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STUDENTS’ HANDBOOK Chartered Secretary is a Challenging and Rewarding Profession in the Corporate World.

Institute of Chartered Secretaries of Bangladesh A Statutory Body Under an Act of Parliament

STUDENTSâ&#x20AC;&#x2122; HANDBOOK

PUBLISHED BY THE COUNCIL

Institute of Chartered Secretaries of Bangladesh A Statutory Body Under an Act of Parliament

ADDRESS OF THE INSTITUTE

ICSB CAMPUS 107 Kakrail (Ground & 1st Floor) G.P.O. Box No. 3100 Dhaka-1000, Bangladesh Phone : Fax : E-mail : Website :

ICSB OFFICE National Scout Bhaban (2nd Floor) 60, Anjuman Mufidul Islam Road Kakrail, Dhaka-1000, Bangladesh

880-2-9349578, 9336901 880-2-9339957 icsb@icsb.edu.bd www.icsb.edu.bd

P R E FA C E Welcome to the Institute of Chartered Secretaries of Bangladesh (ICSB). This Students’ Handbook will help you to familiarize yourself with the Institute, the examination system and the syllabus. It was necessary to prepare a new syllabus as the old syllabus of 2006 was outdated and new environment and new globalization polices have taken place in the business world since 2006. It is with this in mind that the new syllabus has been prepared. The new syllabus is being introduced from the July-December 2013 session; but the old syllabus will continue till December 2015. A syllabus is a requisite tool for any educational institution and it needs to be reviewed and updated regularly in order to incorporate the changes in the contemporary issues to the respective subjects. The updating procedure was started by the Syllabus and Curriculum Review Committee which went through a series of reviews of the Syllabi of 8 (eight) leading Chartered Secretaries Institutes around the world, all of them being Members of the Corporate Secretaries International Association (CSIA). The Committee then placed the new syllabus to the Education Committee in a draft form. The Education Committee subsequently held a series of meetings, which included the Faculty Members whose opinions were sought, in order to make important changes to their respective subjects and finalize the new syllabus that would be in line with the corporate demand. Finally, the Syllabus was approved by the Council. It is for the first time that a “Foundation Course” has been introduced for the benefit of non business graduates. Our past experience revealed that most of the students who come from a non business background do not perform well in the basic subjects on Business Economics and Statistics, English and Accounting. This Foundation Course will therefore be helpful to the prospective students as they will acquire a good knowledge of these subjects to pursue the Chartered Secretary Course subsequently. I trust this Handbook will serve the purpose to understand and pursue the course to become a qualified Chartered Secretary. Of course there is scope for further improvement to the Handbook and on behalf of the Council I welcome any suggestions which anyone may have. I wish you all a successful journey towards your desired goal.

Mohammad Sanaullah FCS PRESIDENT Institute of Chartered Secretaries of Bangladesh

July 21, 2013

Institute of Chartered Secretaries of Bangladesh

STUDENTSâ&#x20AC;&#x2122; HANDBOOK CONTENTS CHAPTER-I INTRODUCTION 1.1 1.2 1.3 1.4 1.5

The Institute Chartered Secretary as a Profession Objectives, role and functions Career opportunities after qualifying The Secretariat of the Institute

01 01 02 02 03

CHAPTER-II SYLLABUS 2.1 2.2 2.3

Foundation Level Executive Level Professional Level

05 05 06

CHAPTER-III FOUNDATION COURSE 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11

Objectives Admission to Foundation Course Exemption from Foundation Course Admission procedure Mode of Payment of Fees Date of Admission Examinations Subjects of Foundation Course Medium Examination Centres Registration

07 07 07 07 07 07 08 08 08 08 08

CHAPTER-IV ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11

Objectives Qualifying Examinations Registration of Students Student Registration Procedure Documents to be Submitted with the Application Mode of Payment of Fees Date of Registration Refund of Fees Identity Card Undertaking De-Novo registration

09 09 09 10 11 11 11 12 12 12 12

CHAPTER-V COACHING CLASSES 5.1

Coaching classes

CHAPTER-VI EXAMINATIONS 6.1 Application for Examination 6.2 Language 6.3 Subjects of Examinations 6.4 Examination Timetable 6.5 Examination Rules 6.6 Powers of Examination Committee 6.7 Suspension and Cancellation of Examination Results/or Registration 6.8 Executive Level Examination 6.9 Professional Level Examination 6.10 Examination Results 6.11 Verification of Marks 6.12 Issue of Pass Certificate 6.13 Refund or Appropriation of Examination Fee 6.14 Examination Grade

15 15 15 15 15 16 16 17 17 18 18 19 19 19

CHAPTER-VII FEE STRUCTURE

SUBJECTWISE SYLLABUS FOUNDATION LEVEL Paper:1 Paper:2 Paper:3 Paper:4

English & Business Communication Business Economics & Statistics Fundamentals of Accounting Principles of Management

21 23 26 28

EXECUTIVE LEVEL – I HRMIR 101 HRM & Industrial Relations GCL 102 General & Commercial Laws CA 103 Corporate Accounting

29 32 34

EXECUTIVE LEVEL – II CCRW 201 Corporate Communication & Report Writing DITL 202 Direct & Indirect Tax Laws ELW 203 Economic Laws & WTO

36 38 41

EXECUTIVE LEVEL – III CLP 301 CSP 302 ITMA 303 BNILP 304

Company Law & Practice Company Secretarial Practice Information Technology and Cost & Management Accounting Banking, NBFI & Insurance - Laws & Practice

44 47 50 54

PROFESSIONAL 窶的 ACLP 401 CFM 402 CG 403 CACT 404

Advanced Company Law & Practice Corporate Financial Management Corporate Governance Corporate Administration & Corporate Tax

58 60 62 65

PROFESSIONAL 窶的I CS 501 SOM 502 SLCM 503 SMSA 504

Corporate Secretaryship Strategic and Operations Management Securities Laws & Capital Market Secretarial, Management and Systems Audit

68 71 74 78

CHAPTER-I INTRODUCTION 1.1 The Institute Institute of Chartered Secretaries of Bangladesh (ICSB), established under an Act of Parliament i.e. Chartered Secretaries Act, 2010, is the only recognized professional body in Bangladesh to develop, promote and regulate the profession of Chartered Secretary in Bangladesh. The Institute was established in 1997 under Section 28 of the Companies Act, 1994 under License from the Ministry of Commerce, Govt. of the Peopleâ&#x20AC;&#x2122;s Republic of Bangladesh as Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB). Realizing the imperative need and necessity for 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 Act2010 on June 7, 2010 that has been published in the official gazette by notification no. 25 dated June 16, 2010, thereby converting the old Institute ICSMB to a statutory body Institute of Chartered Secretaries of Bangladesh ( ICSB). The Institute is governed by the Chartered Secretaries Act-2010 and the Chartered Secretaries Regulations, 2011.

1.2 Chartered Secretary as a Profession

Chartered Secretary is a challenging and rewarding profession in the corporate world. Chartered Secretaries acquire specialized knowledge and training in the field of corporate management and governance, including corporate laws, compliance and administration. Chartered Secretary is the requisite qualification to become a Company Secretary. A Company Secretary is required to perform

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.

1.3 Objectives, roles and functions

The prime objective of the Institute is to regulate and develop the profession of Chartered/Company 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: ď ľ conducts professional courses and examinations to test the capability of potential administrators in the fields of commerce, industry and institutional management; ď ľ offers professional distinction to the Chartered Secretaries to enable them to ensure effective and transparent corporate management; and ď ľ 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.

1.4 Career opportunities after qualifying

The 21st 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, the Company Secretary is specifically designated as the “Principal Officer/Chief Compliance Officer”. In essence, Company Secretaries have the primary duty of ensuring compliance with 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 the ICSB services to small, medium and even large offerSecretariat corporate of secretarial 1.5 The companies and other organizations.

A) Council of the Institute

(ICSB) consists of thirteen (13) elected members from among the Chartered Secretaries having consistent academic and professional background and five (5) nominees of the Government of Bangladesh. The Council, elected 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 also has powers to delegate some powers to special committees. Councilâ&#x20AC;&#x2122;s 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 The President is the constitutional head of the Institute. The Secretary is the executive head of the Institute.

CHAPTER-II SYLLABUS Keeping in mind the objectives and requirement of the profession, the Institute has carefully designed a comprehensive syllabus. The entire syllabus has been divided into 22 subjects of 100 marks each. A summary of the syllabus is as follows: CHARTERED SECRETARY

2.1 Foundation Level Code Paper-1 Paper-2 Paper-3 Paper-4

Subject English & Business Communication Business Economics & Statistics Fundamentals of Accounting Principles of Management

Marks 100 100 100 100 400

2.2 Executive Level EXECUTIVE LEVEL – I Code 101 102 103

Subject HRM & Industrial Relations General & Commercial Laws Corporate Accounting

Marks 100 100 100

EXECUTIVE LEVEL – II Code 201 202 203

Subject Corporate Communication & Report Writing Direct & Indirect Tax Laws Economic Laws & WTO

Marks 100 100 100

EXECUTIVE LEVEL – III Code 301 302 303 304

Subject Marks Company Law & Practice 100 Company Secretarial Practice 100 Information Technology and Cost & Management Accounting 100 Banking, NBFI & Insurance Laws & Practice 100

2.3 Professional Level PROFESSIONAL –I Code 401 402 403 404

Subject Advanced Company Law & Practice Corporate Financial Management Corporate Governance Corporate Administration & Corporate Tax

Marks 100 100 100 100

PROFESSIONAL –II Code 501 502 503 504

Subject Corporate Secretaryship Strategic and Operations Management Securities Laws & Capital Market Secretarial, Management and Systems Audit

Total

Marks 100 100 100 100 1800

+ INTERNSHIP (PRACTICAL TRAINING) The detailed courses against each of the subject are shown in Schedule “A”

CHAPTER-III FOUNDATION COURSE 3.1 Objectives The Objective of the Foundation Course is to build the foundation of the prospective students to effectively undertake the prescribed course to qualify as a Chartered Secretary. Applicants who are not business graduates are required to take the Foundation Course.

3.2 Admission to Foundation Course Minimum graduate with 6 points or â&#x20AC;&#x2DC;Aâ&#x20AC;&#x2122; level are eligible to sit for Foundation Course.

3.3 Exemption from Foundation Course Exemption can only be applied to those with a background in Business Statistics and Economics.

3.4 Admission Procedure A candidate may seek admission for Foundation Course directly by making an application in prescribed form along with a fee of Tk. 15,000 and submitting original certificates of Bachelor, HSC and SSC together with one photocopy 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 designated bank account of the Institute.

3.6 Date of Admission Applications for the Foundation Course and Admission Test for Executive Level will be received in May/June and November/December of each year.

3.7 Examinations Admission Test will be held twice a year in July and January.

3.8 Subjects of Foundation Course The Foundation Course consists of four papers. Paper-1 English & Business Communication Paper-2 Business Economics & Statistics Paper-3 Fundamentals of Accounting Paper-4 Principles of Management

3.9 Medium The Medium of the examination is English only.

3.10 Examination Centers 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.

3.11 Registration Candidates who pass the Foundation Level may seek registration by application in prescribed form for the Executive Level-I.

CHAPTER-IV ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL 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 Executive Levels and Professional Levels examinations conducted by the Institute. He/She is further required to undergo internship and comply with the rules and regulations laid down by the Institute or prescribed by the Council from time to time.

4.3 Registration of Students A. Business graduates with 6 points are eligible for admission into Executive Level-I. 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

Division / Class 1st 3 3 4 5 1

SSC or equivalent HSC or equivalent Bachelor Degree (Pass) Bachelor Degree (Hons)/BBA Master Degree

2nd 2 2 3 4 1

3rd 1 1 2 2 1

C. The minimum points required for the applicants having passed SSC, HSC and Bachelor (Pass & Honors) examination 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. E. 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 of GCE “O” Level and 2 papers of “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) Table: B Table:asAshown in Table B. CGPA 3.5 & above 3.0 to < 3.5 2.5 to < 3.0

Point O Level GPA 5 4 3

3.0 & above 2.0 to < 3.0 1.0 to < 2.0

Point

A Level

Point

3 2 1

2.5 & above 1.5 to < 2.5 1.0 to < 1.5

3 2 1

F. 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 the Executive and Professional level examinations. 4.4 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) ii) iii) iv) v)

Registration fee Re-registration fee Renewal fee Transcript application Paper exemption fee Level-I

Tk. 1200 Tk. 1200 Tk. 750 Tk. 1000

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.

4.5 Documents to be Submitted with the Application The following documents must be submitted with the application for registration: 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 recent attested passport size photographs. 4.6 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. 4.7 Date of Registration

Candidate will be registered twice in a year for its Summer and Winter sessions during May-June and November â&#x20AC;&#x201C;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

4.8 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.

4.9 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.

4.10 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 bye-laws 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 not act in a manner as per the discipline of the Institute, it has absolute right to cancel registration of the student forthwi

4.11 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 De-Novo Registration students will have to fulfill the conditions as stated below: -

Any student who has passed at least one level at the Executive will be allowed De-Novo Registration by the office. Any student who has not passed any examination in the Executive level shall have to apply to the Institute, which will be referred to the Education Committee for regular review.

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 usually held 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

1 2 3

101 102 103

201

2 3

202 203

1 2

301 302

303

304

Subject

Total Lectures (90 Mins)

Total Hours

14+14 24 24

42 36 36

EXECUTIVE LEVEL-I HRM & Industrial Relations General & Commercial Laws Corporate Accounting EXECUTIVE LEVEL-II Corporate Communication & Report Writing Direct & Indirect Tax Laws Economic Laws & WTO EXECUTIVE LEVEL-III Company Law & Practice Company Secretarial Practice Information Technologyand Cost & Management Accounting Banking, NBFI & Insurance Laws & Practice

18+18 14+14

36 42

24 24

36 36

14+14

Sl. No

Subject Code

Subject

Total Lectures (90 Mins)

Total Hours

24 24

36 36

14+14

PROFESSIONAL窶的 1

401

2 3

402 403

404

501

502

503

504

Advanced Company Law & Practice Corporate Financial Management Corporate Governance Corporate Administration & Corporate Tax PROFESSIONAL窶的I Corporate Secretaryship Strategic and Operations Management Securities Laws & Capital Market Secretarial, Management and Systems Audit

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 â&#x20AC;&#x153;Institute of Chartered Secretaries of Bangladeshâ&#x20AC;? along with a self addressed stamped envelope.

6.2 Language English shall be the only medium for answering.

6.3 Subjects of Examinations As per syllabus.

6.4 Examination Timetable The examination timetable will be notified by the Council in the newspaper and in the notice board of the Institute.

6.5 Examination Rules 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: a) 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. b) Students enrolled under correspondence course and completed 100% assignments to the satisfaction of the Council are eligible to appear at the examination.

6.6 Powers of Examination Committee Admission to examination, expulsion and withholding of results remains within the absolute power of the Examination Committee without assigning any reason. The examination committee or a person authorized by it in this connection 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.

6.7 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 moto 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.

6.8 Executive Level Examination Admission to Executive Level examination a) No candidate shall be admitted to the Executive Level Examinations unless he/she has passed or has been exempted from the Foundation Level Examinations. b) A candidate will be admitted to the Executive Level 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 Executive Level examination shall be examined in the prescribed subject/papers under Schedule – A and declared “passed” 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 Executive Level examination A candidate shall be exempted from the paper of the Executive Level examinations if he/she posses the qualifications specified in Chapter – VII. Distinction A candidate shall be declared to have passed with distinction in Executive Level examinations if he/she 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 Professional Level Examination No candidate shall be admitted to the Professional Level Examination unless: a) he/she has passed the Executive Level examination or has been exempted from; b) a minimum period of nine months have elapsed since his passing

the Executive Level examination or being exempted from the Executive Level examination. Qualifying Marks Candidates for the Professional Level examination shall be examined in the prescribed subject/papers and declared â&#x20AC;&#x153;passedâ&#x20AC;? 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 the Professional Level 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 Professional Level Examination A Candidate shall be exempted from the papers of the Professional Level examinations if he/she possesses 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 only the grades obtained in each paper and the result thereof, under no circumstances will the marks obtained in individual paper be furnished.

6.11 Verification of Marks Information as to whether a candidate's answers to each question in any particular subject or subjects has been 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. Re-evaluation of the answers is not permissible under the regulations.

6.12 Issue of Pass Certificate Every candidate passing any examination will be issued with a Certificate to that effect in prescribed form by the Council.

6.13 Refund of Appropriation of Examination Fee a) A candidate once issued with an Admission Certificate for an examination is not entitled under any circumstances to a refund of the examination fee paid by him. b) 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/she 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/her to be appropriated towards the fee payable for the next following examination for the same level(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 FEE STRUCTURE FOUNDATION LEVEL Code 101 102 103 201 202 203 301 302 303 304

401 402 403 404 501 502 503 504

Tk. 15,000 Coaching Exam Fees (Tk.) Fees (Tk.)

Level EXECUTIVE LEVEL-I HRM & Industrial Relations General & Commercial Laws Corporate Accounting EXECUTIVE LEVEL-II Corporate Communication & Report Writing Direct & Indirect Tax Laws Economic Laws & WTO EXECUTIVE LEVEL-III Company Law & Practice Company Secretarial Practice Information Technology and Cost & Management Accounting Banking, NBFI & Insurance Laws & Practice PROFESSIONAL窶的 Advanced Company Law & Practice Corporate Financial Management Corporate Governance Corporate Administration & Corporate Tax PROFESSIONAL窶的I Corporate Secretaryship Strategic and Operations Management Securities Laws & Capital Market Secretarial, Management and Systems Audit

2,700 2,700 3,600

1,350 1,350 1,800

3,375

1,800

3,375 4,050

1,800 2,025

4,050 3,600

2,025 2,025

4,050

2,025

4,050

2,025

4,050

2,250

4,050 4,050

2,250 2,250

4,050

2,250

4,500

2,250

4,500

2,250

4,500

2,250

4,500

2,250

SUBJECT WISE SYLLABUS PAPER: 1 ENGLISH & BUSINESS COMMUNICATION (ONE PAPER - 3 HOURS - 100 MARKS) FOUNDATION LEVEL Level of knowledge: Working knowledge. Objective: To develop studentsâ&#x20AC;&#x2122; ability to communicate correctly and effectively in written English, on matters having relevance to day-to-day business operations with emphasis on quality communication. Course Contents: PART A: ENGLISH (40 MARKS) 1. Essentials of Good English Grammar and usage; enriching vocabulary, words - multiple meaning, single word for a group of words - choice of words - words frequently miss spelled; punctuations, prefix and suffix; parts of speech; articles; synonyms and antonyms; tenses; idioms and phrases; foreign words and phrases commonly used; abbreviations and numerals; pronunciation. 2. Essay Writing Essays on matters of current interest on trade, commerce, industry and profession. 3. Precise 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. PART B: BUSINESS COMMUNICATION (60 MARKS) 1. Business Communication Meaning and significance of good communication; principles of business communication; means of communication - oral, written, visual, audio-visual; essentials of a good business letter, etc.

2. Business Correspondence Personnel: drafting of interview letters, call letters and offer of appointment; provisional appointment orders; final orders of appointment; employee disciplinary matters â&#x20AC;&#x201C; show-cause notices, charge sheets, letters of dismissal and other disciplinary actions. Purchase: requests for quotations, tenders, samples and drawings; test order; complaints and follow-up. Sales: drafting of sales letters, circular letters, preparation of sale notes with conditions of sale; status inquiries; preparation of market survey reports; reports to sales manager such as sales promotion matters; drafting of advertisements. 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. Secretarial: correspondence with shareholders and debenture-holders pertaining to dividend and interest, transfer and transmission. Miscellaneous: Resume, letter of application, goodwill messages, condolence letters. 3. Administration and Miscellaneous Drafting of telegraphic and facsimile messages, messages through electronic media; public notices and invitations; representations to Trade Associations, Chambers of Commerce and public authorities. 4. Inter-departmental Communication Internal memos; office circulars; office orders; office notes; representation to chief executive and replies thereto; communication with regional/branch offices. 5. Preparation of Press Releases Books Recommended: 1. 2. 3. 4. 5.

English Grammar, Composition and Correspondence : English Grammar Composition and Usage : Report Writing for Business : Basic Business Communication : Business Communication :

Pink & Thomas Nesfield Raymond V Lesikar Raymond V. Lesikar Zane K. Quible

PAPER: 2 BUSINESS ECONOMICS AND STATISTICS (ONE PAPER - 3 HOURS - 100 MARKS) FOUNDATION LEVEL Level of knowledge: Basic knowledge Objective: To provide basic and conceptual understanding of general Economics principles and statistical tools to interpret and analyze various economics decisions. Course Contents: PART-A: BUSINESS ECONOMICS (50 MARKS) 1.

Nature and Scope of Economics and Economic Systems: Definition, nature and scope of economics; micro and macro economics; positive and normative economics; Business Economics and Managerial Economics; Economic System, working of Economic Systems with reference to Capitalistic, Socialistic and Mixed Economies.

Theory of Demand: 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; consumersâ&#x20AC;&#x2122; equilibrium; Demand-meaning and types of demand, law of demand; changes in demand, Elasticity of Demandmethods of measuring elasticity of demand, factors determining price elasticity of demand; Consumerâ&#x20AC;&#x2122;s Surplus.

Theory of Production and Supply: Factors of Production, Laws of Returns; Returns to Scale; Costs and Revenue concepts and their relationship with output; Economies and Diseconomies of scale; Supply- meaning and law of supply, elasticity of supply.

Market and Product Picing: Market-meaning of market, market, market forms and market structures, Equilibrium of the Firm and Industry- price and output determination under perfect competition, monopoly and monopolistic competition.

Theory of Employment and Income: `Sayâ&#x20AC;&#x2122;s Law, Keynesian theory of employment, and principles of effective demand, Keynesian Model of Income-Employment, Determination, Consumption Function, Investment Function and their determinants, Investment Multiplier, Unemployment and Full Employment, Trade Cycle- meaning and phases of trade cycle.

National Income: Meaning, concept and measurement of national income, difficulties of measurements, significance of National Income Statistics.

Money and Banking: Meaning, functions and types of money, demand for and supply of money; the Quantity Theory of Money; Inflation-meaning and causes of inflation, measures of controlling inflation; Banking: fractional reserve banking and credit creation by banks, meaning and function of central banking and its instruments of credit control.

International Economics: International Trade- meaning of and its difference from domestic trade, Theory of Comparative Cost, Theory of Absolute Advantage, Terms of Trade and its determinations; Balance of Trade and Balance of Payments and their relationship, measures against balance of payments disequilibrium; Concept of Rate of Exchange.

Books Recommended: 1. Modern Economics Theory

: K.K. Dewett

2. Economics

: Paul A. Samuelson

3. A Text Book of Economics

: Hanson J.L.

4. Various Publications and Books on Bangladesh Economy

PART-B: STATISTICS (50 MARKS) 1.

Statistical data collection â&#x20AC;&#x201C; 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.

Dispersion - meaning and significance of dispersion; methods of measuring dispersion - range, quartile; mean deviation, standard deviation, Lorenz Curve.

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.

Index numbers - definition and significance of index numbers, construction of index numbers, types of index numbers, consumer price index numbers and 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.

Books Recommended: 1. Business Statistics

: S.P. Gupta & M.P. Gupta

2. An Introduction to Statistics

: Mian & Miyan

PAPER: 3 FUNDAMENTALS OF ACCOUNTING (ONE PAPER - 3 HOURS - 100 MARKS) FOUNDATION LEVEL Level of knowledge: Basic knowledge. Objective: To provide an understanding of the basic principles of accounting and their application in business. Course Contents: 1.

Accounting - meaning, nature, functions and usefulness; types of accounting; accounting equation; generally accepted accounting concepts, principles and conventions; double entry system.

Recording of transactions - preparation of ledger accounts, subsidiary books, recording of cash and bank transactions, Preparation of bank reconciliation statement, preparation of trial balance; voucher system.

Accounting for depreciation - need for and significance of depreciation, methods of providing depreciation.

Provision for Bad and Doubtful Debts.

Preparation of final accounts (non-corporate entities) - capital and revenue items, manufacturing, trading and profit and loss account, balance sheet, adjustment entries, closing entries, rectification of errors.

Accounting for bills of exchange - bills receivable and payable, acceptance, endorsement, discounting, retirement, dishonour and renewal of bills, accommodation bills.

Accounts of non-profit organizations - receipts and payments and income and expenditure accounts and balance sheet; accounts of professionals.

Single entry system - preparation of Financial Statements from incomplete records.

Average due date and account current.

10. Control accounts – self-balancing and sectional balancing ledgers. 11. Partnership accounts: •

Fundamentals - capital, ixed and luctuating; adjustments for change in profit sharing ratios; revaluation of assets and liabilities; goodwill; joint-life policy.

•

Reconstitution of the irm - admission, retirement and death of a partner; amalgamation.

•

Dissolution of partnership including piece-meal distribution; sale to a company; conversion into company.

•

Accounting for hire purchase and installment sales.

12. Insurance claims - claims under fire insurance policies, claims for loss of stock; claims for loss of profit. Books Recommended: 1. Fundamentals of Financial Accounting : Ashok Sehgal& Deepak Sehgal 2. Financial Accounting

: R.L.Gupta&V.K.Gupta

3. Financial Accounting

: S.N.Maheshwari

4. Financial Accounting

: S.P.Jain&K.L.Narang

PAPER: 4 PRINCIPLES OF MANAGEMENT (ONE PAPER - 3 HOURS - 100 MARKS) FOUNDATION LEVEL Level of knowledge: Basic knowledge. Objectives: To acquaint the students with the principles of management. Course Contents: 1. Nature of Management and its Process Meaning, nature of management and its process; planning, organizing, directing, coordination and controlling. 2. Planning Policies and procedures; methods of planning; decision-making process. 3. Organizing Structure; principles and theories of organization; span of management; centralization and de-centralization; line and staff functions; delegation; functional organization; formal and informal organization; growth in organization, the work groups and leadership. 4. Staffing Meaning, nature and functions of personnel management; selection, training and development; performance appraisal. 5. Direction and Co-ordination Communication, motivation, morale and leadership; internal and external coordination; committees in management; management of change; organization development (O.D.). 6. Controlling Concepts and basic control process; essential of a good control system; traditional and non-traditional control devices. 7. Management Style Participative, Authoritative, MBO, etc. Books Recommended: 1. Management 2. Management 3. Management

: Heinz Weihrich and Harold Koontz : Robert Kreitner : Griffen

SUBJECT CODE: HRMIR 101 HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS (ONE PAPER - 3 HOURS - 100 MARKS) LEVEL-I INTERMEDIATE Level of knowledge: Working knowledge. Objective: To provide thorough knowledge of principles and practice of human resource management and industrial relations necessary for management of business entities. Course Contents: PART A: HUMAN RESOURCE MANAGEMENT (50 MARKS) 1. Introduction to Human Resource Management Nature, significance, scope and status, concepts; human resource management functions and objectives, professionalization of human resource management in Bangladesh; human resource management in changing scenario of business; new directions in human resource management. 2. Structure and Role of Human Resource Management Human resource inventory; human resource manager; organization and functions; human resources management development - organizational strategy. 3. Human Resource Planning and Procurement Meaning, objectives and significance; steps in human resource planning, forecasts â&#x20AC;&#x201C; demand analysis; quantitative and qualitative aspects of human resource planning; job analysis and job description, recruitment and selection - process and policies, interviewing; induction and placement; staffing; career planning; succession planning. 4. Human Resource Training and Development Identification of training needs â&#x20AC;&#x201C; qualitative and quantitative; training curriculum planning; choice of training methodologies; training facilities

and equipments; in-service training; outside training; re-training; advanced training; designing training programmes; employee counseling; executive development programmes; evaluation of training and development programmes; career planning and career development; promotion, transfer and demotion. 5. Performance Appraisal Nature, objectives, limitationsâ&#x20AC;&#x201C;various methods â&#x20AC;&#x201C; personnel records, HR audit, human resource accounting, job evaluation. 6. Compensation Management Nature of employee benefits - statutory and customary; wage plans and policies; profit sharing and incentive plans; compensation package and terminal benefits; impact of compensation and employees benefit and organizational effectiveness; employee benefit programmes. 7. Human Resource Departing Redundancy, retirement, dismissal and voluntary resignation. Books Recommended: 1. 2. 3. 4.

Management Human Resource Management Human Resource Management Principles of Personal Managemen

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

PART B: INDUSTRIAL RELATIONS (50 MARKS) 1. Industrial Relations Concepts, approaches and organization, importance, constituents of industrial relations, dimension of industrial relation at work, successful industrial relations programme, industrial discipline, grievances. 2. Anatomy of Industrial Relations Genesis of industrial conflicts, industrial unrest, industrial disputes classification, causes, industrial peace, strikes and lock outs. 3. Labour Management

Conditions of service and employment; Employment of adolescent; maternity benefit; health and hygiene; safety; special provisions relating to health, hygiene and safety; welfare; working hours and leave; wages and payment; wages boards; miscellaneous. 4. Industrial Disputes Causes, disputes; prevention; settlement methods â&#x20AC;&#x201C; under the law, tripartite bodies, work committee, conciliation, labour court. 5. Collective Bargaining Concept, main features, principles, contents and coverage; process of negotiation, forms, agreements, industrial democracy, participative management. 6. Dispute Settlement Mechanism Conciliation, role of conciliator, duties and responsibilities - voluntary and compulsory; arbitration â&#x20AC;&#x201C; references, procedure. 7. Union Negotiations Meaning, objectives, significance, scope, union-management interaction â&#x20AC;&#x201C; contract negotiation, contract administration, informal joint constitution; parallel negotiations. 8. Workers Profit Participation Fund Establishment of participation and welfare fund, management of funds, investment and utilization of participation fund, accounts and audit of funds. Books Recommended: 1. The Bangladesh Labour Code 2006 2. Relevant Acts and Regulations

: Md. Abdul Halim Masum Saifur Rahman

SUBJECT CODE: GCL102 GENERAL & COMMERCIAL LAWS (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- I 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 Definition, Types, Categories, Sources, General Law vs Commercial Law, Legal Right & Moral Right, Justice and equity and good conscience. 2. Constitution Fundamental writs, freedom of trade, commerce and intercourse; constitutional provisions relating to State monopoly; writ jurisdiction of High Court Division; different types of writs especially habeas corpus. 3. 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; Doctrine of Frustration. 4. 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 â&#x20AC;˘ rights against the goods and the buyer. 5. 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.

6. Law of Agency Definition of agency and the general nature of an agency. Creation of agency by express and implied agreement, ratification, estoppel and necessity. Termination of agency through act of parties and operation of law. 7. Law relating to Partnership Nature of partnership and certain similar organizations-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. 8. 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. 9. 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. 10. 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. 11. Law relating to Transfer of Property Important definitions; movable and immovable property; properties which cannot be transferred; rule against perpetuities; lispendens; provisions relating to sale, mortgage, charge, lease, gift and actionable claim. 12. Law relating to Arbitration Appointment of arbitrators - procedure; commencement; enforceability; appeals.

judicial

Books Recommended: 1. 2. 3. 4.

Constitution of Bangladesh Relevant Acts Commercial Law Commercial Laws

: :

Sen&Mitra Mafizul Islam

intervention;

SUBJECT CODE: CA 103 CORPORATE ACCOUNTING (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- I 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. Course Contents: 1. Introduction Concept of Corporate accounting; Recognition of profit â&#x20AC;&#x201C; increase in value and matching; Timing of revenue recognition; Not-for-profit bodies. 2. Methods of Financial Measurement Theoretical roots of current purchasing power accounting and current cost accounting; defining company profit; Historical cost accounting, Current purchasing power accounting and current cost accounting compared; Inflation, profit and capital employed. 3. Accounting Theory and Regulation Market imperfections and the need for regulation; The need for a theoretical framework; Framework for the preparation and presentation of financial statements; Sources of regulation; Accounting standards â&#x20AC;&#x201C; a boon or curse?; Value-added statement; Related party disclosures. 4. Structure and Content of Financial Statements Presentation of financial statements; Non-recurring profits and losses; Share Capital; New and discontinued operations; Segmental reporting; Limitations of published accounts; Statement showing change in equity. 5. Valuation of Assets and Liabilities Re-measurement of assets and liabilities; Treatment of: property, plant and equipment; Government grants; Investment properties; Goodwill and intangible assets; Inventories and construction contracts; Taxation; Provisions and contingencies; Events after the balance sheet date and retirement benefits; Impairment of assets; Financial instruments; Reporting

the substance of transactions: leasing, sale and repurchase agreements, quasi-subsidiaries, factoring of trade receivables, capital instruments. 6. Holding & Subsidiary Accounts Combinations based on assets or shares; Consolidated balance sheet: goodwill, post-acquisition profits, minority interest, other consolidation adjustments; interpreting consolidated balance sheet; Consolidated income statement; Investment in associates; Interest in joint ventures; Limitations of group accounts. 7. Foreign Currency Translation Foreign currency transactions; Foreign operations; The current rate method; Combining home and overseas activities; The choice of home country. 8. Capital Reduction, Reorganization and Reconstruction Distributable profits; Bonus issues; Reduction of capital; Redemption of shares and the purchase by a company of its own shares; Failure, losses and capital erosion; Liquidation; Capital reconstruction 9. Interpretation of Accounts â&#x20AC;&#x201C; Ratios Principles of ratio analysis; classification of accounting ratios; ratios measuring solvency and financial strength; asset turnover ratios; Profit ratios; earnings per share; gearing; limitations 10. Interpretation of Accounts â&#x20AC;&#x201C; Cash Flow Sources of cash; Applications of cash; The cash flow statement; Observations on the content of the cash flow statement; Unbalanced financial development; Cash-based accounting ratios. 11. Financial Statements of Banks, Insurance companies and other financial institutions. 12. Merger of Companies Accounting and concept related to Merger, acquisition, etc. Books Recommended 1. Accounting Principles 2. Advanced Accounting 3. Advanced Accounting 4. IFRS

: : : :

Weygandt Kieso H. Chakraborty Mainuddin Khan Published by ICAB

SUBJECT CODE: CCRW 201 CORPORATE COMMUNICATIONS AND REPORT WRITING (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- II Level of knowledge: Working knowledge. Objective: To develop students’ ability to communicate correctly and effectively in written English, on matters having relevance to day-to-day business operations with emphasis on quality communication. Course Contents: 1.

Process of communication, barriers and gateways in communication; structure – means, modes and types of communication; feedback in communication; social aspect of communication.

Effective speaking – principles of effective oral communication – speech preparation; observing protocol; voice control, pronunciation, body language; cues and clues; techniques of effective speech; inter-personal communication – art of conversation, conversational control; official and social functions; interviews – art of interviewing, types of interviews, conduct of interview, recording of interviews, job related interviews.

Representation and inter-personal skills - principles of effective written communication – presentation of matters in writing in logical manner to business, social and governmental authorities; representation at public forums; press releases; preparation of bio-data and resume.

Art of public relations; establishment of liaison, rapport with people and organizations; social events participation, drafting of corporate notices and advertisements, corporate image building.

Art of conducting negotiations; people counseling; conflict resolution and problem solving techniques; art of listening and understanding, winning over opponents; art of persuasion and influencing.

Report writing; preparation of promotional articles, bibliography; representation of facts and figures; preparation of summaries.

Conducting meetings and discussions; press conferences, formal and informal meetings, exhibitions, surveys, road-shows, launches, campaigns.

Development of conceptual and analytical skills â&#x20AC;&#x201C; comprehension of key issues from complex material; identification of priorities; integration of diverse sources of information; clarity in thinking.

Personal and professional development; ingraining general and useful knowledge; emotional intelligence; personal conduct and behavior, self confidence, initiative and motivation, business acumen, creativity, innovation and up gradation, planning for change, adapting to new situations, emotional stability, knowledge sharing and using, team building and leading.

10. Business Correspondence related to Personnel, Purchase, Sales, Accounts, Miscellaneous letters. 11. Administration and Miscellaneous: Drafting of telegraphic and facsimile messages, messages through electronic media; public notices and invitations; representations to Trade Associations, Chambers of Commerce and public authorities. 12. Inter-departmental Communication: Internal memos; office circulars; office orders; office notes; representation to chief executive and replies thereto; communication with regional/branch offices. 13. Preparation of Press Releases. 14. Essay Writing: Essays on matters of current interest on trade, commerce, industry and profession. 15. PrĂŠcis 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. Books Recommended: 1. 2. 3. 4. 5.

English Grammar, Composition and Correspondence English Grammar Composition and Usage Report Writing for Business Basic Business Communication Business Communication

: Pink & Thomas : Nesfield : Raymond V. Lesikar : Raymond V. Lesikar : Zane K. Quible

SUBJECT CODE: DITL 202 DIRECT & INDIRECT TAX LAWS (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- II Level of knowledge: Working knowledge PART-A: DIRECT TAX LAWS (50 MARKS) 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. Course Contents: 1. Income Tax Ordinance 1984 i.

Important definitions, concepts in the terms of Income Tax Orinance,1984 ii. Heads of income chargeable to tax, Basis of charge, scope of total income, TIN certificate iii. Income tax authorities, their appointment, jurisdiction and powers iv. Exemptions and allowances as contained in the sixth schedule IT Ordinance,1984 v. Income deemed to accrue or arise in Bangladesh and deemed to be received in Bangladesh vi. Income exempt from tax, residential and non-residential status. Unexplained investments vii. Computation of total income of individual, a firm and its partners from the following sources of income and tax payable thereon-salaries, interest on securities, income from house property, agricultural income, income from business or profession, capital gains, income from other sources. viii. Income of other sources included in assesseeâ&#x20AC;&#x2122;s total income; aggregation of income and set off or carry forward of losses;

â&#x20AC;&#x2DC;deductions to be made in computing total incomeâ&#x20AC;&#x2DC;. Rebates and reliefs in respect of income tax; rates of applicable taxes and tax liability. ix. Payment collection and deductions of tax before assessments and income tax rules relating thereto. Advance Income Tax. Tax deduction at source. Provisions relating to collection and recovery of tax. x. Taxation of every person viz., individuals including non-residents, Hindu undivided family, firms, association of persons, co-operative societies, trusts and charitable and religious institutions, also companies. xi. Submission of return and statements and prescribed time and limit thereof. Provisions concerning procedure for assessment/re-assessment. xii. Assessment including self-assessments of individuals and private Limited Companies and Firms. xiii. Deduction allowable in computing income from business, profession, house property, capital gain, agricultural income, interest on securities and other sources and deduction not admissible in certain circumstances. xiv. Procedures of appeals and revision provisions. Reference to various appellate authorities including application to taxes settlement commission. xv. Penalties imposable, offences and prosecution xvi. Contemporary and recent issues. 2. 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: INDIRECT TAX LAWS (50 MARKS) (i)

To impart and share knowledge about the Value Added Tax law, Rules and procedures applicable in Bangladesh.

(ii) To impart knowledge about the Customs Act, Import and Export policy order applicable in Bangladesh. (iii) To equip students with application of customs and VAT Act provisions with examples of Duty/tax assessment/calculation procedure.

Course contents: 1.

The Customs Act 1969: Customs Duty, objectives of Customs Duty, its importance, necessary definitions, Authorities and Administration, Prohibitions, Levy of duties, Exemptions, Valuation of import goods, Date for determination of rate of duty, Assessment (including provisional assessment and Clearance of goods, Auction (Section 82), Refund, Drawback, Warehousing, Clearance for exportation (S 131), Offences and Penalties, Power of Adjudication, Summary adjudication (Section 184), , Recovery of Government dues (S 202), C& F agents (S.207), Liability of Principal and Agent (S. 209).

IPO and EPO: Some important issues of Import and Export Policy Order.

Value Added Tax: Value addition as a concept, Definitions, Registration under VAT Act, Value added Tax (Input and output VAT), Evolution of VAT in Bangladesh, VAT mechanism for goods: price declaration, VAT assessment, Input tax credit/Rebate, Advance Trade Vat (ATV), Time and methods of VAT payment, VAT exemptions and zero rate, VAT on services, Services exempted from Vat, VAT deduction at source, Credit notes and debit notes, VAT Return-submission and examination of VAT return, Offences and Penalties, Refund, Drawback on export (Rules 28-30), taxes under VAT Act such as Supplementary duties, turnover tax, cottage industry facility, VAT records and Audit, Recent changes.

Books Recommended 1. 2. 3. 4.

Value Added Tax (VAT) Act, and Rules, Relevant SROs and Orders The Customs Act, 1969 (including First Schedule) Import and Export Policy Value Added Tax System of Bangladesh (Act, rules and procedures): Dr. Mohammad Abdur Rouf

SUBJECT CODE: ELW 203 ECONOMIC LAWS & WTO (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- II Level of knowledge: Working Knowledge Objectives: To provide understanding of certain economic and industrial legislation which have direct relevance to the functioning of the companies and to provide understanding of WTO and rules and practices related to international trade. Course Contents: PART-A: ECONOMIC LAWS (50 MARKS) 1. Industries Development and Regulation Industrial & Export-Import policy - definition and clarification of industries, public and private sector investment, foreign investment. 2. Board of Investment Formation, its role, functions and activities. 3. Laws Relating to Investment An overview of law & policies related to investment, Public-Private Partnership (PPP) EPZ, power, telecommunication, ports and roads; Government Policy, legislation and authorities. The legal framework will include â&#x20AC;&#x201C; laws relating to power, ports, Bangladesh Telecommunication Regulatory Authority (BTRC), Energy Regulatory Commission, etc. 4. Trade Organization Ordinance Definitions, classification, licensing and registration, membership, cancellation of registration, etc. 5. Pollution Control and Environmental Protection Concept of sustainable development, Government policy regarding environment and related laws.

6. Competing Laws Procedure for registration of agreements relating to certain trade practices; procedure for investigation/ inquire by the Monopolies and Restrictive Trade Practices Commission and other authorities in relating to restrictive, unfair and monopolistic trade practices; globalization of market and consumer protection- appearance before Consumer Dispute Redressal Forums. 7. 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, trademarks, copyright, designs, etc. international conventions relating to intellectual property. 8. Contemporary &Recent Issues. PART-B: WTO - INTERNATIONAL TRADE, JOINT VENTURES AND FOREIGN COLLABORATIONS (50 MARKS) 1. International Trade and Trading Blocks Theory and policy, institutionalization of international trade, pre-GATT scenario, GATT and international trade, establishment of World Trade Organization; other international trade organizations including regional economic blocks - ASEAN, SAARC/ SAPTA, NAFTA, EC, etc. 2. World Trade Organization (WTO) Basic Principles of WTO and GATT; their functions and areas of operations, various agreements under WTO. 3. Anti-dumping Duties WTO provisions on anti-dumping; anti-dumping laws â&#x20AC;&#x201C; anti-dumping duties, regulatory framework, procedure and developments therein. 4. Subsidies and Countervailing Duties WTO provisions on subsidies and countervailing duties, administration of countervailing duties, procedure for countervailing duties and emerging trends.

5. Foreign Collaborations and Joint Ventures Industrial Policy and Foreign Direct Investment : kinds of collaboration and joint ventures, negotiating foreign collaboration/joint venture; drafting of agreement, restrictive clauses in the foreign collaboration/joint venture agreements; Bangladeshi joint ventures abroad. 6. Settlement of Disputes under WTO Dispute settlement under WTO - rules, regulations and procedures relating to settlement of disputes under WTO. 7. International Commercial Arbitration International commercial contract and international commercial arbitration, drafting of arbitration agreements, etc., procedure for international commercial arbitration, international arbitration institutions. Books Recommended 1. Anti-dumping Measures under GATT/WTO 2. Understanding International Trade law 3. Joint Ventures, International Business with Developing Countries 4. Relevant Acts and Regulations

: Sheela Rai : Simone Schnitzer : M.B.Rao

SUBJECT CODE: CLP 301 COMPANY LAW & PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL- III 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, 3. Formation of a Company The Registrar of Joint Stock Companies and Firms; 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. 4. Memorandum and Articles Alternation of Memorandum and Articles of Association; limitations on power of such alternations. 5. Promoters/Sponsors Meaning and importance; position, duties and liabilities.

6. Corporate Transactions Pre-incorporation contracts; deed of settlement, doctrine of ultra-vires. 7. Statutory Books Kinds and nature, maintenance of books, electronic registers, Common Seal. 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 Various documents required by regulatory authorities; permission for IPO; valuation of shares using different methods. 13. Debt Capital Ddebentures, debenture stock, bonds; new developments in corporate debt financing; sinking fund, debenture trust 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. 16. Case Study and Recent Developments. Books Recommended: 1. 2. 3. 4.

Companies Act, 1994 Company Law and Practice Company Meetings, Law and Procedures All About Shares Management

: Dr. Khawaja Amjad Syeed : B.K. Sen Gupta : A. K. A. Muqtadir

SUBJECT CODE: CSP 302 COMPANY SECRETARIAL PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL-III Level of Knowledge: Working Knowledge Objectives: To provide expert knowledge and understanding of procedural requirements on various matters relating to company secretarial practice. Course Contents: 1. Incorporations 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, location 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, rematerialization, Depository Participants under Depository Act, functional concepts and regulation, etc. settlement under Depository System. 5. Appointments, Removal of Directors and Managerial Personnel Procedure for appointment, reappointment, resignation, removal and varying terms of appointments/reappointment of directors and managerial personnel.

Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof, compensation for loss of office, waiver of recovery of remuneration, directors and officers liability insurance. Procedure for making loans to directors, disclosure of interest by a director/relatives, etc of a director. Company Secretary- Appointment, resignation and removal of Company Secretary, role of Company Secretary, functions and duties, relationship with chairman and directors, secretary as advisor to the chairman and board. Chartered Secretary in Practice â&#x20AC;&#x201C; Functions; procedure for appointment; resignation and removal of Chartered Secretary in Practice. Auditors-Procedure for appointment/reappointment, registration and removal of statutory auditors and branch auditors; appointment of cost auditors, special auditors, CAG audit. 6. Membership in a Company Procedure for induction of members, expulsion of a member, variation of membersâ&#x20AC;&#x2122; rights; procedure for making application to the Court/Company Law Board; specimen resolutions. 7. Management of Company Meetings Collective decision making forums: authority, accountability, delegation and responsibility. Board Meetings: convening and management of Board and Committee meetings. General Meetings: convening and management of statutory meetings, annual and extraordinary general meetings, class meetings; preparation of notice and agenda papers. Procedure for passing of resolutions, conducting a poll, adjournment and postponement of a meeting. Post meeting formalities including preparation of minutes and dissemination of information and decisions including filling thereof. Resolution by Circulation

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 register 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 payment; 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. Books Recommended: 1. 2. 3. 4. 5. 6.

Companies Act, 1994 Securities and Exchange Rules 1987 (as amended) Securities & Exchange Regulations Central Depository System (CDS) Act Handbook for Company Secretary : A.K.A. Muqtadir All About Shares Management : A.K.A. Muqtadir

SUBJECT CODE: ITMA 303 INFORMATION TECHNOLOGY AND COST & MANAGEMENT ACCOUNTING (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL-III Level of knowledge: Working knowledge. Objectives: To provide to the students an understanding of information systems and use of information technology in business & to equip students with necessary concepts, techniques and skills of cost and management accounting. Course Contents: PART A: INFORMATION SYSTEMS (50 MARKS) 1. System Analysis and Design â&#x20AC;&#x201C; An Overview System study; system design, development and implementation, testing and conversion. 2. Management Information Systems â&#x20AC;&#x201C; An Overview Management information systems concept; evolution and elements of MIS; definition, characteristics and basic requirements of MIS; structure of MIS; computerized MIS; approaches of MIS development; pre-requisites of an effective MIS; computers and its effect on MIS, limitations of MIS; MIS v. data processing; MIS and decision support systems, MIS and information resource management, executive information and decision support systems; artificial intelligence and expert system, MIS in Bangladeshi organizations; recent developments in information technology. 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. 5. Data Base Data base concepts, data structure, data base management system, data base files. 6. Computers and Communication â&#x20AC;&#x201C; An Overview Information technology - the concept of global village, on-line information services, electronic bulletin board systems; the internet; intranet; extranet; electronic mail; interactive video; communication channels; communication networks; local area networks; wide area networks; video conferencing; emerging information technologies in new millennium. 7. Client/Server Computing Communication servers; digital networks; electronic data interchange and its applications; enterprise resource planning systems (ERP systems); inter-organizational information systems; value added networks. 8. Electronic Commerce and Internet E-Commerce â&#x20AC;&#x201C; basics; e-commerce and internet; applications of internet; website management; multi-media. 9. Contemporary Issues and Developments. Books Recommended: 1. Introduction to Computer

: Peter Norton

2. Management Information System

: Jerome Kanter

3. Controllership - The Work of Managerial Accountant : Wilson Campbell 4. Computer Data Processing

: Gordon B. Davis

and

PART-B MANAGEMENT ACCOUNTING (50 MARKS) 1. Introduction Management accounting – meaning, nature and scope; role of management accountant, tools and techniques of management accounting; distinction between financial accounting, cost accounting and management accounting; cost concepts and cost classification; objectives of costing system; establishing costing system; 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 – classiication 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 classiication of direct expenses and its treatment. Overheads – nature, classiication, collection, allocation, apportionment, absorption and control of overheads.

3. Methods of Costing Output or unit costing; job and batch costing; operating costing; contract costing; process costing – treatment of by-products and joint products; process loss. 4. Budgetary Planning and Control Preparation of various types of budgets, advantages and limitations; budgetary control reports to management; zero base budgeting; performance budgeting. 5. 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. 6. 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 â&#x20AC;&#x201C; volume graph; practical application of profit volume ratio. 7. 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 comparisons. 8. Accounting for Price Level Changes Inflation accounting, limitations of historical cost accounting, and methods of accounting for changing prices. 9. 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. Management Accounting 2. Cost and Management Accounting 3. Cost and Management Accounting

: I. M. Pandey : S. P. Jain & K. L. Narang : M. N. Arora

SUBJECT CODE: BNILP 304 BANKING, NBFI & INSURANCE -LAWS & PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) EXECUTIVE LEVEL-III Level of Knowledge: Working Knowledge Objectives: To provide good understanding of the role and working of banking, insurance and NBFI management. Course Contents: PART-A BANKING LAW & PRACTICE (40 MARKS) 1. Introduction to Banking Historical perspective; emergence and importance of commercial banking; Islamic banking; an overview of development in banking sector in Bangladesh. Financial Systems in Bangladesh. Bangladesh Bank (Nationalization) Order, 1972 (President Order No. 26 of 1972). 2. Relationship between Banker and Customer Legal framework - corporate banking, Loans and Advances, classifications and provisioning, loan documentation. 3. Law and Procedure Governing Banking Instruments Cheque, bill of exchange, letter of credit, etc. 4. Management of Assets Assets and Liabilities in commercial bank. Maintaining of capital under the guideline of Basel Committee. 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

Level of Knowledge: Working Knowledge Objectives: To provide good understanding of the role and working of banking, insurance and NBFI management. Course Contents: PART-A BANKING LAW & PRACTICE (40 MARKS) 1. Introduction to Banking Historical perspective; emergence and importance of commercial banking; Islamic banking; an overview of development in banking sector in Bangladesh. Financial Systems in Bangladesh. Bangladesh Bank (Nationalization) Order, 1972 (President Order No. 26 of 1972). 2. Relationship between Banker and Customer Legal framework - corporate banking, Loans and Advances, classifications and provisioning, loan documentation. 3. Law and Procedure Governing Banking Instruments Cheque, bill of exchange, letter of credit, etc. 4. Management of Assets Assets and Liabilities in commercial bank. Maintaining of capital under the guideline of Basel Committee. 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. Bangladesh Bank Order, 1972 (President

Order No. 127 of 1972). 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 1947, 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. 12. Secretarial Practices relating to the Banking Companies Act, 1991 including capital, director, dividend, reserve, liquid assets, power of Bangladesh Bank and Government, submission of returns, audit and inspection, punishment, acquisition and winding-up. PART-B INSURANCE LAW & PRACTICE (40 MARKS) 1. Introduction Insurance- meaning, nature, role and importance; essential requirements and principles of insurance; re-insurance; Double Insurance, Kinds of Insurance, different types of non-life insurance, non-life insurance and life insurance, Organization of insurance Business in Bangladesh, nationalization of insurance business in Bangladesh; Insurance Regulatory Development Authority Act; Insurance Contract. 2. Life Insurance Definition, Features of life insurance contract; proposals and policy and its classification; assignment and nomination; title and claims; concept of trusts in life policy; Jibon Bima Corporation - role and functions.

3. Fire Insurance (Non-Life) Nature, uses and elements of fire insurance; various types of fire policy; policy conditions: subrogation, re-insurance, contribution; average clause, proximate cause; claims and recovery and ex-gratia payment. 4. Marine Insurance(Non-Life) Law relating to marine insurance; scope and nature; types of marine policy; marine losses, insurable interest; disclosure and representation; payment of claims, proximity cause; voyage; warranties; measurement of subrogation; contribution; under insurance. 5. Miscellaneous Insurance (Non-Life) Nature, disclosure, terms and conditions; claims and recovery; third party insurance; compulsory motor vehicle insurance; burglary, accident insurance and other miscellaneous insurance. 6. Risk Management Risk and uncertainty; classification of risk; source of risk-external and internal; nature, risk analysis, planning, control and transfer of risk; administration of company's properties and provision of adequate security arrangements. 7. Insurance Surveyor ship Appointment, legal provisions and licensing, functions. 8. Company Secretary vis-a-vis insurance and risk management; recent developments in the insurance sector in Bangladesh. 9. Secretarial Practices Relating to Insurance Act, 2010. PART-C: FINANCIAL INSTITUTIONAL LAW & PRACTICE (20 MARKS) 1. 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; Lease Financing. 2. Secretarial Practices relating to the Financial Institutions Act, 1993 including capital, director, dividend, reserve, liquid assets, power of

SUBJECT CODE: ACLP 401 ADVANCED COMPANY LAW AND PRACTICE (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- I Level of Knowledge: Expert Objectives: To develop and understanding of the regulation by law of registered companies. Course Contents: 1. Management & Control of Companies •

• •

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 Compliance Officer (CCO): Necessity, scope and responsibilities, statement of CCO. Chartered 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, 2010 and the Chartered Secretaries Regulations, 2011.

2. Meeting • •

Meeting of Directors and Committees: Frequency, convening and proceedings of Board/Committee meetings and minutes. General Meetings: Kinds of general 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 etc.

3. Investments and Loans Law relating to making investments in and granting loans to other body corporate and giving guarantees and providing security. 4. Divisible Profits Ascertainment of divisible profits; declaration and payment of dividend. 5. Accounts and Audit Statutory books to be kept; form and content of the financial statements; 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. 6. Board’s Report and Disclosures Preparation; disclosures; directors’ responsibility statement. Compliance certificate – need and purpose; issue and signing by practicing chartered secretary; disclosure and filing. 7. Registers and Returns Maintenance, authentication, presentation and inspection of statutory books/registers prescribed under various provisions of the company law and filing of various forms/returns to Registrar of Joint Stock Companies & Firms; procedure and penalties for delayed filing, etc. Annual Return-Nature and significance; contents; filing-preparation and disclosures; signing, certification and filing; maintenance, place of keeping and its inspection. 8. Inspection and Investigation Inspection of documents, books of account, registers etc; powers of the inspector, seizure of books and documents, inspector’s report; power of the Registrar of Joint Stock Companies & Firms, investigation into affairs of the company. 9. Majority Rule and Minority Rights Law relating to majority powers and minority rights. Shareholder remedies-actions by shareholders; statutory remedies; personal actions; prevention of oppression and mismanagement. 10. Application of Company Law to Different Sectors such as Banking, NBFI, Insurance, etc. 11. Offences and Penalties – an overview. 12. Winding up of Companies: Concept and modes. 13. Case Studies relating to current topics on above.

SUBJECT CODE: CFM 402 CORPORATE FINANCIAL MANAGEMENT (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL-I Level of Knowledge: Expert Objectives: To provide an understanding the issues involved in corporate financial policy, planning, decision- making and control. Course Contents: 1. Financial objectives and requirements • The inancial objectives of the main types of organization: public and private limited companies, statutorycompanies, trusts, and companies limited by guarantee • Determination of inancial requirements and their impact on business planning and decision-taking • The role of inancial audit 2. • • • • • •

Sources of finance Stock markets The Alternative Investment Market and over-the-counter markets The institutions that work in and use these markets Money markets Option markets Other sources of inance including state funding, corporate donations, sponsorship, grants and subscriptions

3. • • • • • • • • • • •

Share and loan capital Types of share capital Authorized and issued capital Methods of issuing shares Pricing new share issues Dividend policy, including scrip dividends Share re-purchases Loan capital The nature of debt Debenture stock, convertible stock, warrants Leasing and hire purchase Bank loans and overdrafts

• •

International capital markets Retained funds as a source of inance

4. • • • • • • •

Capital structure and the cost of capital Costs of individual types of inance Risk and return in relation to the cost of capital Weighted average cost of capital Portfolio theory and the Capital Asset Pricing Model Market eﬃciency Capital gearing Capital structure theory and decisions

5. Working capital management • Working capital and its importance • Planning and control of cash and marketable securities, debtors, current liabilities and stock. 6. • • • • • • •

Capital investment appraisal Accounting Rate of Return Payback Period Net Present Value, Internal Rate of Return and their comparison Implications of taxation and inlation Capital rationing Capital budgeting under uncertainty Lease or buy decisions

7. • • • • • • • • •

Business reorganization Business expansion and inancial growth Strategies for expansion and contraction Mergers and acquisitions Tactics in takeovers Regulation of takeovers Divestment methods Prediction of business failure Liquidation Capital reconstruction schemes

8. • • • • •

International aspects Multinational operations Foreign investment decisions Financing overseas investment Political risk and foreign exchange risk Management of exchange rate risk

SUBJECT CODE: CG 403 CORPORATE GOVERNANCE (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL-I Level of Knowledge: Thorough Knowledge Objectives: To provide the knowledge and key skills necessary for the Chartered Secretary to act as chief adviser to the Board on best practice in corporate governance, and as the catalyst for systematic application in the major global forms of organization. Course Contents: 1. The Definitions and Objectives of Corporate Governance The corporate entity; legality, separation of ownership and operation; The concepts of ownership and accountability, ethics and performance; The â&#x20AC;&#x2DC;enlightened shareholder and stakeholderâ&#x20AC;&#x2122; concepts; The state as shareholder; Models of hierarchic and functional relationships in sound governance; Unitary (one-tier) and two-tier boards; The external and internal pressures for sound governance; History and ongoing developments in corporate governance; The reports: Cadbury and King onwards; national and international sources; The Combined Code; Institutional guidelines; Corporate governance guidelines: OECD; the Commonwealth Association; corporate scorecards; BSEC; The governance agenda in the developing and developed economies; International networking. 2. Corporate Responsibility and Stakeholders Internal and external stakeholders; Responsibility to various stakeholder groups; Interest and inluence of various stakeholder groups; Elements of corporate social responsibility: employees, the environment, human rights, communities and social welfare, social investment, ethical conduct. 3. The Regulatory and Ethical Framework The role of legislation and regulation in corporate governance; The nature and importance of compliance; Compliance statements; Explanation of

non-compliance; The ethical dimension: codes and practices; The assessment of corporate performance: yardsticks and measurement, corporate review, disclosure; Social and environmental responsibility: importance, assessment and measurement; reporting; relevance to all; industries and activities; Key concepts: openness and transparency, honesty, probity, accountability, judgment, reputation. 4. The Basis of Sound Governance The concept of best practice in governance: in companies, statutory corporations and trusts; Understanding the distinct and separate roles, duties and responsibilities of corporate officers and stakeholders, chairman, chief executive officer, directors, secretary and shareholders/members; Shareholders: majority control, minority rights, the rights of members in guarantee companies; Responsibilities of institutional shareholders, communications with shareholders; Internal controls; Overall business risk management and review, including the recommendations of the Turnbull Committee; Internal structural relationships in the organization. 5. The Secretary and Corporate Governance The importance and special position of the secretary, the role in sound and effective governance; Appointment and qualification; Control of corporate information and corporate reporting: the annual report, the website and electronic communications; Communication with stakeholders; The ‘whistle-blowing’ concept: issues and problems, protection. 6. Board of Directors Executive and non-executive directors; Chairman, managing director; Shadow and alternate directors; The concept of independent directors; Comparison of roles, needs, powers and duties; appointment, reappointment and rotation, remuneration, removal, retirement and disqualification; The importance of the proper mix of appointments to the Board; Service contracts; Induction, orientation and training; Responsibilities of the Board; Committees and their role; composition, operation and accountability; especially audit, remuneration, nomination; Board effectiveness directors’ liabilities, indemnity and insurance; Borrowing powers; Conlict and disclosure of interest; Share dealing, model codes, insider dealing; Company records; Directors’ disclosures, service

contracts, remuneration and agreements. 7. Risk Management and Internal Control Risk management committees in companies; Risk management policies, systems and procedures; Risks in the business environment; The implications of business risk and strategy selection for governance: a general understanding only is required; Internal control risks: financial, operational and compliance risks. 8. Audit The contribution of internal and external audit to sound governance; Audit reports and their use; Appointment, removal of auditor; Independence and remuneration: rights, powers and duties in the governance framework; Responsibilities to shareholders and the Board. Books Recommended 1. 2. 3. 4. 5.

Corporate Governance : Taxmann Corporate Governance Principles, Policies and practices : A C Fernando A Guide to Corporate Governance : N Gopalsamy Corporate Governance: Concept & Dimensions : SanjivAgarwal Corporate Governance: Contemporary, Issues and Challenges : P V Sarma & S Rajani (ed.)

SUBJECT CODE: CACT 404 CORPORATE ADMINISTRATION & CORPORATE TAX (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- I Level of Knowledge: Thorough Knowledge Objectives: To counsel knowledge and key skills in handling the responsibilities of corporate administration in both the strategic and functional contexts, to develop competence in advising the Board and leading teams in administrative best practice, and in ensuring compliance with external regulations and internal procedures. Course Contents: PART-A CORPORATE ADMINISTRATION (50 MARKS) 1.

Role and functions

• • • •

The role and functions of the corporate administrator Administration as a support service in organizations The concept of best practice The sources and application of guides to best practice

Knowledge and information

•

• • •

Concept and objectives; various provisions of Trade Related Aspects of Intellectual Property Rights agreement and administrative best practice Copyright and intellectual property, including asset protection system in Bangladesh Trademarks and patents Information, data and technology as a corporate resource Technological change and innovation: internet and website applications and management Security and integrity of information, control of access Data protection legislation Confidentiality

Provident fund, Gratuity and Pension fund

•

The management and proper control of pension schemes

• • • •

• • • • • • •

The impact of legislation Funds and their management Principles and practice of trusteeship, administrative secretary ship and support The duties of trustees in law Trust deeds and rules The use of consultants and advisers Disaster planning

Corporate assets

• • • •

The management of physical assets Facilities administration: role and functions Security and the application of systems Purchasing principles and procedures

Corporate restructuring

• • • • • •

Meaning of corporate restructuring; scope and modes of restructuring Strategies Mergers and Amalgamation Takeovers Funding of Mergers and takeovers Valuation of Shares and Business.

Compliance Management

• • • •

Concept and significance Systems approach to compliance management Process of establishment of compliance management system Compliance in letters and spirit.

Legal documentation

Books Recommended: 1. Creating Tomorrow’s Organization : David Birchall & Lyons 2. Management Twenty-first Century : Subir Chowdhury 3. Organization Twenty-first Century : Subir Chowdhury 4. Premeaux Human Resource Management : Simon & Schuster

Laurence

PART-B CORPORATE TAX (50 MARKS) 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 - lexible 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 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; general principles; provisions and tax implications thereof. 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.

• •

• • • • •

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,

SUBJECT CODE: CS 501 CORPORATE SECRETARYSHIP (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- II Level of Knowledge: Expert Objectives (i)

To provide essential knowledge and skills involved in taking overall responsibility for the corporate secretarial functions in a limited company. (ii) To acquaint adequate knowledge on the fundamentals of drafting and pleadings. Course Contents: PART-A SECRETARIAL PRACTICE (50 MARKS) 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; Powers; core and additional duties. Relationship with directors. Offences under the Companies Act. Appointment and vacation of office; Relationship with chairman and directors; Adviser to the chairman and the Board; Dissemination of information and decisions; Communication with shareholders and other stakeholders. 3. Directors Types of Directors; Roles, duties, responsibilities and liabilities; Appointment, reappointment and rotation; Removal, retirement and disqualiication Alternate Directors. Conlicts of interest. Penalties. Offences under the Companies Act. Directors' share dealing. Company records and service agreements. Directors' Report. Chairman of the Board: Appointment, removal, functions at meeting. Executive Chairman: Roles and responsibility. Managing Director: Roles, appointment and removal, etc.

SUBJECT CODE: CS 501 CORPORATE SECRETARYSHIP (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- II Level of Knowledge: Expert Objectives (i)

Independent Director: Appointment procedure, roles and responsibility. 4. Auditors Appointment and removal; Rights of the auditors; Remuneration of auditor; 5. 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, Minutes and minute books, 6. Shareholders Shareholders' rights and obligations, Corporate Democracy in Bangladesh. 7. Corporate compliance Annual report; corporate governance overview; Listing rules, etc. 8. Employee Share Schemes Key features of common employee shares schemes, establishing and administering employee share schemes. 9. Best Practice Application of Secretarial Standards issued by the Institute of Chartered Secretaries of Bangladesh; Corporate Governance Guideline issued by the BSEC and Global best practice. PART B: DRAFTING, APPEARANCES AND PLEADINGS (50 MARKS) 1. General Principles of Drafting General principles and rules of drafting of deeds and conveyance, basic components of deeds, endorsement and supplemental deeds; use of appropriate words and expressions; aids to clarity and accuracy, legal requirements and implications. 2. Drafting of Agreements Drafting of various Agreements including collaboration agreements; arbitration agreements; guarantees -counter guarantees, fidelity, performance guarantee, bank guarantee, hypothecation agreement; Outsourcing agreements, service agreements, leave and license, etc. 3. Drafting of Agreements under the Companies Act Pre incorporation contracts; Memorandum and Articles of Association and other agreements.

4. Drafting various Deeds Deed of sale of land and properties, mortgage, License, and lease - Sub-lease, lease by way of renewal, surrender of lease, deed altering covenants in lease, transfer of lease, deed of license; leases of premises and plant and machinery. Deed of Assignment: Business debts, shares in a company, policies in insurance, patents, trademarks, copyrights, business and goodwill and other rights and interests. Trust Deeds: General; debenture trust deeds; declaration and revocation of trust; trust deeds constituting provident fund, superannuation fund, pension fund, etc. assignment, trust, partnership, Power of Attorney etc. 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. Deeds of Power of Attorney: Revocable, irrevocable, general and particular letters of authority. 5. Drafting of Order Appointment orders, suspension orders, order of dismissal and discharge, charge sheets, apprenticeship agreements. 6. Appearances and Pleadings Appearance before tribunals or judicial bodies and appellate authorities. • • •

Drafting of applications and petitions to public inancial institutions, appellate authorities under taxation and other corporate legislations. Appeals, writ petitions, special leave petition, revision and review applications, affidavits. Etc.

Books Recommended: 1. 2. 3. 4. 5.

Companies Act 1994 Company Secretarial Practice : Handbook for Company Secretary : Handbook for Company Secretarial Practice : Secretarial Practice :

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

SUBJECT CODE: SOM 502 STRATEGIC AND OPERATIONS MANAGEMENT (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- II Level of Knowledge: Thorough Knowledge Objectives: To develop knowledge and understanding of key principles and practices in management; to equip the aspiring Chartered Secretary for both the strategic and corporate contexts of the professional role. Course Contents: STRATEGIC MANAGEMENT 1. • •

The Nature of Strategy Emergent and rational models in strategic management: applications and limitations; The rational cycle: corporate needs, decision-making, implementation, monitoring and review, feedback.

2. • • •

Strategic Analysis, Choice and Evaluation Strategy: strategic options for direction, change and growth; Strategic alliances; Analytical techniques: portfolio analysis, competitor analysis, value chain analysis, market migration analysis.

3. • • • •

The Corporate Environment The ‘boardroom’ strategic role: mission, ethics and values; Stakeholder theory and management; Social responsibility; Environmental factors: the impact of law, regulation, the market, and other ‘PEST’ factors; Measurement of corporate performance: concepts of output and outcome, the ’balanced scorecard’ and the strategic balance sheet.

•

4. • •

Planning and Policy The distinction between strategy and policy; Planning: short, medium and long-term;

• •

Planning techniques: scenario planning, contingency management, resource allocation and planning; Policymaking and implementation. CORPORATE MANAGEMENT

1. • • •

Organizational Design Organizational structure and culture: determinants of organizational form, types and characteristics, the management and mobilization of culture, alternative organizational forms; Organizational development: the management of change, business process re-engineering; The management of quality: total quality management and audit approaches, benchmarking.

2. • • •

Managing Operations Supply chain management and logistics; Cycle time reduction; Just-in-time and manufacturing resource planning techniques.

3. • •

Knowledge and Information Management Information systems strategy; Knowledge management.

4. • • • •

Corporate Communication Personal communication; Networking, cascading and team brieing; The use of communications technology; the internet and intranets; Communicating change. TEAM LEADERSHIP

1. • •

Individual Behavior Concepts of satisfaction, morale and motivation; Implications of changing work patterns, empowerment.

2. • • • •

Leading Teams Leadership, authority and responsibility; Emotional intelligence; Groups and teams; Techniques in team building;

• •

Project management; Self-directed and cross-functional teams.

3. •

Managing Performance Appraisal and measurement (organization, team and individual), enhancing the performance of teams and individuals; Human capital Management: ideas and practice.

•

Books Recommended: 1. Strategic Management and Policy; Addison

: Thomas L Wheelen & J.David Hunger 2. Strategic Planning- Formulation of Corporate Strategy : V. S. Ramaswamy & S. Namakumari 3. Strategic Planning & Management : P. K. Ghosh 4. Strategic Management : Charles W. L. Hill & Gareth R. Jones

SUBJECT CODE: SLCM 503 SECURITIES LAWS AND CAPITAL MARKET (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- II 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 on Financial Markets Constituents of financial markets-meaning, types-money markets & capital markets; regulator frameworks governing financial markets (money markets & capital markets) in Bangladesh; financial markets reforms and present scenario; development and growth of financial markets (money markets) in Bangladesh; role of regulators (Ministry of Finance- BSEC, BB, IDRA, MCRA, BICM and Ministry of Commerce-RJSC&F, ICAB, ICMAB, ICSB) of financial markets. 2. Bangladesh Securities and Exchange Commission Constitution of the Commission and its objective, role, functions and powers; an overview on BSEC Act 1993. 3. Capital Markets An introduction, meaning and types of capital markets; importance and necessary of capital markets; how a capital market plays its role in economic development of a country; an overview on international capital markets. 4. Primary Capital Markets

(a) An Introduction: Meaning, types, significance and scope; role of primary capital markets in economic development of a country. (b) Issue of Capital: Meaning of capital and its types; an overview on various types of capital; overviews on securities laws relating to issue of capital-Securities and Exchange Ordinance, 1969; Securities and Exchange Commission (Issue of Capital) Rules, 2001; Securities and

Exchange Commission (Public Issue) Rules, 2006; Securities and Exchange Commission (Right Issue) Rules, 2006; Securities and Exchange Commission (Debt Issue through Private Placement) Rules, 2012;

wmwKDwiwUR I G·‡PÄ Kwgkb (m¤ú` wfwËK wmwKDwiwU Bmy¨) wewagvjv, 2004| (c) Primary Capital Market Institutions: An overview on various agencies and institutions involved in primary capital markets; role of primary markets institutions-RJSC&F, BSEC, Issuers, Issue Managers, Underwriters, Bankers to the Issue, Registrar to the Issue, Trustees, Institutional Investors, etc. (d) An overview on various documents relating to capital issue-Information Memorandum, Prospectus, Rights Share Offer Documents, Trust Deed, Due Diligence Certificate, etc. 5. Secondary Capital Markets

(a) An Introduction: Meaning, types, functions and scope of secondary capital markets; role of secondary capital markets in economic development of a country. (b) Stock Exchange: Meaning, objectives, role , function and powers of a stock exchange; regulatory framework, supervision and operations of a stock exchange; concept of demutualization of a stock exchange; classification of securities and their listing in the stock exchange; Clearing and settlement of transactions; Overviews on Listing Regulations and Transaction Regulations of Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited; Brief history of Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited Dhaka. (c) Over-the Counter (OTC) Markets: Meaning, functions, role, and scope of OTC markets; an overview on the Securities and Exchange Commission (Over-the –Counter) Rules, 2001. (d) Secondary Market Intermediaries: Overviews of various market intermediaries- stock brokers, stock dealers, authorized representatives, portfolio managers, merchant bankers, clearing agents, settlement agents, etc.; Overviews on evsjv‡`k wmwKDwiwUR I

G·‡PÄ Kwgkb (÷K wWjvi, ÷K †eªvKvi I Aby‡gvw`Z cÖwZwbwa) wewagvjv,

2000 I evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgkb (gv‡P©›U e¨vsKvi I †cvU©dwjI g¨v‡bRvi) wewagvjv, 1996| 6. Depository System Meaning, objective, role and functions of a depository; meaning, functions and role of various types of depository participants; dematerialization of securities, overview on various types of accounts maintained in depository system; record keeping by issuers, depository and depository participants in depository system; an overview on securities laws relating to depository systems -

wW‡cvwRUwi AvBb, 1999, wW‡cvwRUwi cÖweavbgvjv, 2000, wW‡cvwRUwi (e¨envwiK) cÖweavbgvjv, 2003| 7. Capital Market Instruments:

(a) Introduction: An introduction on various capital market instruments; meaning and various types of equity and debt-ordinary shares, common stocks, preference shares, debentures, bonds, asset backed securities, global depository receipts, foreign currency bonds & debentures, etc. (b) Mutual Funds: Meaning and types of mutual funds; process of constitution & registration of close-end and open-end mutual fund schemes; role of various parties of mutual fund schemes-sponsors, trustees, asset managers, custodians and unit-holders; process of winding-up of close-end and open-end mutual fund schemes; an overview on evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgkb (wgDPyqvj dvÛ)

wewagvjv, 2001|

(c) Derivatives: Meaning and overviews on various types of derivatives-forwards, futures, options, warrants, LEAPS, baskets, swaps and swaptions. 8. Capital Market Institutions

(a) An overview on capital markets regulators- BSEC, RJSC&F, BB, BOI, Stock Exchanges, depository, ICSB, ICAB, and ICMAB& BICM. (b) An overview on capital market intermediaries-merchant bankers, stock-brokers, stock-dealers, portfolio-managers, corporate advisors,

issue managers, bankers to the issue, underwriters, asset managers, trustees, custodians, market makers, credit rating companies, etc. (c) Conceptual overview on issuers and investors; objectives of formation of investors’ protection funds. 9. Corporate Compliances and Miscellaneous

(a) Corporate Compliances – on corporate governance guidelines; price sensitive information; adoption of audited financial statements & declaration; appointment of statutory auditors; submission & filing requirements of annual reports, annual audited financial statements, periodical financial statements, shareholding position; declaration of sell/buy of shares by sponsors/directors; AGM holding; submission of audio-visual recording of proceedings of AGM and dividend compliance report. (b) Provisions relating to – prohibition of insider trading and acquisition of substantial shares and takeover. (c) Concept and scope of credit rating and credit rating companies in Bangladesh; regulatory requirements on credit rating in Bangladesh. 10. Money Markets An overview on regulatory framework of money markets, regulations on Banks and Non-banking financial institutions; concept on various types of money market instruments-cheques, promissory notes, bill of exchanges, letter of credits, various types of deposits –fixed deposit receipts, deposit pension schemes, saving certificates, treasury bills, treasury bonds, call money deposit receipts, etc.; role of money markets in economic development of a country. 11. Case studies on current topics/issues on above. 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: SMSA 504 SECRETARIAL, MANAGEMENT & SYSTEM AUDIT (ONE PAPER - 3 HOURS - 100 MARKS) PROFESSIONAL- II 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. Course Contents: PART-A SECRETARIAL AUDIT (50 MARKS) 1. Chartered Secretary in Practice Chartered 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. Chartered Secretaries Act 2010 and Chartered Secretaries Regulations 2011 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 Joint Stock Companies & Firms; records for banks and financial institutions; 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 & Firms, 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. 13. Recent Developments. PART-B MANAGEMENT AND SYSTEMS AUDIT (50 MARKS) 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, low 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. 2. 3. 4. 5.

The Chartered Secretaries Act, 2010 ICS Publications Principles of Auditing Contemporary Auditing Cost Audit Rules

: Dr. Khawaja Amjad Sayeed : Kamal Gupta : ICMAB Publications