CS - Professional Programme : Module IV - Due Diligence and Corporate Compliance Managements

ICSICS (2008)PPSyllabus and Books • Module IV - Due Diligence and Corporate Compliance Managements

CS_PP :: Professional Programme
Paper 7 : Due Diligence and Corporate Compliance Management
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

(i)To provide thorough understanding and appreciation of composite legal due diligence in regard to certain corporateactivities.
(ii)To provide expert knowledge about the Corporate Compliance Management

Detailed contents :

1.Due Diligence
Nature, objectives, significance and scope of due diligence; steps in the process of due diligence.

Areas of Due Diligence

Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights issue, Employees Stock Option Plans (ESOPs), Preferential Allotment
Issue of debt (both long term & short term) such as debentures, bonds, warrants etc.
Takeovers and acquisitions
Setting up of business units in India and abroad
Setting up joint ventures
Compliance of Listing Agreement
Internal Audit of Depository Participants
Issue of Global Depository Receipts
Issue of Indian Depository Receipts
Legal Due Diligence
2.Compliance Management
Concept and significance; systems approach to compliance management; process of establishment of compliance management system; compliance in letter and spirit.
3.Secretarial Audit
Need, objectives and scope; process; periodicity and format for secretarial audit report; check-list under various corporate laws; share transfer audit; compliance certificate.
4.Search / Status Reports
Importance, scope; verification of documents relating to charges; requirements of financial institutions and corporate lenders; preparation of report.
5.Securities Management and Compliances
Meaning, need and scope; mechanism for self-regulation; advantages to company, regulator and investors.

Readings

TitleAuthorPublisher
Compliances and Procedures under SEBI LawMamta BhargavaShreeji Publishers
Securities Management & CompliancesInstitute of Company Secretaries of India
Segment wise role of Company SecretariesInstitute of Company Secretaries of India
Listing Agreement-A CompendiumInstitute of Company Secretaries of India
Hand book on Internal Audit of Operations of Depository ParticipantsInstitute of Company Secretaries of India
Mergers, Amalgamations & TakeoversInstitute of Company Secretaries of India
Preferential issue of Securities by Listed & Unlisted CompaniesD.K.JainBharat Law house
Corporate Governance- Modules of Best PracticesInstitute of Company Secretaries of India
SEBI ManualTaxmann
Guidance Note on Compliance CertificateICSI Publications
Guidance Note On Signing of Annual Return.ICSI Publications
Guidance Note on Code of Conduct for CSICSI Publications
SS-1 Secretarial Standard on Meetings of the Board of Directors.ICSI Publications
SS-2 Secretarial Standard on General MeetingsICSI Publications
SS-3 Secretarial Standard on DividendICSI Publications
SS-4 Secretarial Standard on Registers and RecordsICSI Publications
SS-5 Secretarial Standard on MinutesICSI Publications
SS-6 Secretarial Standard on Transmission of Shares and DebenturesICSI Publications
Referencer on Propounding Areas of Practice for Company Secretaries.ICSI Publication (CD)
Company Law with Secretarial PracticeK.R.Chandratre, K.M. GhoshBharat Law House

References

TitleAuthorPublisher
Capital Market in IndiaE.Gordon & K. Natarajan Himalaya Publishing House
Guide to Indian Capital MarketSanjeev AggarwalBharat Law House
SEBI Practice ManualV.L.IyerTaxman Allied Service
SEBI – Law, Practice & ProcedureS.Suryanarayanan & V.VaradarajanCommercial Law Publishers
Guidance note on buy-back Of SecuritiesInstitute of Company Secretaries of India
SS-6 Secretarial Standard On Transmission of Shares and DebenturesInstitute of Company Secretaries of India
SEBI Annual Report.SEBI
Indian Securities Market-A ReviewNSE Yearly PublicationHimalaya Publishing House
Euro IssueTaxmann
Guide to Company DirectorsLVV IyerWadhwa
Circulars & Clarifications on Company LawBhargava & BhargavaTaxmann
Company LawPlamerSweet & Maxwell
Principle of Modern Company LawL.C.B.GowerSweet & Maxwell
Company LawFarrar John H.Butterworths

Note:-

The latest edition of all the books referred to above should be read.

Journals

TitleAuthorPublisher
SEBI and Corporate LawsTaxmann 59/32, rohtak Road, New Delhi.
Corporate Law AdviserCorporate Law Adviser, Post Bag No.3, Vasant Vhar, New Delhi-110 052.
SEBI Monthly Bulletin
NSE NewsNational Stock Exchange of India Ltd., Mahindra Towers, Worli, Mumbai-400 018.

Note:-

Students are advised to read relevant Bare Acts and Rules and Regulations relating thereto. ‘Student Company Secretary’ and ‘Chartered Secretary’ Should also be read regularly for updating the knowledge.