(A, B and C indicates priority analysis of the Chapters)

Transcription

1 hapters 1 & 2 E-Governance and ompany formation and conversion S Professional Examinations Dec 2011 Suggestions for ompany Secretarial Practice (old indicates important) (, and indicates priority analysis of the hapters) hapter 3 lteration of MO and O - Short note on M 21 - What do you mean by front offices and back offices? - Explain the procedure for incorporation of a Section 25 company - Short note on producer companies - Explain the procedure for conversion of a public company into a private company - Steps for change of name of a company - Explain the reasons for which a company may alter its objects clause and describe the procedure of the same - Procedure for changing the financial year of a company - Read the resolutions given in the workbook hapters 4 & 5 Issue and allotment of securities hapters 6 & 7 Issue of debentures and membership and transfer / transmission - Eligibility norms for making IPO / FPO under the SEI IDR Regulations - Procedure for making bonus issue by a listed company - Distinguish between ESOP and ESPS - Procedure for issuing sweat equity shares - Steps for redemption of preference shares - Procedure for issue of share certificates - Read the resolutions given in the workbook - Short note on Debenture Redemption Reserve - What are the requirements relating to redemption and roll over of convertible debentures? - What are the various modes of acquiring membership in a company? - Short note on nomination of shares and transmission of shares - Refusal of registration of transfer by a public company and a private company hapter 8 Directors and Managers hapters 9 & 10 ompany Secretary and uditors - Procedure for appointment of additional directors and directors to fill casual vacancy - Short note on small shareholder directors - Procedure for removal of director by a shareholders - Explain the kinds and limits on remuneration payable to executive and non-executive directors - Disclosure of interest by directors - Read the resolutions given in the workbook - Define the term ompany Secretary in Practice as defined under the S Regulations - What are the various kinds of services which a PS can render under the S Regulations? - Explain the procedure for appointment of auditors other than retiring auditors - Short note on branch auditor - Steps and requirements for maintenance of cost accounting records and appointment of cost auditor hapter 11 Decision making forums and meetings hapter 12 Preparations of reports - Procedure for passing of resolutions through postal ballot - Short notes on explanatory statement and poll in general meetings - Steps for holding an EGM - Procedure for exemption from attaching the accounts of subsidiary company with the holding company - Short note on orporate Governance Report under lause 49 of the Listing greement - What do you mean by Director s Responsibility Statement? (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

2 S Professional Examinations Dec Is appointment of proxy mandatory? - Holding of oard and General meetings through video-conferencing - Read the resolutions given in the workbook hapters 16, 17 & 18 Filing of forms, striking off names of companies and secretarial standards - Power of Ro to strike off names of companies - Short notes on SS7, SS8, SS9 and SS10 hapters 13, 14 & 15 Dividend, charges and inter-corporate loans, investments etc. hapters 19 & 20 - Insider Trading and Global Developments in company law - Short note on Investor Education and Protection Fund - Procedure for declaration and payment of interim dividend - What are the consequences of non-registration of charge? - Procedure for satisfaction of a registered charge - Short note on the Model ode of conduct for prevention of insider trading - What do you mean by the term insider? - Role of S in prohibition of insider trading - Salient features of UK ompanies ct 2006 and ustralian orporations ct - Short notes on ompanies ill 2009 Suggestions for Drafting, ppearances and Pleadings (old indicates important) (, and indicates priority analysis of the hapters) hapters 1& 2 Principles of drafting hapter 3 Drafting of greements - Short notes on Testimonium clause, Indenture, Deed Escrow and Habendum - Distinguish between drafting and conveyancing - Short notes on the recital clause - What do you mean by endorsements and supplemental deeds? - Distinguish between deed poll and deed pool - Draft an agreement for sale of house property - What do you mean by del credere agent? - Draft an agreement for entering into a collaboration - Draft an arbitration agreement to refer dispute to two arbitrators - Draft a deed of guarantee on behalf of the bank - Distinguish between leave and licence - Explain the components of a leave and licence agreement hapter 4 Drafting of various deeds hapter 5 Drafting of various deeds - Draft an agreement for sale of immoveable property - Draft an agreement for sale business and assignment of goodwill - Draft a memorandum of mortgage by deposit of title deeds - Short note on English mortgage and mortgage by conditional sale - Distinguish between lease and licence - Draft a deed for surrender of lease - Draft a deed for lease of plant and machinery - Draft an agreement for assignment of business debts - What are the conditions for assignment of trademarks? - Explain the requirements relating to dissolution of a partnership firm. - Draft a notice for dissolution of partnership - Draft a deed for revocation of trust - Distinguish between revocable and irrevocable PO - Draft a special PO to be filed with Ro at the time of incorporation of a company (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

3 hapter 6 Drafting of various agreements under the ompanies ct S Professional Examinations Dec 2011 hapter 7 ppearances and Pleadings - Validity of pre-incorporation contracts - Draft an agreement by a company for adopting a preincorporation contract - Draft an underwriting agreement - Draft a letter of offer to the prospective ompany Secretary - Explain the various points to be kept in mind while drafting petitions / applications - Explain the various considerations before drafting a written statement - What do you mean by counter affidavit? hapters 8 & 9 ppearances and Pleadings hapter 10 ompounding of Offences - Short note on writ of mandamum and writ of quo warranto - Draft a special leave petition - Distinguish between revision and review of applications? - Explain the various kinds of professional etiquettes - Explain the procedure of compounding under FEM - What do you mean by consent orders? Suggestions for orporate Restructuring and Insolvency (old indicates important) (, and indicates priority analysis of the hapters) hapter 3 Mergers and malgamations hapter 4 Takeovers - Explain the terms compromise and arrangements - Distinguish between horizontal and vertical mergers - What do you mean by effective date and appointed date in case of mergers and amalgamations? - Explain the special majority approvals required for mergers? - Short notes on stamp duty on amalgamations - State whether additional fees needs to be paid on the increased authorized capital on the amalgamated company? - an the G order amalgamation of two companies? - Various case laws taught in the class - Various forms explained in the class - Distinguish between partial bid and competitive bid under the Takeover Regulations - Define the terms promoter and persons acting in concert under the Takeover Regulations - Whether a foreign company is also required to make open offer on acquisition of shares of Indian Listed company? - Explain the obligations of merchant banker - Explain the provisions relating to escrow account in the SEI Takeover ode - Various case laws taught in the class - Explain the various defence strategies for takeovers - Salient features of the new SEI Takeover ode 2011 hapter 5 & 6 Funding of mergers and Valuation of shares hapter 7 orporate Demergers and reverse mergers - Explain the terms management buy out and leveraged buy out - Write short notes on funding through Es and DRs / GDRs - Discuss the various methods of valuation of shares - Short notes on valuation of slump sale - Explain the importance of valuation of brands - Explain the mechanism for valuation of ESOPs - Explain the difference between partial demerger and complete demerger - Short notes on types of demerger (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

4 S Professional Examinations Dec 2011 hapter 8 Post merger re-organisation - How do you measure the success of an amalgamated company? - Short notes on factors for post merger success hapter 9 - Financial Restructuring hapter 10 Revival and restructuring of sick companies - Explain the procedure of reduction of share capital - Short notes on buy back through stock exchange route and through book building route. - Explain the various immunities available to a sick company under SI - Short note on Revival and Rehabilitation fund hapters 13 & 14 Securitisation and Debt Recovery hapters 15&16 Winding up and ross order insolvency - Explain the various rights available to a bank / financial institution under the SRFESI ct for enforcement of security interest - Short notes on Lok dalats - Powers of the DRT under the Recovery of debts due to banks and financial institutions ct Objectives behind creation of Rs - The SRFESI ct has an overriding effect over other laws Explain - Explain the various grounds for compulsory winding up - Short notes on just and equitable clause for winding up of a company - Short note on appointment of liquidator in case of voluntary winding up - Explain the concept of committee of inspection - What do you mean by fraudulent preference of creditors in case of winding up? - Explain the highlights of UNITRL Model law on ross order Insolvency - Short note on recommendation of World ank with respect to Insolvency laws Suggestions for Strategic Management, lliances and International Trade (old indicates important) (, and indicates priority analysis of the hapters) hapter 1 Nature and scope of strategic management hapter 2 Environment scanning and internal appraisal analysis - Explain the functions of strategic management - Explain the steps for implementation of a Knowledge Management Programme - What are the limitations of strategic management? - Explain the various techniques of forecasting - Short note on SWOT analysis and value chain analysis - Short note on usiness Process Reengineering - What are the various environments which effect the success of an organisation? hapter 3 Planning and formulation hapter 4 Implementation and ontrol - Short note on mission of an organisation - Distinguish between objectives and goals - Explain the components of the G Matrix - Distinguish between focus strategies and integration strategies - Short note on tactical planning - McKinsey s 7-S Framework - Short note on behavioral implementation - What are the limitations of strategic programming? - Discuss the types of resistance to organizational change (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

5 hapters 5 & 6 Performance evaluation and risk management S Professional Examinations Dec 2011 hapters 7 & 8 MIS and Internal ontrol Systems - What do you mean by the alance Score ard pproach? - Short notes on HR and R&D key performance indicators - Objectives of risk management - What do you mean by enterprise risk management? - What are the various strategies for risk mitigation? - Short notes on information needs at various levels of management - What are the limitations of MIS? - Distinguish between MIS and Decision Support System - What do you mean by artificial intelligence and expert systems? - haracteristics of an effective internal control system - Distinguish between internal check and internal audit hapter 9 Strategic lliances hapter 10 Foreign ollaborations and Joint Ventures - Explain the need for strategic alliances - Steps for preparing for strategic alliances - What are the factors for success in strategic alliances hapter 11 International trade and treaties - How is GTT different from WTO? - Short note on SFT - Short note on objectives of SR - What are the various components of the European Union? - Different kinds of Joint Ventures - Points to be kept in mind while drafting foreign collaboration agreement - Draft an arbitration clause in a foreign collaboration agreement in line with the I recommendation - Types of restrictive clauses in foreign collaboration agreements - Short note on investment in an entity which is engaged in financial services sector hapter 12 WTO hapter 13 Ministerial onferences - What do you mean by the MFN Principle and the principle of national treatment - Short note on TRIMs and Rule of Origin - Short note on WIPO - Short note on the Doha Ministerial onference - What were the various issues discussed at the Hong Kong Ministerial onference? hapters 14 & 15 nti Dumping duties and Subsidies and ountervailing measures hapter 16 Dispute settlement - What do you mean by dumping? - Explain the various types of dumping - oncept of specificity in subsidies - The concept of boxes in case of agricultural subsidies - Explain the central concept of nullification or impairment - Short notes on the Panel Stage of dispute settlement procedure - Role of Director General in dispute settlement (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

6 S Professional Examinations Dec 2011 Suggestions for Due Diligence and orporate ompliance Management (old indicates important) (, and indicates priority analysis of the hapters) hapter 1 Due Diligence hapters 2 3 Due Diligence on equity shares and issue of debt instruments - Objectives of Due Diligence - Distinguish between Due diligence and udit hapter 4 Takeovers and acquisitions - Short note on inter-se transfers between promoters - Short note on disclosures that are required to be made in a public announcement - Explain the penal provisions on non-compliance of SEI Takeover ode hapter 6 Internal udit of DP - Short note on the process of dematerialization - Is Internal audit of DPs mandatory? - Short notes on the agreements entered into by the DPs - Explain the procedure for creation of pledge on dematerialized securities. - Role of S in IPOs and FPOs - Short notes on reservation on competitive basis in a public issue - Explain the methodology for pricing in preferential allotment - Short notes on obligations of debenture trustees under SEI Listing of Debt Regulations hapter 5 ompliance of Listing greement - Explain the requirements relating to publication and submission of quarterly results by a listed company - Explain the requirements of the Listing greement relating to composition, role etc. of udit ommittee - Short note on the concept of Independent Director as defined under the Listing greement - Preparation of ash Flow Statement is mandatory for listed companies - What is the penalty for non-compliance of Listing greement? hapters 7 & 8 Issue of Depository receipts hapters 9 & 10 Setting up Joint ventures in India and abroad - Short notes on DRs and GDRs - Explain the various approvals required for issuing GDRs - Short note on various requirements of the ompanies (Issue of IDRs) Rules, dvantages of entering into a Joint Venture - Short note on the requirements the FEM Regulations relating to Liaison Office - Explain the various requirements of FEM Regulations relating to setting up of JVs by Indian companies abroad hapters 11 & 12 Legal Due Diligence and ompliance Management hapters 13 & 14 Secretarial udit & Share transfer audit - Explain the process of conducting legal due diligence - Short note on the possible hurdles of carrying out legal due diligence - Explain the elements of an effective compliance management program - What is the legal requirements relating to conducting secretarial audit? - Short note on secretarial audit under the Water Pollution ct and the Payment of onus ct - Explain the provisions of the Listing greement of various Stock exchanges relating to conduct of share transfer audit (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

7 hapters 15 & 16 ompliance ertificate and Search / Status reports S Professional Examinations Dec 2011 hapter 17 Securities Management and ompliances - Explain the professional responsibility for issue of ompliance certificate by PS - Requirement relating to issue of ompliance ertificate by PS - Explain the requirements relating to Search Reports by various banks and financial institutions - dvantages of securities management - Role of PS under the SEI ct and NSE requirements Suggestions for Governance, usiness Ethics and Sustainability (old indicates important) (, and indicates priority analysis of the hapters) hapter 1 Evolution of orporate Governance hapter 2 Issues and challenges of an effective board - Short note on II s orporate Governance ode - Recommendations of the Kumara Mangalam irla ommittee on orporate Governance - Short note on recommendations of Naresh handra ommittee - Short note on the Report of the adbury ommittee - Requirements relating to training of directors and performance evaluation of oard - What are the barriers to effective leadership? - Short note on relation between directors and executives hapters 3 & 4 oard ommittees and Internal control system and risk management hapters 5 & 6 Legislative framework for orporate Governance Indian and International - What are the mandatory committees required under law? - Short notes on Remuneration ommittee and Shareholders Grievance committee - What are the roles and responsibilities of company with respect to internal controls - dvantages of risk management - What are the various international requirements relating to corporate governance? - Short notes in orporate Governance in PSUs hapter 7 orporate Social Responsibility hapters 8 & 9 Investor Protection and orporate Governance forums - What are the factors influencing SR? - Short note on the advantages of good corporate citizenship - Short note on UN Global ompact on SR - Short note on role of institutional investors in good corporate governance - What do you mean by shareholder activism? - Explain the benefits of good corporate communication. - Short notes on NFG and OED - What are the objects of IOD, UK? (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern

8 S Professional Examinations Dec 2011 hapters 10, 11 & 12 Ethics, ethical principles in business and concept of stakeholder organisation hapters orporate Sustainability - What are the various ethics philosophies? - What are the various advantages of business ethics? - Devise a model code of business conduct and ethics - What are the features of good ethics programme? - Short notes on Ethics udit - What do you mean by stakeholders in an organisation? - Short note on ctivity nalysis - What do you mean by ethical dilemma? - What are the principles of sustainable development? - What do you mean by corporate sustainability? - Methods for sustainability reporting - Short note on Dow Jones Sustainability Index and GRI Reporting framework - Short note on UN onference on Environment and Development and Rio Declaration on Environment and Development - What do you mean by Kyoto Protocol? - How does the Ryland vs. Fletcher rule applied in the hopal Gas tragedy? - Short note on the orporate Manslaughter and orporate Homicide ct in UK - Explain the various water pollution cases decided in India (Inter & final ll Law papers) Ms. Nidhi ajaj lasses by Ms. Nidhi ajaj (ll India Topper, Gold Medallist) Elegant Modern s Use of udio-visual id & Modern