CS Professional

CS Professional Resolution of Corporate Disputes Non Compliances & Remedies Notes Study Material Important Questions

• Chapter 1 Shareholders’ Democracy
• Chapter 2 Corporate Disputes
• Chapter 3 Class Action Suits
• Chapter 4 Fraud under Companies Act, 2013 and Indian Penal Code, 1860
• Chapter 5 Regulatory Action
• Chapter 6 Adjudication, Prosecutions, Offences and Penalties
• Chapter 7 Relief and Remedies
• Chapter 8 Crisis Management & Risk and Liability Mitigation
• Chapter 9 Misrepresentation and Malpractices-Civil and Criminal Trial Procedure

CS Professional Resolution of Corporate Disputes Non Compliances & Remedies Syllabus

CS Professional Resolution of Corporate Disputes Non Compliances & Remedies Chapter Wise Weightage

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

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.
2. 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.
Case Laws, Case Studies and Practical aspects

CS Professional Study Material

CS Professional Insolvency Law and Practice Notes Study Material Important Questions

• Chapter 1 Insolvency Concepts and Evolution
• Chapter 2 Introduction to Insolvency and Bankruptcy Code
• Chapter 3 Corporate Insolvency Resolution Process
• Chapter 4 Insolvency Resolution of Corporate Persons
• Chapter 5 Resolution Strategies
• Chapter 6 Fast Track Corporation Insolvency Resolution Process
• Chapter 7 Liquidation of Corporate Person
• Chapter 8 Voluntary Liquidation of Companies
• Chapter 9 Adjudication and Appeals for Corporate Persons
• Chapter 10 Debt Recovery and Securitization
• Chapter 11 Winding-Up by Tribunal
• Chapter 12 Cross Border Insolvency
• Chapter 13 Insolvency Resolution of Individual and Partnership Firms
• Chapter 14 Bankruptcy Order for Individuals and Partnership Firms
• Chapter 15 Bankruptcy for Individuals and Partnership Firms
• Chapter 16 Fresh Start Process
• Chapter 17 Professional and Ethical Practices for Insolvency Practitioners

CS Professional Insolvency Law and Practice Syllabus

CS Professional Insolvency Law and Practice Chapter Wise Weightage

Professional Programme Module 3
Elective Paper 9.8 Insolvency – Law and Practice (Max. Marks 100)
Syllabus

Objective
To acquire expert knowledge of the legal, procedural, and practical aspects of Insolvency and its resolution.

Detailed Contents
1. Insolvency – Concepts and Evolution: Bankruptcy/Insolvency– the Concept; Historical Developments of Insolvency Laws in India; A Brief on Historical Background on UK Insolvency Framework; US Bankruptcy Laws.
2. Introduction to Insolvency and Bankruptcy Code: Historical Background; Report of the Bankruptcy Law Reforms Committee, Need for the Insolvency and Bankruptcy Code, 2016; Overall scheme of the Insolvency and Bankruptcy Code; Important Definitions; Institutions under Insolvency and Bankruptcy Code, 2016.
3. Corporate Insolvency Resolution Process: Legal Provisions; Committee of Creditors; Procedure; Documentation; Appearance; Approval.
4. Insolvency Resolution of Corporate Persons: Contents of the resolution plan; Submission of the resolution plan; Approval of resolution plan.
5. Resolution Strategies: Restructuring of Equity and Debt; Compromise and Arrangement; Acquisition; Takeover and Change of Management; Sale of Assets.

6. Fast Track Corporation Insolvency Resolution Process: Applicability for fast track process; Time period for completion of fast track process; Procedure for fast track process.
7. Liquidation of Corporate Person: Initiation of Liquidation; Powers and duties of Liquidator; Liquidation Estate; Distribution of assets; Dissolution of the corporate debtor.
8. Voluntary Liquidation of Companies: Procedure for Voluntary Liquidation; Initiation of Liquidation; Effect of Liquidation; Appointment; Remuneration; Powers and duties of Liquidator; Completion of Liquidation.
9. Adjudication and Appeals for Corporate Persons: Adjudicating Authority in relation to insolvency resolution and liquidation for corporate persons; Jurisdiction of NCLT; Grounds for appeal against the order of liquidation; Appeal to Supreme Court on the question of law; Penalty of carrying on business fraudulently to defraud traders.

10. Debt Recovery and Securitization: Non-performing assets; Asset Reconstruction Companies [ARC]; Security Interest (Enforcement) Rules, 2002; Options available with banks e.g. SARFAESI, DRT, etc., Application to the Tribunal/Appellate Tribunal.
11. Winding-Up by Tribunal: Introduction; Is winding up and dissolution synonymous? Winding up under the Companies Act, 2013; Powers of the Tribunal; Fraudulent preferences.
12. Cross Border Insolvency: Introduction; Global developments; UNCITRAL Legislative Guide on Insolvency Laws; UNCITRAL Model Law on Cross Border Insolvency; US Bankruptcy Code; World Bank Principles for Effective Insolvency and Creditor Rights; ADB principles of Corporate Rescue and Rehabilitation; Enabling provisions for cross border transactions under IBC, Agreements with foreign countries.
13. Insolvency Resolution of Individual and Partnership Firms: Application for insolvency resolution process; Procedural aspects; Discharge order.

14. Bankruptcy Order for Individuals and Partnership firms: Bankruptcy if insolvency resolution process fails; Application for bankruptcy; Conduct of meeting of creditors; Discharge order; Effect of the discharge order.
15. Bankruptcy for Individuals and Partnership Firms: Background; Overview of the provisions; Adjudicating Authority; Appeal against the order of DRT; Appeal to Supreme Court.
16. Fresh Start Process: Background; Application for fresh start order; Procedure after receipt of application; Discharge order.
17. Professional and Ethical Practices for Insolvency Practitioners: Responsibility and Accountability of Insolvency Practitioners; Code of Conduct; Case laws; Case Studies; and Practical Aspects.

CS Professional Study Material

CS Professional Labour Laws and Practice Notes Study Material Important Questions

• Chapter 1 Constitution and Labour Laws
• Chapter 2 International Labour Organization
• Chapter 3 Law of Welfare & Working Condition
  • Chapter 3(A) Factories Act, 1948
  • Chapter 3(B) The Contract Labour Act, 1970
  • Chapter 3(C) The Building and Other Construction Workers Act, 1996
  • Chapter 3(D) The Mines Act, 1952
  • Chapter 3(E) Working Journalists and Other Newspaper Employees and Miscellaneous Provisions Act, 1955
  • Chapter 3(F) Weekly Holidays Act, 1942
  • Chapter 3(G) The Sexual Harassment of Women at Workplace Act, 2013
  • Chapter 3(H) The Child and Adolescent Labour Act, 1986
• Chapter 4 Law of Industrial Relations
  • Chapter 4(A) Industrial Disputes Act, 1947
  • Chapter 4(B) The Plantations Labour Act, 1951
  • Chapter 4(C) The Industrial Employment Act, 1946
  • Chapter 4(D) The Trade Union Act, 1926
• Chapter 5 Law of Wages
  • Chapter 5(A) Payment of Wages Act, 1936
  • Chapter 5(B) Minimum Wages Act, 1948
  • Chapter 5(C) Payment of Bonus Act, 1965
  • Chapter 5(D) Equal Remuneration Act, 1976
• Chapter 6 Social Security Legislations
  • Chapter 6(A) Employees’ Compensation Act, 1923
  • Chapter 6(B) Employees’ State Insurance Act, 1948
  • Chapter 6(C) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
  • Chapter 6(D) Payment of Gratuity Act, 1972
  • Chapter 6(E) Maternity Benefit Act, 1961
  • Chapter 6(F) The Unorganised Workers’ Social Security Act, 2008
  • Chapter 6(G) Apprentices Act, 1961
  • Chapter 6(H) Employment Exchanges Act, 1959
• Chapter 7 The Labour Laws Act, 1988
• Chapter 8 Labour Codes
• Chapter 9 Industrial and Labour Laws Audit

CS Professional Labour Laws & Practice Syllabus

CS Professional Forensic Audit Chapter Wise Weightage

Professional Programme Module 3
Elective Paper 9.6 Labour Laws & Practice (Max Marks 100)
Syllabus

Objective:
To acquire expert knowledge, understanding and application of Labour Laws.

Detailed Contents
1. Constitution and Labour Laws: Fundamental rights vis-à-vis labour laws, Equality before law and its application in Labour Laws, Equal pay for equal work; and Article-16 and reservation policies, Articles 19, 21, 23 and 24 and its implications.
2. International Labour Organization: Aims and objects; Cooperation between governments and employers’ and workers’ organizations in fostering social and economic progress; Setting labour standards, developing policies and devising programmes to promote decent work.

3. Law of Welfare & Working Condition: The Factories Act, 1948; Contract Labour (Regulation and Abolition) Act, 1970; The Building and Other Constructions Workers’ (Regulation of Employment and Conditions of Service) Act, 1996; The Mines Act, 1952; The Working Journalists and Other Newspapers Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955; The Weekly Holidays Act, 1942; Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; The Child and Adolescent Labour (Prohibition and Regulation) Act, 1986.
4. Law of Industrial Relations: Industrial Disputes Act, 1947 (downsizing, retrenchment, lay-off, bench employees and termination) & Industrial discipline and domestic inquiry. The Industrial Disputes (Central) Rules,1957; The Plantation Labour Act, 1951; The Industrial Employment (Standing Orders) Rules, 1946; Industrial Employment (Standing Orders) Act, 1946; The Industrial Employment (Standing Orders) Act, 1946; Indian Trade Union Act, 1926; The Trade Unions (Amendments) Act, 2001.

5. Law of Wages: Payment of Wages Act, 1936; Minimum Wages Act, 1948; Payment of Bonus Act, 1965; Equal Remuneration Act, 1976.
6. Social Security Legislations: Employees’ Compensation Act, 1923; Employees Compensation (Amendment) Act, 2017; Equal Remuneration Act, 1976; Employees’ State Insurance Act, 1948; Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; Payment of Gratuity Act, 1972; Maternity Benefit Act, 1961; Maternity Benefit (Amendment) Act, 2017; The Payment of Gratuity Act, 1972; The Unorganized Workers’ Social Security Act, 2008; Apprentices Act, 1961; Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959.

7. The Labour Laws (Simplification of Procedure for Furnishing Returns and Maintaining Registers by Certain Establishments) Act, 1988.
8. Labour Codes: Labour Code on Wages; Labour Code on Industrial Relations; Labour Code on Social Security & Welfare; Labour Code on Safety &Working Conditions.
9. Industrial and Labour Laws Audit covering the above Acts and other Industry Specific Acts.
Case laws, Case Studies and Practical Aspects.

CS Professional Study Material

CS Professional Banking Law and Practice Notes Study Material Important Questions

• Chapter 1 Overview of Indian Banking System
• Chapter 2 Regulatory Framework of Banks
• Chapter 3 Control Over Organization of Banks
• Chapter 4 Regulation of Banking Business
• Chapter 5 Banking Operations
• Chapter 6 IT in Banking
• Chapter 7 Payment and Collection of Cheques and Other Negotiable Instruments
• Chapter 8 Case Laws on Responsibility of Paying Bank
• Chapter 9 Case Laws on Responsibility of Collecting Bank
• Chapter 10 Various Government Schemes
• Chapter 11 Consumer Protection
• Chapter 12 Loans and Advances
• Chapter 13 Securities for Banker’s Loans
• Chapter 14 Documentation
• Chapter 15 Calculation of Interest and Annuities
• Chapter 16 Calculation of YTM
• Chapter 17 Introduction to Foreign Exchange
• Chapter 18 Non-Performing Assets
• Chapter 19 Final Accounts of Banking Companies
• Chapter 20 Risk Management in Banks and Basel Accords
• Chapter 21 Audits in Banks
• CS Professional Banking Law and Practice Glossary of Important Terms

CS Professional Banking Law and Practice Syllabus

CS Professional Banking Law and Practice Chapter Wise Weightage

Professional Programme Module 3
Elective Paper 9.1 Banking – Law & Practice (Max Marks 100)

Objective
To develop a robust knowledge base pertaining to significant facets of Banking Sector among those students who wish to pursue a career in the Banking Sector.

1. Overview of Indian Banking System: Indian Banking System – Evolution; RBI and its Role; Structure of Banks in India; Commercial Banks; Co-operative Banking System; Development Banks; NBFCs.
2. Regulatory Framework of Banks: Constitution, Objectives, Functions & Powers of RBI; Tools of Monetary Control; Regulatory Restrictions on Lending; Business of Banking; Constitution of Banks; RBI Act, 1934; Banking Regulation Act, 1949; Role of RBI; Govt. as a Regulator of Banks; Control over Co-operative Banks; Regulation by other Authorities.
3. Control over Organization of Banks: Licensing of Banking Companies; Branch Licensing; Paid up Capital and Reserves; Shareholding in Banking Companies; Subsidiaries of Banking Companies; Board of Directors; Chairman of Banking Company; Appointment of Additional Directors; Restrictions on Employment; Control over Management; Directors and Corporate Governance.

4. Regulation of Banking Business: Power of RBI to Issue Directions; Acceptance of Deposits; Nomination; Loans and Advances; Regulation of Interest Rate; Regulation of Payment Systems; Internet Banking Guidelines; Regulation of Money Market Instruments; Reserve Funds; Maintenance of CRR, SLR; Assets in India.
5. Banking Operations: Preparation of Vouchers, Cash Receipt, and Payment Entries, Clearing Inward and Outward Entries, Transfer Debit and Credit Entries; What is KYC and What are the Different to satisfy KYC; Verify KYC and authenticity of documents, Operational Aspects in Regard to Opening of All Types of accounts; Scrutiny of Loan Applications/Documents, Allowing Drawals and Accounting Entries involved at various stages, operational Aspects of CBS environment, etc.; Back Office Operations in Banks, Handling of Unreconciled Entries in Banks.
6. IT in Banking: Overview of Banking services and IT related Risk and Controls, Components and Architecture of CBS, Core Business Processes Flow and Relevant Risks and Controls Reporting System and MIS; Data Analytics and Business Intelligence.

7. Payment and Collection of Cheques and Other Negotiable Instruments: NI Act; Role & Duties of Paying & Collecting Banks; Endorsements; Forged Instruments; Bouncing of Cheques; Its Implications; Return of Cheques; Cheque Truncation System.
8. Case Laws on Responsibility of Paying Bank: Negotiable Instruments Act and Paying Banks; Liability of Paying Banker; Payment in Due Course; Payment in Good Faith; Whether Payment under Mistake Recoverable.
9. Case Laws on Responsibility of Collecting Bank: Statutory Protection to Collecting Bank; Duties of Collecting Bank.
10. Various Government Schemes: Pradhan Mantri Jan DhanYojana (PMJDY); SukhanyaSamridi Account; MUDRA Bank Yojana; Pradhan Mantri Jeevan Jyoti BeemaYojana (PMJJBY); Pradhan Mantri Suraksha BimaYojana (PMSBY); Atal Pension Scheme, etc.
11. Consumer Protection: Operational Aspects of Consumer Protection Act & Banking Ombudsman Scheme.
12. Loans and Advances: Different Types of Borrowers; Types of Credit Facilities- Cash Credit, Overdraft, Demand Loans, Term Loans, and Bill Finance.
13. Securities for Banker’s Loans: Types of Securities; Assignment; Lien; Set-off; Hypothecation; Pledge; Mortgage; Indemnities and Guarantees; Factoring; Bill discounting; Letter of Credit; Commercial Papers; Bank Guarantees; Book debts; Corporate Securities; Charges.

14. Documentation: Types of Documents; Procedure; Stamping; Securitisation.
15. Calculation of Interest and Annuities: Calculation of Simple Interest & Compound Interest; Calculation of Equated Monthly Installments; Fixed and Floating Interest Rates; Calculation of Annuities; Interest Calculation using Products/Balances; Amortisation of a Debt; Sinking Funds.
16. Calculation of YTM: Debt- Definition, Meaning & Salient Features; Loans; Introduction to Bonds; Terms associated with Bonds; Cost of Debt Capital; Bond value with semi-annual Interest; Current Yield on Bond; Calculation of Yield-to-Maturity of Bond; Theorems for Bond Value; Duration of Bond; Properties of Duration; Bond Price Volatility.
17. Foreign Exchange Arithmetic: Fundamentals of Foreign Exchange; Forex Markets; Direct and Indirect Quote; Some Basic Exchange Rate Arithmetic – Cross Rate, Chain Rule, Value date, etc.; Forward Exchange Rates – Forward Points; Arbitrage; Calculating Forward Points; Premium/discount; etc.

18. Non Performing Assets: Definition; Income Recognition; Asset Classification; Provisioning Norms; CDR Financial Inclusion BC; BF; Role of ICT in Financial Inclusion, Mobile based transactions, R SETI.
19. Final Accounts of Banking Companies: Definition and Functions of a Bank; Requirements of Banking Companies as to Accounts and Audit; Significant Features of Accounting Systems of Banks; Principal Books of Accounts; Preparation and Presentation of Financial Statements of Banks; CMA Format; Accounting Treatment of Specific Items; Preparation of Profit and Loss Account; Comments on Profit and Loss Account; Important Items of Balance Sheet; Disclosure Requirements of Banks; Additional Disclosures prescribed by RBI; Disclosures required under BASEL norms.
20. Risk Management in Banks and Basel Accords: Introduction to Risk Management; Credit Risk Management; Liquidity and Market Risk Management; Operational Risk Management; Risk Management Organisation; Reporting of Banking Risk; Risk Adjusted Performance Evaluation; Basel- I, II & III Accords.

CS Professional Study Material

CS Professional Advanced Tax Laws Notes Study Material Important Questions

• Chapter 1 An Overview on GST
• Chapter 2 Supply
• Chapter 3 Input Tax Credit & Computation of GST Liability
• Chapter 4 Procedural Compliance under GST
• Chapter 5 Demand and Recovery, Advance Ruling, Appeals and Revision
• Chapter 6 Inspection, Search, Seizure, Offences & Penalties
• Chapter 7 GST Practitioners, Authorised Representative, Professional Opportunities
• Chapter 8 Integrated Goods and Services Tax (IGST)
• Chapter 9 Union Territory Goods and Services Tax (UTGST)
• Chapter 10 GST Compensation to States
• Chapter 11 Industry/Sector Specific Analysis
• Chapter 12 Basic Concepts of Customs Law
• Chapter 13 Valuation & Assessment of Imported and Export Goods & Procedural Aspects
• Chapter 14 Arrival or Departure and Clearance of Goods, Warehousing, Duty Drawback, Baggage and Miscellaneous Provisions
• Chapter 15 Advance Ruling, Settlement Commission, Appellate Procedure, Offences and Penalties
• Chapter 16 Foreign Trade Policy (FTP)
• Chapter 17 Corporate Tax Planning & Tax Management
• Chapter 18 Taxation of Companies, LLP and Non-resident
• Chapter 19 General Anti Avoidance Rules ‘GAAR’
• Chapter 20 Basics of International Taxation
• Chapter 21 Tax Treaties
• Chapter 22 Income Tax Implication on Specified Transactions

CS Professional Advanced Tax Laws Syllabus

CS Professional Advanced Tax Laws Chapter Wise Weightage

Professional Programme Module 1 Paper 2
Advanced Tax Laws (Max Marks 100)
Syllabus

Objective:
Part I: To acquire expert subject knowledge, interpretational skills, and practical application of Customs and GST Laws.
Part II: To acquire expert knowledge on the practical application of Corporate taxation including International Taxation.

Detailed Contents
Indirect Taxes (70 Marks)
Part I: GST and Customs Laws

Goods and Services 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. Assessment, Audit, Scrutiny, Demand and Recovery, Advance Ruling, Appeals and Revision.
6. Inspection, search, seizure, offences & penalties.
7. GST practitioners, authorised representatives, and professional opportunities.
8. Integrated Goods and Services Tax (IGST).
9. Union Territory Goods and Services 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): 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)
17. Corporate Tax Planning & Tax Management: Tax Planning, Tax Management; Tax Avoidance v/s Tax Evasion; Areas of Corporate Tax Planning; Tax Planning Management Cell.
18. 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.
19. 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.
20. 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.
21. Tax Treaties.
22. 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.

CS Professional Study Material

CS Professional Corporate Restructuring Insolvency Liquidation & Winding Up Notes Study Material Important Questions

Part I – Corporate Restructuring

• Chapter 1 Types of Corporate Restructuring
• Chapter 2 Acquisition of Company/Business
• Chapter 3 Planning and Strategy
• Chapter 4 Process of M&A Transactions
• Chapter 5 Documentation-Merger & Amalgamation
• Chapter 6 Valuation of Business and Assets for Corporate Restructuring
• Chapter 7 Accounting in Corporate Restructuring
• Chapter 8 Taxation & Stamp Duty Aspects of Corporate Restructuring
• Chapter 9 Competition Act
• Chapter 10 Regulatory Approvals of Scheme
• Chapter 11 Appearance before NCLT/NCLAT
• Chapter 12 Fast Track Mergers
• Chapter 13 Cross Border Mergers

Part II: Insolvency, Liquidation & Winding-Up (50 Marks)

• Chapter 14 Insolvency
• Chapter 15 Petition for Corporate Insolvency Resolution Process
• Chapter 16 Role, Functions and Duties of IP/IRP/RP
• Chapter 17 Resolution Strategies
• Chapter 18 Convening and Conduct of Meetings of Committee of Creditors
• Chapter 19 Preparation & Approval of Resolution Plan
• Chapter 20 Individual/Firm Insolvency
• Chapter 21 Fresh Start Process
• Chapter 22 Debt Recovery & SARFAESI
• Chapter 23 Cross Border Insolvency
• Chapter 24 Liquidation on or after Failing of Resolution Plan
• Chapter 25 Voluntary Liquidation
• Chapter 26 Winding-up by Tribunal under the Companies Act, 2013
• Chapter 27 Pre-Packaged Insolvency Resolution Process

CS Professional Corporate Restructuring, Insolvency, Liquidation & Winding-up Syllabus

CS Professional Corporate Restructuring Insolvency Liquidation & Winding Up Chapter Wise Weightage

Professional Programme Module 2 Paper 5
Corporate Restructuring, Insolvency Liquidation & Winding-Up (Max Marks 100)
Syllabus

Objective
Part I: To provide expert knowledge of legal, procedural and practical aspects of Corporate Restructuring, Merger & Acquisitions, 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 the 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 the 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
Case Laws/Case Studies/Practical Aspects

Part II: Insolvency, Liquidation & Winding-Up (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 the 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 the meeting of creditors.

19. Preparation & Approval of Resolution Plan: Contents of the resolution plan; Submission of the 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 a 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 Resolution Plan: Initiation of Liquidation; Distribution of assets; Dissolution of the 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.
Case Laws, Case Studies, and Practical aspects.

CS Professional Study Material

CS Professional Secretarial Audit, Compliance Management and Due Diligence Notes Study Material Important Questions

• Chapter 1 Compliance Framework
• Chapter 2 Compliances
• Chapter 3 Documentation & Maintenance of Records
• Chapter 4 Search and Status Report
• Chapter 5 Know Your Customers (KYC)
• Chapter 6 Signing and Certification
• Chapter 7 Segment-wise Role of Company Secretaries
• Chapter 8 Audits
• Chapter 9 Secretarial Audit
• Chapter 10 Internal Audit and Performance Audit
• Chapter 11 Concepts and Principles of Other Audits
• Chapter 12 Audit Engagement
• Chapter 13 Audit Principles and Techniques
• Chapter 14 Audit Process and Documentation
• Chapter 15 Forming an Opinion & Reporting
• Chapter 16 Secretarial Audit-Fraud Detection and Reporting
• Chapter 17 Quality Review
• Chapter 18 Values, Ethics and Professional Conduct
• Chapter 19 Due Diligence-I
• Chapter 20 Due Diligence-II Non Compliances, Penalties and Adjudications

CS Professional Secretarial Audit, Compliance Management and Due Diligence Syllabus

CS Professional Secretarial Audit Compliance Management and Due Diligence Chapter Wise Weightage

PROFESSIONAL PROGRAMME Module 2 Paper 4
SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT AND DUE DILIGENCE (100 Marks)
SYLLABUS

Objective
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 Audits 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, and 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 clients, 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. Non-compliance; 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-I: 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 – II – Non Compliances, Penalties and Adjudications: Impact Assessment of Non Compliances and Reporting thereof.
Case Laws, Case Studies & Practical Aspects.

CS Professional Study Material

CS Professional Valuations and Business Modelling Notes Study Material Important Questions

• Chapter 1 Overview of Business Valuation
• Chapter 2 Purpose of Valuation
• Chapter 3 International Valuation Standards Overview
• Chapter 4 Valuation Guidance Resources in India
• Chapter 5 Business Valuation Methods
• Chapter 6 Steps to Establish the Business Worth
• Chapter 7 Valuation of Tangibles
• Chapter 8 Valuation of Intangibles
• Chapter 9 Accounting for Share based Payment (IND AS 102)
• Chapter 10 Valuation during Mergers & Acquisitions
• Chapter 11 Valuation of Various Magnitudes of Business Organizations
• Chapter 12 Valuation of Business during Distressed Sale
• Chapter 13 Introduction to Business Modelling
• Chapter 14 Business Model Analysis

CS Professional Valuations and Business Modelling Syllabus

CS Professional Valuations and Business Modelling Chapter Wise Weightage

Professional Programme Module 3
Elective Paper 9.7
Valuations & Business Modelling (Max. Marks 100)
Syllabus

Objectives:
Part I: To develop a reservoir of knowledge on valuation which can assist the Company Secretaries in undertaking valuation assignments as a Registered Valuer under the Companies Act, 2013 including for Mergers and Acquisitions, Issue of Shares, Winding up of Business, and during Distressed Sales.
Part II: To assist the student in comprehending the concept of Business Modelling, its vital components, and the steps involved in preparing a Business Model, and Business Models for the varied magnitude of business organizations.

Part I: Valuations (70 Marks)
Detailed Contents
1. Overview of Business Valuation: Genesis of Valuation; Need for Valuation; Hindrances/Bottlenecks in Valuation; Business Valuation Approaches; Principles of Valuation (Cost, Price, and Value).
2. Purpose of Valuation: M&A, Sale of Business, Fund Raising, Voluntary Assessment; Taxation; Finance; Accounting; Industry perspective; Statutory Dimension; Society Angle.
3. International Valuation Standards Overview.
4. Valuation guidance resources in India.

5. Business Valuation Methods: Discounted Cash Flow Analysis (DCF); Comparable transactions method; Comparable Market Multiples method; Market Valuation; Economic Value Added Approach; Free Cash Flow to Equity; Dividend Discount Model; Net Asset Valuation; Relative Valuation; Overview of Option Pricing Valuations.
6. Steps to establish the Business Worth: Planning and Data Collection; Data Analysis and Valuation including review and analysis of Financial Statements; Industry Analysis; Selecting the Business Valuation Methods; Applying the selected Valuation Methods; Reaching the Business Value Conclusion.
7. Valuation of Tangibles: Overview of Immovable Properties; Plant & Machinery; Equipment; Vehicles; Capital Workin-Progress; Industrial Plots; Land and Buildings; Vessels, Ships, Barges, etc.

8. Valuation of Intangibles: Definition of Intangible Assets; Categorization of Intangibles- Marketing Related (Trademarks, Trade names, Certification marks, Internet domains, etc.), Customer or Supplier Related (Advertising Agreements, Licensing, Royalty Agreements, Servicing Contracts, Franchise Agreements), Technology Related (Contractual or non-contractual rights to use: Patented or Unpatented Technologies, Data Bases, Formulae, Designs, Softwares, Process), Artistic Related (Royalties from artistic works: Plays, Books, Films, Music).
9. Accounting for share based payment (Ind AS 102).
10. Valuation during Mergers & Acquisitions.
11. Valuation of various magnitudes of Business Organizations: Large Companies, Small Companies, Start-Ups, Micro Small, and Medium Enterprises.
12. Valuation of Business during Distressed Sale.

Part II: Business Modelling (30 Marks)
13. Introduction to Business Modelling: Genesis, Meaning; Features; Significance; Usage; Spreadsheet Techniques (Effective use of spreadsheets for modeling, Review of key Excel Functions like building Macros, Decisions involving Time Value of Money); Report and analysis historical data, Prepare future projections and present integrated financial statements, Key financial ratios and Outputs in a logical, summarized and effective manner.
14. Business Model Analysis: Facets of Analysis: Revenues: Cash flows and their timing and Revenue drivers, Expenses; Cash flows and their timing, Investment required through cash flow breakeven; Working Capital, Maximum financing required and cash flow breakeven timing, Sensitivity Analysis; Key success factors, Structuring and designing models.

CS Professional Forensic Audit Notes Study Material Important Questions

• Chapter 1 Forensic Audit Introduction
• Chapter 2 Fraud and Audit
• Chapter 3 Audit and Investigations
• Chapter 4 Forensic Audit: Laws and Regulations
• Chapter 5 Forensic Audit and Indian Evidence Law
• Chapter 6 Cyber Forensics
• Chapter 7 Case Laws, Case Studies and Practical Aspects

CS Professional Forensic Audit Syllabus

CS Professional Forensic Audit Chapter Wise Weightage

Professional Programme Module 3
Paper 9.4 Forensic Audit (Max Marks 100)
Syllabus

Objective:
To understand and analyse the concept of Corporate Fraud and Forensics Audit in the contemporary world along with the legal mechanism to counter corporate fraud and understand Forensic Audit and its methods.

Detailed Contents:
1. Introduction: What is Fraud, Meaning and Definition under the Companies Act, 2013 and Criminal Procedure Code, 1973, Elements of Fraud, What is Audit; Forensic Audit, Need and Objectives, Fraud and Forensic Audit, Forensic Audit vis-a-vis Audit.
2. Fraud and Audit: Modern Day Scenario, Fundamentals of Forensic Audit, Fraud related Concepts, Kinds of Frauds, Corporate Frauds: An Insight, Live Cases, Directors’ Responsibilities.
3. Audit and Investigations: Tools for handling Forensic Audit and the Role of Company Secretary, Investigation Mechanism, Field Investigations, Methods of Investigations, Red Flags, Green Flags.

4. Forensic Audit: Laws and Regulations: Information Technology and Business Laws, International Laws and Practices; UK Bribery Act, US Foreign Corrupt Practices Act, Indian Laws, ICSI Anti Bribery Code.
5. Forensic Audit and Indian Evidence Law: Finding Facts, Relevant Facts, Admission of Evidence, Methods to Prove Cases.
6. Cyber Forensics: Introduction to Cyber Crime, International Guidance to Cyber Forensics Laws, Digital Forensics and Cyber Laws, Introduction to Data Extraction, Digital Forensics and Cyber Crime, Ethical Hacking, Digital Incident Response, Case Laws: Indian and International.
7. Case Laws, Case Studies and Practical Aspects.

CS Professional Study Material

CS Professional Drafting, Pleadings and Appearances Notes Study Material Important Questions

• Chapter 1 Judicial and Administrative Framework
• Chapter 2 General Principles of Drafting and Relevant Substantive Rules
• Chapter 3 Secretarial Practice in Drafting Notice, Agenda and Minutes of Company’s Meetings
• Chapter 4 Drafting and Conveyancing Relating to Various Deeds and Documents-I
• Chapter 5 Drafting and Conveyancing Relating to Various Deeds and Documents-II
• Chapter 6 Drafting and Conveyancing Relating to Various Deeds and Documents-III
• Chapter 7 Drafting and Conveyancing Relating to Various Deeds and Documents-IV
• Chapter 8 Drafting of Agreements under the Companies Act
• Chapter 9 Pleadings
• Chapter 10 Art of Writing Opinions
• Chapter 11 Appearances & Art of Advocacy

CS Professional Drafting, Pleadings and Appearances Syllabus

CS Professional Drafting Pleadings and Appearances Chapter Wise Weightage

Professional Programme Module 1 – Paper 3
Drafting, Pleadings and Appearances (Max Marks 100)
Syllabus

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, codes 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 Agendas for meetings; Drafting and recording of minutes.

4. Drafting and Conveyancing Relating to Various Deeds and Agreements: Conveyancing in General, Object of Conveyancing- Drafting 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, Nondisclosure 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; the 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.
Case laws, Case studies & Practical Aspects

CS Professional Study Material

CS Professional Corporate Funding and Listing in Stock Exchanges Notes Study Material Important Questions

• Chapter 1 Indian Equity-Public Funding
• Chapter 2 Real Estate Investment Trust
• Chapter 3 Infrastructure Investment Trusts
• Chapter 4 Indian Equity-Private Funding
• Chapter 5 Indian Equity-Non Fund Based
• Chapter 6 Debt Funding-Indian Fund Based (Corporate Debt)
• Chapter 7 Debt Funding-Indian Fund Based (Government Debt & Banking Finance)
• Chapter 8 Debt Funding-Indian Non Fund Based
• Chapter 9 Foreign Funding-Instruments & Institutions
• Chapter 10 Inter-Corporate Loans and Investment/Deposit
• Chapter 11 Non-Convertible Redeemable Preference Shares
• Chapter 12 Securitization
• Chapter 13 Listing-Indian Stock Exchanges
• Chapter 14 International Listing
• Chapter 15 Preparing a Company for an IPO and Governance Requirements
• Chapter 16 Documentation

CS Professional Corporate Funding and Listing in Stock Exchanges Syllabus

CS Professional Corporate Funding and Listing in Stock Exchanges Chapter Wise Weightage

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

Objective
Part I: To provide practical knowledge of finance available to corporates at their various stages of the 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 I: 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 the Companies Act; Customer Advances/Deposits.
8. Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs) etc.
9. Securitization.

Part II: 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; NASDAQ-NGSM, NCM, NGM; London Stock Exchange-Main, AIM; U S Securities and Exchange Commission.
12. Various Procedural requirements for the issue of securities and Listing.
13. Preparing a Company for an IPO and Governance requirements after that, Appraising the Board and other organizational functions regarding the Post IPO/Listing Governance changes.
14. Documentation & Compliances.
Case Studies and Practical Aspects

CS Professional Study Material