ICSB Hand Book

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Address of the Institute

ICSB Published by the Council107, Kakrail (Ground & 1st Floor) G.P.O. Box No. 3100 Dhaka-1000, Bangladesh

Institute of Chartered Secretaries of Bangladesh(A Statutory body under an Act of Parliament)

Telephone Fax E-mail Website

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


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

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

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

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

5.1 5.2

Coaching classes Correspondence course CHAPTER-VI EXAMINATIONS

15 16

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

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

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

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

7.1 7.2


23 23 1.1 24 24 SCHEDULE A SUBJECTWISE SYLLABUS Background


8.1 8.2

Intermediate Final

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



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

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


1.6 A)

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