| Module |
Subject Name |
Important Topics |
| Module-1 |
Governance, Risk Management, Compliances and Ethics |
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/Whistle blower.
- 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.
**Case Laws, Case Studies & Practical Aspects |
| Part II: Risk Management (20 Marks) |
- Risk Identification, Mitigation and Audit
** Case Studies & Practical Aspects |
| Part III: Compliance (20 Marks) |
- Compliance Management
- Internal Control
- Reporting
- Website Management
**Case Studies & Practical Aspects |
| Part IV: Ethics & Sustainability (10 Marks) |
- Ethics & Business
- Sustainability
- Models / Approaches to measure Business Sustainability
- Indian and contemporary Laws relating to Anti-bribery.
**Case Studies & Practical Aspects |
| Advanced Tax Laws |
Part I: Indirect Taxes (70 Marks) |
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.
** Case Laws, Case Studies & Practical Aspects |
| 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
** Case Laws, Case Studies & Practical Aspects. |
| Drafting, Pleadings and Appearances |
- 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
** Case Laws, Case Studies & Practical Aspects |
| Module-2 |
Secretarial Audit, Compliance Management and Due Diligence |
Part I: Compliance Management (40 Marks) |
- Compliance Framework
- Compliances
- Entity wise
- Activity wise
- Sector wise
- Industry Specific
- 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
**Case Laws, Case Studies & Practical Aspects. |
| Corporate Restructuring, Insolvency, Liquidation & Winding-up |
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.
** Case Laws/ Case Studies/ Practical aspect |
| 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
**Case Laws, Case Studies and Practical aspects |
| Resolution of Corporate Disputes, Non-Compliances & Remedies |
- 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.
- Crisis management, Professional Liability, D&O Policy & other Risk and liability mitigation approaches
**Case Laws, Case Studies and Practical aspects |
| Module-3 |
Corporate Funding & Listings in Stock Exchanges |
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 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.
**Case studies and Practical aspects |
| Multidisciplinary Case Studies |
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
(chose any 1 out of 8 papers) |
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 Instrument
- Case Laws on Responsibility of Paying Bank
- Case Laws on Responsibility of Collecting Bank.
- Various Government Schemes.
- Consumer Protection.
- Loans & Advances
- Securities for Banker’s Loans
- Documentation.
- Calculation of Interest & Annuities.
- Calculation of YTM.
- Foreign Exchange Arithmetic
- Non-Performing Assets
- Final Accounts of Banking Companies
- Risk Management in Banks and Basel Accords.
|
| Insurance – Law & Practice (Max Marks 100) |
- Concept of Insurance : Risk Management
- Regulatory Framework of Insurance Business in India
- 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.
|
| 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 |
| 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. |
| 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
|
| 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.
**Case laws, Case Studies and Practical Aspects |
| 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
|
| 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.
|
