distribution of Profit, Procedure relating to Charges, (Procedure relating to Inter-corporate loans, investments, guarantees and security), Preparation & Presentation of Reports, E- Filing. Striking off Names of Companies, Recent Trends and Developments in Company Law. Trusts and Non-Profit Organization.

CS Syllabus | CS Professional Syllabus: Contents of Company Secretary Course Syllabus Secretarial Audit, Compliance Management and Due Diligence

Objective of this cs professional new syllabus of this paper is to acquire knowledge & understand the concepts of secretarial audit and corporate compliance management.

Syllabus of this paper

Part A 25 MarksPart B 75 Marks
  • Secretarial Standards
  • Secretarial Audit
  • Checklist for Secretarial Audit
  • Due Diligence – An Overview
  • Issue of Securities
  • Depository Receipts Due Diligence
  • Merger & Acquisition (M&A) Due Diligence
  • Competition Law Due Diligence
  • Legal Due Diligence
  • Due Diligence for Banks
  • Environmental Due Diligence
  • Search and Status Reports
  • Compliance Management

CS Syllabus | CS Professional Syllabus: Contents of Corporate Restructuring, Valuation and Insolvency Paper

Level of knowledge is advanced level. Objective of the paper is to acquire knowledge of legal, procedural, practical aspects of corporate restructuring, valuation & insolvency.

Syllabus of This Paper

Part A – 50 MarksPart B – 30 MarksPart c – 20 Marks
  • Introduction and Concepts
  • Merger and Amalgamation
  • Corporate Demerger and Reverse Merger
  • Takeover
  • Funding of Merger and Takeover
  • Financial Restructuring
  • Post-Merger Reorganization
  • Case Studies
  • Introduction
  • Valuation Techniques
  • Regulatory and Taxation Aspects
  • Valuations for Different Strategies
  • Introduction
  • Revival, Rehabilitation and Restructuring of Sick Companies
  • Securitization and Debt Recovery
  • Winding Up
  • Cross Border Insolvency

CS Professional Syllabus: Contents of CS syllabus Information Technology and Systems Audit Paper:

Company professional Syllabus Objective of this paper is to acquire knowledge of information technology law, information systems and systems audit.

CS Syllabus of the paper

Information Technology Law, Information Systems, Computer Hardware – An Overview, Computer Software – An Overview, Database Management, Programming – An overview, Internet and Other Technologies, Management Information Systems – An Overview, Enterprise Resource Management, E-Governance in India, Systems Audit – An Overview.

Contents of company Professional course syllabusFINANCIAL, TREASURY AND FOREX MANAGEMENT Paper:

Nature and Scope of Financial Management, Capital Budgeting, Capital Structure, Cost of Capital, Financial Services, Project Finance, Dividend Policy, Working Capital, Security Analysis and Portfolio Management, Derivatives and Commodity Exchanges- An Overview, Treasury Management, Forex Management, Practical Problems and Case Studies.


See below for cs professional syllabus of this ethics, governance and sustainability paper below. This is of two parts.

Part – A 70 MarksPart – B 30 Marks
  • Introduction
  • Ethical Principles in Business
  • Conceptual Framework of Corporate Governance
  • Board Effectiveness – Issues and Challenges
  • Board Committees
  • Legislative Framework of Corporate Governance in India
  • Legislative Framework of Corporate Governance – An International Perspective
  • Risk Management and Internal Control
  • Corporate Governance and Shareholder Rights
  • Corporate Governance and Other Stakeholders
  • Corporate Governance Forums
  • Sustainability
  • Corporate Sustainability Reporting Frameworks
  • Legal Framework, Conventions, Treaties on Environmental and Social Aspects
  • Principle of Absolute Liability – Case Studies
  • Contemporary Developments – Integrated Reporting.


CS Syllabus | CS Professional Syllabus: Contents of cs new syllabus ADVANCED TAX LAWS AND PRACTICE Paper:

Level of knowledge is advanced knowledge. ICSI Syllabus of this paper is

Part A 30 MarksPart B 70 Marks
  • Taxation of Individual Entities, Partnership, LLP, Companies.
  • International Taxation Covering Taxation of Non Resident Entities, Advance Ruling, Transfer Pricing, Direct tax Avoidance Agreement.
  • Case studies and Practical Problems covering Advance Tax Planning relating to Companies and Business Entities.
  • Introduction
  • Central Excise Laws
  • Customs Laws
  • Promissory Estoppel in Fiscal Laws
  • Tax Planning and Management
  • Goods and Service Tax (GST) – Concept and Developments
  • Background, Concept and Mechanism of VAT, Classification, Invoicing, Exemption, Returns, Refunds, Demands, Appeals, Revisions, Liability under VAT
  • Set off and Composition Scheme, Computation of VAT, Assessment, VAT on Works Contract, Right to use Property, Rate of Tax, Procedural Aspects including Registration, Preparation and Filing of E-Returns, Audit and Appearances

CS Professional Syllabus: Contents of cs new syllabus DRAFTING, APPEARANCES AND PLEADINGS Paper:

See below for cs new syllabus by icsi

General Principles of Drafting and Relevant Substantive Rules, Drafting and Convincing relating to Various Deeds and Agreements, Drafting of Agreements under the Companies Act, Pleadings, Appearances, Compounding of Offences, Practical Exercises.

CS Syllabus | CS Professional Syllabus: CS Professional Amendments

  • Updates for Capital, Commodity and Money Market – relevant for Dec, 2016 Examination (For students having 2014 edition of study material)
  • Updates for Financial, Treasury and Forex Management (Old/New Syllabus) – relevant for Dec, 2016 Examination
  • Supplement for Industrial labour and General laws- relevant for Dec, 2016
  • Updates for Capital Markets and Securities Laws – relevant for Dec, 2016 Examination (For students having 2014 edition of study material)
  • Updates for Cost and Management Accounting- relevant for Dec, 2016 Examination
  • Updates for Company Accounts and Auditing Practices (325) – relevant for Dec, 2016 Examination
  • Supplement for Information Technology and Systems Audit – Professional Programme – relevant for Dec, 2016
  • Supplements for Professional Programme relevant for Dec, 2016 Examination. Following subjects are included in the Supplement:
    1) Advanced company law & Practice – Professional Programme (N/S)
    2) Secretarial Audit, Compliance Management Due Diligence – Professional Programme (N/S)
    3) Ethics, Governance and Sustainability – Professional Programme (N/S)
    4) Company Secretarial Practices – Professional Programme (O/S)
    5) Due Diligence & Corporate Compliance Management – Professional Programme (O/S)
    6) Governance Business Ethics and Sustainability – Professional Programme (O/S)
  • Supplements for Tax Laws and Practice – relevant for Dec, 2016 Examination (For students having 2014 edition of study material)
  • Updates for Advanced Tax Laws and Practice – Old Syllabus – relevant for Dec, 2016 Examination (For students having 2015 edition of study material)
  • Supplements for Advanced Tax Laws and Practice – New Syllabus – relevant for Dec, 2016 Examination (For students having 2014 edition of study material)
  • Supplements for Advanced Tax Laws and Practice – Old Syllabus – relevant for Dec, 2016 Examination (For students having 2014 edition of study material
  • Updates for Advanced Tax Laws and Practice – New Syllabus – relevant for Dec, 2016 Examination (For students having 2015 edition of study material)
  • Updates for Tax Laws and Practice relevant for Dec, 2016 Examination (For students having 2015 edition of study material)

Along with CS Syllabus | CS Professional Syllabus and Subjects, get latest updated study material for CS Professional for upcoming exam

CS Syllabus | CS Professional  Subjects : The main advantage of the study material is to provide help to the students to get knowledge and skills in the particular subject. Most of this study material are providing free of cost. Click on the links below to access.

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