STUDENTS HANDBOOK

Address of the Institute

ICSB Published by the Council

107, Kakrail (Ground & 1st Floor) G.P.O. Box No. 3100 Dhaka-1000, Bangladesh

Institute of Chartered Secretaries of Bangladesh

(A Statutory body under an Act of Parliament)

Telephone Fax E-mail Website

: 880-2-9349578, 9336901 : 880-2-9339957 : icsbsecretary@gmail.com icsb@icsb.edu.bd : www.icsb.edu.bd

INSTITUTE OF CHARTERED SECRETARIES OF BANGLADESH

STUDENTS HANDBOOK
C O N T E N T S CHAPTER-I INTRODUCTION Sl. No. 1.1 Background 1.2 The Institute 1.3 Professional qualifications offered 1.4 Objectives, role and functions 1.5 Career opportunities after qualifying 1.6 The Secretariat of the Institute 1.7 Regional offices of the Institute CHAPTER-II SYLLABUS 2.1 2.2 Intermediate Final 6 6 7 7 7 7 8 8 8 7 9 9 9 Page 1 2 2 3 3 4 5

4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12

Objective Qualifying examinations Registration of students Minimum entry requirements Student registration procedure Documents accompanying application Mode of payment of fees Date of registration Refund of fees Identity Card Undertaking De-Novo registration CHAPTER-V COACHING CLASSES

10 10 10 11 11 12 12 12 13 13 13 14

5.1 5.2

Coaching classes Correspondence course CHAPTER-VI EXAMINATIONS

15 16

CHAPTER-III PRELIMINARY EXAMINATION ADMISSION 3.1 Objective 3.2 Admission of preliminary examination 3.3 Exemption from preliminary examination 3.4 Admission procedure 3.5 Mode of payment of fees 3.6 Dates of admission 3.7 Examinations 3.8 Subjects of preliminary examination 3.9 Medium 3.10 Examination Centres 3.11 Registration CHAPTER-IV ENTRY TO COURSE DISCIPLINES

61. 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14

Application for examination Language Subjects of examinations Examination Centres Examination time table Examination rules Powers of Examination Committee Intermediate examination Final examination Examination results Verification of marks Issue of pass certificate Refund or Appropriation of examination fees Examination grade CHAPTER VII EXEMPTIONS

17 17 17 18 18 18 19 20 20 21 21 22 22 22

7.1 7.2

Intermediate Final CHAPTER VIII FEE STRUCTURE

23 23 1.1 24 24 SCHEDULE A SUBJECTWISE SYLLABUS Background

CHAPTER-I
INTRODUCTION

8.1 8.2

Intermediate Final

With the advent of industrial revolution, the production process underwent a massive change from physical labour to mechanical labour, to automation, resulting in mass production. The world has witnessed during the last decades the process of globalization putting every entity into stiff competition with regard to quality of both goods and services being produced had a by them. These quantitative and qualitative changes have direct impact on the economy-from agrarian to the industrial, on organizational structure-from timid proprietorship and partnership to aggressive companies with limited liability and the sky high accessibility to capital and on conceptual philosophy-separating companies entity from that of its sponsors. With the introduction of free economy, flow of capital across the globe was set free. The administration of companies has become a subject of sophistication for professionals than ever before. Keeping pace with the phenomenal growth of modern business, industry, commerce, science and technology, the administration of companies has become an art and a science as well. Shareholders choose from among themselves Directors of their companies to manage the day-to-day affairs. Thus the Directors are both agents and trustees of the shareholders. On the other hand companies are being increasingly associated with government, banks, financial institutions, etc. Even today social responsibilities have been assigned to the companies. Therefore, companies responsibilities are multifarious and multidimensional. In order to meet the challenges of the time in respect of the rights and responsibilities, the companies jurisprudence have been changing. Thus the Companies Act, 1994 has been promulgated to cope with the need for efficient management of companies in Bangladesh. The country requires efficient secretaries entrepreneurs, accountants, auditors, technicians, etc. to cope with growing demand for good corporate governance.

1.2

1.3

The Institute of Chartered Secretaries of Bangladesh (ICSB). In the backdrop of the countrys dire need for efficient company secretaries on one hand and the absence of any institution for imparting required training and knowledge for the related field, some 13 professionally qualified secretaries associated together and played the pioneering role to form the ICSMB. The ICSMB was established in 1997 under Section 28 of the Companies Act, 1994 under License from the Ministry of Commerce, Govt. of the Peoples Republic of Bangladesh. Realizing the imperative need and necessity the pavement of the way for growth and promotion of the profession of Chartered Secretaries in Bangladesh, the Jatio Sangsad being the highest seat for the enactment has promulgated the Chartered Secretaries Act- 2010 on June 7, 2010 that has been published in the official gazette by notification no 25 dated June 16, 2010, there by converting ICSMB to ICSB. The Institute is governed by the Chartered Secretaries Act2010 and the By Laws as adopted by the Council and the relevant provisions of the statute. Professional qualification offered The Institute offers a profeshional degree of Chartered Secretary ship. Secretary as defined by the Companies Act 1994 is an individual possessing the prescribed qualifications appointed to perform the duties, which may be performed by a Secretary under this Act, and any other ministerial and administrative duties. Companies incorporated in Bangladesh are now governed by the Companies Act, 1994 which has imposed obligations for appointment of Company Secretary with prescribed qualifications. A Company Secretary is required to perform multidimensional functions in terms of complying with intricate legal obligations such as Taxation laws, performing company secretarial functions, preparing reports and accounts, looking after general administration, constant monitoring of capital and share market and above all, protecting the rights and interest of the stakeholders. Accordingly, every person aspiring to

become an efficient Chartered Secretary is called upon to gain specialized expertise and skills in all such areas of corporate governance. The ICSB offers, as elsewhere in the Commonwealth and other English speaking countries, such professional courses. 1.4 Objectives, roles and functions The prime objective of the Institute is to regulate and develop the profession of Chartered Secretaries in order to promote and establish statutory disciplines and conduct the company matters and management effectively in line with efficient corporate governance and code of conduct. To attain these broad objectives, the Institute : conducts professional courses and examinations to test the capability of potential administrators in the fields of commerce, industry and institutional management; offers professional distinction to the Chartered Secretaries to enable them to ensure effective and transparent corporate management; and develops and upholds professional ethics and discipline. In view of the above, the Institute has designed a comprehensive system of education and examinations and has laid down specific conditions. Besides, strict disciplinary rules for exercising control over the conduct of members and students have been laid down to regulate the profession by professional ethics and discipline. Career opportunities after qualifying st The 21 Century is going to be the century of challenge in terms of excellence in corporate governance based on professional knowledge. Chartered Secretaries are going to be a rare breed of professionals in corporate governance. Under the Companies Act, 1994, Company Secretary has a very important role in establishing healthy statutory discipline in the corporate sector. In other concerned legislations fiscal, labour, industrial and economic laws, Secretary is specifically designated as the Principal Officer. In essence, Company Secretaries have the primary duty of ensuring compliance with

1.5

1.6 A)

all associated legislations. For this purpose, they have to interact, integrate and co-ordinate with various other functional heads in companies. They act as the confidant of the Board of Directors and counsel the Board of Directors and other functional heads on the legal implications of any proposal under contemplation. A modern corporation needs the services of Qualified Secretaries with multidisciplinary background in law, management and accounting backed by rigorous training and continuing education to ensure that all legal compliances are adequately and promptly met. In order to ensure protection of the interests of the employees, consumers, creditors, Government, financial institutions and the public at large, the Company Secretaries are regarded as the conscience keeper of the Company and custodian of public interests. In the years to come, the responsibility of the Company Secretaries would get considerably extended thereby making them an indispensable professional in the efficient management of the Corporate Sector. A Chartered Secretary is primarily suitable for employment in corporate bodies. Employment opportunities also exist for them in the Government, Autonomous Bodies, Nationalized Industries, Financial Institutions, Stock Exchanges, Chambers of Commerce, Trade Associations and similar other organizations. Chartered Secretary may also be engaged in independent consultancy work of their own by establishing a firm of Chartered Secretary who may offer corporate secretarial services of small, medium and even large companies and other organizations. The Secretariat of the ICSB Council of the Institute The council of the Institute of Chartered Secretaries of Bangladesh (ICSB) consists of members having consistent academic and professional background. The Council, elected by the members for a three-year term, is vested with the executive power to manage and control the affairs of the Institute through the Secretary. The Council has also powers to delegate some powers to special committees.

Councils decisions are absolute and final in all matters. It is also empowered to exercise discretionary powers in cases deemed appropriate. B) Office-bearers of the Institute - President - Senior Vice President - Vice President - Treasurer - Secretary The President and in absence of the President the Senior Vice-President is the constitutional head of the Institute. The Secretary is the executive head of the Institute as provided in the Articles of Association. 1.7 Regional offices of the Institute The Institute may, in due course, establish its regional office at Chittagong and Rajshahi to help and assist the activities of the Institute in these regions.

CHAPTER II SYLLABUS
Keeping in view the objectives and requirement of the profession, the Institute has carefully designed a comprehensive syllabus. The entire syllabus has been divided into 18 subjects of 100 marks each. A summary of the syllabus is as follows : 2.1 Intermediate LEVEL I Code Subject OHRM 101 Organization and Human Resources Management GCL 102 General and Commercial Law BES 103 Business Economics & Statistics LEVEL-II Code Subject BCRW 201 Business Communication & Report Writing (BCRW) DITL 202 Direct & Indirect Tax Laws FCMA 203 Financial, Cost & Management Accounting LEVEL-III Code Subject CLP 301 Company Law & Practice I CSP 302 Company Secretarial Practice I EILL 303 Economic Industrial & Labor Laws BIFLP 304 Banking, Insurance and Financial Laws & Practice 2.2 Final Code CLP TLP CFI MCIS Code CSP PAMP SLCM SMA Group-I Subject 401 Company Law & Practice-II 402 Taxation Law & Practice 403 Corporate Finance & Investments 404 Management Control & Information Systems Group-II Subject 501 Company Secretarial Practice-II 502 Professional Administration & Management Practice 503 Securities Law & Capital Market 504 Secretarial & Management Audit Total + Internship (Practical Training) Mark 100 100 100 100 Mark 100 100 100 100 1800 Mark 100 100 100 100 100 100 Mark 100 100 100 100

CHAPTER III PRELIMINARY EXAMINATION ADMISSION 3.1 Objective The Objective of the Preliminary Examination is to test the capability of the prospective students to effectively undertake the prescribed course to qualify as a Chartered Secretary. 3.2 Admission to Preliminary Examination Minimum graduate with 6 points or A level are to sit for preliminary examination. 3.3 Exemption from Preliminary Examination All applicants are required to sit for a preliminary examination for 100 Marks. Applicants will be selected for Viva Voce on the basis of their performance in Written Test. The final selection for admission will be based on the marks obtained by the applicant in the written test and Viva Voce. 3.4 Admission Procedure A candidate may seek admission for Preliminary Examination by making an application in prescribed form along with preliminary examination fee of Tk. 750, and original certificates of Bachelor, HSC and SSC together with one attested copies thereof. The original certificates will be returned after verification. In case of a candidate who is in service, testimonial from the employer must also be submitted. 3.5 Mode of Payment of Fees No payment by way of Cheque / Cash will be accepted. The students are required to deposit the fees in the prescribed bank account of the Institute.

The detailed courses against each of the subject are shown in Schedule A

3.6 Dates of Admission Applications for the Preliminary Examination will be received in May/June and November/December of each year. 3.7 Examinations Preliminary Examination will be held twice a year in June and December. 3.8 Subjects of Preliminary Examination The preliminary Examination consists of two stages. Written Examination (a) English and Business Communications (b) General and Commercial Knowledge Viva Voce Candidates having passed in the written examination will be called for viva voce and on passing the viva voce will be eligible for registration as students. Written Test (Syllabus) (a) English and Business Communications - Essay on current topics - Precis - Business Letters - Short Notes - IQ Test. b) General and Commercial Knowledge - International Affairs - National Affairs - Commercial Terms - Abbreviations - Simple Arithmetic 8 (Full Marks-40) (Full Marks-40)

- Short Notes. - IQ Test. Viva Voce (Full Marks-20) - I.Q. and Elegance - Oral communication - Mannerism and smartness - Personality. 3.9 Medium The Medium of the examination is English only. 3.11 Examinations Centres The examination centre will be in Dhaka and in such other places in the country as may be determined by the Council which will be notified ahead of each examination. 3.12 Registration Candidates who pass the preliminary examination or exempted there from and are not less than 18 years of age may seek registration by application in prescribed form for the Intermediate Course for Chartered Secretary.

CHAPTER IV ENTRY TO COURSE DISCIPLINES 4.1 Objectives The Objective is to conduct examinations to test the potentials of the candidates in the fields of commerce, industry and corporate management. 4.2 Qualifying Examinations A person desiring to qualify for membership of the Institute is required to pass the Preliminary Examination (if not exempted), Intermediate and Final examinations conducted by the Institute. He/She is further required to undergo internship and comply with rules and regulations laid down by the Institute or prescribed by the Council from time to time. 4.3 Registration of students A. The minimum qualification for applying to Chartered Secretary Program is bachelor (Pass or Honors in any discipline). B. The minimum points required for applicants having passed all or any of the following public examinations with not more than one third division in past examinations under traditional system is 6 (six) calculated on the following basis : Certificate / Degree SSC or equivalent HSC or equivalent Bachelor Degree (Pass) Bachelor Degree (Hons) Master Degree C. 1 3 3 4 5 1
st

under grading system will be 2.5 to be calculated averaging the grade points achieved on these examinations. However, candidates having grade point of 1 in more than one examination as above will not be considered to be eligible for admission. D. Applicants having partly passed under traditional system and partly under grading system, for assessing eligibility their marks would be calculated on the basis of the respective examinations passed under B & C above For applicants with 4 years bachelor degree with CGPA, points will be calculated as shown in Table A. Candidates with a bachelor degree who have passed at least 5 papers in GCE O Level and 2 papers of in A Level may also apply. For such candidates to be eligible to apply, the minimum qualifying Grade Point Average (GPA) in O & A levels are 2.5 and 2.0 respectively. GPAs for O level and A level are calculated on a 4 point scale (A=4, B=3, C=2, D=1) as shown in Tabel B. Tabel : A
CGPA 3.5 & above 3.0 to < 3.5 2.5 to < 3.0 Point 5 4 3 O Level GPA 3.0 & above 2.0 to < 3.0 1.0 to < 2.0 Point 3 2 1

E.

Tabel : B
A Level 2.5 & above 1.5 to < 2.5 1.0 to < 1.5 Point 3 2 1

F.

Division / Class 2 2 2 3 4 1
nd

3 1 1 2 2 1

rd

Candidates possessing points less than the required minimum as B,C,D & E will be eligible subject to having job experience of 3 years or more in any field of corporate affairs (Company Secretarial, Accounting, Finance, Auditing, Management and Administration) one (1) point will be added to make up the required minimum. Only registered students of the Institute are eligible to appear in Intermediate and Final examinations.

4.4 Minimum Entry requirements A person willing to register himself/herself as a student should satisfy that he / she :

Minimum points required for the applicants having passed SSC, HSC and Bachelor (Pass & Honors) examination

a) is not less than 18 years of age on the date of application, and

4.8 Date of Registration Candidate will be registered twice in a year for its Summer and Winter sessions during May-June and November December respectively. Candidates registered in Summer session will be eligible to appear in the Examination of that session by the end of that session and those registered in Winter session will be eligible to appear in the Examination of that session by the end thereof. No candidate will be allowed to appear in the subsequent Levels/Groups without clearing the preceding Level / Group of the Intermediate and Final Examinations respectively. 4.9 Refund of fees A person whose application for registration is not accepted is entitled to get refund of fees paid by him/her subject to deduction of administrative charges. A candidate once registered will not be entitled to any refund. 4.10 Identity Card All registered students of the Institute will be provided with Identity Cards, which they must carry when entering the class room, library or the office of the Institute. 4.11 Undertaking Every candidate applying for registration is required to give an undertaking that he/she shall, as a registered student, conduct himself/herself in a manner befitting the ideals and standards of the profession of the Institute and shall abide by such byelaws or other standing rules as may be framed by the Council from time to time. After registration if it is found that any of the information/ document furnished to the Institute is false or in the opinion of the Council the concerned registered student does act in a manner against the discipline of the Institute, it has absolute right to cancel registration of the student forthwith.

b) has either passed the Preliminary Examination of the Institute or has obtained exemption therefrom. 4.5 Student Registration Procedure All application for registration must be made in the prescribed form obtainable from the office of the Institute. Every application shall be duly completed and submitted along with the following fees : i) Registration fee Tk. 1200 ii) Preliminary exemption fee Tk. 750 iii) Identity card fees Tk. 300 iv) Session Charges Tk.2,250 v) Subject wise exemption fee/Tuition fees as per schedule provided on page 24 If the application for registration is accepted the fees and charges received will not be refunded. On acceptance an official notification will be issued to the student who will also be allocated a Registration Number, which must be quoted on all communication between the student and the Institute. 4.6 Documents accompanying the application Every application for registration must accompany the following documents : a) Certified photocopies of all educational certificates. b) Character certificate from the head of the institution last attended or employer if employed or any Member of the Institute or by a first class gazetted officer of the Government of Bangladesh. c) Two attested passport size recent photographs. 4.7 Mode of payment of fees No payment by way of Cheque / Cash will be accepted. The students are required to deposit the fees in the prescribed bank account of the Institute.

4.12 De-Novo Registration The registration of a student shall remain valid for a period of five years from the date of his initial registration. To facilitate those students whose registration period has expired or will expire from time to time, there is provision for De-Novo Registration. For getting the facility of DeNovo Registration students will have to fulfill the conditions as stated below : Any student who has passed at least one group at the intermediate level will be allowed De-Novo Registration by the office. Any student who has not passed any examination in the intermediate level shall have to apply to the Institute, which will be referred to the Education Committee. The Education Committee will review the De-Novo Registration from time to time. CHAPTER V COACHING CLASSES 5.1 Coaching Classes
Coaching Classes are conducted at Dhaka and / or in any other places as may be decided from time to time by the Council depending on the availability of number of students and coaching facilities. The coaching classes are conducted in two academic sessions of the year namely Summer Session and Winter Session. The Summer Session classes begin in July and continue upto December, while Winter Session classes begin in January and continue upto June. The coaching classes are held usually in evening hours on each working day or as may be decided by the Council. The classes begin at 6.30 p.m. and continue upto 9.30 p.m. The duration of each coaching class is 60 to 90 minutes depending upon the nature of the subject. Number of coaching classes required to be conducted against each subject are as follows :
Sl. No Subject Code Subject Total Lectures Clas s Test 4 4 3 3 4 4 5 Tutorial s/Case Study 4 4 3 3 4 4 5

1 2 3

101 102 103

LEVEL - I Organization and HRM General and Commercial Law Business Economics & Statistics LEVEL - II Business Communication & Report Writing (BCRW) Direct and Indirect Tax Laws Financial, Cost & Management Accounting LEVEL - III Company Law & Practice - I Company Secretarial Practice - I Economic, Industrial & Labor Laws Banking, Insurance & Financial Laws & Practice

30 30 20 20 35 30 30

1 2 3

201 202 203

1 2 3 4

301 302 303 304

30 30 30 30

4 4 4 4

4 4 4 4

1 2 3 4

401 402 403 404

1 2 3 4

501 502 503 504

Group - I Company Law and Practice - II Taxation Law and Practice Corporate Finance & Investments Management Control & Information Systems Group - II Company Secretarial Practice - II Professional Administration & Management Practice Securities Laws & Capital Market Secretarial & Management Audit

30 30 30 30

4 4 4 4

4 4 4 4

CHAPTER VI EXAMINATIONS 6.1 Application for examination

Application for admission to an examination shall be in such form as may be prescribed by the Council. Such forms may be obtained from the office of the Institute on payment of Tk.50/-. The form can also be obtained by post from the Institute by sending Pay Order/Bank Draft for Tk.50/- in favor of the Institute of Chartered Secretaries of Bangladesh alongwith a self addressed stamped envelope.

30 30 30 30

4 4 4 4

4 4 4 4

5.2 Correspondence

Course

In addition to the coaching classes, correspondence course is available for all subjects for the students who are unable to attend the classes. For each subject, students are supplied with a set of lesson notes, questionnaire and assignment materials. Students will be required to go through the lesson notes, prescribed test books, prepare answers to the questions and submit the same to the Institute for review and marking. The students will be provided with a program to complete the assignments within a particular period. On submission of 100% assignments to the satisfaction of the Institute, the concerned students will be eligible to appear at the examinations.

6.2 Language English shall be the only medium for answering. 6.3 Subjects of examinations

CHARTERED SECRETARY INTERMEDIATE LEVEL I

Code Subject 101 Organization and Human Resources Management 102 General and Commercial Law 103 Business Economics & Statistics LEVEL II Code Subject 201 Business Communication & Report Writing (BCRW) 202 Direct & Indirect Tax Laws 203 Financial, Cost & Management Accounting LEVEL III 301 Company Law and Practice-I 302 Company Secretarial Practice-I 303 Economic, Industrial & labor Laws 304 Banking, Insurance & Financial Laws and Practice Marks 100 100 100 Marks 100 100 100 100 100 100 100

FINAL GROUP I Code Subject 401 Company Law and Practice-II 402 Taxation Law & Practice 403 Corporate Finance & Investments 404 Management Control & Information Systems GROUP II 501 Company Secretarial Practice II 502 Professional Administration & Management Practice 503 Securities Laws & Capital Market 504 Secretarial & Management Audit Total Syllabus + INTERNSHIP (PRACTICAL TRAINING)

6.7 Powers of Examination Committee

Marks 100 100 100 100 100 100 100 100 1800

Admission to examination, expulsion and withholding of results remains within the absolute power of Examination Committee without assigning any reason The Examination Committee or a Person authorized by it in the behalf The examination committee or a person authorized by it in this behalf may for valid reasons (a) refuse to admit a candidate in an examination ; or (b) admit him/her to an examination subject to such conditions as it or he may consider to be reasonable to the student; or (c) debar him/her from appearing in the examination even if he /she has been admitted to it. Notwithstanding the fact that a candidate has obtained the minimum number of marks for passing an examination, the Examination Committee may withhold his result. Suspension and Cancellation of Examination Results / or Registration In the event of any misconduct by a registered student or a candidate enrolled for any examination, the Council or the Committee concerned may suo motu or on receipt of a complaint, if it is satisfied that the misconduct is proved after such investigation as it may deem necessary and after giving such student or candidate an opportunity to state his case, suspend or debar the person from appearing in any one or more examinations, cancel his examination result or student registration, or debar him from future registration as a student, as the case may be. Misconduct for the above purpose shall mean and include behavior in a disorderly manner in relation to the Institute or in or near an examination hall/premises/centre, breach of any regulation, condition, guideline or direction laid down by the Institute , malpractices with regard to oral tuition or resorting to or attempting to resort to unfair means in connection with the examination conducted by the Institute.

6.4 Examination Centres The Institutes examinations will be held in Dhaka and elsewhere in the country as may be deemed feasible by the Council. 6.5 Examination Timetable The examination timetable will be notified by the Council in the newspaper and in the notice board of the Institute. 6.6 Examination Rules Eligibility : In order to be eligible to appear at the examination students are required to comply with such conditions relating to examination as may be laid down by the council from time to time. To be specific, a student shall comply with the following regulations : i. Students enrolled in a particular session must attend at least 75% classes. Students failing to pass in a particular examination may reappear in any subsequent examination until he successfully passes the examination.

ii. Students enrolled under correspondence course and completed 100% assignments to the satisfaction of the Council are eligible to appear at the examination.

6.8 Intermediate examination Admission to intermediate examination a) No candidate shall be admitted to the Intermediate Examinations unless he/she has passed or has been exempted from the Preliminary examination. b) A candidate will be admitted to the Intermediate examinations, if he/she has registered himself/herself as a student in a particular session and completed one academic session. Qualifying marks Candidates for the intermediate examination shall be examined in the prescribed subject/papers under Schedule A and declared pass in the examination if he/she obtains at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregates of all papers of the Group. Exemption from individual paper of the intermediate examination A candidate shall be exempted from the paper of the intermediate examinations if he/she posses the qualifications specified in Chapter vii. Distinction A candidate shall be declared to have passed with distinction in intermediate examination if he obtains at one sitting a minimum of 50% marks in each subject and 70% marks or above in aggregate in the both groups without obtaining any exemption. 6.9 Final Examination No candidate shall be admitted to the Final Examination unless : i) ii) he/she has passed the intermediate examination or has been exempted from ; a minimum period of nine months have elapsed since his passing the intermediate examination or being exempted from the intermediate examination.

Qualifying Marks Candidates for the final examination shall be examined in the prescribed subject/papers and declared pass in the examination if he /she obtains at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregates of all papers of the Groups. Distinction A Candidate shall be declared to have passed with distinction in final examination if he obtains at one sitting a minimum of 50% marks in each subject and 70% marks or above in aggregate in the both groups without obtaining any exemption. Exemption from individual papers of the Final Examination . A Candidate shall be exempted from the papers of the final examinations if he/she posses the qualifications specified in Chapter - vii, secured 50% or more marks on the respective subject and on payment of requisite fees. 6.10 Examination Results Every candidate will be informed of the grades obtained in each paper and the result thereof but in no circumstances the marks obtained in individual paper will be furnished. 6.11 Verification of Marks Information as to whether a candidate's answers to each question in any particular subject or subjects examined and marked or not, may be supplied to a candidate on his submitting an application with verification of marks fee as fixed by the Council within 30 days of the declaration of the result of the said examination. The fee is only for verifying whether the candidate's answers in any particular subject or subjects have been examined and evaluated and not for re-evaluation of the answer. Reevaluation of the answers is not permissible under the regulations.

6.12 Issue of Pass Certificate Every candidate passing the Preliminary examination or the Intermediate examination or Final examination is issued with a Certificate to that effect in prescribed form by the Council. 6.13 Refund of Appropriation of Examination Fee i) A candidate once issued with an Admission Certificate for an examination is not entitled under any circumstances to refund of the examination fee paid by him. ii) Where, however, a candidate applies to the Council within 15 days from the date of depositing the fees or at least 15 days before the date of examination for considering appropriation of examination fee to the next examination on the ground that he was prevented from attending the examination on account of circumstances beyond his control and furnishes requisite documentary proof and information to the satisfaction of the Council, the Council may permit 50% of the examination fee paid by him to be appropriated towards the fee payable for the next following examination for the same group (s) for which he was enrolled. 6.14 Examination Grade Following grades are provided on the result slip against the subjects in order to show performances. A = Very good B = Standard C = Below Standard D = Poor E = Very Poor

CHAPTER VII EXEMPTIONS

The Council is empowered to grant Exemptions on reciprocal arrangement with other professional bodies as per Chartered Secretaries Act-2010 and Chartered Secretaries Regulations-2011

SCHEDULE-A

CHAPTER VIII FEE STRUCTURE

8.1 Intermediate
Code OHRM-101 GCL-102 BES-103 BCRW-201 DITL-202 FCMA-203
LEVEL-I

SUBJECT WISE SYLLABUS Subject Code : OHRM 101 ORGANIZATION AND HUMAN
Exam Fees 1350 1350 1800 1800 1800 2025
Exemption Fees

Coaching Fees 2700 2700 3600 3375 3375 4050

RESOURCES MANAGEMENT (ONE PAPER- 3 HOURS - 100 MARKS) Level -I Intermediate Level of knowledge : Working knowledge Objective : To provide an understanding of organizational structure, work environment and people at work. Course Contents : Organizations and Structuring the Work Environment Formal and informal organizations: why they exist and how they operate. Organizations as bureaucracies: rules and norms, the problems of bureaucracy. The changing roles of people in organizations: from management to leadership, from conflict to collaboration, from compliance to commitment. Sources of authority, power and control at work. Types of organizational structure: matrix patterns, project-based patterns, 'tall' and 'flat' systems. Choices of organization, workplace and job design. The influence of size, market, environment and technology on organizational structure and functioning. The processes and problems associated with organizational change. The Work Group and Leadership The development, operation and influence of work groups and teams, Formal and informal work groups. Group pressures and conformity; influences on behavior. Individual versus group performance.

Organization and HRM General and Commercial Law Business Economics & Statistics
LEVEL-I

2250 2250 3000 2250 2250 2250

Business Communication & Report Writing (BCRW) Direct & Indirect Tax Laws Financial, Cost & Management Accounting
LEVEL-II

CLP-301 CSP-302 EILL-303 BIFLP-304

Company Law & Practice-I Company Secretarial Practice-I Economic, Industrial & Labor Laws Banking, Insurance & Financial Laws and Practice
GROUP - I

4050 3600 4050 4050

2025 2025 2025 2025

NE NE NE NE

8.2 Final
Code Coaching Fees 4050 4050 4050 4050 Exam Fees 2250 2250 2250 2250
Exemption Fees

CLP-401 TLP-402 CFI-403 MCIS-404

Company Law & Practice II Taxation Law & Practice Corporate Finance & Investments Management Control & Information Systems
GROUP - II

NE 3300 3300 NE

CSP-501 PAMP-502 SLCM-503

Company Secretarial Practice-II Professional Administration & Management Practice Securities Law & Capital Market

4500 4500 4500

2250 2250 2250

NE NE NE

 * * * * * *

Group cohesion and influences on team effectiveness. Theories of leadership. Leadership styles and effectiveness. Subject Code : GCL 102 GENERAL AND COMMERCIAL LAW (ONE PAPER- 3 HOURS - 100 MARKS) Level -I Intermediate Level of knowledge : Working knowledge Objective: To acquaint the students with the important commercial laws, knowledge of which is essential for an understanding the legal implications of the general activities of a modern business organization. Course Contents: 1. Sources of Law : Status and subordinate legislation, Custom, Personal law, Justice and equity and good conscience and Judicial precedents. 2. Constitution : Fundamental rights, freedom of trade, commerce and intercourse; constitutional provisions relating to State monopoly; judiciary; writ jurisdiction of High Courts and the Supreme Court; different types of writes-habeas corpus. 3. Law relating to Arbitration : Appointment of arbitrators -procedure; judicial intervention; venue - commencement; award - time limit er.forceability; interest; recourse against award -appeals. 4. Law relating to Stamps : Methods of stamping; consequences of non-stamping and under stamping; impounding of instruments; construction of instruments for determination of stamp duty payable; adjudication; allowance and refund; penal provisions. 5. Law relating to Societies Registration : General concept relating to registration of societies; property of societies how vested; suits by and against societies; enforcement of judgment against societies; dissolution of societies. 6. Law relating to Trusts : General concept relating to trusts; creation of trust; duties and liabilities of trustees; rights and powers of trustees, disabilities of trustees and rights and liabilities of the beneficiary. 7. Law of Evidence : The object of the study of the law of evidence, relevant facts, resgestae, motive, preparation and conduct, and job specifications, Needing people: the rudiments of human resource planning. Attracting people: job descriptions recruitment methods and systems.

People at Work

Selecting people: selection techniques and methods, including the interview, psychometric testing, and group assessment approaches. Developing people: key factors in the design, operation and effectiveness of training and development. Departing people: redundancy, retirement, dismissal, and voluntary exiting. Performance through people: the elements of motivation and reward performance management; performance review and appraisal; dealing with problem performers. Compensating people: Statutory and customary, wage plans and policies, profit sharing and incentive plans; compensation package and terminal benefits; employee benefit programmes.

Books recommended : 1. Management 2. Management 3. Human Resource Management 4. Human Resource Management 5. Principles of Personal Management

: Heinz Weihrich and Harold Koontz : Robert Kreitner : Fisher, Schoenfeldt Shoaw : Gray Deesler : Edwin B. Flippo.

admissions, confessions, facts of which evidence need not be given, facts of which evidence cannot be given, oral, documentary and circumstantial evidence. 8. Criminal Procedure Code : Offences; mens rea, cognizable and noncognizable offences, bail, continuing offences, searches, limitation for taking cognizance of certain offences. 9. Code of Civil Procedure : Elementary knowledge of the structure of civil courts, their jurisdiction, basic understanding of certain terms-order, judgment and decree, stay of suits, res judicata, suits by companies, minors, basic understanding of summary proceedings, appeals, reference, review and revision. 10. Information Technology Law : An Overview: Important terms under information technology legislation; digital signatures, electronic records; certifying authority; digital signature certificate; Cyber Regulation Appellate Tribunal; offences and penalties. 11. Law relating to Registration of Documents: Registrable documents : compulsory and optional; time and place of registration; consequences of non-registration; description of property; miscellaneous provisions. 12. Law relating to Transfer of Property : Important definitions; movable and immovable property; properties which cannot be transferred; rule against perpetuities; lis pendens; provisions relating to sale, mortgage, charge, lease, gift and actionable claim. 13. Law relating to Limitation : Computation of period of limitation for different types of suits - continuous running of time; extension of period of limitation; limitation and writs under the Constitution. 14. Law relating to contract : Contract-meaning; essentials of a valid contract; nature of contract; performance of contract; termination and discharge of contract; indemnity and guarantee; bailment and pledge; law of agency. 15. Law relating to Sale of Goods : Essentials of a contract of sales; sale distinguished from agreement to sell, bailment, contract for work and labour and hire-purchase; conditions and warranties; transfer of title by non-

owners; doctrine of caveat emptor; performance of the contract of sale; unpaid seller-his rights against the goods and the buyer. 16. Law relating to Negotiable Instruments : Definition of a negotiable instrument; instruments negotiable by law and by custom; types of negotiable instruments; parties to a negotiable instrument - duties, rights, liabilities and discharge; material alteration; crossing of cheques; payment and collection of cheques and demand drafts; presumption of law as to negotiable instruments. 17. Law relating to Partnership : Nature of partnership and certain similar organisations-co-ownership, joint Hindu Family; partnership deed; rights and liabilities of partners including those of newly admitted partners, retiring and deceased partners; implied authority of partners and its scope; registration of firms; dissolution of firms and of the partnership. Books recommended : 1. Constitution of Bangladesh 2. Relevant Acts 3. Commercial Laws : Mafizul Islam 4. Mercantile Law : N.D Kapoor

Subject Code : BES 103 BUSINESS ECONOMICS AND STATISTICS (ONE PAPER - 3 HOURS - 100 MARKS) Level -I Intermediate Level of knowledge : Basic knowledge Objective : To provide basic and conceptual understanding of general Economics principles and statistical tools to interpret and analyse various economics decisions. PART-A (60 Marks) BUSINESS ECONOMICS Course Contents: 1. Nature and Scope of Economics : Definition, nature and scope of economics; micro and macro economics; positive and normative economics; working of economic systems with special reference to the capitalistic, socialistic and the mixed economies. 2. Demand Analysis : Utility analysis - total utility and marginal utility; law of diminishing marginal utility; law of equi-marginal utility; indifference curves - meaning, properties, marginal rate of substitution; consumers equilibrium; law of demand; elasticity of demand. Production, Costs and Revenue Analysis : Laws of returns; returns to scale; costs and revenue concepts and their relationship with output; economies and diseconomies of scale.

7. Theory of Employment and Income Determination: Framework of Keynesian theory of income and employment, consumption function, investment function and their determinants, investment multiplier, determination of level of income and employment; Keynesian theory with reference to developing economies. 8. International Trade and Balance of Payments : Theory of comparative cost advantage, terms of trade and their determinants, concept of rate of exchange; balance of trade and balance of payments and their relationship, measures against balance of payments disequilibrium.

Books recommended : 1. Modern Economics Theory 2. Economics 3. A Text Book of Economics : K.K. Dewett : Paul A. Samuelson : Hanson J.L.

4. Various publications and books on Bangladesh economy. PART-B (40 Marks) STATISTICS Course Contents: 1. Statistical data collection primary and secondary data, methods of collecting primary data, sources of secondary data, census and sample investigation. Presentation of statistical data - classification; tabulation; frequency distribution; diagrams and graphs. Statistical average - importance and requisites of a good statistical average; types of averages - arithmetic mean, median, mode, geometric mean and harmonic mean, weighted average; relationship amongst different averages.

3.

4. Equilibrium of the Firm and Industry : Price and output determination under perfect competition, monopoly and monopolistic competition. 5. 6. National Income : Concept, significance and measurement of national income. Money and Credit: Concept of money and credit; the Quantity theory of money; the supply of money; credit creation by bank; functions of central banking and its instruments of credit control.

2. 3.

4. Dispersion - meaning and significance of dispersion; methods of measuring dispersion - range, quartile; mean deviation, standard deviation, Lorenz Curve. 5. Correlation and regression analysis (simple) - meaning and significance of correlation, types of correlation, methods of studying correlation - scattered diagram, Karl Pearson's coefficient of correlation; rank correlation; co-efficient of determination; regression analysis - meaning and significance, difference between correlation and regression, regression lines, regression equations, coefficient of regression; standard error of the estimate. 6. Index numbers - definition and significance of index numbers, construction of index numbers, types of index numbers, consumer price index numbers, limitations of index numbers. Time series analysis - meaning, significance and components of time series, measurement of trend-graphic, semi-average, moving average and least square method, measurement of seasonal variations; forecasting.

Subject Code; BCR 201 BUSINESS COMMUNICATION & REPORT WRITING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level - II Intermediate Level of knowledge : Working Knowledge Objectives: To develop ability to communicate clearly and correctly and to learn style of writing in English. PART-A (50 Marks) ENGLISH Course Contents: Correct Usage : Tested through knowledge about Prepositions and Tenses, Active and Passive Voice, Direct and Indirect Speech, Common Errors, etc. Formation, Types, Analysis and Synthesis of Sentence. Vocabulary : Knowledge of One Word Substitutes, Synonyms and Antonyms; Numbers (Singular and Plural), Gender (Masculine and Feminine); Diminutives and Primitives; Phrases, Idioms, Foreign Words and Phrases, etc Punctuation * Essay writing: Essays on matters of current interest to trade, commerce, industry and profession; essay writing from given facts and data Precis writing: Preparation of summary of office notes, summary of matters appearing in economic and commercial dailies and journals for use in committee meetings in the office; summary of decisions taken in meetings and conferences

7.

Books recommended: 1. 2. Business Statistics : S.P. Gupta & M.P. Gupta An Introduction to Statistics : Mian & Miyan

PART-B (50 Marks) BUSINESS COMMUNICATIONS Course Contents: Business communication: Meaning and significance of good communication; means of communication-oral, written; essentials of good business letter, etc. Business correspondence organization. in functional departments of an

* Administration and miscellaneous Drafting of telegraphic and facsimile messages; correspondence connected with import and export of goods; correspondence with agents and transport companies; public notices and invitations; representations to Trade Associations Chambers of Commerce and public authorities. * Interdepartmental communication Internal memos; office circulars; office orders; office notes; representation to chief executives and replies thereto; communication with regional/branch offices. * Preparation of press releases. * Report writing. Normal and informal reports. * Receiving, dispatching, filling industrial and business document and office papers.

Types of letters: (a) Personnel : letter calling candidates for written test; drafting of interview letters; offer of appointment; provisional appointment orders; final order of appointment; employee disciplinary matters - show cause notices, charge sheets, letters of dismissal, discharge and other punishments. (b) Purchase : request for quotations, tenders, samples and drawings; test order; complaints and follow-up. (c) Sales : drafting of sales letters, circular letters, preparation of sale notes with conditions of sale on the reverse; status esquires; preparation of market survey report; reports to sales manager such as sales promotion matters; drafting of advertisements. (d) Accounts : correspondence with various agencies; customers regarding dues, follow up letters; banks _ regarding over-drafts, cash credits and account current; insurance companies _ regarding payment, renewal of insurance premium, claims and their settlement; public authorities like Provident Fund Commissioner, Post and Telegraph authorities, regarding payment of Provident Fund contributions, installation of new connections and payment of telephone bills; payment of sales tax deducted at source. (e) Secretarial: correspondence with shareholders and debenture holders pertaining to dividend and interest, transfer and transmission.

Books Recommended :
1. English Grammar, Composition and Correspondence : Pink & Thomas 2. English Grammar Composition and Usage 3. Report Writing for Business 4. Basic Business Communication 5. Business Communication Principles and Application : Nesfield : Raymond V. Lesikar : Raymond V. Lesikar : Zane K. Quible Margaret H. Johnson Dennis L. Mott

Subject Code : DITL 202 DIRECT AND INDIRECT TAX LAWS (ONE PAPER - 3 HOURS -100 MARKS) Level - II Intermediate. Level of knowledge : Working knowledge Objectives : (i) To impart knowledge of the basic principles underlying the substantive provisions of direct and indirect tax laws to the students. (ii) To equip students with application of principles and provisions of direct tax laws in computation of income and taxation of a 'person' excluding companies under various heads of income and their assessment procedures. PART-A (50 Marks) DIRECT TAX LAWS Course Contents Income Tax Ordinance 1984 * Definitions, concept of income and residential status * Distinction between capital and revenue receipts and expenditure. * Basis of charge and scope of total income. * Income deemed to accrue or arise in Bangladesh and deemed to be received in Bangladesh. * Income exempt from tax. * Computation of total income under various heads, such as -salaries, interest on securities, income from house property, agricultural income, income from business or profession, capital gains, income from other sources. * Income of other sources included in assessee's total income; aggregation of income and set off or carry forward of losses;

'Various'deductions to be made in'computing total income,, rebates and reliefs in respect of income-tax; rates of applicable taxes and tax liability. * Taxation of every person excluding companies, viz., individuals including non-residents, Hindu Undivided Family, firms, association of persons, cooperative societies, trusts and charitable and religious institutions, etc. * Income-tax authorities - their appointment, jurisdiction and powers. * Special provisions relating to certain incomes of non-residents. * Provisions concerning procedure for assessment/ reassessment. * Provisions relating to collection and recovery of tax. * Refund to tax. * Appeals and revision provisions. * Penalties imposable, offences and prosecution. Gift-tax * Statutory definition of gift; valuation of gift; tax-exempted gifts; return of gifts; assessment and recovery of gift tax; penalties and prosecution. PART-B (50 Marks) INDIRECT TAX LAWS Course Contents: The Customs Act: Nature of restrictions of import and export under the Act; clearance of goods from the port; transport and warehousing thereof; leave of exemption from and collection of customs duties; drawback of duties and customs, appeals and revision procedure. Value Added Tax : Definition and ambit of VAT net, base for computation of value added, VAT registration, price declaration and approval procedure, payment of VAT, supplementary duties and turnover tax, VAT exemption and adjustment, filing of returns and appeals, penalties, books and registers for recording of VAT related transactions. Books recommended : 1. Income tax ordinance 1984 2. Value Added Tax (VAT) Act 3. Customs Act

Subject Code: FCMA 203 FINANCIAL, COST AND MANAGEMENT ACCOUNTING (ONE PAPER - 3 HOURS - 100 MARKS) Level - II Intermediate Level of knowledge : Working Knowledge Objectives : To develop understanding of the concepts and practices associated with financial reporting in companies, groups of companies and other organizational entities. PART-A (50 Marks) FINANCIAL ACCOUNTING Course Contents: 1. Statutory records to be maintained by a company. 2. Accounting Standards : relevance and significance; national and international accounting standards. 3. Accounting for share capital transactions : Issue of shares at par, at premium and at discount; forfeiture and re-issue of shares; buyback of shares; redemption of preference shares -statutory requirements, disclosure in balance sheet; rights issue. 4. Issue of debentures : Accounting treatment and procedures; redemption of debentures; conversion of debentures into shares. 5. Underwriting of issues; acquisition of business; profits prior to incorporation; treatment of preliminary expenses. 6. Preparation and presentation of final accounts of joint stock companies as per company law requirements; provisions and reserves; determination of managerial remuneration; appropriation out of profits; transfer of profits to reserves; payment of dividend, transfer of unpaid dividend to Investor Education and Protection Fund; bonus shares and payment of interest out of capital.

7. Accounting treatment for amalgamation and reconstruction of companies; internal reconstruction. 8. Holding and subsidiary companies: Accounting treatment and disclosure; consolidation of accounts. 9. Valuation of goodwill and shares. 10. Final accounts of banking companies, insurance companies and electricity companies. 11. Overview of financial reporting in respect of various kinds of financial institutions like mutual funds, non-banking finance companies, merchant bankers, stock brokers, etc. 12. Computerised accounting: Accounting softwares; accounting applications using data base management system; role of computers in accounting. PART-B (50 Marks) COST AND MANAGEMENT ACCOUNTING Course Contents : 1. Introduction : Objectives of costing system, cost concepts and cost classification; establishing costing system, management accounting - meaning, nature and scope; role of management accounting, tools and techniques of management accounting; distinction between financial accounting, cost accounting and management accounting. 2. Elements of cost: Material cost : Purchase procedures, store keeping and inventory control, fixing of minimum, maximum and re- order levels, ABC analysis, pricing of receipts and issue of material and accounting thereof, investigation and corrective steps for stock discrepancies; accounting and control of wastage, spoilage and defectives. Labour Cost : Classification of labour costs, payroll procedures, labour analysis, monetary and non-monetary incentive schemes; measurement of labour efficiency and productivity; labour turnover and remedial measures; treatment of idle time and overtime. Direct expenses : Nature, collection and classification of direct expenses and its treatment.

Overheads : Nature, classification, collection, allocation, apportionment, absorption and control of overheads. 3. Reconciliation of cost and financial accounts. 4. Methods of costing : Output or unit costing; job and batch costing; operating costing; contract costing; process costing -treatment of byproducts and joint products. 5. Budgetary control : Preparation of various types of budgets; advantages and limitations; budgetary control reports to' management; zero base budgeting; performance budgeting. 6. Standard costing and variance analysis : Standard costing distinguished from budgetary control: types of standards, determination of standards, variance analysis, disposal and reporting of variances to management. 7. Marginal costing and break-even analysis : Marginal costing distinguished from absorption costing; application of marginal costing; contribution concept and decision making; cost-volume-profit relationship; break-even analysis, preparation of break-even charts, profit - volume graph; practical application of profit volume ratio. 8. Analysis and interpretation of financial statements: Nature, objectives; latest trends in presenting financial data; importance and limitations; types and tools of financial statement analysis; accounting ratios-classification; - advantages and limitations; inter-firm comparison. 9. Cash flow statements : Classification of cash flows, preparation and usefulness. 10. Accounting for price level changes : Inflation accounting, limitations of historical cost accounting, methods of accounting for changing prices. 11. Responsibility accounting : Basic principles, centers of control; responsibility reporting, implementation, organizational aspects, benefits and difficulties; management reporting system; behavioral consideration in accounting; social reporting. Books recommended 1. Accounting Principles : Weygandt Kieso Kell 2. Advanced Accounting : H. Chakraborty 3. Advanced Accounting : Mainuddin Khan 4. International Accounting Standards : Published by ICAB 5. Advanced Accounting : Jain & Narang

Subject Code: CLP 301 COMPANY LAW AND PRACTICE I (ONE PAPER - 3 HOURS -100 MARKS) Level - III Intermediate
Level of knowledge : Working Knowledge Objectives : To provide conceptual understanding and working knowledge of the provisions of the Companies Act 1994 (or of amendments thereof). Course contents: 1. Introductions : Nature and functions of companies; concept of corporate personality and nature of corporate characteristics -company as a person, resident, citizen, 2. Types of companies : Public and Private Limited Companies; Companies Limited by Guarantee and Unlimited Companies. Holding and Subsidiary Companies. Comparison of registered companies with other forms of organizations e.g., Sole Traders and Partnership; Joint Venture, Corporations, Local Authorities, State Companies, Voluntary Authorities, Formation of a Company : The Registrar of Joint Stock Companies, Deed of Settlement, the contents and effects of the Memorandum of Association, Articles of Association, Memorandum and Articles on the website. Additional documents required for incorporation, certificate of incorporation; commencement of business and certificates of foreign companies. Alternation of Memorandum and Articles and limitations on power of such alternations. Promoters/Sponsors : Meaning and importance; position, duties and liabilities. Corporate transactions : Pre-incorporation contracts; Deed of settlement, doctrine of ultra-vires. Statutory Books : Kinds and nature, maintenance of books, electronic registers, Common Seal.

3.

4. 5. 6. 7.

8. Protection of persons dealing with a company: The doctrine of constructive notice; doctrine of indoor management and lifting of corporate veil

9. The concept of capital and financing of companies: Sources and categories of capital; classes and types of shares; equity with differential rights; issue of shares at par, premium and discount; bonus issues, rights issues, right issue rules, stock and share, issue of sweat equity shares, employee stock option scheme; private placement. 10. Share capital alteration : Alteration, increase of share capital; reduction of paid-up capital; forfeiture and surrender. 11. Prospectus : Definition; abridged prospectus; statement in lieu of prospectus; shelf prospectus; information memorandum; contents, registration, misrepresentations and penalties therefore, internet prospectus. 12. Initial Public Offer (IPO) procedure. 13. Debt capital : debentures, debenture stock, bonds; new developments in corporate debt financing; sinking fund, debenture trus deed and trustees conversion of and redemption of debentures; creation of charges - fixed, floating charges and registration thereof. 14. Allotment and certificates : Applications to subscribe for shares, debentures and other securities; allotment rules, letters of allotment and renunciation; calls, forfeitures; share certificates/shares warrants. Issue and re-issue of share certificates, control and security for letters of allotment and * share certificates, market lots, splitting and consolidation, dealing with fractional shares, etc. 15. Membership : Modes of acquiring membership including through depository mode; restriction on membership; rights and privileges of members limitations of share membership. Transfer and transmission of securities in physical and depository modes. Books recommended : 1. Companies Act, 1994 2. Company Law and Practice : Dr. Khawaja Amjad Syeed

Subject Code CSP 302 COMPANY SECRETARIAL: PRACTICE - I (ONE PAPER - 3 HOURS - 100 MARKS) Level - III Intermediate Level of knowledge : Working Knowledge Objectives : To provide expert knowledge and understanding of procedural requirements on various matters relating to company law. Course contents: 1. lncorporations and Conversions of Companies: Procedure for incorporation of private/public limited companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversions; commencement of business; deed of settlement; issue of certificates of incorporation and commencement of business; specimen resolutions; commencement of business. 2. Alterations, Changes and Modifications : Procedure for alterations in Memorandum and Articles of Association of a company i.e. change of name, objects, situation of registered office, share capital, articles of the company; specimen resolutions thereof. 3. Allotment/Change in Share Capital and Transfer and Transmission : Procedure for allotment, consolidation/subdivision of shares, conversion of shares into stock-warrants, cancellation of shares, transfer/transmission of shares, verification of shares, issue of share certificates, forfeiture of shares; checklists and specimen resolutions. 4. Central Depository System (CDS) : Concept of CDS, merits over current system, dematerialization, rematerialisation, Depository Participants under Depository Act, functional concepts and Regulation, etc. settlement under Depository System. 5. Appointments, Removal and Other Changes : Procedures for appointment, reappointment, removal and varying terms of appointment, fixation/revisions of remuneration of directors

3. Company Meetings, Law and Procedures : B.K. Sen Gupta 4. Handbook for Company Secretary 5. All About Shares Management : A.K.A. Muqtadir : A.K.A. Muqtadir

including managing and whole-time directors, managers, company secretary, compliance officer, secretary in whole-time practice, auditors, cost auditors, sole selling agents; specimen '' resolutions. 6. Membership in a Company : Procedure for induction of members, expulsion of a member, variation of members' rights; procedure for making application to the Court/Company Law Board; specimen resolutions. 7. Meeting : Calling and conduction meetings of Board, its committees, shareholders and others secretarial functions for various meetings post-meeting formalities including writing of minutes; specimen notices and resolutions. 8. Preparation of Annual Reports : Balance sheet, profit and loss account/ income and expenditure statement, auditor's report, directors' report, statement on corporate governance, directors' responsibility statement, compliance certificate; chairman's statement. 9. Creation/Modification/Satisfaction of Charges and Registration thereof : Procedure for creation/modification satisfaction of charges and registration thereof by the Registrar of Companies; specimen resolutions. 10. Inter-corporate Loans, Investments, Guarantee and Security : Procedure for making inter-company loans, investments, giving of guarantees and providing of security; specimen resolutions. 11. Declaration and Payment of Dividend : Procedure for ascertainment, declaration and payment of dividend resolutions for interim and final; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund; specimen resolutions. 12. Maintenance of Statutory Books/Registers and Filling of Returns : Maintaining and monitoring of statutory books/registers prescribed under various provisions of the company law and filing of

various forms/ returns to Registrar of Companies; streamlined procedure for registration of documents; procedure and penalties for delayed filing, etc. electronic maintenance of registers and returns filing. 13. Drafting of Company-Documents: - Deed of settlement. - Memorandum of Association, Articles of Association. - Promoters agreement, allotment letter, contract of appointment of managerial personnel, share certificates, debentures/bond certificates, proxies, dividend/ interest/ redemption warrants, fixed deposit receipts. - Underwriting agreement. - Text of advertisements, statement in lieu of advertisement, application form for deposits. - Notices of meetings, directors' report, directors' responsibility statement Books recommended : 1. Companies Act, 1994 2. Securities and Exchange Rules 1987 (as amended) 3. Company Law and Practice 4. Company Law 5. Handbook for Company Secretary 6. All About Shares Management : Dr. Khawaja Amjad Syeed : B.K. Sen Gupta : A.K.A. Muqtadir : A.K.A. Muqtadir

Subject Code : EILL 303 ECONOMIC, INDUSTRIAL AND LABOUR LAWS (ONE PAPER - 3 HOURS - 100 MARKS)

7. Subsidies and Countervailing Duties: WTO provisions on subsidies and countervailing duties, administration of countervailing duties, procedure for countervailing duties and merging trends. 8. Intellectual Property: Concept and objectives; various provisions of Trade Related Aspects of Intellectual Property Rights agreement intellectual property system in Bangladesh; law and procedure relating to patents, trade marks, copyright, designs, etc. international conventions relating to intellectual property. 9. Pollution Control and Environmental Protection: Concept of sustainable development, Government policy regarding environment. PART-B (50 Marks) INDUSTRIAL AND LABOUR LAWS Course contents: Bangladesh Labour code 2006 : (Act No. 42 of 2006) The Syllabus includes all the sections from 1 354 along with all the Schedules. Books recommended : 1. The Bangladesh Labour Code 2006 2. Relevant Acts and Regulations 12. Essential Services Ordinance and essential service Act. : Md. Abdul Halim Masum Saifur Rahman

Level - III Intermediate Level of knowledge : Working Knowledge Objectives : To provide and understanding of certain economic, labour and industrial legislation which have direct relevance to the functioning of the companies. PART-A (50 Marks) ECONOMIC LAWS Course contents : 1. Industries development and regulation : Industrial policy definition and clarification of industries, public and private Sector investment, foreign investment. 2. Board of Investment : Formation, Its role, functions and activities. 3. Foreign collaborations and joint ventures : Industrial Policy and Foreign Direct Investment: kinds of collaboration and joint ventures, incentives, negotiating foreign collaboration / joint venture; drafting of agreement, restrictive clauses in the foreign collaboration /joint venture agreements; Joint Ventures Abroad and Bangladesh. 4. World Trade Organization (WTO) : Basic Principles of WTO and GATT; their functions and areas of operations, various agreements under WTO. 5. Trade Organization Ordinance : Definitions, classification, licensing and registration, membership, cancellation of registration, etc. 6. Anti-dumping Duties: WTO provisions on anti-dumping; antidumping laws- anti-dumping duties regulatory framework, procedure and developments therein.

Subject Code: BIFIL 304 BANKING INSURANCE & FINANCIAL LAWS & PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) LEVEL - III Intermediate Level of knowledge : Working Knowledge Objectives To provide good understanding of the role and working of banking, insurance and lease management.

9. Law relating to Banking Regulations : bankers' book evidence; recovery of debts due to banks and financial institutions. 10. Regulation and management of foreign exchange: Objectives and definitions under Foreign Exchange Regulations Act, dealings in foreign exchange, holding of foreign exchange etc., current account transactions, capital account transactions, export of goods and services, realization, and repatriation of foreign exchange, exemptions, authorized person and penalties. Foreign Private Investment (promotion and protection) Act - Definition, foreign private investment, protection and equitable treatment, sanction, indemnification, expropriation and nationalization, repatriation of investment. 11. Banking sector reforms in Bangladesh: An overview; cooperative banks; nationalized banks; private sector banks; international banking - foreign banks, recent developments in banking sector. PART-B (40 Marks) INSURANCE LAW & PRACTICE Course Contents: 1. Introduction : Risk and uncertainty; classification of risk; sources of risk - external and internal. Insurance: meaning, nature and significance; essential requirements and principles of risk insurance; re-insurance; nationalisation of insurance business in Bangladesh; Insurance Regulatory Development Authority Act. Life insurance : Law relating to Life Insurance; general principles of life insurance contract; proposals and policy; assignment and nomination; title and claims; concept of trusts in life policy; Jibon Bima Corporation - role and functions. General Insurance : law relating to general insurance; different types of general insurance; general insurance and life insurance; nature of fire insurance; various type of fire policy; subrogation; double insurance; re-insurance; contribution; proximate cause; claims and recovery.

PART-A (40 Marks) BANKING LAW & PRACTICE Course Contents: 1. Introduction to banking : Historical perspective; emergence and importance of commercial banking; an overview of development in banking section in Bangladesh. 2. Relationship between banker and customer: Legal framework corporate banking, loan documentation. 3. Law and procedure governing banking Cheque, bill of exchange, letter of credit, etc. 5. Lending policies : Risk and profitability planning. 6. Money Laundering : Genesis, concept and definitions, various transactions, etc. obligations of banks and financial institutions. 7. Development banking : Development banking as distinguished from commercial banking; growth of development banking; role of development banks in economic development. 8. Bangladesh Bank and its control on commercial banks : impact of Bangladesh Bank's policies on operations of commercial banks; specialized financial institutions. instruments:

4. Management of assets : Liabilities in commercial bank. 2.

3.

4. Accident and motor insurance : nature, disclosure, terms and conditions; claims and recovery; third party insurance; compulsory motor vehicle insurance; accident insurance. 5. Marine insurance : law relating to marine insurance; scope and nature; types of policy; insurable interest; disclosure and representation; insured perils; proximity cause; voyage; warranties, measurement of subrogation; contribution; under insurance. 6. Risk management: nature, risk analysis, planning, control and transfer of risk; administration of company's properties and provision of adequate security arrangements. 7. Insurance surveyorship : appointment, legal provisions and licensing, functions. 8. Company Secretary vis-a-vis insurance and risk management recent developments in the insurance sector in Bangladesh. PART-C (20 Marks) FINANCIAL INSTITUTIONAL LAW & PRACTICE Course Contents: Introduction : Financial Institutions; definition; licensing, reserve fund, dividends and balance sheet; regulation of business; holding of liquid assets; moratorium; reconstruction etc. or financial institution -offence of penalties cognizance of offence. Books recommended : 1. Bank Companies Act, 1991 2. The Insurance Act, 1938 3. Laws relating to Financial & Leasing Companies

Subject Code: CLP 401 COMPANY LAW AND PRACTICE-II (ONE PAPER - 3 HOURS -100 MARKS) GROUP -1 Final Level of knowledge : Expert Objectives : To develop and understanding of the regulation by law of registered companies Course contents: Corporate governance: Directors : Appointment/re-appointment, qualifications, disqualifications, remuneration, vacation of office, retirement, resignation and removal; loans to directors; powers and duties; office of profit; role of directors, borrowing powers and disclosure of interests. Managing and whole-time directors and manager : Appointment, re-appointment, powers and duties. Company Secretary : Definition of Secretary; appointment, position, qualifications, powers, duties and liabilities; role of company secretary as statutory officer, as coordinator and as chief administrative officer as public relation officer. Chief Governing Officer (CGO): Necessity, scope and responsibilities, statement of CGO.

Company Secretary in Practice : Definition of company secretary; who can practice; areas of practice; certification by company secretary in practice professional duties and code of conduct; provision of the Chartered Secretaries Act, 2003 and the Chartered Secretaries Regulations, 2003. Meeting : * Meeting of directors and committees: Frequency, convening and proceedings of Board/Committee meetings, minutes, e-meeting and econferences and evidence, Minutes Book, Tele-conferencing.

Chairman of the Board : Appointment scope and duties of Chairman. * General Meetings : Kinds of genera! meetings and resolutions; law, practice and procedure relating to convening and proceedings at general and other meetings; decorum at general meeting, recording and signing of minutes, postal ballot, book closure etc. * Management of a Company : Division of powers between Board and management; acts by directors in excess of authority; monitoring and management. * Managing Director : Appointment, re-appointment, renew of contract, appointment of Managing Director of banks and financial institutions. * Investments and Loans : Law relating to making investments in and granting loans to other body corporate and giving guarantees and providing security. * Accounts and Audit : Statutory books to be kept; form and content of balance sheet and profit and loss account; disclosure of accounts of holding and subsidiary companies; auditor's report. Appointment, resignation and removal of auditors; rights, duties and liabilities of auditors, powers of the Government to director special audit; cost audit, secretarial audit. * Annual Report : Requirement of annual report under various rules and regulation, discloser of financial and non-financial data and information in the annual report, history data, pattern of shareholding, director's report, chairman's statement, corporate governance statement, secretary's compliance statement, notice requirement, limitations of publicity and advertisement in the annual report, etc. * Divisible Profits : Ascertainment of divisible profits; declaration and payment of dividend; transfer of unclaimed dividend to Investor Education and Protection Fund. Books recommended : 1. The Companies Act, 1994; 2. Securities & Exchange Ordinance and Rules (as amended); 3. Company Law & Practice : Dr. Khawaja Amjad Sayeed 4. Company Law & Practice : K. Kishore 5. Company Meetings: Law & Practice : B.K. Sen 6. Handbook for Company Secretary : A.K.A. Muqtadir.

Subject Code: TLP 402 TAXATION LAW AND PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) GROUP -1 Final Level of knowledge : Expert Objectives : To provide thorough knowledge on direct and indirect taxes including tax planning and management. PART-A (50 Marks) DIRECT TAX 1. General Framework of Direct Taxation in Bangladesh Different direct tax laws and their inter-relationship in the scheme of taxation in Bangladesh, importance of Income-tax Act and annual Finance Acts. 2. Companies under Income-tax Laws Classification and tax incidence; corporate tax; computation of taxable income and assessment of tax liability considering special provisions relating to companies. 3. Tax Planning Concept of tax planning. Tax planning with reference to setting up of a new business; locational aspects; nature of business; planning for tax holiday benefits, limitations on the tax planning exercise - flexible planning premises; planning in the context of court rulings and legislative amendments. Tax planning with regard to specific management decisions such as make or buy; own, lease or hire, etc. Tax planning with reference to financial management decisions such as capital structure of a company and tax incidence; tax as a variable in computing cost of capital; tax considerations in dividend policy and bonus shares issue.

Tax planning in respect of non-resident company assessee. Tax planning with respect to corporate reorganization, i.e., amalgamation, merger, demerger and slump sale. Double taxation avoidance agreements; provisions and tax implications thereof. general principles;

Search, seizure and Investigation provisions; offences and penalty provisions. Adjudication, Appellate and Revision provisions - law, procedures and practices including appearance before Customs Excise and Gold (Control) Appellate Tribunal by Company Secretary as an authorised representative. Provision of law and procedure in respect of settlement of cases. 3. Customs Laws Levy of and exemption from customs duties- specific issues and case studies; assessment and payment of duties; recovery and refund of customs duties. Clearance of imported and exported goods - procedure, including baggage and goods imported or exported by post and stores; provisions relating to coastal goods and vessels carrying coastal goods. Drawback of customs duties - law and procedure. Transportation and warehousing - rules and regulations. Confiscation of goods and conveyances and imposition of penalties; search, seizure and arrest, offences and prosecution provisions. Adjudication, Appellate and Revision provisions; Settlement of Cases provisions and procedures. 4. Tax Planning and Management Scope for tax planning and management in central excise, customs and VAT with specific reference to important issues in the respective areas.

Tax planning with reference to employees remuneration. Tax planning vis-J-vis importance provisions of wealth-tax and court rulings and legislative amendments pertaining to wealth-tax.

4. Tax Management Tax return and procedure for company assessment; special procedure for assessment of search cases, liability in special cases; collection and recovery of tax, refunds, appeals and revisions; penalties imposable, offences and prosecution; other miscellaneous provisions. RART-B (50 Marks) INDIRECT TAX 1. Introduction Special features of indirect tax levies - all pervasive nature, contribution to Government revenues; instrument of planning, development and fiscal performance; constitutional provisions authorizing the levy and collection of duties of central excise, customs and central sales tax. 2. Central Excise Laws Basis of chargeability of duties of central excise - goods, manufacture, classification and valuation of excisable goods - specific issues and case studies; assessment procedure (including Advance Rulings provisions), exemption, payment, recovery and refunds of duties. Clearance of excisable goods; clearances and procedures under self Removal Procedure, including an overview of accounts, records and returns to be maintained/filed. Small scale units and applicable laws for duty payment purposes. Set-off of duties - meaning, scheme of set off/input duty relief schemes; concepts under the Value Added Tax. Central Excise Concessions on exports - provisions and procedures.

Books recommended : 1) Income Tax Ordinance 1984 2) Value Added Tax Act 3) Customs Act.

Subject Code: CFI 403 CORPORATE FINANCE AND INVESTMENT (ONE PAPER - 3 HOURS -100 MARKS) GROUP - I Final Level of knowledge : Expert Objectives: (i) To provide conceptual clarity about the management tools and techniques used in financial planning, analysis, control and decision making. (ii) To provide knowledge of derivative, forex and treasury management to enable the candidates to tackle practical situation with ease. Course contents: 1. Nature and Scope of Corporate Finance : Nature, significance, objectives and scope of financial management; risk-return and value of the firm; financial distress and insolvency; financial sector reforms and their impact on financial management; functions of finance executive in an organisation; financial management - recent developments. 2. Capital Budgeting Decisions : Planning and control of capital expenditure; capital budgeting process; techniques of capital budgeting - discounted and non-discounted cash flow methods, choice of methods; capital rationing; risk evaluation and sensitivity analysis, simulation for risk evaluation; linear programming and capital budgeting decisions. 3. Capital Structure Decisions : Meaning and significance of capital structure; capital structure vis-a-vis financial structure; capital structure planning and designing; optimal capital structure; determinants of capital structure; capital structure and valuation - theoretical analysis; earnings before interest and taxes; earnings per share analysis; cost of capital; factors affecting cost of capital, measurement of cost of capital, weighted average cost of capital, marginal cost of capital; risk and leverage; measures of leverage, leverage effects on shareholders returns. 4. Sources of Company Finance : Equity, non-voting preference shares; debentures and bonds; company deposits; term loans from

financial institutions and banks; international finance and syndication of loans and external commercial borrowings; internal funds as a source of finance; dividend policy and retention of profits; bonus shares; deferred payment arrangements; corporate taxation and its impact on corporate financing; financing cost escalation. 5. Dividend Policy : Introduction; types; determinants and constraints of dividend policy; different dividend theories -Walter's Model, Gordon's Model and Modigliani - Miller Hypothesis of dividend irrelevance; forms of dividend; dividend policy - practical considerations and legal constraints; corporate dividend practices in Bangladesh, statutory framework. 6. Working Capital Management and Control : Working capital meaning, types, determinants; assessment of working capital requirements - operating cycle concept and applications of quantitative techniques; management of working capital - cash, receivables, inventories; financing of working capital; banking norms and macro aspects of working capital management. 7. Security Analysis and Portfolio Management : Security analysis - fundamental approach, technical approach and efficient capital market theory; portfolio management -meaning, objectives, portfolio theory traditional approach; modern approach - Capital Assets Pricing Model. 8. Financial Services : Meaning, significance and scope of financial services; types of financial services - merchant banking, leasing and hire purchase, venture capital, mutual funds, factoring and forfeiting, securitisation of debt, loan syndication, custodial and corporate advisory services, credit rating; present status of financial services industry in Bangladesh. 9. Project Planning and Control : Project Planning and preparation of project report; project appraisal under normal, inflationary and deflationary conditions; project appraisal by financial, institutions - lending policies and appraisal norms by financial institutions; Bangladesh Shilpa Bank, Investment Corporation of Bangladesh,.etc;,loan documentation and loan syndication, project review and control; social cost and benefit analysis of project.

10. Derivatives : Concept of derivatives; financial derivatives and commodity derivatives; types of derivatives - forward contracts, futures contracts, options; participants in futures and options market, stock index futures; derivative markets in Bangladesh. 11. Treasury Management : Meaning, objectives, significance, functions and scope of treasury management; relationship between treasury management and financial management; role and responsibilities of chief finance executive; tools of treasury management; internal treasury controls; environment for treasury management, present status of treasury management in Bangladesh. 12. Forex Management : Nature, significance and scope of forex managemnet; forex manager; foreign exchange market; foreign exchange rates; determinants of foreign exchange rates; exchange rate quotes; types of exchange rates; forex trading; foreign exchange risk exposures and their management; exchange rate forecasting; present status of foreign exchange market in Bangladesh. 13. Case Studies relating to current topics on above.

Subject Code: MCIS 404 MANAGEMENT CONTROL AND INFORMATION SYSTEM (ONE PAPER - 3 HOURS - 100 MARKS) GROUP -I Final Level of knowledge : Basic Knowledge Objectives : To provide an awareness of basic concepts of information systems and various quantitative techniques to the students. PART-A (50 Marks) MANAGEMENT CONTROL Course contents: 1. Corporate Planning and Management Control : Corporate planning and corporate strategy; business philosophy of corporate planning; the process of corporate planning; planning gap, strategies to fill up gap; Company Secretary as corporate planner and corporate strategist; management control and various control techniques; variables of managerial performance, developing objective standards for measuring variables; analysis of inputs in terms of engineering capacity and managed cost; concept of responsibility accounting; reporting system for control of performance of organizational unit, division, departments, cells, etc., control of important functions and activities. 2. Internal control system and its evaluation : Nature of internal control; internal control distinguished from internal check and internal audit nature and scope of internal auditing; internal auditing distinguished from financial audit, proprietary audit, compliance audit and efficiency audit impact of Manufacturing and other Companies (Auditors Report) Order, 1988; techniques of internal control system, flow charts, internal control questionnaires; steps for internal control and audit evaluation; audit testing need for sampling and various approaches to statistical sampling; inter firm and intra firm comparisons - ratio and trend analysis; audit in depth.

Books recommended : 1. Principles of Managerial Finance 2. Financial Management and Policy 3. Contemporary Financial Management

: L.J. Gitman : J.C. Vanhorne : R.C. Moyer, J.R. McGuigan & W.J. Kretlow

3. Controllership : The concept of controllership; functions of controllership; the function of legal reporting, the function of , property control; the controller and the management function; organization of the controller's department; the controller and forward planning, his place in the organization and changing role of corporate controller in the corporate world.

5. Data Base : Data base concepts, data structure, data base management system, data base files. 6. Programming: Programming concepts, stages of programming; program development approach; algorithm, flow charting concepts; high level languages; machine level languages.

PART-B (50 Marks) INFORMATION SYSTEMS Course contents: 1. Systems : Systems - definition, characteristics, types of systems, subsystems, super systems, and total systems; systems concepts in business, systems approach to management problem solving. 2. Information and Information Systems : Information and data definition and distinctions, information as a corporate resource, features and qualities of information; types of information; process of generating information; value and cost of information; information needs at various levels of management; factors influencing information needs; information systems - definition and elements; information system activities; types of information systems; information systems in business management; recent trends in information systems. 3. Computer Hardware : Computers - an introduction, benefits and drawbacks of computers; computer system concept; types, categories, generation and trends in computers; components of a computer system; primary and secondary storage; computer storage capacities; computer peripherals - inputs, output and storage devices; number system (binary; octal; hexadecimal and their operations) for computers; security of computer hardware, hardware standards, acquisition and selection of computers. 4. Computer Software : Computer software - an introduction, software trends; systems software - operating systems, utilities, assembler, complier, linker, loader; multi-programming, multiprocessing, time sharing, batch processing, on-line and real time processing; application software; computer virus and crimes.

Books recommended :
1. Introduction to Computer 2. Management Information System 3. Controllership - The Work of Managerial Accountant 4. Computer Data Processing : Peter Norton : Jerome Kanter : Wilson and Campbell : Gordon B. Davis

Subject Code : CSP 501 COMPANY SECRETARIAL PRACTICE- II (ONE PAPER - 3 HOURS -100 MARKS) GROUP - II Final Level of knowledge : Expert Objectives: To develop an understanding of the company secretary's role in putting into practice statutory provisions and Stock Exchange Regulations, and observing established and best practice, PART-A (50 Marks) SECRETARIAL PRACTICE Course contents: 1. Governance : An understanding of how limited companies are governed and the respective roles of the company secretary, directors, shareholders and other parties. 2. Company Secretary : Role of the company secretary; qualifications and duties as an officer of the company; powers; core and additional duties. Relationship with directors. Offences under the Companies Act. 3. Secretary as Chief Governing Officer (CGO): Need of CGO, duties and responsibilities. 4. Managing Director : Rules, appointment and removal, etc. 5. Directors : Role of directors, including the chairman and nonexecutive directors. Appointment, retirement, resignation and removal of directors. Alternate directors. Conflicts of interest. Disqualification of directors. Penalties. Offences under the Companies Act. Directors' share dealing. Company records and service agreements. Directors' Report. 6. Chairman of the Board : Appointment, removal, functions at meeting. 7. Executive Chairman: Roles and responsibility.

8. Auditors : Appointment and remuneration of auditor; resignation of auditors; their rights and duties, 9. Meetings : Law, practice and procedure in respect of annual general meetings, and extraordinary general meetings, class meetings, board of directors' meetings, board committee meetings. Written resolutions. 10. Shareholders : Shareholders' rights and obligations, Corporate Democracy in Bangladesh. 11. Best Practice : The continuing debate about best practice in company governance; codes of conduct (including Cadbury); statements of best practice (including Greenbury). PART-B (50 Marks) DRAFTING AND CONVEYANCING Course contents: 1. General Principles of Drafting : Rules for drafting; use of appropriate words and expressions; aids to clarity and accuracy, legal implications and requirements. 2. General Principles of Conveyancing : Meaning; basic ; requirements of deeds of transfers - description of deed, parties, recitals, testatum, consideration, operative words, exceptions and reservations, habendum, testimonum, signature and attestation, endorsement and supplemental deeds. 3. Drafting of Order : Appointment orders, suspension orders, order of dismissal and discharge, charge sheets, apprenticeship agreements. 4. Drafting of Contracts : Agreements to sell/purchase, dealership contracts; building contracts; agency contracts; collaboration agreements; arbitration agreements; guarantees -counter guarantees, fidelity, performance guarantee, bank guarantee, hypothecation agreement. 5. Awards and Reports : Award of arbitrators(s); inquiry and investigation reports; miscellaneous reports. 6. Deeds of Sale of Land, Building, etc. : contract of sale of goods and merchandise; sale of immovable property; sale by liquidator of a company in voluntary liquidation; sale by an Administrator under orders of the Court; sale of business and assignment of goodwill.

7. Deeds of Pledge : Memorandum of pledge of movables. 8. Licence and Lease Deeds : Sub-lease, lease by way of renewal, surrender of lease, deed altering covenants in lease, transfer of lease, deed of licence; leases of premises and plant and machinery. 9. Deeds for Hire-purchase of Machinery, Plant and Other Chattels. 10. Trust Deeds : General; debenture trust deeds; declaration and revocation of trust; trust deeds constituting provident fund, superannuation fund, pension fund, etc. 11. Deed of Exchange and Gift Deeds. 12. Deed of Assignment : Business debts, shares in a company, policies in insurance, patents, trade marks, copyrights, business and goodwill and other rights and interests. 13. Partnership Deeds : Deed of partnership for setting up a new business; introduction of new partners; dissolution of partnership firm; purchase of business by a partner. 14. Deeds of Power of Attorney : Revocable, irrevocable, general and particular letters of authority. 15. Drafting of Other Documents, Petitions and Applications: -Drafting of applications and petitions to public financial institutions, appellate authorities under taxation and other corporate legislations. - Appeals, writ petitions, special leave petition, revision and review applications, affidavits. Books recommended : 1. Companies Act 1994 2. Company Secretarial Practice 3. Handbook for Company Secretary 4. Handbook for Company Secretarial Practice 5. Secretarial Practice
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Subject Code: PAMP 502 PROFESSIONAL ADMINISTRATION & MANAGEMENT PRACTICE (ONE PAPER-3 HOURS-100 MARKS) GROUP - II Final Level of knowledge : Thorough Knowledge Objectives : To develop knowledge and understanding of the processes and techniques in professional administration and awareness of organizational context and environment. PART-A (50 Marks) PROFESSIONAL ADMINISTRATION Course contents: 1. Corporate Needs and Decision Making : The relationship between strategic planning corporate targets, policy making and administration. Integration and diversification. Short, medium and long term planning. Objective setting. Resource planning. Decision trees. Cost benefit analysis. Features of organizational dysfunction. Business forecasting techniques. Market research. Techniques in creative thinking. SWOT analysis. Network (critical path) analysis. Quality assurance systems. 2. Implementation: Husbanding corporate resources. Processes and techniques in implementing management decisions. Management by objectives. Organization and methods. Operational research. 3. Monitoring and Review : The role of monitoring and review in the policy and planning cycle. Policy, systems and project reviews. Evaluating organizational services and systems and their effect on strategy.

: Keith Waimley : A.K.A. Muqtadir : G.D. Lintot : M.C. Kuchal

PART-B (50 Marks) MANAGEMENT PRACTICE Course contents: 1. Self Development : Self awareness and self appraisal. The manager as a learner. Opportunities for management development and their effectiveness. Management styles and their impact. Managing stress. Time management. 2. Corporate Management * * * The characteristic governance. of functional management and corporate

Subject Code: SLCM 503 SECURITIES LAWS AND CAPITAL MARKET (ONE PAPER - 3 HOURS - 100 MARKS) GROUP - II Final Level of knowledge : Thorough Knowledge Objectives : To provide conceptual understanding and in-depth knowledge of securities laws and the regulatory framework covering capital markets in Bangladesh. Course contents: 1. An Overview of Financial System : Constituents of financial system; significance, development and growth of financial and capital markets in Bangladesh; financial reforms and present scenario, regulatory frameworks governing financial and capital markets in Bangladesh. 2. Capital Market: An introduction, meaning and significance of capital market; capital market; vis-a-vis money market; market players investors and issuers; securities laws; an overview of international capital market. 3. Securities and Exchange Commission : Its role, functions and powers. 4. Capital Market Instruments : Capital market instruments equity, debentures, preference shares, sweat equity shares, non-voting shares; new instruments of capital market - pure, hybrid and derivatives; money market instruments treasury bills, commercial bills; certificate of deposits; new money market. 5. Primary Market : Meaning, significance and scope; development in primary market; various agencies and institutions involved in primary market; role of intermediaries -

The organization in its strategic contest: mission, vision, values; social responsibility and business ethics. Significance of organizational culture: the specification of cultural types and culture direction; the effective and ineffective management of culture change in organizations. The identification of corporate priorities: ownership and accountability; responsibility and authority structures; the impact of the stakeholder model. Evaluating organizational performance: internal and external measures; profitability and growth; customer perceptions and customer retention; quality and other relevant indices. The contribution of internal and external consultants, and professional advisers.

Books recommended : 1. Strategic Management 2. Crafting and Executing Strategy : Hill Jones : Thompson /Strickland/Gamble

merchant bankers, registrars, underwriters, bankers to issue, portfolio managers, debenture-trustees, etc. - related rules, regulations and code of conduct framed by Securities and Exchange Commission of Bangladesh. 6. Issue of Capital: Rules relating to Capital raising - public offer, including prospectus requirement and book building procedure for issue of various types of shares, debentures and other securities.

14. Regulations of Money Market: Growth of money market in Bangladesh, its structure and institutional development; new money market instruments and framework of markets - call ' money market, short term deposit market, treasury bill market, gilt edged securities market, regulatory authorities and regulations / guidelines governing money market. 15. Investor Protection: Meaning and significance of investor protection, regulatory measures to promote investors' confidence. 16. Contemporary Issues and Developments in Capital Market.

7. Secondary Market : Meaning, significance, functions and scope of secondary market; secondary market intermediaries -stock brokers, sub-brokers, advisors, related rules, regulations and code of conducts framed by Securities and Exchange Commission of Bangladesh; Index and Market Capitalization; Investment Decisions. 8. Secondary Market Institutions: Stock exchanges, functions and significance of stock exchanges, regulatory framework and control; operations of stock exchanges; classification and listing of securities; market makers; futures and options. 9. Credit Rating and Evaluation of Risk : Concept, scope and significance; benefit to investors; regulatory framework; credit rating agencies in Bangladesh, their process; rating methodologies for various instruments; evaluation of risk. 10. Mutual Funds: Introduction, rules for mutual funds, definitions, types, risks involved, performance evaluation. 11. Non-banking Finance Companies: Formation and regulation of Non-banking Financial Companies. 12. Depository : An analysis of the Depository Act, regulations, constitution, role and functions of depository, depository participants, issuers and record keeping. 13. Instruments Issued outside Bangladesh: Foreign Currency Convertible Debentures, Global Depository Receipts, American Depository Receipts External Commercial Borrowings, etc. -their characteristics, advantages and disadvantages, procedure for issue of various instruments and their cost.

Books recommended: 1. Securities and Exchange Commission Act and Ordinance, Rules & Regulations; 2. Listing Rules & Regulations; 3. Depository Act and Regulations; 4. Other Acts and Regulations.

Subject Code: SMA 504 SECRETARIAL AND MANAGEMENT AUDIT (ONE PAPER - 3 HOURS -100 MARKS) GROUP - II Final Level of knowledge : Thorough Knowledge Objectives : To develop skills of high order so as to provide thorough knowledge and insight into the role of company secretaries in rendering effective corporate advisory services and conducting secretarial/securities audit, management audit and systems audit. PART-A (50 Marks) SECRETARIAL AUDIT Course contents: 1. Company Secretary in Practice : Company secretary in practice, various recognitions and areas of practice; advisory services rendered; concept of self regulatory administration by exception; challenges before the profession; professional standards and code of conduct. 2. Areas of Practice: Existing areas of practice for company secretaries; exploring new horizons and carving fresh niches. 3. Setting up of Professional Practice 4. Secretarial Audit and Auditors : Need, objectives and scope of secretarial audit, secretarial audit process, periodicity and format for secretarial audit report, appointment, duties and powers of secretarial auditor; check-list/work sheet for secretarial audit under various corporate laws and covenants of loan agreements entered into with financial institutions. 5. Certification, Due Diligence and Signing : Meaning and scope of certification; due diligence and signing of various documents under corporate and securities laws including signing of declaration with respect to incorporation of company and commencement of business; signing of annual returns; certification under buy-back of securities rules; certifications on the occasion of transfer of deeds.

6. Search/Status Report: Preparation of search and status reports from Registrar of Companies records for banks and financial institutions; scope and importance; verification of documents relating to charges; requirements of various financial institutions and other corporate lenders. 7. Securities Audit: Meaning, need and scope; ensuring proper compliance of provisions relating to issue and transfer of securities; providing mechanism for self-regulation by companies and installing professional discipline; relieving the company and its directors from the consequences of unintended non-compliance by timely corrective action; preventing fraudulent and unfair trade practices including Securities and Exchange Commission regulations framed thereon; protecting the interest of investors. 8. Due Diligence of Pre-capital Issue Work : Appraisal of documents relating to issues of capital viz., prospectus, letter of offer and other documents to be filed with Securities and Exchange Commission, Registrar Of Joint Stock Companies, Stock Exchanges and other authorities; ensuring compliance of listing formalities and other requirements. 9. Due Diligence of Post-capital Issue Work: Approval of post capital issue compliances including dispatch of refund orders/certificates etc. to investors; filing compliance certificates with Securities and Exchange Commission and other authorities; ensuring compliance of listing guidelines. 10. Share Transfer Audit: Need and scope, appraisal of share transfer work, maintenance of Registers of members and debenture holders, processing dividend/interest warrants, certification of securities transfer in compliance with listing agreement with stock exchange. 11. Internal Audit of Depository Participants : Logistics of depository system; role of depository participants; agreements to which depository participant is a party; scrutiny and records maintained by participants; audit of branches of depository; check-list for carrying out internal audit. 12. Compliance Certificate: Concept and need, appraisal of secretarial compliances, specimen compliance certificate.

PART-B (50 Marks) MANAGEMENT AND SYSTEMS AUDIT Course contents: 1. Management Audit: Meaning, nature and scope; principles and fundamentals of management audit; appraisal of management methods and performance; organizational needs for management audit. 2. Operational Audit: Meaning, nature, purpose and scope; business control and operational auditor; relation with internal audit, management audit and financial audit; procedural steps in operational audit. 3. Internal Audit: Forms of audit - propriety audit, compliance audit and efficiency audit; internal audit and statutory audit; nature, scope and techniques of internal audit; functions and responsibilities of internal auditors; organizational status of internal auditing function. 4. Internal Control: Nature, scope and elements; internal control distinguished from internal check and internal audit; techniques of internal control system, flow charts, internal control questionnaires; steps for internal control and audit evaluation; audit testing - need for sampling and various approaches to statistical sampling, inter-firm and intra-firm comparisons - ratio and trend analysis; audit in depth. 5. Review of Internal Control: Review of purchasing operations; review of efficacy of management information system; review of selling and distribution policies and programmers; review of manufacturing operations; review of personnel policies; appraisal of management decisions. 6. Cost Audit : Nature, objectives and scope; cost audit distinguished from financial audit and management audit; cost audit as an aid to management shareholders, and other external agencies and public; cost record rules Cost Audit (Report) Rules; cost audit report. 7. Systems Audit : Nature, significance and scope of systems audit; steps involved in conducting systems audit; systems audit and management functions systems; audit of computerized secretarial functions; norms and procedure for computerization; computers control and security; testing of computer systems - documentation standards, policies and procedures; audit approach.

Books recommended:
1. The Chartered Secretaries Act. 2010 2. ICS Publications 3. Principles of Auditing : Dr. Khawaja Amjad Sayeed 4. Contemporary Auditing : Kamal Gupta 5. Cost Audit Rules : ICMAB Publications