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PAPER:3 Compliance Management, Audit & Due Diligence CS Professional Mod-1

Taught by Faculties:

Syllabus

 Objectives :
To develop expertise to monitor compliance with the requirements of laws.
To equip with the process involved in conducting Audits and to impart knowledge on the process for conducting Due Diligence of various business transactions.
Level of Knowledge: Expert Knowledge
Detailed Contents

Part I : Compliance Management (40 Mark)

*Compliance Framework:
*Identification of applicable laws, rules, regulations
*Risk Assessment
*Responsibility center mapping/ allocation
*Escalation & reporting
*Creation of Compliance framework and reporting system
*Review & Updation
*Training &Implementation
*Need/benefit/ scope of Compliance Management
*Directors’ Responsibility Statement
*Compliances under Companies Act
*Compliance Management Tool
*Importance of Compliance Management Tool
*Different types of Compliance Management Tools
*Case Laws and Case Studies

2. Documentation & Maintenance of Records:

*General principles of good documentation, coding, storage, preservation, safety & retrieval
*Privacy & Control
*Case Laws and Case Studies

3. Signing and Certification:

*Various Certification(s) by Company Secretary in Practice
*Pre-certification of Forms
*Signing & Certification of Annual Return
*Corporate Governance Certification
*Signing of Financial Statement
*Obligations and Penal provisions
*Case Laws and Case Studies

4. Legal Framework Governing Company Secretaries:

*Power and functions of Company Secretary
*The Company Secretaries Act, 1980 along with Rules and Regulations
*Disciplinary Mechanism and Penalties for Professional Misconduct
*Professional Liabilities

5. Values Ethics and Professional Conduct:

*Ethical Practices
*ICSI Code of Conduct
*Fundamental duties of Professional
*Ethical Dilemma
*Recent Disciplinary case studies on Values, Ethics and Professional conduct

6. Non-Compliances, Penalties and Adjudications:

*Non-Compliances under Companies Act, 2013
*Penalties and Adjudications
*Prosecution procedures
*Complaint by Registrar and Serious Fraud Investigation Office
*Tribunals l Case Laws and Case Studies

7. Relief and Remedies:

*What is Compounding
*Which Offences can be Compounded
*Which Offences cannot be Compounded
*When Compounding can be done
*Who are the Compounding Authorities/ who can Compound the Offence?
*Mediation and Conciliation l Case Laws and Case Studies
 Part II : Audit & Due Diligence (60 Marks)

8. Concepts of Various Audits:

*Corporate Governance Audit
*Secretarial Audit
*Internal Audit
*l CSR Audit
*Takeover Audit
*Insider Trading Audit
*Industrial and Labour Laws Audit
*Cyber Audit
*Environment Audit
*Systems Audit
*Forensic Audit
*Social Audit

9. Audit Engagement:

*Auditing Standard on Audit Engagement (CSAS-1)
*Audit Engagement Process
*Audit Fee
*Limit on Audit Engagements
*Conflict of interest
*Confidentiality
*Changes in terms of Engagement
*Case Laws and Case Studies

10. Audit Principles and Techniques:

*Audit Techniques, Examination and its Process
*Enquiry l Confirmation
*Sampling
*Compliance test of Internal Control System
*Substantive Checking
*Verification of documents/ records
*Creation of Audit Trails
*Analysis of Audit findings
*Case Laws and Case Studies

11. Audit Process and Documentation :

*Auditing Standard on Audit Process and Documentation (CSAS-2)
*Audit Planning
*Risk Assessment
*Information about the Auditee
*Audit Check-lists
*Collection and Verification of Audit Evidence
*Third Party Confirmation l Analysis of Audit Evidence
*Documentation
*Record Keeping and Retention
*Case Laws and Case Studies

12. Forming an Opinion & Reporting:

*Auditing Standard on Forming of Opinion (CSAS-3)
*Process of Forming of Opinion
*Precedence and Practice
*Third Party Report or Opinion
*Form of an Opinion
*Limitation
*Auditor’s Responsibility
*Management Representation Letter
*Discussion with Management
*Format of Report
*Audit Report and drafting of qualification
* Sharing of draft report with Management
*Signing of Audit Report and Submission
*Case Laws and Case Studies

13. Secretarial Audit:

*Auditing Standard on Secretarial Audit (CSAS-4)
*Concept & Advantages
*Legal Provisions
*Risk of Secretarial Auditor
*Code of Conduct
*Scope of Secretarial Audit
*Identification and Segregation of applicable Laws
*Verification of corporate conduct and compliance of Laws
*Board Composition
*Board Processes
*System and Process
*Detection of Fraud
*Reporting of Fraud
*Identification and Reporting of the events/actions having major bearing on Auditee’s affairs
*Impact of Audit Report
*Case Laws and Case Studies

14. Internal Audit & Performance Audit:

*Objective & Scope
*Internal Audit Techniques
*Appraisal of Management Decisions
*Performance Assessment
*Internal Control Mechanism
*Case Laws and Case Studies

15. Peer Review Audit and Quality Review Audit:

*Peer Review
*Monitoring of Certification and Audit Work by Quality Review Board
*Case Laws and Case Studies

16. Due Diligence:

*Overview and Introduction to Due Diligence 
*Scope of Due Diligence 
*Stages and Process of Due Diligence 
*Techniques of Due Diligence and Risk Assessment
*Types of Due Diligence: Legal Due Diligence; Financial Due Diligence; Bank Due Diligence
*Case Laws and Case Studies