CS Professional Syllabus 2024 - Old & New Syllabus

Module 1

Paper-1: Governance, Risk Management, Compliances and Ethics

Paper-2: Advanced Tax Laws

Paper-3: Drafting, Pleadings and Appearances

Module 2

Paper 4: Secretarial Audit, Compliance Management and Due Diligence

Paper 5: (Part 1): Corporate Restructuring, Insolvency, Liquidation & Winding -up

Paper 5: (Part 2): Corporate Restructuring, Insolvency, Liquidation & Winding -up

Paper 6: Resolution of Corporate Disputes, Non-Compliances & Remedies

Module 3

Paper 7: Corporate Funding & Listings in Stock Exchanges

Paper 8: Multidisciplinary Case Studies

Electives

Paper 9.1: Banking Law and Practice

Paper 9.2: Insurance - Law and Practice

Paper 9.3: Intellectual Property Rights- Laws and Practice

Paper 9.4: Forensic Audit

Paper 9.5: Direct Tax Law & Practice

Paper 9.6: Labour Laws & Practice

Paper 9.7: Valuations & Business Modelling

Paper 9.8: Insolvency – Law and Practice

Name of the CS professional Paper

Contents

Module 1

Paper 1: Governance, Risk Management, Compliances and Ethics(Max Marks 100)

Part I: Governance (50 Marks)

Conceptual Framework of Corporate Governance

Legislative Framework of Corporate Governance in India

Board Effectiveness

Board Processes through Secretarial Standards

Board Committees

Corporate Policies & Disclosures

Directors’ Training, Development and familiarization

Performance Evaluation of Board and Management

Role of promoter/controlling shareholder, redressal against Oppression and Mismanagement.

Monitoring of group entities and subsidiaries.

Accounting and Audit related issues.

Related Party Transactions.

Vigil Mechanism/Whistleblower.

Corporate Governance and Shareholders’ Rights.

Corporate Governance and other Stakeholders

Governance and Compliance Risk

Corporate Governance Forums

Parameters of Better Governed Companies

Dealing with Investor Associations, Proxy Services Firms and Institutional Investors

Family Enterprise and Corporate Governance

Part II: Risk Management (20 Marks)

Risk Identification, Mitigation and Audit

Part III: Compliance (20 Marks)

Compliance Management

Internal Control

Reporting

Website Management

Part IV: Ethics & Sustainability (10 Marks)

Ethics & Business

Sustainability

Models / Approaches to measuring Business Sustainability

Indian and contemporary Laws relating to Anti-bribery

Paper 2: Advanced Tax Laws (Max Marks 100)

Part I: GST and Customs Laws

Goods and Service Tax ‘GST’ (60 Marks)

An Overview on Goods and Services Tax ‘GST’

Supply

Input Tax Credit & Computation of GST Liability

Procedural Compliance under GST

Demand and Recovery, Advance Ruling, Appeals and Revision.

Inspection, search, seizure, offences & penalties.

Compliance rating, anti-profiteering, GST practitioners, authorised representative, professional opportunities.

Integrated Goods and Service Tax (IGST).

Union Territory Goods and Service Tax (UTGST)

GST Compensation to States.

Industry/ Sector Specific Analysis

Customs Law (10 Marks)

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

Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties: Advance Ruling; Appeal and

Revision; Offences and Penalties; Prosecution; Settlement of Cases.

Foreign Trade Policy (FTP) to the extent relevant to Indirect tax

Part II: Direct Tax & International Taxation (30 Marks)

Corporate Tax Planning & Tax Management

Taxation of Companies, LLP and Non-resident

General Anti Avoidance Rules ‘GAAR’

Basics of International Taxation

• Transfer Pricing

• Place of Effective Management (POEM)

Tax Treaties.

Income Tax Implication on specified transactions

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

Judicial & Administrative framework

General Principles of Drafting and relevant Substantive Rules

Secretarial Practices & Drafting

Drafting and Conveyancing Relating to Various Deeds and Agreements

Drafting of agreements, documents and deeds

Pleadings

Art of Writing Opinions

Appearances & Art of Advocacy

Module 2

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

Part I: Compliance Management (40 Marks)

Compliance Framework

Compliances

a) Entity wise

b) Activity wise

c) Sector-wise

d) Industry Specific

e) State and Local applicable laws

Documentation & maintenance of records

Search and Status Report

KYC

Signing and Certification

Segment-wise Role of Company Secretaries

Part II: Secretarial Audit & Due Diligence (60 Marks)

Audits

Secretarial Audit

Internal Audit & Performance Audit

Concepts and Principles of Other Audits

Audit Engagement

Audit Principles and Techniques

Audit Process and Documentation

Forming an Opinion & Reporting

Secretarial Audit – Fraud detection & Reporting

Quality Review

Values Ethics and Professional Conduct

Due Diligence

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

Part I: Corporate Restructuring (50 Marks)

Types of Corporate Restructuring

Acquisition of Company/ Business

Planning & Strategy

Process of M&A transactions

Documentation–Merger & Amalgamation

Valuation of Business and Assets for Corporate Restructuring

Accounting in Corporate Restructuring—Concept and Accounting Treatment

Taxation & Stamp Duty aspects of Corporate Restructuring

Competition Act

Regulatory approvals of scheme

Appearance before NCLT / NCLAT.

Fast Track Mergers: Small companies, Holding and wholly-owned companies.

Cross Border Mergers

Part II: Insolvency & Liquidation (50 Marks)

Insolvency

Petition for Corporate Insolvency Resolution Process

Role, Functions and Duties of IP/ IRP/ RP

Resolution Strategies

Convening and Conduct of Meetings of Committee of Creditors

Preparation & Approval of Resolution Plan

Individual/ Firm Insolvency

Fresh Start Process

Debt Recovery & SARFAESI

Cross Border Insolvency

Liquidation on or after failing of RP

Voluntary Liquidation

Winding-up by Tribunal under the Companies Act, 2013

Paper 6: Resolution of Corporate Disputes, Non-Compliance & Remedies (Max Marks 100)

Shareholders’ Democracy Rights

Corporate Disputes

Fraud under Companies Act and IPC

Misrepresentation & Malpractices

Regulatory Action

Defaults, Adjudication, prosecutions and penalties under the Companies Act, Securities Laws, FEMA, COFEPOSA, Money

Laundering, Competition Act, Labour Laws & Tax Laws.

Fines, Penalties and Punishments under various laws.

Civil and Criminal Trial Procedure and Process

Relief and Remedies

Module 3

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

Part-A: Corporate Funding (60 Marks)

Indian Equity- Public Funding:

Indian Equity- Private funding

Indian equity- Non-Fund based

Debt Funding – Indian Fund Based

Debt Funding – Indian Non-fund Based

Foreign Funding - Instruments & Institutions

Other Borrowings Tools

Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs) etc.

Securitization

Part B: Listing (40 Marks)

Listing–Indian Stock Exchanges

International Listing

Various Procedural requirements for the issue of securities and Listing.

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.

Documentation & Compliances.

Paper 8: Multidisciplinary Case Studies(Max Marks 100)

Case studies mainly on the following areas:

• Corporate Laws including Company Law

• Securities Laws

• FEMA and other Economic and Business Legislations

• Insolvency Law

• Competition Law

• Business Strategy and Management

• Interpretation of Law

• Governance Issues.

Elective Paper 9.1

Banking – Law & Practice(Max Marks 100)

Overview of Indian Banking System

Regulatory Framework of Banks

Control over Organization of Banks

Regulation of Banking Business

Banking operations

IT in Banking

Payment and Collection of Cheques and Other Negotiable Instruments

Case Laws on Responsibility of Paying Bank

Case Laws on Responsibility of Collecting Bank

Various Government Schemes

Consumer Protection

Loans and Advances

Securities for Banker’s Loans

Documentation

Calculation of Interest and Annuities

Calculation of YTM

Foreign Exchange Arithmetic

Non Performing Assets

Final Accounts of Banking Companies

Risk Management in Banks and Basel Accords

Elective Paper 9.2: Insurance – Law & Practice (Max Marks 100)

Concept of Insurance: Risk Management

Life Insurance – Practices

Life Insurance – Underwriting

Applications of Life Insurance

Life Insurance – Finance

Health Insurance

General Insurance - Practices and Procedures

Fire & Consequential Loss Insurance

Marine Insurance

Agricultural Insurance

Motor Insurance

Liability Insurance

Aviation Insurance

Risk Management

Corporate Governance for Insurance Companies

Elective 9.3: Intellectual Property Rights: Laws and Practices (Max Marks 100)

Introduction

Types of Intellectual Property- Origin and Development- An Overview

Role of International Institutions

Patents

Indian Patent Law

Patent Databases & Patent Information System

Preparation of Patent Documents

Process for Examination of Patent Application

Patent Infringement

Recent Developments in Patent System

Trademarks

Copyrights

Industrial Designs

Geographical Indications

Layout- Designs of Integrated Circuits

The Protection of Plant Varieties and Farmers’ Rights

Protection of Trade Secrets.

Key Business Concerns in Commercializing Intellectual Property Rights

Case Laws, Case Studies and Practical Aspects.

Elective 9.4: Forensic Audit (Max Marks 100)

Introduction

Fraud and Audit

Audit and Investigations

Forensic Audit: Laws and Regulations

Forensic Audit and Indian Evidence Law

Cyber Forensics

Case Laws, Case Studies and Practical Aspects

Elective Paper 9.5: Direct Tax Laws & Practice(Max Marks 100)

An Overview of Income Tax Act, 1961

Computation of Income under the head of Salary

Computation of Income under the head of House Property

Computation of Income - Profits and Gains from Business and Profession

Computation of Income under the head of Capital Gains

Computation of Income from Other Sources

Exemptions/Deduction, Clubbing provisions, Set-Off and/or Carry Forward of Losses, Rebate and Relief

Computation of Total Income and Tax Liability

TDS/TCS, Returns, Refund & Recovery

Tax Planning & Tax Management

International Taxation – An Overview

Recent Case Laws

Elective Paper 9.6: Labour Laws & Practice(Max Marks 100)

Constitution and Labour Laws

International Labour Organization

Law of Welfare & Working Condition

Law of Industrial Relations

Law of Wages

Social Security Legislations

The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments)

Act, 1988

Labour Codes

Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts

Elective Paper 9.7: Valuations & Business Modelling (Max Marks 100)

Part I: Valuations (70 Marks)

Overview of Business Valuation

Purpose of Valuation

International Valuation Standards Overview.

Valuation guidance resources in India

Business Valuation Methods

Steps to establish the Business Worth

Valuation of Tangibles

Valuation of Intangibles

Accounting for share-based payment (Ind AS102)

Valuation during Mergers & Acquisitions.

Valuation of various magnitudes of Business Organizations

Valuation of Business during Distressed Sale.

Part- II: Business Modelling (30 Marks)

Introduction to Business Modelling

Business Model Analysis: Facets of Analysis

Elective Paper 9.8: Insolvency – Law and Practice(Max Marks 100)

Insolvency – Concepts and Evolution

Introduction to Insolvency and Bankruptcy Code:

Corporate Insolvency Resolution Process:

Insolvency Resolution of Corporate Persons

Resolution Strategies

Fast Track Corporation Insolvency Resolution Process

Liquidation of Corporate Person

Voluntary Liquidation of Companies

Adjudication and Appeals for Corporate Persons

Debt Recovery and Securitization

Winding-Up by Tribunal

Cross Border Insolvency

Insolvency Resolution of Individual and Partnership Firms

Bankruptcy Order for Individuals and Partnership firms

Bankruptcy for Individuals and Partnership Firms

Fresh Start Process

Professional and Ethical Practices for Insolvency Practitioners

Mode of CS Executive Exam

Offline i.e. pen paper-based

Total Duration

3 hours

No. of Modules

Three modules (new syllabus)

Total Papers

9 (8 compulsory and 1 elective)

Marking Scheme

• Two marks for each correct answer

• No negative marking

No. of Questions

50 questions per paper

Nature of Questions

Descriptive (Papers 8 and 9 are open-book exams)