CS Professional is the final level of examination in the company secretary course. A candidate can enroll and appear for CS Professional only after successful completion of the CS executive program. CS Professional course consists of three modules i.e., Module I, Module II, and Module III, each containing three papers. Examination for these modules can either be given together or separately depending on a student’s preference.
ICSI released a new syllabus (2017) for the CS professional level that all students must follow from now on. The old professional syllabus (2012) has been discontinued. Students registered in the old syllabus also have to refer to the new syllabus.
Let’s look at the CS Professional new syllabus provided by ICSI and what you will be studying throughout the course.
CS Executive New Syllabus 2022
Module I
Paper 1: Governance, Risk Management, Compliances, and Ethics
Company Secretaries are now very close to becoming a professional and should be aware of the application of various laws and regulations relating to different industries. In this paper, you will be studying the evolution of corporate governance, global development in governance, risk management, compliances, ethics, and worldwide sustainability and governance practices.
Good corporate governance is achieved from ethical business practices. It encourages transparency, disclosure, accountability, and integrity. You will be learning ethics involved in business, the application of ethical principles, and methods of analysis.
There are some serious and intangible risks involved in business, Fraud Risk, Reputation Risk, Compliance Risk, Market Risk, Legal Risk, Insolvency Risk, Credit Risk, Price fluctuation Risk, etc. managing them comes also comes under a company secretaries responsibility. CS Professional students will learn risk management techniques which involve figuring out the risks beforehand and providing solutions for them.
Topics to be covered
- Part A: Governance (50 marks)
- Part B: Risk Management (20 marks)
- Part C: Compliance (20 marks)
- Part D: Ethics and Sustainability (10 marks)
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Paper 2: Advanced Tax Laws
Everyone is aware of taxes. We have to provide our contribution to society so that the government can execute various development activities for the benefit of citizens.
After independence, the Income Tax law was introduced in 1961 for collecting and regulating tax laws.
In your CS professional course, you will be studying direct and indirect tax laws in detail. In Direct Tax, you will be learning about corporate tax and in indirect tax, you will be studying GST and custom law.
The focus will be on MAT, AMT, GAAR, Advance ruling, settlement commission, taxation for non-residents, and section 115.
Topics to be covered
- Part A: Indirect Taxes (70 marks)
- Part B: Direct Tax and International Taxation (30 marks)
Paper 3: Drafting, Pleadings, and Appearances
Drafting is preparing legal documents such as agreements, contracts, deeds, etc. For a company secretary, having complete knowledge of all nexus, laws, and languages is very important to be able to make such documents.
At CS Executive level, you have studied various resolutions and meetings to be conducted. At the CS professional level, you are required to learn to create draftings for these resolutions and meetings. In this paper, CS professional students will be learning drafting and advocacy skills.
Topics to be covered
- Judicial & Administrative framework
- General Principles of Drafting and relevant Substantive Rules
- Secretarial Practices
- Drafting and Conveyancing Relating to Various Deeds and Agreements
- Drafting of agreements, documents, and deeds
- Pleading, the Art of writing opinions
- Appearances and Art of Advocacy
Module II
Paper 4: Secretarial Audit, Compliance Management, and Due Diligence
Company Secretaries conduct a secretarial audit for listed and prescribed companies. Secretarial Audit is the process to check compliance with the provisions of various laws and rules, regulations, procedures, and maintenance of books and records to make sure the company has shown compliance with legal requirements and followed the procedure. A secretarial auditor will detect compliance issues and advise managers into facilitating corrective actions.
Compliance management as the name suggests is the process in which corporates manage the entire process of compliance. Due diligence is a process that involves investigating the potential investment to avoid unnecessary risks such as hidden uncovered liabilities, poor growth prospects, etc.
In this paper, you will study the various requirements under the process of secretarial audit, compliance management as well as due diligence.
Topics to be covered
- Compliance Management (40 marks)
- Secretarial Audit and Due Diligence (60 marks)
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Paper 5: Corporate Restructuring, Insolvency, Liquidation & Winding-up
Corporate Restructuring is when a company decides to restructure or change one or a few aspects of its business. Companies perform corporate restructuring as a business strategy and grow overnight. This also ensures long-term viability and external growth.
Corporate Restructuring requires a lot of knowledge in legal, financial, taxation, management, etc. A company secretary is expected to have an understanding of all these aspects to ensure smooth and seamless restructuring. In this paper, your main area of focus will be to learn how corporate restructuring results in causing changes in a company. You will also be studying Insolvency and Bankruptcy Code 2026. This code is applicable to companies, partnerships, LLP, individuals, or any other body that government specifies.
Topics to be covered
- Part A: Corporate Restructuring (50 marks)
- Part B: Insolvency and Liquidation (50 marks)
Paper 6: Resolution of Corporate Disputes, Non-Compliances, and Remedies
In a business where so many individuals are working together as a group, there are bound to be differences of opinion, breach of agreements, duty or fraud, etc. and it is very important to resolve these issues simply for the sake of the company. When businesses are involved, the litigation becomes commercial litigation and is known as a corporate dispute.
Antitrust, bad faith, breach of contract, breach of fiduciary duty, class actions, employment, and labor, fraud and misinterpretation, business torts, insurance coverage, intellectual property, etc, come under corporate disputes.
Disputes can arise internally, between the directors and managers, or between the board and stakeholders. CS professional students should have a good understanding of these disputes and how to best resolve them.
Topics to be covered
- Shareholders’ Democracy &Rights
- Corporate Disputes
- Fraud under the Companies Act and IPC
- 4. 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
If you are looking for paper vise online courses for your preparation, you can check out CS Professional Online classes at TopLad.
Paper 7: Corporate Funding & Listings in Stock Exchanges
In this paper, CS professional students will learn to provide practical knowledge of means of finance available to corporates at the various stages of their journey, suitability, pros and cons, compliances, etc. You will also be learning legal and procedural aspects of various types of listings, eligibility criteria, documentation, compliances, etc.
Topics to be covered
| Part-A: Corporate Funding (60 Marks) | Part B: Listing (40 Marks) |
| Indian Equity- Public Funding | Listing–Indian Stock Exchanges |
| Indian Equity- Private funding | International Listing |
| Indian equity- Non-Fund based | Various Procedural requirements for the issue of securities and Listing. |
| Debt Funding – Indian Fund Based | Documentation & Compliances. |
| Debt Funding – Indian Non-fund Based | Preparing a Company for an IPO and Governance requirements thereafter, Appraising the Board and other functions in the
organizations regarding the Post IPO/Listing Governance changes. |
| Foreign Funding – Instruments & Institutions | |
| Non-Convertible Instruments- Non-Convertible Redeemable Preference Shares (NCRPs) etc. | |
| Securitization |
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Paper 8: Multidisciplinary Case Studies
CS Professional students will be studying the following case studies in detail:
- 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.
Paper 9: Elective
As this is an elective paper, students have the choice of selecting which paper they would like to appear for.
- 9.1- Banking – Law & Practice
- 9.2- Insurance – Law & Practice
- 9.3- Intellectual Property Rights: Laws and Practices
- 9.4- Forensic Audit
- 9.5- Direct Tax Laws & Practice
- 9.6- Labour Laws& Practice
- 9.7- Valuations & Business Modelling
- 9.8- Insolvency – Law and Practice
To successfully clear the CS professional examinations, a student has to obtain a minimum of 40% marks in all of these papers and an aggregate of 50% marks in total. Once a student has cleared all examinations, he or she can be deemed a professional company secretary and can apply for membership with The Institue of Company Secretaries of India.
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