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Page 1: ICSB Hand Book

STUDENTS’ HANDBOOK

Published by the Council

Institute of

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

Address of the Institute

ICSB 107, Kakrail (Ground & 1

st Floor)

G.P.O. Box No. 3100

Dhaka-1000, Bangladesh

Telephone : 880-2-9349578, 9336901

Fax : 880-2-9339957

E-mail : [email protected]

[email protected]

Website : www.icsb.edu.bd

INSTITUTE OF CHARTERED SECRETARIES

OF BANGLADESH

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STUDENTS’ HANDBOOK

C O N T E N T S

CHAPTER-I

INTRODUCTION

Sl. No. Page 1.1 Background 1 1.2 The Institute 2 1.3 Professional qualifications offered 2 1.4 Objectives, role and functions 3 1.5 Career opportunities after qualifying 3 1.6 The Secretariat of the Institute 4 1.7 Regional offices of the Institute 5

CHAPTER-II SYLLABUS

2.1 Intermediate 6 2.2 Final 6

CHAPTER-III PRELIMINARY EXAMINATION – ADMISSION

3.1 Objective 7 3.2 Admission of preliminary examination 7 3.3 Exemption from preliminary examination 7 3.4 Admission procedure 7 3.5 Mode of payment of fees 8 3.6 Dates of admission 8 3.7 Examinations 8 3.8 Subjects of preliminary examination 7 3.9 Medium 9 3.10 Examination Centres 9 3.11 Registration 9

CHAPTER-IV ENTRY TO COURSE DISCIPLINES

4.1 Objective 10 4.2 Qualifying examinations 10 4.3 Registration of students 10 4.4 Minimum entry requirements 11 4.5 Student registration procedure 11 4.6 Documents accompanying application 12 4.7 Mode of payment of fees 12 4.8 Date of registration 12 4.9 Refund of fees 13 4.10 Identity Card 13 4.11 Undertaking 13 4.12 De-Novo registration 14

CHAPTER-V COACHING CLASSES

5.1 Coaching classes 15 5.2 Correspondence course 16

CHAPTER-VI EXAMINATIONS

61. Application for examination 17 6.2 Language 17 6.3 Subjects of examinations 17 6.4 Examination Centres 18 6.5 Examination time table 18 6.6 Examination rules 18 6.7 Powers of Examination Committee 19 6.8 Intermediate examination 20 6.9 Final examination 20 6.10 Examination results 21 6.11 Verification of marks 21 6.12 Issue of pass certificate 22 6.13 Refund or Appropriation of examination fees 22 6.14 Examination grade 22

CHAPTER – VII EXEMPTIONS

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7.1 Intermediate 23 7.2 Final 23

CHAPTER – VIII FEE STRUCTURE

8.1 Intermediate 24 8.2 Final 24

SCHEDULE – A SUBJECTWISE SYLLABUS

CHAPTER-I INTRODUCTION

1.1 Background

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.

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1.2 The Institute of Chartered Secretaries of Bangladesh (ICSB).

In the backdrop of the country’s 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 People’s 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 Act-2010 and the By Laws as adopted by the Council and the relevant provisions of the statute.

1.3 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.

1.5 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, Secretary is specifically designated as the “Principal Officer”. In essence, Company Secretaries have the primary duty of ensuring compliance with

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all associated legislations. For this purpose, they have to interact, integrate and co-ordinate with various other functional heads in companies. They act as the confidant of the Board of Directors and counsel the Board of Directors and other functional heads on the legal implications of any proposal under contemplation. A modern corporation needs the services of Qualified Secretaries with multidisciplinary background in law, management and accounting backed by rigorous training and continuing education to ensure that all legal compliances are adequately and promptly met.

In order to ensure protection of the interests of the employees, consumers, creditors, Government, financial institutions and the public at large, the Company Secretaries are regarded as the conscience keeper of the Company and custodian of public interests. In the years to come, the responsibility of the Company Secretaries would get considerably extended thereby making them an indispensable professional in the efficient management of the Corporate Sector.

A “Chartered Secretary” is primarily suitable for employment in corporate bodies. Employment opportunities also exist for them in the Government, Autonomous Bodies, Nationalized Industries, Financial Institutions, Stock Exchanges, Chambers of Commerce, Trade Associations and similar other organizations. “Chartered Secretary” may also be engaged in independent consultancy work of their own by establishing a firm of “Chartered Secretary” who may offer corporate secretarial services of small, medium and even large companies and other organizations.

1.6 The Secretariat of the ICSB

A) Council of the Institute

The council of the Institute of Chartered Secretaries of Bangladesh (ICSB) consists of members having consistent academic and professional background.

The Council, elected by the members for a three-year term, is vested with the executive power to manage and control the affairs of the Institute through the Secretary. The Council has also powers to delegate some powers to special committees.

Council’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 - Secretary

The President and in absence of the President the Senior Vice-President is the constitutional head of the Institute. The Secretary is the executive head of the Institute as provided in the Articles of Association.

1.7 Regional offices of the Institute

The Institute may, in due course, establish its regional office at Chittagong and Rajshahi to help and assist the activities of the Institute in these regions.

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CHAPTER – II SYLLABUS

Keeping in view the objectives and requirement of the profession, the Institute has carefully designed a comprehensive syllabus. The entire syllabus has been divided into 18 subjects of 100 marks each. A summary of the syllabus is as follows :

2.1 Intermediate

LEVEL – I

Code Subject Mark OHRM 101 Organization and Human Resources Management 100 GCL 102 General and Commercial Law 100 BES 103 Business Economics & Statistics 100

LEVEL-II Code Subject BCRW 201 Business Communication & Report Writing (BCRW) 100 DITL 202 Direct & Indirect Tax Laws 100 FCMA 203 Financial, Cost & Management Accounting 100

LEVEL-III Code Subject Mark CLP 301 Company Law & Practice – I 100 CSP 302 Company Secretarial Practice – I 100 EILL 303 Economic Industrial & Labor Laws 100 BIFLP 304 Banking, Insurance and Financial Laws & Practice 100

2.2 Final

Group-I Code Subject Mark CLP 401 Company Law & Practice-II 100 TLP 402 Taxation Law & Practice 100 CFI 403 Corporate Finance & Investments 100 MCIS 404 Management Control & Information Systems 100

Group-II Code Subject Mark CSP 501 Company Secretarial Practice-II 100 PAMP 502 Professional Administration & Management Practice 100 SLCM 503 Securities Law & Capital Market 100 SMA 504 Secretarial & Management Audit 100 Total 1800

+ Internship (Practical Training) The detailed courses against each of the subject are shown in Schedule – “A”

CHAPTER – III PRELIMINARY EXAMINATION –ADMISSION

3.1 Objective

The Objective of the Preliminary Examination is to test the capability of the prospective students to effectively undertake the prescribed course to qualify as a Chartered Secretary.

3.2 Admission to Preliminary Examination

Minimum graduate with 6 points or A level are to sit for preliminary examination.

3.3 Exemption from Preliminary Examination

All applicants are required to sit for a preliminary examination for 100 Marks. Applicants will be selected for Viva Voce on the basis of their performance in Written Test.

The final selection for admission will be based on the marks obtained by the applicant in the written test and Viva Voce.

3.4 Admission Procedure

A candidate may seek admission for Preliminary Examination by making an application in prescribed form along with preliminary examination fee of Tk. 750, and original certificates of Bachelor, HSC and SSC together with one attested copies thereof. The original certificates will be returned after verification. In case of a candidate who is in service, testimonial from the employer must also be submitted.

3.5 Mode of Payment of Fees

No payment by way of Cheque / Cash will be accepted. The students are required to deposit the fees in the prescribed bank account of the Institute.

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3.6 Dates of Admission

Applications for the Preliminary Examination will be received in May/June and November/December of each year.

3.7 Examinations

Preliminary Examination will be held twice a year in June and December.

3.8 Subjects of Preliminary Examination

The preliminary Examination consists of two stages.

Written Examination (a) English and Business Communications (b) General and Commercial Knowledge

Viva Voce

Candidates having passed in the written examination will be called for viva voce and on passing the viva voce will be eligible for registration as students.

Written Test (Syllabus)

(a) English and Business Communications (Full Marks-40)

- Essay on current topics - Precis - Business Letters - Short Notes - IQ Test.

b) General and Commercial Knowledge (Full Marks-40)

- International Affairs - National Affairs - Commercial Terms - Abbreviations - Simple Arithmetic

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- Short Notes. - IQ Test. Viva Voce (Full Marks-20)

- I.Q. and Elegance - Oral communication - Mannerism and smartness - Personality.

3.9 Medium

The Medium of the examination is English only.

3.11 Examinations Centres

The examination centre will be in Dhaka and in such other places in the country as may be determined by the Council which will be notified ahead of each examination.

3.12 Registration

Candidates who pass the preliminary examination or exempted there from and are not less than 18 years of age may seek registration by application in prescribed form for the Intermediate Course for Chartered Secretary.

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CHAPTER – IV

ENTRY TO COURSE DISCIPLINES

4.1 Objectives

The Objective is to conduct examinations to test the potentials of the candidates in the fields of commerce, industry and corporate management.

4.2 Qualifying Examinations

A person desiring to qualify for membership of the Institute is required to pass the Preliminary Examination (if not exempted), Intermediate and Final examinations conducted by the Institute. He/She is further required to undergo internship and comply with rules and regulations laid down by the Institute or prescribed by the Council from time to time.

4.3 Registration of students

A. The minimum qualification for applying to Chartered Secretary Program is bachelor (Pass or Honors in any discipline).

B. The minimum points required for applicants having passed all or any of the following public examinations with not more than one third division in past examinations under traditional system is 6 (six) calculated on the following basis :

Certificate / Degree Division / Class

1st 2

nd 3

rd

SSC or equivalent 3 2 1 HSC or equivalent 3 2 1 Bachelor Degree (Pass) 4 3 2 Bachelor Degree (Hons) 5 4 2 Master Degree 1 1 1

C. 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 in GCE “O” Level and 2 papers of in “A” Level may also apply. For such candidates to be eligible to apply, the minimum qualifying Grade Point Average (GPA) in “O” & “A” levels are 2.5 and 2.0 respectively. GPAs for “O” level and “A” level are calculated on a 4 point scale (A=4, B=3, C=2, D=1) as shown in Tabel B.

Tabel : A Tabel : B CGPA Point O Level GPA Point A Level Point

3.5 & above 5 3.0 & above 3 2.5 & above 3

3.0 to < 3.5 4 2.0 to < 3.0 2 1.5 to < 2.5 2 2.5 to < 3.0 3 1.0 to < 2.0 1 1.0 to < 1.5 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 Intermediate and Final examinations.

4.4 Minimum Entry requirements

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

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

b) has either passed the Preliminary Examination of the Institute or has obtained exemption therefrom.

4.5 Student Registration Procedure

All application for registration must be made in the prescribed form obtainable from the office of the Institute.

Every application shall be duly completed and submitted along with the following fees :

i) Registration fee Tk. 1200 ii) Preliminary exemption fee Tk. 750 iii) Identity card fees Tk. 300 iv) Session Charges Tk.2,250 v) Subject wise exemption fee/Tuition fees as per schedule provided on page 24

If the application for registration is accepted the fees and charges received will not be refunded.

On acceptance an official notification will be issued to the student who will also be allocated a Registration Number, which must be quoted on all communication between the student and the Institute.

4.6 Documents accompanying the application

Every application for registration must accompany the following documents :

a) Certified photocopies of all educational certificates.

b) Character certificate from the head of the institution last attended or employer if employed or any Member of the Institute or by a first class gazetted officer of the Government of Bangladesh.

c) Two attested passport size recent photographs.

4.7 Mode of payment of fees

No payment by way of Cheque / Cash will be accepted. The students are required to deposit the fees in the prescribed bank account of the Institute.

4.8 Date of Registration

Candidate will be registered twice in a year for its Summer and Winter sessions during May-June and November –December respectively.

Candidates registered in Summer session will be eligible to appear in the Examination of that session by the end of that session and those registered in Winter session will be eligible to appear in the Examination of that session by the end thereof.

No candidate will be allowed to appear in the subsequent Levels/Groups without clearing the preceding Level / Group of the Intermediate and Final Examinations respectively.

4.9 Refund of fees

A person whose application for registration is not accepted is entitled to get refund of fees paid by him/her subject to deduction of administrative charges. A candidate once registered will not be entitled to any refund.

4.10 Identity Card

All registered students of the Institute will be provided with Identity Cards, which they must carry when entering the class room, library or the office of the Institute.

4.11 Undertaking

Every candidate applying for registration is required to give an undertaking that he/she shall, as a registered student, conduct himself/herself in a manner befitting the ideals and standards of the profession of the Institute and shall abide by such 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 act in a manner against the discipline of the Institute, it has absolute right to cancel registration of the student forthwith.

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4.12 De-Novo Registration

The registration of a student shall remain valid for a period of five years from the date of his initial registration. To facilitate those students whose registration period has expired or will expire from time to time, there is provision for De-Novo Registration. For getting the facility of De-Novo Registration students will have to fulfill the conditions as stated below :

- Any student who has passed at least one group at the intermediate level will be allowed De-Novo Registration by the office.

- Any student who has not passed any examination in the intermediate level shall have to apply to the Institute, which will be referred to the Education Committee. The Education Committee will review the De-Novo Registration from time to time.

CHAPTER – V

COACHING CLASSES

5.1 Coaching Classes

Coaching Classes are conducted at Dhaka and / or in any other places as may be decided from time to time by the Council depending on the availability of number of students and coaching facilities. The coaching classes are conducted in two academic sessions of the year namely Summer Session and Winter Session. The Summer Session classes begin in July and continue upto December, while Winter Session classes begin in January and continue upto June. The coaching classes are held usually in evening hours on each working day or as may be decided by the Council. The classes begin at 6.30 p.m. and continue upto 9.30 p.m. The duration of each coaching class is 60 to 90 minutes depending upon the nature of the subject. Number of coaching classes required to be conducted against each subject are as follows :

Sl. No

Subject Code

Subject Total Lectures

Class

Test

Tutorials/Case Study

LEVEL - I

1 101 Organization and HRM 30 4 4

2

102 General and Commercial Law 30 4 4

3 103 Business Economics & Statistics 20 20

3 3

3 3

LEVEL - II

1 201 Business Communication & Report Writing (BCRW)

35 4 4

2 202 Direct and Indirect Tax Laws 30 4 4

3 203 Financial, Cost & Management Accounting

30 5 5

LEVEL - III

1 301 Company Law & Practice - I 30 4 4

2 302 Company Secretarial Practice - I 30 4 4

3 303 Economic, Industrial & Labor Laws

30 4 4

4 304 Banking, Insurance & Financial Laws & Practice

30 4 4

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Group - I

1 401 Company Law and Practice - II 30 4 4

2 402 Taxation Law and Practice 30 4 4

3 403 Corporate Finance & Investments 30 4 4 4 404 Management Control &

Information Systems 30 4 4

Group - II

1 501 Company Secretarial Practice - II 30 4 4

2 502 Professional Administration & Management Practice

30 4 4

3 503 Securities Laws & Capital Market 30 4 4

4 504 Secretarial & Management Audit 30 4 4

5.2 Correspondence Course

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

CHAPTER – VI EXAMINATIONS

6.1 Application for examination

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

6.2 Language

English shall be the only medium for answering.

6.3 Subjects of examinations

CHARTERED SECRETARY

INTERMEDIATE

LEVEL – I

Code Subject Marks 101 Organization and Human Resources Management 100 102 General and Commercial Law 100 103 Business Economics & Statistics 100 LEVEL – II

Code Subject Marks 201 Business Communication & Report Writing (BCRW) 100 202 Direct & Indirect Tax Laws 100 203 Financial, Cost & Management Accounting 100 LEVEL – III

301 Company Law and Practice-I 100 302 Company Secretarial Practice-I 100 303 Economic, Industrial & labor Laws 100 304 Banking, Insurance & Financial Laws and Practice 100

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FINAL

GROUP – I

Code Subject Marks 401 Company Law and Practice-II 100 402 Taxation Law & Practice 100 403 Corporate Finance & Investments 100 404 Management Control & Information Systems 100 GROUP – II 501 Company Secretarial Practice – II 100 502 Professional Administration & Management Practice 100 503 Securities Laws & Capital Market 100 504 Secretarial & Management Audit 100

Total Syllabus 1800

+ INTERNSHIP (PRACTICAL TRAINING)

6.4 Examination Centres

The Institute’s examinations will be held in Dhaka and elsewhere in the country as may be deemed feasible by the Council.

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

6.6 Examination Rules

Eligibility :

In order to be eligible to appear at the examination students are required to comply with such conditions relating to examination as may be laid down by the council from time to time. To be specific, a student shall comply with the following regulations :

i. Students enrolled in a particular session must attend at least 75% classes. Students failing to pass in a particular examination may reappear in any subsequent examination until he successfully passes the examination.

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

6.7 Powers of Examination Committee

Admission to examination, expulsion and withholding of results remains within the absolute power of Examination Committee without assigning any reason—

The Examination Committee or a Person authorized by it in the behalf

The examination committee or a person authorized by it in this behalf may for valid reasons

(a) refuse to admit a candidate in an examination ; or

(b) admit him/her to an examination subject to such conditions as it or he may consider to be reasonable to the student; or

(c) debar him/her from appearing in the examination even if he /she has been admitted to it.

Notwithstanding the fact that a candidate has obtained the minimum number of marks for passing an examination, the Examination Committee may withhold his result.

Suspension and Cancellation of Examination Results / or Registration

In the event of any misconduct by a registered student or a candidate enrolled for any examination, the Council or the Committee concerned may suo motu or on receipt of a complaint, if it is satisfied that the misconduct is proved after such investigation as it may deem necessary and after giving such student or candidate an opportunity to state his case, suspend or debar the person from appearing in any one or more examinations, cancel his examination result or student registration, or debar him from future registration as a student, as the case may be.

Misconduct for the above purpose shall mean and include behavior in a disorderly manner in relation to the Institute or in or near an examination hall/premises/centre, breach of any regulation, condition, guideline or direction laid down by the Institute , malpractices with regard to oral tuition or resorting to or attempting to resort to unfair means in connection with the examination conducted by the Institute.

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6.8 Intermediate examination

Admission to intermediate examination

a) No candidate shall be admitted to the Intermediate Examinations unless he/she has passed or has been exempted from the Preliminary examination.

b) A candidate will be admitted to the Intermediate examinations, if he/she has registered himself/herself as a student in a particular session and completed one academic session.

Qualifying marks

Candidates for the intermediate examination shall be examined in the prescribed subject/papers under Schedule – A and declared pass in the examination if he/she obtains at one sitting a minimum of 40% marks in each paper and 50% marks in the aggregates of all papers of the Group.

Exemption from individual paper of the intermediate examination

A candidate shall be exempted from the paper of the intermediate examinations if he/she posses the qualifications specified in Chapter – vii.

Distinction

A candidate shall be declared to have passed with distinction in intermediate examination if he obtains at one sitting a minimum of 50% marks in each subject and 70% marks or above in aggregate in the both groups without obtaining any exemption.

6.9 Final Examination

No candidate shall be admitted to the Final Examination unless :

i) he/she has passed the intermediate examination or has been exempted from ;

ii) a minimum period of nine months have elapsed since his

passing the intermediate examination or being exempted

from the intermediate examination.

Qualifying Marks

Candidates for the final examination shall be examined in the prescribed

subject/papers and declared pass in the examination if he /she obtains

at one sitting a minimum of 40% marks in each paper and 50% marks in

the aggregates of all papers of the Groups.

Distinction

A Candidate shall be declared to have passed with distinction in final

examination if he obtains at one sitting a minimum of 50% marks in each

subject and 70% marks or above in aggregate in the both groups without

obtaining any exemption.

Exemption from individual papers of the Final Examination .

A Candidate shall be exempted from the papers of the final examinations

if he/she posses the qualifications specified in Chapter - vii, secured 50%

or more marks on the respective subject and on payment of requisite

fees.

6.10 Examination Results

Every candidate will be informed of the grades obtained in each paper

and the result thereof but in no circumstances the marks obtained in

individual paper will be furnished.

6.11 Verification of Marks

Information as to whether a candidate's answers to each question in any

particular subject or subjects examined and marked or not, may be

supplied to a candidate on his submitting an application with verification

of marks fee as fixed by the Council within 30 days of the declaration of

the result of the said examination. The fee is only for verifying whether

the candidate's answers in any particular subject or subjects have been

examined and evaluated and not for re-evaluation of the answer. Re-

evaluation of the answers is not permissible under the regulations.

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6.12 Issue of Pass Certificate

Every candidate passing the Preliminary examination or the Intermediate

examination or Final examination is issued with a Certificate to that effect

in prescribed form by the Council.

6.13 Refund of Appropriation of Examination Fee

i) A candidate once issued with an Admission Certificate for an

examination is not entitled under any circumstances to refund of the

examination fee paid by him.

ii) Where, however, a candidate applies to the Council within 15 days

from the date of depositing the fees or at least 15 days before the date

of examination for considering appropriation of examination fee to the

next examination on the ground that he was prevented from attending

the examination on account of circumstances beyond his control and

furnishes requisite documentary proof and information to the satisfaction

of the Council, the Council may permit 50% of the examination fee paid by

him to be appropriated towards the fee payable for the next following

examination for the same group (s) for which he was enrolled.

6.14 Examination Grade

Following grades are provided on the result slip against the subjects in

order to show performances.

A = Very good

B = Standard

C = Below Standard

D = Poor

E = Very Poor

CHAPTER – VII

EXEMPTIONS

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

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CHAPTER – VIII

FEE STRUCTURE 8.1 Intermediate

Code LEVEL-I Coaching

Fees

Exam

Fees

Exemption

Fees

OHRM-101 Organization and HRM 2700 1350 2250

GCL-102 General and Commercial Law 2700 1350 2250

BES-103 Business Economics & Statistics 3600 1800 3000

LEVEL-I

BCRW-201 Business Communication &

Report Writing (BCRW)

3375 1800 2250

DITL-202 Direct & Indirect Tax Laws 3375 1800 2250

FCMA-203 Financial, Cost &

Management Accounting

4050 2025 2250

LEVEL-II

CLP-301 Company Law & Practice-I 4050 2025 NE

CSP-302 Company Secretarial Practice-I 3600 2025 NE

EILL-303 Economic, Industrial

& Labor Laws

4050 2025 NE

BIFLP-304 Banking, Insurance &

Financial Laws and Practice

4050 2025 NE

8.2 Final

Code GROUP - I Coaching

Fees

Exam

Fees

Exemption

Fees

CLP-401 Company Law & Practice – II 4050 2250 NE

TLP-402 Taxation Law & Practice 4050 2250 3300

CFI-403 Corporate Finance & Investments 4050 2250 3300

MCIS-404 Management Control &

Information Systems

4050 2250 NE

GROUP - II

CSP-501 Company Secretarial Practice-II 4500 2250 NE

PAMP-502 Professional Administration &

Management Practice

4500 2250 NE

SLCM-503 Securities Law & Capital Market 4500 2250 NE

SCHEDULE-A

SUBJECT WISE SYLLABUS

Subject Code : OHRM 101 ORGANIZATION AND HUMAN

RESOURCES MANAGEMENT

(ONE PAPER- 3 HOURS - 100 MARKS) Level -I Intermediate

Level of knowledge : Working knowledge

Objective : To provide an understanding of organizational structure, work

environment and people at work.

Course Contents :

Organizations and Structuring the Work Environment

• Formal and informal organizations: why they exist and how they

operate.

• Organizations as bureaucracies: rules and norms, the problems of

bureaucracy.

• The changing roles of people in organizations: from management

to leadership, from conflict to collaboration, from compliance to

commitment. • Sources of authority, power and control at work.

• Types of organizational structure: matrix patterns, project-based

patterns, 'tall' and 'flat' systems. • Choices of organization, workplace and job design.

• The influence of size, market, environment and technology on

organizational structure and functioning. • The processes and problems associated with organizational change.

The Work Group and Leadership

• The development, operation and influence of work groups and teams,

• Formal and informal work groups.

• Group pressures and conformity; influences on behavior.

• Individual versus group performance.

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• Group cohesion and influences on team effectiveness.

• Theories of leadership. Leadership styles and effectiveness.

People at Work

* Needing people: the rudiments of human resource planning.

* Attracting people: job descriptions and job specifications,

recruitment methods and systems.

* Selecting people: selection techniques and methods, including the interview, psychometric testing, and group assessment approaches.

* Developing people: key factors in the design, operation and

effectiveness of training and development.

* Departing people: redundancy, retirement, dismissal, and voluntary

exiting.

* Performance through people: the elements of motivation and reward

performance management; performance review and appraisal;

dealing with problem performers.

* Compensating people: Statutory and customary, wage plans and

policies, profit sharing and incentive plans; compensation package

and terminal benefits; employee benefit programmes.

Books recommended : 1. Management : Heinz Weihrich and

Harold Koontz 2. Management : Robert Kreitner

3. Human Resource Management : Fisher, Schoenfeldt Shoaw

4. Human Resource Management : Gray Deesler

5. Principles of Personal Management : Edwin B. Flippo.

Subject Code : GCL 102 GENERAL AND COMMERCIAL LAW

(ONE PAPER- 3 HOURS - 100 MARKS)

Level -I Intermediate

Level of knowledge : Working knowledge

Objective: To acquaint the students with the important commercial laws,

knowledge of which is essential for an understanding the legal

implications of the general activities of a modern business organization.

Course Contents:

1. Sources of Law : Status and subordinate legislation, Custom,

Personal law, Justice and equity and good conscience and Judicial

precedents.

2. Constitution : Fundamental rights, freedom of trade, commerce and intercourse; constitutional provisions relating to State monopoly; judiciary; writ jurisdiction of High Courts and the Supreme Court; different types of writes-habeas corpus.

3. Law relating to Arbitration : Appointment of arbitrators -procedure;

judicial intervention; venue - commencement; award - time limit -

er.forceability; interest; recourse against award -appeals.

4. Law relating to Stamps : Methods of stamping; consequences of

non-stamping and under stamping; impounding of instruments;

construction of instruments for determination of stamp duty payable;

adjudication; allowance and refund; penal provisions.

5. Law relating to Societies Registration : General concept relating

to registration of societies; property of societies how vested; suits by and

against societies; enforcement of judgment against societies; dissolution

of societies.

6. Law relating to Trusts : General concept relating to trusts; creation of

trust; duties and liabilities of trustees; rights and powers of trustees,

disabilities of trustees and rights and liabilities of the beneficiary.

7. Law of Evidence : The object of the study of the law of

evidence, relevant facts, resgestae, motive, preparation and conduct,

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admissions, confessions, facts of which evidence need not be given, facts

of which evidence cannot be given, oral, documentary and circumstantial

evidence.

8. Criminal Procedure Code : Offences; mens rea, cognizable and non-

cognizable offences, bail, continuing offences, searches, limitation for

taking cognizance of certain offences.

9. Code of Civil Procedure : Elementary knowledge of the structure of civil

courts, their jurisdiction, basic understanding of certain terms-order,

judgment and decree, stay of suits, res judicata, suits by companies,

minors, basic understanding of summary proceedings, appeals, reference,

review and revision.

10. Information Technology Law : An Overview: Important terms under

information technology legislation; digital signatures, electronic records;

certifying authority; digital signature certificate; Cyber Regulation

Appellate Tribunal; offences and penalties.

11. Law relating to Registration of Documents: Registrable

documents : compulsory and optional; time and place of registration;

consequences of non-registration; description of property; miscellaneous

provisions.

12. Law relating to Transfer of Property : Important definitions; movable

and immovable property; properties which cannot be transferred; rule

against perpetuities; lis pendens; provisions relating to sale, mortgage,

charge, lease, gift and actionable claim.

13. Law relating to Limitation : Computation of period of limitation for

different types of suits - continuous running of time; extension of period of

limitation; limitation and writs under the Constitution.

14. Law relating to contract : Contract-meaning; essentials of a valid

contract; nature of contract; performance of contract; termination and

discharge of contract; indemnity and guarantee; bailment and pledge; law

of agency.

15. Law relating to Sale of Goods : Essentials of a contract of sales;

sale distinguished from agreement to sell, bailment, contract for work and

labour and hire-purchase; conditions and warranties; transfer of title by non-

owners; doctrine of caveat emptor; performance of the contract of sale;

unpaid seller-his • rights against the goods and the buyer.

16. Law relating to Negotiable Instruments : Definition of a

negotiable instrument; instruments negotiable by law and by custom; types

of negotiable instruments; parties to a negotiable instrument - duties, rights,

liabilities and discharge; material alteration; crossing of cheques; payment

and collection of cheques and demand drafts; presumption of law as to

negotiable instruments.

17. Law relating to Partnership : Nature of partnership and certain

similar organisations-co-ownership, joint Hindu Family; partnership deed;

rights and liabilities of partners including those of newly admitted partners,

retiring and deceased partners; implied authority of partners and its

scope; registration of firms; dissolution of firms and of the partnership.

Books recommended :

1. Constitution of Bangladesh

2. Relevant Acts

3. Commercial Laws : Mafizul Islam

4. Mercantile Law : N.D Kapoor

Page 18: ICSB Hand Book

Subject Code : BES 103 BUSINESS ECONOMICS AND STATISTICS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level -I Intermediate

Level of knowledge : Basic knowledge

Objective : To provide basic and conceptual understanding of general

Economics principles and statistical tools to interpret and analyse various

economics decisions.

PART-A (60 Marks)

BUSINESS ECONOMICS

Course Contents:

1. Nature and Scope of Economics : Definition, nature and scope of economics; micro and macro economics; positive and normative economics; working of economic systems with special reference to the capitalistic, socialistic and the mixed economies.

2. Demand Analysis : Utility analysis - total utility and marginal utility; law of diminishing marginal utility; law of equi-marginal utility; indifference curves - meaning, properties, marginal rate of substitution; consumers equilibrium; law of demand; elasticity of demand.

3. Production, Costs and Revenue Analysis : Laws of returns; returns to scale; costs and revenue concepts and their relationship with output; economies and diseconomies of scale.

4. Equilibrium of the Firm and Industry : Price and output determination under perfect competition, monopoly and monopolistic competition.

5. National Income : Concept, significance and measurement of national income.

6. Money and Credit: Concept of money and credit; the Quantity theory

of money; the supply of money; credit creation by bank; functions of

central banking and its instruments of credit control.

7. Theory of Employment and Income Determination: Framework

of Keynesian theory of income and employment, consumption function,

investment function and their determinants, investment multiplier,

determination of level of income and employment; Keynesian theory

with reference to developing economies.

8. International Trade and Balance of Payments : Theory of comparative cost advantage, terms of trade and their determinants, concept of rate of exchange; balance of trade and balance of payments and their relationship, measures against balance of payments disequilibrium.

Books recommended :

1. Modern Economics Theory : 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 (40 Marks)

STATISTICS

Course Contents:

1. Statistical data collection – primary and secondary data, methods of collecting primary data, sources of secondary data, census and sample investigation.

2. Presentation of statistical data - classification; tabulation; frequency

distribution; diagrams and graphs.

3. 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.

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

5. Correlation and regression analysis (simple) - meaning and significance of correlation, types of correlation, methods of studying correlation - scattered diagram, Karl Pearson's coefficient of correlation; rank correlation; co-efficient of determination; regression analysis - meaning and significance, difference between correlation and regression, regression lines, regression equations, coefficient of regression; standard error of the estimate.

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

7. 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

Subject Code; BCR 201 BUSINESS COMMUNICATION &

REPORT WRITING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level - II Intermediate

Level of knowledge : Working Knowledge

Objectives: To develop ability to communicate clearly and correctly and to learn style of writing in English.

PART-A (50 Marks)

ENGLISH

Course Contents:

Correct Usage : Tested through knowledge about Prepositions and

Tenses, Active and Passive Voice, Direct and Indirect Speech, Common

Errors, etc.

Formation, Types, Analysis and Synthesis of Sentence.

Vocabulary : Knowledge of One Word Substitutes, Synonyms and

Antonyms; Numbers (Singular and Plural), Gender (Masculine and

Feminine); Diminutives and Primitives; Phrases, Idioms, Foreign Words

and Phrases, etc

Punctuation

* Essay writing: Essays on matters of current interest to trade, commerce, industry and profession; essay writing from given facts and data

* Precis writing: Preparation of summary of office notes, summary of matters appearing in economic and commercial dailies and journals for use in committee meetings in the office; summary of decisions taken in meetings and conferences

Page 20: ICSB Hand Book

PART-B (50 Marks)

BUSINESS COMMUNICATIONS

Course Contents:

• Business communication: Meaning and significance of good

communication; means of communication-oral, written; essentials

of good business letter, etc.

• Business correspondence in functional departments of an

organization.

Types of letters:

(a) Personnel : letter calling candidates for written test; drafting of

interview letters; offer of appointment; provisional appointment

orders; final order of appointment; employee disciplinary matters

- show cause notices, charge sheets, letters of dismissal,

discharge and other punishments.

(b) Purchase : request for quotations, tenders, samples and drawings;

test order; complaints and follow-up.

(c) Sales : drafting of sales letters, circular letters, preparation of sale

notes with conditions of sale on the reverse; status esquires;

preparation of market survey report; reports to sales manager such

as sales promotion matters; drafting of advertisements.

(d) Accounts : correspondence with various agencies; customers

regarding dues, follow up letters; banks _ regarding over-drafts, cash

credits and account current; insurance companies _ regarding

payment, renewal of insurance premium, claims and their

settlement; public authorities like Provident Fund Commissioner,

Post and Telegraph authorities, regarding payment of Provident

Fund contributions, installation of new connections and payment of

telephone bills; payment of sales tax deducted at source.

(e) Secretarial: correspondence with shareholders and debenture

holders pertaining to dividend and interest, transfer and

transmission.

* Administration and miscellaneous

Drafting of telegraphic and facsimile messages; correspondence connected with import and export of goods; correspondence with agents and transport companies; public notices and invitations; representations to Trade Associations Chambers of Commerce and public authorities.

* Interdepartmental communication

Internal memos; office circulars; office orders; office notes; representation to chief executives and replies thereto; communication with regional/branch offices.

* Preparation of press releases.

* Report writing.

Normal and informal reports.

* Receiving, dispatching, filling industrial and business document

and office papers.

Books Recommended :

1. English Grammar, Composition and Correspondence : Pink & Thomas

2. English Grammar Composition and Usage : Nesfield

3. Report Writing for Business : Raymond V. Lesikar

4. Basic Business Communication : Raymond V. Lesikar

5. Business Communication : Zane K. Quible

Principles and Application Margaret H. Johnson

Dennis L. Mott

Page 21: ICSB Hand Book

Subject Code : DITL 202 DIRECT AND INDIRECT TAX LAWS

(ONE PAPER - 3 HOURS -100 MARKS)

Level - II Intermediate.

Level of knowledge : Working knowledge

Objectives :

(i) To impart knowledge of the basic principles underlying the substantive provisions of direct and indirect tax laws to the students.

(ii) To equip students with application of principles and provisions of

direct tax laws in computation of income and taxation of a 'person'

excluding companies under various heads of income and their

assessment procedures.

PART-A (50 Marks)

DIRECT TAX LAWS

Course Contents

Income Tax Ordinance 1984

* Definitions, concept of income and residential status

* Distinction between capital and revenue receipts and expenditure.

* Basis of charge and scope of total income.

* Income deemed to accrue or arise in Bangladesh and deemed to be

received in Bangladesh.

* Income exempt from tax.

* Computation of total income under various heads, such as -salaries,

interest on securities, income from house property, agricultural income,

income from business or profession, capital gains, income from other

sources.

* Income of other sources included in assessee's total income;

aggregation of income and set off or carry forward of losses;

'Various'deductions to be made in'computing total income,, rebates and

reliefs in respect of income-tax; rates of applicable taxes and tax liability.

* Taxation of every person excluding companies, viz., individuals

including non-residents, Hindu Undivided Family, firms, association of

persons, cooperative societies, trusts and charitable and religious

institutions, etc.

* Income-tax authorities - their appointment, jurisdiction and powers.

* Special provisions relating to certain incomes of non-residents.

* Provisions concerning procedure for assessment/ reassessment.

* Provisions relating to collection and recovery of tax.

* Refund to tax.

* Appeals and revision provisions.

* Penalties imposable, offences and prosecution.

Gift-tax

* Statutory definition of gift; valuation of gift; tax-exempted gifts; return of

gifts; assessment and recovery of gift tax; penalties and prosecution.

PART-B (50 Marks)

INDIRECT TAX LAWS

Course Contents:

The Customs Act: Nature of restrictions of import and export under the Act; clearance of goods from the port; transport and warehousing thereof; leave of exemption from and collection of customs duties; drawback of duties and customs, appeals and revision procedure.

Value Added Tax : Definition and ambit of VAT net, base for computation of value added, VAT registration, price declaration and approval procedure, payment of VAT, supplementary duties and turnover tax, VAT exemption and adjustment, filing of returns and appeals, penalties, books and registers for recording of VAT related transactions.

Books recommended : 1. Income tax ordinance 1984 2. Value Added Tax (VAT) Act 3. Customs Act

Page 22: ICSB Hand Book

Subject Code: FCMA 203 FINANCIAL, COST AND

MANAGEMENT ACCOUNTING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level - II Intermediate

Level of knowledge : Working Knowledge

Objectives : To develop understanding of the concepts and practices associated with financial reporting in companies, groups of companies and other organizational entities.

PART-A (50 Marks)

FINANCIAL ACCOUNTING

Course Contents:

1. Statutory records to be maintained by a company.

2. Accounting Standards : relevance and significance; national and

international accounting standards.

3. Accounting for share capital transactions : Issue of shares at par, at premium and at discount; forfeiture and re-issue of shares; buy-back of shares; redemption of preference shares -statutory requirements, disclosure in balance sheet; rights issue.

4. Issue of debentures : Accounting treatment and procedures;

redemption of debentures; conversion of debentures into shares.

5. Underwriting of issues; acquisition of business; profits prior to incorporation; treatment of preliminary expenses.

6. Preparation and presentation of final accounts of joint stock companies as per company law requirements; provisions and reserves; determination of managerial remuneration; appropriation out of profits; transfer of profits to reserves; payment of dividend, transfer of unpaid dividend to Investor Education and Protection Fund; bonus shares and payment of interest out of capital.

7. Accounting treatment for amalgamation and reconstruction of

companies; internal reconstruction.

8. Holding and subsidiary companies: Accounting treatment and disclosure; consolidation of accounts.

9. Valuation of goodwill and shares.

10. Final accounts of banking companies, insurance companies and electricity companies.

11. Overview of financial reporting in respect of various kinds of financial institutions like mutual funds, non-banking finance companies, merchant bankers, stock brokers, etc.

12. Computerised accounting: Accounting softwares; accounting applications using data base management system; role of computers in accounting.

PART-B (50 Marks)

COST AND MANAGEMENT ACCOUNTING

Course Contents :

1. Introduction : Objectives of costing system, cost concepts and cost

classification; establishing costing system, management accounting

- meaning, nature and scope; role of management accounting, tools

and techniques of management accounting; distinction between

financial accounting, cost accounting and management accounting.

2. Elements of cost:

Material cost : Purchase procedures, store keeping and inventory control, fixing of minimum, maximum and re- order levels, ABC analysis, pricing of receipts and issue of material and accounting thereof, investigation and corrective steps for stock discrepancies; accounting and control of wastage, spoilage and defectives.

Labour Cost : Classification of labour costs, payroll procedures, labour

analysis, monetary and non-monetary incentive schemes;

measurement of labour efficiency and productivity; labour turnover and

remedial measures; treatment of idle time and overtime.

Direct expenses : Nature, collection and classification of direct

expenses and its treatment.

Page 23: ICSB Hand Book

Overheads : Nature, classification, collection, allocation, apportionment,

absorption and control of overheads.

3. Reconciliation of cost and financial accounts.

4. Methods of costing : Output or unit costing; job and batch costing; operating costing; contract costing; process costing -treatment of by-products and joint products.

5. Budgetary control : Preparation of various types of budgets;

advantages and limitations; budgetary control reports to'

management; zero base budgeting; performance budgeting.

6. Standard costing and variance analysis : Standard costing

distinguished from budgetary control: types of standards, determination

of standards, variance analysis, disposal and reporting of variances to

management.

7. Marginal costing and break-even analysis : Marginal costing

distinguished from absorption costing; application of marginal costing;

contribution concept and decision making; cost-volume-profit

relationship; break-even analysis, preparation of break-even charts,

profit - volume graph; practical application of profit volume ratio.

8. Analysis and interpretation of financial statements: Nature, objectives; latest trends in presenting financial data; importance and limitations; types and tools of financial statement analysis; accounting ratios-classification; - advantages and limitations; inter-firm comparison.

9. Cash flow statements : Classification of cash flows, preparation and

usefulness.

10. Accounting for price level changes : Inflation accounting,

limitations of historical cost accounting, methods of accounting for

changing prices.

11. Responsibility accounting : Basic principles, centers of control;

responsibility reporting, implementation, organizational aspects, benefits

and difficulties; management reporting system; behavioral consideration in

accounting; social reporting.

Books recommended

1. Accounting Principles : Weygandt Kieso Kell

2. Advanced Accounting : H. Chakraborty

3. Advanced Accounting : Mainuddin Khan

4. International Accounting Standards : Published by ICAB

5. Advanced Accounting : Jain & Narang

Subject Code: CLP 301 COMPANY LAW AND PRACTICE I

(ONE PAPER - 3 HOURS -100 MARKS)

Level - III Intermediate

Level of knowledge : Working Knowledge

Objectives : To provide conceptual understanding and working knowledge of

the provisions of the Companies Act 1994 (or of amendments thereof).

Course contents:

1. Introductions : Nature and functions of companies; concept of corporate

personality and nature of corporate characteristics -company as a

person, resident, citizen,

2. Types of companies : Public and Private Limited Companies;

Companies Limited by Guarantee and Unlimited Companies. Holding

and Subsidiary Companies. Comparison of registered companies with

other forms of organizations e.g., Sole Traders and Partnership; Joint

Venture, Corporations, Local Authorities, State Companies, Voluntary

Authorities,

3. Formation of a Company : The Registrar of Joint Stock Companies,

Deed of Settlement, the contents and effects of the Memorandum of

Association, Articles of Association, Memorandum and Articles on the

website. Additional documents required for incorporation, certificate of

incorporation; commencement of business and certificates of foreign

companies.

4. Alternation of Memorandum and Articles and 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

Page 24: ICSB Hand Book

9. The concept of capital and financing of companies: Sources and

categories of capital; classes and types of shares; equity with

differential rights; issue of shares at par, premium and discount; bonus

issues, rights issues, right issue rules, stock and share, issue of sweat

equity shares, employee stock option scheme; private placement.

10. Share capital alteration : Alteration, increase of share capital; reduction

of paid-up capital; forfeiture and surrender.

11. Prospectus : Definition; abridged prospectus; statement in lieu of

prospectus; shelf prospectus; information memorandum; contents,

registration, misrepresentations and penalties therefore, internet

prospectus.

12. Initial Public Offer (IPO) procedure.

13. Debt capital : debentures, debenture stock, bonds; new developments

in corporate debt financing; sinking fund, debenture trus deed and

trustees conversion of and redemption of debentures; creation of

charges - fixed, floating charges and registration thereof.

14. Allotment and certificates : Applications to subscribe for shares,

debentures and other securities; allotment rules, letters of allotment

and renunciation; calls, forfeitures; share certificates/shares

warrants. Issue and re-issue of share certificates, control and security

for letters of allotment and * share certificates, market lots, splitting and

consolidation, dealing with fractional shares, etc.

15. Membership : Modes of acquiring membership including through

depository mode; restriction on membership; rights and privileges of

members limitations of share membership. Transfer and transmission

of securities in physical and depository modes.

Books recommended :

1. Companies Act, 1994

2. Company Law and Practice : Dr. Khawaja Amjad Syeed

3. Company Meetings, Law and Procedures : B.K. Sen Gupta

4. Handbook for Company Secretary : A.K.A. Muqtadir

5. All About Shares Management : A.K.A. Muqtadir

Subject Code CSP 302 COMPANY SECRETARIAL: PRACTICE - I

(ONE PAPER - 3 HOURS - 100 MARKS)

Level - III Intermediate

Level of knowledge : Working Knowledge

Objectives : To provide expert knowledge and understanding of procedural requirements on various matters relating to company law.

Course contents:

1. lncorporations and Conversions of Companies: Procedure for

incorporation of private/public limited companies, companies

limited by guarantee and unlimited companies and their conversions/

re-conversions; commencement of business; deed of settlement;

issue of certificates of incorporation and commencement of

business; specimen resolutions; commencement of business.

2. Alterations, Changes and Modifications : Procedure for

alterations in Memorandum and Articles of Association of a

company i.e. change of name, objects, situation of registered office,

share capital, articles of the company; specimen resolutions

thereof.

3. Allotment/Change in Share Capital and Transfer and

Transmission : Procedure for allotment, consolidation/subdivision

of shares, conversion of shares into stock-warrants, cancellation of

shares, transfer/transmission of shares, verification of shares,

issue of share certificates, forfeiture of shares; checklists and

specimen resolutions.

4. Central Depository System (CDS) : Concept of CDS, merits over current system, dematerialization, rematerialisation, Depository Participants under Depository Act, functional concepts and Regulation, etc. settlement under Depository System.

5. Appointments, Removal and Other Changes : Procedures for appointment, reappointment, removal and varying terms of appointment, fixation/revisions of remuneration of directors

Page 25: ICSB Hand Book

including managing and whole-time directors, managers, company secretary, compliance officer, secretary in whole-time practice, auditors, cost auditors, sole selling agents; specimen '' resolutions.

6. Membership in a Company : Procedure for induction of

members, expulsion of a member, variation of members' rights;

procedure for making application to the Court/Company Law Board;

specimen resolutions.

7. Meeting : Calling and conduction meetings of Board, its committees,

shareholders and others secretarial functions for various meetings

post-meeting formalities including writing of minutes; specimen

notices and resolutions.

8. Preparation of Annual Reports : Balance sheet, profit and loss

account/ income and expenditure statement, auditor's report,

directors' report, statement on corporate governance, directors'

responsibility statement, compliance certificate; chairman's

statement.

9. Creation/Modification/Satisfaction of Charges and Registration

thereof : Procedure for creation/modification satisfaction of charges

and registration thereof by the Registrar of Companies; specimen

resolutions.

10. Inter-corporate Loans, Investments, Guarantee and Security

: Procedure for making inter-company loans, investments, giving

of guarantees and providing of security; specimen resolutions.

11. Declaration and Payment of Dividend : Procedure for ascertainment, declaration and payment of dividend resolutions for interim and final; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund; specimen resolutions.

12. Maintenance of Statutory Books/Registers and Filling of

Returns : Maintaining and monitoring of statutory books/registers

prescribed under various provisions of the company law and filing of

various forms/ returns to Registrar of Companies; streamlined

procedure for registration of documents; procedure and penalties

for delayed filing, etc. electronic maintenance of registers and

returns filing.

13. Drafting of Company-Documents:

- Deed of settlement.

- Memorandum of Association, Articles of Association.

- Promoters agreement, allotment letter, contract of appointment of managerial personnel, share certificates, debentures/bond certificates, proxies, dividend/ interest/ redemption warrants, fixed deposit receipts.

- Underwriting agreement.

- Text of advertisements, statement in lieu of advertisement,

application form for deposits.

- Notices of meetings, directors' report, directors' responsibility

statement

Books recommended : 1. Companies Act, 1994

2. Securities and Exchange Rules 1987 (as amended)

3. Company Law and Practice : Dr. Khawaja Amjad Syeed

4. Company Law : B.K. Sen Gupta

5. Handbook for Company Secretary : A.K.A. Muqtadir

6. All About Shares Management : A.K.A. Muqtadir

Page 26: ICSB Hand Book

Subject Code : EILL 303 ECONOMIC, INDUSTRIAL

AND LABOUR LAWS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level - III Intermediate

Level of knowledge : Working Knowledge

Objectives : To provide and understanding of certain economic, labour

and industrial legislation which have direct relevance to the functioning of

the companies.

PART-A (50 Marks)

ECONOMIC LAWS

Course contents :

1. Industries development and regulation : Industrial policy -definition and clarification of industries, public and private Sector investment, foreign investment.

2. Board of Investment : Formation, Its role, functions and activities.

3. Foreign collaborations and joint ventures : Industrial Policy and

Foreign Direct Investment: kinds of collaboration and joint ventures,

incentives, negotiating foreign collaboration / joint venture; drafting

of agreement, restrictive clauses in the foreign collaboration /joint

venture agreements; Joint Ventures Abroad and Bangladesh.

4. World Trade Organization (WTO) : Basic Principles of WTO and

GATT; their functions and areas of operations, various agreements

under WTO.

5. Trade Organization Ordinance : Definitions, classification, licensing

and registration, membership, cancellation of registration, etc.

6. Anti-dumping Duties: WTO provisions on anti-dumping; antidumping

laws- anti-dumping duties regulatory framework, procedure and

developments therein.

7. Subsidies and Countervailing Duties: WTO provisions on

subsidies and countervailing duties, administration of

countervailing duties, procedure for countervailing duties and

merging trends.

8. Intellectual Property: Concept and objectives; various provisions of

Trade Related Aspects of Intellectual Property Rights agreement -

intellectual property system in Bangladesh; law and procedure

relating to patents, trade marks, copyright, designs, etc. international

conventions relating to intellectual property.

9. Pollution Control and Environmental Protection: Concept of

sustainable development, Government policy regarding

environment.

PART-B (50 Marks)

INDUSTRIAL AND LABOUR LAWS Course contents:

Bangladesh Labour code 2006 :

(Act No. 42 of 2006)

The Syllabus includes all the sections from 1 – 354 along with all the Schedules.

Books recommended :

1. The Bangladesh Labour Code 2006 : Md. Abdul Halim

Masum Saifur Rahman

2. Relevant Acts and Regulations

12. Essential Services Ordinance and essential service Act.

Page 27: ICSB Hand Book

Subject Code: BIFIL 304 BANKING INSURANCE & FINANCIAL

LAWS & PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

LEVEL - III Intermediate

Level of knowledge : Working Knowledge

Objectives To provide good understanding of the role and working of banking, insurance and lease management.

PART-A (40 Marks)

BANKING LAW & PRACTICE

Course Contents:

1. Introduction to banking : Historical perspective; emergence and importance of commercial banking; an overview of development in banking section in Bangladesh.

2. Relationship between banker and customer: Legal framework - corporate banking, loan documentation.

3. Law and procedure governing banking instruments: Cheque, bill of exchange, letter of credit, etc.

4. Management of assets : Liabilities in commercial bank.

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.

9. Law relating to Banking Regulations : bankers' book evidence;

recovery of debts due to banks and financial institutions.

10. Regulation and management of foreign exchange: Objectives and definitions under Foreign Exchange Regulations Act, dealings in foreign exchange, holding of foreign exchange etc., current account transactions, capital account transactions, export of goods and services, realization, and repatriation of foreign exchange, exemptions, authorized person and penalties. Foreign Private Investment (promotion and protection) Act - Definition, foreign private investment, protection and equitable treatment, sanction, indemnification, expropriation and nationalization, repatriation of investment.

11. Banking sector reforms in Bangladesh: An overview; cooperative banks; nationalized banks; private sector banks; international banking - foreign banks, recent developments in banking sector.

PART-B (40 Marks)

INSURANCE LAW & PRACTICE

Course Contents:

1. Introduction : Risk and uncertainty; classification of risk; sources of risk - external and internal. Insurance: meaning, nature and significance; essential requirements and principles of risk insurance; re-insurance; nationalisation of insurance business in Bangladesh; Insurance Regulatory Development Authority Act.

2. Life insurance : Law relating to Life Insurance; general principles of life insurance contract; proposals and policy; assignment and nomination; title and claims; concept of trusts in life policy; Jibon Bima Corporation - role and functions.

3. General Insurance : law relating to general insurance; different types of general insurance; general insurance and life insurance; nature of fire insurance; various type of fire policy; subrogation; double insurance; re-insurance; contribution; proximate cause; claims and recovery.

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4. Accident and motor insurance : nature, disclosure, terms and

conditions; claims and recovery; third party insurance;

compulsory motor vehicle insurance; accident insurance.

5. Marine insurance : law relating to marine insurance; scope and

nature; types of policy; insurable interest; disclosure and

representation; insured perils; proximity cause; voyage;

warranties, measurement of subrogation; contribution; under

insurance.

6. Risk management: nature, risk analysis, planning, control and

transfer of risk; administration of company's properties and provision

of adequate security arrangements.

7. Insurance surveyorship : appointment, legal provisions and

licensing, functions.

8. Company Secretary vis-a-vis insurance and risk management recent

developments in the insurance sector in Bangladesh.

PART-C (20 Marks)

FINANCIAL INSTITUTIONAL LAW & PRACTICE

Course Contents: Introduction : Financial Institutions; definition; licensing, reserve fund, dividends and balance sheet; regulation of business; holding of liquid assets; moratorium; reconstruction etc. or financial institution -offence of penalties cognizance of offence.

Books recommended :

1. Bank Companies Act, 1991

2. The Insurance Act, 1938

3. Laws relating to Financial & Leasing Companies

Subject Code: CLP 401 COMPANY LAW AND PRACTICE-II

(ONE PAPER - 3 HOURS -100 MARKS)

GROUP -1 Final

Level of knowledge : Expert

Objectives : To develop and understanding of the regulation by law of

registered companies

Course contents:

Corporate governance:

• Directors : Appointment/re-appointment, qualifications, disqualifications,

remuneration, vacation of office, retirement, resignation and removal;

loans to directors; powers and duties; office of profit; role of directors,

borrowing powers and disclosure of interests.

• Managing and whole-time directors and manager : Appointment, re-appointment, powers and duties.

• Company Secretary : Definition of Secretary; appointment, position,

qualifications, powers, duties and liabilities; role of company secretary

as statutory officer, as coordinator and as chief administrative officer as

public relation officer.

• Chief Governing Officer (CGO): Necessity, scope and

responsibilities, statement of CGO.

• Company Secretary in Practice : Definition of company secretary;

who can practice; areas of practice; certification by company secretary

in practice professional duties and code of conduct; provision of the

Chartered Secretaries Act, 2003 and the Chartered Secretaries

Regulations, 2003.

Meeting :

* Meeting of directors and committees: Frequency, convening and proceedings of Board/Committee meetings, minutes, e-meeting and e-conferences and evidence, Minutes Book, Tele-conferencing.

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Chairman of the Board : Appointment scope and duties of Chairman.

* General Meetings : Kinds of genera! meetings and resolutions; law, practice and procedure relating to convening and proceedings at general and other meetings; decorum at general meeting, recording and signing of minutes, postal ballot, book closure etc.

* Management of a Company : Division of powers between Board and

management; acts by directors in excess of authority; monitoring and

management.

* Managing Director : Appointment, re-appointment, renew of contract, appointment of Managing Director of banks and financial institutions.

* Investments and Loans : Law relating to making investments in and granting loans to other body corporate and giving guarantees and providing security.

* Accounts and Audit : Statutory books to be kept; form and content of balance sheet and profit and loss account; disclosure of accounts of holding and subsidiary companies; auditor's report. Appointment, resignation and removal of auditors; rights, duties and liabilities of auditors, powers of the Government to director special audit; cost audit, secretarial audit.

* Annual Report : Requirement of annual report under various rules and regulation, discloser of financial and non-financial data and information in the annual report, history data, pattern of shareholding, director's report, chairman's statement, corporate governance statement, secretary's compliance statement, notice requirement, limitations of publicity and advertisement in the annual report, etc.

* Divisible Profits : Ascertainment of divisible profits; declaration and

payment of dividend; transfer of unclaimed dividend to Investor Education

and Protection Fund. Books recommended : 1. The Companies Act, 1994;

2. Securities & Exchange Ordinance and Rules (as amended); 3. Company Law & Practice : Dr. Khawaja Amjad Sayeed

4. Company Law & Practice : K. Kishore 5. Company Meetings: Law & Practice : B.K. Sen 6. Handbook for Company Secretary : A.K.A. Muqtadir.

Subject Code: TLP 402 TAXATION LAW AND PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

GROUP -1 Final

Level of knowledge : Expert Objectives : To provide thorough knowledge on direct and indirect taxes including tax planning and management.

PART-A (50 Marks)

DIRECT TAX

1. General Framework of Direct Taxation in Bangladesh

Different direct tax laws and their inter-relationship in the scheme of

taxation in Bangladesh, importance of Income-tax Act and annual

Finance Acts.

2. Companies under Income-tax Laws

Classification and tax incidence; corporate tax; computation of taxable

income and assessment of tax liability considering special provisions

relating to companies.

3. Tax Planning

- Concept of tax planning.

- Tax planning with reference to setting up of a new business;

locational aspects; nature of business; planning for tax holiday

benefits, limitations on the tax planning exercise - flexible planning

premises; planning in the context of court rulings and legislative

amendments.

- Tax planning with regard to specific management decisions such as

make or buy; own, lease or hire, etc.

- Tax planning with reference to financial management decisions such

as capital structure of a company and tax incidence; tax as a

variable in computing cost of capital; tax considerations in dividend

policy and bonus shares issue.

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- 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.

4. Tax Management

Tax return and procedure for company assessment; special procedure for

assessment of search cases, liability in special cases; collection and

recovery of tax, refunds, appeals and revisions; penalties imposable,

offences and prosecution; other miscellaneous provisions.

RART-B (50 Marks)

INDIRECT TAX

1. Introduction

Special features of indirect tax levies - all pervasive nature, contribution

to Government revenues; instrument of planning, development and fiscal

performance; constitutional provisions authorizing the levy and collection

of duties of central excise, customs and central sales tax.

2. Central Excise Laws

Basis of chargeability of duties of central excise - goods, manufacture, classification and valuation of excisable goods - specific issues and case studies; assessment procedure (including Advance Rulings provisions), exemption, payment, recovery and refunds of duties.

Clearance of excisable goods; clearances and procedures under self

Removal Procedure, including an overview of accounts, records and

returns to be maintained/filed.

Small scale units and applicable laws for duty payment purposes. Set-off of duties - meaning, scheme of set off/input duty relief schemes; concepts under the Value Added Tax.

Central Excise Concessions on exports - provisions and procedures.

Search, seizure and Investigation provisions; offences and penalty

provisions.

Adjudication, Appellate and Revision provisions - law, procedures and practices including appearance before Customs Excise and Gold (Control) Appellate Tribunal by Company Secretary as an authorised representative.

Provision of law and procedure in respect of settlement of cases.

3. Customs Laws

Levy of and exemption from customs duties- specific issues and case

studies; assessment and payment of duties; recovery and refund of

customs duties.

Clearance of imported and exported goods - procedure, including

baggage and goods imported or exported by post and stores; provisions

relating to coastal goods and vessels carrying coastal goods.

Drawback of customs duties - law and procedure.

Transportation and warehousing - rules and regulations.

Confiscation of goods and conveyances and imposition of penalties;

search, seizure and arrest, offences and prosecution provisions.

Adjudication, Appellate and Revision provisions; Settlement of Cases -

provisions and procedures.

4. Tax Planning and Management

Scope for tax planning and management in central excise, customs and VAT with specific reference to important issues in the respective areas.

Books recommended :

1) Income Tax Ordinance 1984

2) Value Added Tax Act

3) Customs Act.

Page 31: ICSB Hand Book

Subject Code: CFI 403 CORPORATE FINANCE

AND INVESTMENT

(ONE PAPER - 3 HOURS -100 MARKS)

GROUP - I Final

Level of knowledge : Expert

Objectives:

(i) To provide conceptual clarity about the management tools and techniques used in financial planning, analysis, control and decision making. (ii) To provide knowledge of derivative, forex and treasury management

to enable the candidates to tackle practical situation with ease.

Course contents: 1. Nature and Scope of Corporate Finance : Nature, significance, objectives and scope of financial management; risk-return and value of the firm; financial distress and insolvency; financial sector reforms and their impact on financial management; functions of finance executive in an organisation; financial management - recent developments.

2. Capital Budgeting Decisions : Planning and control of capital expenditure; capital budgeting process; techniques of capital budgeting - discounted and non-discounted cash flow methods, choice of methods; capital rationing; risk evaluation and sensitivity analysis, simulation for risk evaluation; linear programming and capital budgeting decisions.

3. Capital Structure Decisions : Meaning and significance of capital structure; capital structure vis-a-vis financial structure; capital structure planning and designing; optimal capital structure; determinants of capital structure; capital structure and valuation - theoretical analysis; earnings before interest and taxes; earnings per share analysis; cost of capital; factors affecting cost of capital, measurement of cost of capital, weighted average cost of capital, marginal cost of capital; risk and leverage; measures of leverage, leverage effects on shareholders returns.

4. Sources of Company Finance : Equity, non-voting preference

shares; debentures and bonds; company deposits; term loans from

financial institutions and banks; international finance and syndication of

loans and external commercial borrowings; internal funds as a source of

finance; dividend policy and retention of profits; bonus shares; deferred

payment arrangements; corporate taxation and its impact on corporate

financing; financing cost escalation.

5. Dividend Policy : Introduction; types; determinants and constraints

of dividend policy; different dividend theories -Walter's Model, Gordon's

Model and Modigliani - Miller Hypothesis of dividend irrelevance; forms

of dividend; dividend policy - practical considerations and legal

constraints; corporate dividend practices in Bangladesh, statutory

framework.

6. Working Capital Management and Control : Working capital -

meaning, types, determinants; assessment of working capital

requirements - operating cycle concept and applications of quantitative

techniques; management of working capital - cash, receivables,

inventories; financing of working capital; banking norms and macro

aspects of working capital management.

7. Security Analysis and Portfolio Management : Security analysis

- fundamental approach, technical approach and efficient capital market

theory; portfolio management -meaning, objectives, portfolio theory -

traditional approach; modern approach - Capital Assets Pricing Model.

8. Financial Services : Meaning, significance and scope of financial

services; types of financial services - merchant banking, leasing and

hire purchase, venture capital, mutual funds, factoring and forfeiting,

securitisation of debt, loan syndication, custodial and corporate advisory

services, credit rating; present status of financial services industry in

Bangladesh.

9. Project Planning and Control : Project Planning and preparation of

project report; project appraisal under normal, inflationary and

deflationary conditions; project appraisal by financial, institutions - lending

policies and appraisal norms by financial institutions; Bangladesh

Shilpa Bank, Investment Corporation of Bangladesh,.etc;,loan

documentation and loan syndication, project review and control; social

cost and benefit analysis of project.

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10. Derivatives : Concept of derivatives; financial derivatives and commodity derivatives; types of derivatives - forward contracts, futures contracts, options; participants in futures and options market, stock index futures; derivative markets in Bangladesh.

11. Treasury Management : Meaning, objectives, significance,

functions and scope of treasury management; relationship between

treasury management and financial management; role and

responsibilities of chief finance executive; tools of treasury

management; internal treasury controls; environment for treasury

management, present status of treasury management in Bangladesh.

12. Forex Management : Nature, significance and scope of forex managemnet; forex manager; foreign exchange market; foreign exchange rates; determinants of foreign exchange rates; exchange rate quotes; types of exchange rates; forex trading; foreign exchange risk exposures and their management; exchange rate forecasting; present status of foreign exchange market in Bangladesh.

13. Case Studies relating to current topics on above.

Books recommended : 1. Principles of Managerial Finance : L.J. Gitman 2. Financial Management and Policy : J.C. Vanhorne 3. Contemporary Financial Management : R.C. Moyer, J.R. McGuigan & W.J. Kretlow

Subject Code: MCIS 404 MANAGEMENT CONTROL AND

INFORMATION SYSTEM

(ONE PAPER - 3 HOURS - 100 MARKS)

GROUP -I Final

Level of knowledge : Basic Knowledge

Objectives : To provide an awareness of basic concepts of information

systems and various quantitative techniques to the students.

PART-A (50 Marks)

MANAGEMENT CONTROL Course contents:

1. Corporate Planning and Management Control : Corporate planning

and corporate strategy; business philosophy of corporate planning; the

process of corporate planning; planning gap, strategies to fill up gap;

Company Secretary as corporate planner and corporate strategist;

management control and various control techniques; variables of

managerial performance, developing objective standards for measuring

variables; analysis of inputs in terms of engineering capacity and managed

cost; concept of responsibility accounting; reporting system for control of

performance of organizational unit, division, departments, cells, etc., control

of important functions and activities.

2. Internal control system and its evaluation : Nature of internal

control; internal control distinguished from internal check and internal audit

nature and scope of internal auditing; internal auditing distinguished from

financial audit, proprietary audit, compliance audit and efficiency audit

impact of Manufacturing and other Companies (Auditors Report) Order,

1988; techniques of internal control system, flow charts, internal control

questionnaires; steps for internal control and audit evaluation; audit testing -

need for sampling and various approaches to statistical sampling; inter firm

and intra firm comparisons - ratio and trend analysis; audit in depth.

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

PART-B (50 Marks)

INFORMATION SYSTEMS

Course contents:

1. Systems : Systems - definition, characteristics, types of systems, sub-

systems, super systems, and total systems; systems concepts in

business, systems approach to management problem solving.

2. Information and Information Systems : Information and data -

definition and distinctions, information as a corporate resource, features

and qualities of information; types of information; process of generating

information; value and cost of information; information needs at various

levels of management; factors influencing information needs; information

systems - definition and elements; information system activities; types of

information systems; information systems in business management; recent

trends in information systems.

3. Computer Hardware : Computers - an introduction, benefits and

drawbacks of computers; computer system concept; types, categories,

generation and trends in computers; components of a computer system;

primary and secondary storage; computer storage capacities; computer

peripherals - inputs, output and storage devices; number system (binary;

octal; hexadecimal and their operations) for computers; security of

computer hardware, hardware standards, acquisition and selection of

computers.

4. Computer Software : Computer software - an introduction, software

trends; systems software - operating systems, utilities, assembler,

complier, linker, loader; multi-programming, multiprocessing, time

sharing, batch processing, on-line and real time processing; application

software; computer virus and crimes.

5. Data Base : Data base concepts, data structure, data base

management system, data base files.

6. Programming: Programming concepts, stages of programming;

program development approach; algorithm, flow charting concepts; high

level languages; machine level languages.

Books recommended : 1. Introduction to Computer : Peter Norton 2. Management Information System : Jerome Kanter

3. Controllership - The Work of Managerial Accountant : Wilson and Campbell

4. Computer Data Processing : Gordon B. Davis

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Subject Code : CSP 501 COMPANY SECRETARIAL PRACTICE- II

(ONE PAPER - 3 HOURS -100 MARKS)

GROUP - II Final

Level of knowledge : Expert

Objectives: To develop an understanding of the company secretary's role in putting into practice statutory provisions and Stock Exchange Regulations, and observing established and best practice,

PART-A (50 Marks)

SECRETARIAL PRACTICE

Course contents:

1. Governance : An understanding of how limited companies are governed and the respective roles of the company secretary, directors, shareholders and other parties.

2. Company Secretary : Role of the company secretary; qualifications and duties as an officer of the company; powers; core and additional duties. Relationship with directors. Offences under the Companies Act.

3. Secretary as Chief Governing Officer (CGO): Need of CGO, duties and responsibilities.

4. Managing Director : Rules, appointment and removal, etc.

5. Directors : Role of directors, including the chairman and nonexecutive directors. Appointment, retirement, resignation and removal of directors. Alternate directors. Conflicts of interest. Disqualification of directors. Penalties. Offences under the Companies Act. Directors' share dealing. Company records and service agreements. Directors' Report.

6. Chairman of the Board : Appointment, removal, functions at meeting.

7. Executive Chairman: Roles and responsibility.

8. Auditors : Appointment and remuneration of auditor; resignation of

auditors; their rights and duties,

9. Meetings : Law, practice and procedure in respect of annual general

meetings, and extraordinary general meetings, class meetings, board of

directors' meetings, board committee meetings. Written resolutions.

10. Shareholders : Shareholders' rights and obligations, Corporate

Democracy in Bangladesh.

11. Best Practice : The continuing debate about best practice in company governance; codes of conduct (including Cadbury); statements of best practice (including Greenbury).

PART-B (50 Marks)

DRAFTING AND CONVEYANCING

Course contents:

1. General Principles of Drafting : Rules for drafting; use of appropriate words and expressions; aids to clarity and accuracy, legal implications and requirements.

2. General Principles of Conveyancing : Meaning; basic

requirements of deeds of transfers - description of deed, ; parties, recitals,

testatum, consideration, operative words, exceptions and reservations,

habendum, testimonum, signature and attestation, endorsement and

supplemental deeds.

3. Drafting of Order : Appointment orders, suspension orders, order of

dismissal and discharge, charge sheets, apprenticeship agreements.

4. Drafting of Contracts : Agreements to sell/purchase, dealership

contracts; building contracts; agency contracts; collaboration agreements;

arbitration agreements; guarantees -counter guarantees, fidelity,

performance guarantee, bank guarantee, hypothecation agreement.

5. Awards and Reports : Award of arbitrators(s); inquiry and investigation

reports; miscellaneous reports.

6. Deeds of Sale of Land, Building, etc. : contract of sale of goods

and merchandise; sale of immovable property; sale by liquidator of a

company in voluntary liquidation; sale by an Administrator under orders of

the Court; sale of business and assignment of goodwill.

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7. Deeds of Pledge : Memorandum of pledge of movables.

8. Licence and Lease Deeds : Sub-lease, lease by way of renewal, surrender of lease, deed altering covenants in lease, transfer of lease, deed of licence; leases of premises and plant and machinery.

9. Deeds for Hire-purchase of Machinery, Plant and Other Chattels.

10. Trust Deeds : General; debenture trust deeds; declaration and revocation of trust; trust deeds constituting provident fund, superannuation fund, pension fund, etc.

11. Deed of Exchange and Gift Deeds.

12. Deed of Assignment : Business debts, shares in a company, policies in insurance, patents, trade marks, copyrights, business and goodwill and other rights and interests.

13. Partnership Deeds : Deed of partnership for setting up a new business; introduction of new partners; dissolution of partnership firm; purchase of business by a partner.

14. Deeds of Power of Attorney : Revocable, irrevocable, general and particular letters of authority.

15. Drafting of Other Documents, Petitions and Applications:

-Drafting of applications and petitions to public financial institutions, appellate authorities under taxation and other corporate legislations.

--Appeals, writ petitions, special leave petition, revision and review

applications, affidavits. Books recommended :

1. Companies Act 1994 2. Company Secretarial Practice : Keith Waimley

3. Handbook for Company Secretary : A.K.A. Muqtadir 4. Handbook for Company Secretarial Practice : G.D. Lintot 5. Secretarial Practice : M.C. Kuchal

Subject Code: PAMP 502 PROFESSIONAL ADMINISTRATION

& MANAGEMENT PRACTICE

(ONE PAPER-3 HOURS-100 MARKS)

GROUP - II Final

Level of knowledge : Thorough Knowledge

Objectives : To develop knowledge and understanding of the processes and

techniques in professional administration and awareness of organizational

context and environment.

PART-A (50 Marks)

PROFESSIONAL ADMINISTRATION

Course contents:

1. Corporate Needs and Decision Making : The relationship between

strategic planning corporate targets, policy making and administration.

Integration and diversification. Short, medium and long term planning.

Objective setting. Resource planning. Decision trees. Cost benefit

analysis. Features of organizational dysfunction. Business forecasting

techniques. Market research. Techniques in creative thinking. SWOT

analysis. Network (critical path) analysis. Quality assurance systems.

2. Implementation: Husbanding corporate resources. Processes and

techniques in implementing management decisions. Management by

objectives. Organization and methods. Operational research.

3. Monitoring and Review : The role of monitoring and review in the policy

and planning cycle. Policy, systems and project reviews. Evaluating

organizational services and systems and their effect on strategy.

Page 36: ICSB Hand Book

PART-B (50 Marks)

MANAGEMENT PRACTICE

Course contents:

1. Self Development : Self awareness and self appraisal. The manager as a learner. Opportunities for management development and their effectiveness. Management styles and their impact. Managing stress. Time management.

2. Corporate Management

* The characteristic of functional management and corporate

governance.

* The organization in its strategic contest: mission, vision, values; social

responsibility and business ethics.

* Significance of organizational culture: the specification of cultural types

and culture direction; the effective and ineffective management of

culture change in organizations.

* The identification of corporate priorities: ownership and accountability;

responsibility and authority structures; the impact of the stakeholder

model.

* Evaluating organizational performance: internal and external

measures; profitability and growth; customer perceptions and

customer retention; quality and other relevant indices.

* The contribution of internal and external consultants, and professional

advisers.

Books recommended :

1. Strategic Management : Hill Jones

2. Crafting and Executing Strategy : Thompson /Strickland/Gamble

Subject Code: SLCM 503 SECURITIES LAWS

AND CAPITAL MARKET

(ONE PAPER - 3 HOURS - 100 MARKS)

GROUP - II Final

Level of knowledge : Thorough Knowledge

Objectives : To provide conceptual understanding and in-depth

knowledge of securities laws and the regulatory framework covering

capital markets in Bangladesh.

Course contents:

1. An Overview of Financial System : Constituents of financial system; significance, development and growth of financial and capital markets in Bangladesh; financial reforms and present scenario, regulatory frameworks governing financial and capital markets in Bangladesh.

2. Capital Market: An introduction, meaning and significance of capital

market; capital market; vis-a-vis money market; market players

investors and issuers; securities laws; an overview of international

capital market.

3. Securities and Exchange Commission : Its role, functions and powers.

4. Capital Market Instruments : Capital market instruments equity,

debentures, preference shares, sweat equity shares, non-voting

shares; new instruments of capital market - pure, hybrid and

derivatives; money market instruments treasury bills, commercial

bills; certificate of deposits; new money market.

5. Primary Market : Meaning, significance and scope;

development in primary market; various agencies and

institutions involved in primary market; role of intermediaries -

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merchant bankers, registrars, underwriters, bankers to issue,

portfolio managers, debenture-trustees, etc. - related rules,

regulations and code of conduct framed by Securities and Exchange

Commission of Bangladesh.

6. Issue of Capital: Rules relating to Capital raising - public offer,

including prospectus requirement and book building procedure for

issue of various types of shares, debentures and other securities.

7. Secondary Market : Meaning, significance, functions and scope of

secondary market; secondary market intermediaries -stock brokers,

sub-brokers, advisors, related rules, regulations and code of

conducts framed by Securities and Exchange Commission of

Bangladesh; Index and Market Capitalization; Investment Decisions.

8. Secondary Market Institutions: Stock exchanges, functions and

significance of stock exchanges, regulatory framework and control;

operations of stock exchanges; classification and listing of

securities; market makers; futures and options.

9. Credit Rating and Evaluation of Risk : Concept, scope and

significance; benefit to investors; regulatory framework; credit rating

agencies in Bangladesh, their process; rating methodologies for

various instruments; evaluation of risk.

10. Mutual Funds: Introduction, rules for mutual funds, definitions,

types, risks involved, performance evaluation.

11. Non-banking Finance Companies: Formation and regulation of

Non-banking Financial Companies.

12. Depository : An analysis of the Depository Act, regulations,

constitution, role and functions of depository, depository

participants, issuers and record keeping.

13. Instruments Issued outside Bangladesh: Foreign Currency

Convertible Debentures, Global Depository Receipts, American

Depository Receipts External Commercial Borrowings, etc. -their

characteristics, advantages and disadvantages, procedure for issue

of various instruments and their cost.

14. Regulations of Money Market: Growth of money market in

Bangladesh, its structure and institutional development; new money

market instruments and framework of markets - call ' money market,

short term deposit market, treasury bill market, gilt edged securities

market, regulatory authorities and regulations / guidelines governing

money market.

15. Investor Protection: Meaning and significance of investor protection,

regulatory measures to promote investors' confidence.

16. Contemporary Issues and Developments in Capital Market.

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.

Page 38: ICSB Hand Book

Subject Code: SMA 504 SECRETARIAL AND

MANAGEMENT AUDIT

(ONE PAPER - 3 HOURS -100 MARKS)

GROUP - II Final

Level of knowledge : Thorough Knowledge

Objectives : To develop skills of high order so as to provide thorough knowledge and insight into the role of company secretaries in rendering effective corporate advisory services and conducting secretarial/securities audit, management audit and systems audit.

PART-A (50 Marks)

SECRETARIAL AUDIT

Course contents:

1. Company Secretary in Practice : Company secretary in practice, various recognitions and areas of practice; advisory services rendered; concept of self regulatory administration by exception; challenges before the profession; professional standards and code of conduct.

2. Areas of Practice: Existing areas of practice for company secretaries;

exploring new horizons and carving fresh niches.

3. Setting up of Professional Practice

4. Secretarial Audit and Auditors : Need, objectives and scope of secretarial audit, secretarial audit process, periodicity and format for secretarial audit report, appointment, duties and powers of secretarial auditor; check-list/work sheet for secretarial audit under various corporate laws and covenants of loan agreements entered into with financial institutions.

5. Certification, Due Diligence and Signing : Meaning and scope of

certification; due diligence and signing of various documents under

corporate and securities laws including signing of declaration with

respect to incorporation of company and commencement of business;

signing of annual returns; certification under buy-back of securities

rules; certifications on the occasion of transfer of deeds.

6. Search/Status Report: Preparation of search and status reports from

Registrar of Companies records for banks and financial institutions; scope

and importance; verification of documents relating to charges;

requirements of various financial institutions and other corporate lenders.

7. Securities Audit: Meaning, need and scope; ensuring proper

compliance of provisions relating to issue and transfer of securities;

providing mechanism for self-regulation by companies and installing

professional discipline; relieving the company and its directors from the

consequences of unintended non-compliance by timely corrective

action; preventing fraudulent and unfair trade practices including Securities

and Exchange Commission regulations framed thereon; protecting the

interest of investors.

8. Due Diligence of Pre-capital Issue Work : Appraisal of

documents relating to issues of capital viz., prospectus, letter of offer and

other documents to be filed with Securities and Exchange Commission,

Registrar Of Joint Stock Companies, Stock Exchanges and other

authorities; ensuring compliance of listing formalities and other

requirements.

9. Due Diligence of Post-capital Issue Work: Approval of post capital

issue compliances including dispatch of refund orders/certificates etc. to

investors; filing compliance certificates with Securities and Exchange

Commission and other authorities; ensuring compliance of listing guidelines.

10. Share Transfer Audit: Need and scope, appraisal of share transfer

work, maintenance of Registers of members and debenture holders,

processing dividend/interest warrants, certification of securities transfer in

compliance with listing agreement with stock exchange.

11. Internal Audit of Depository Participants : Logistics of

depository system; role of depository participants; agreements to which

depository participant is a party; scrutiny and records maintained by

participants; audit of branches of depository; check-list for carrying out

internal audit.

12. Compliance Certificate: Concept and need, appraisal of secretarial

compliances, specimen compliance certificate.

Page 39: ICSB Hand Book

PART-B (50 Marks)

MANAGEMENT AND SYSTEMS AUDIT

Course contents:

1. Management Audit: Meaning, nature and scope; principles and

fundamentals of management audit; appraisal of management methods

and performance; organizational needs for management audit.

2. Operational Audit: Meaning, nature, purpose and scope; business

control and operational auditor; relation with internal audit, management

audit and financial audit; procedural steps in operational audit.

3. Internal Audit: Forms of audit - propriety audit, compliance audit and

efficiency audit; internal audit and statutory audit; nature, scope and

techniques of internal audit; functions and responsibilities of internal

auditors; organizational status of internal auditing function.

4. Internal Control: Nature, scope and elements; internal control

distinguished from internal check and internal audit; techniques of internal

control system, flow charts, internal control questionnaires; steps for

internal control and audit evaluation; audit testing - need for sampling and

various approaches to statistical sampling, inter-firm and intra-firm

comparisons - ratio and trend analysis; audit in depth.

5. Review of Internal Control: Review of purchasing operations; review of

efficacy of management information system; review of selling and

distribution policies and programmers; review of manufacturing operations;

review of personnel policies; appraisal of management decisions.

6. Cost Audit : Nature, objectives and scope; cost audit distinguished

from financial audit and management audit; cost audit as an aid to

management shareholders, and other external agencies and public; cost

record rules Cost Audit (Report) Rules; cost audit report.

7. Systems Audit : Nature, significance and scope of systems audit; steps

involved in conducting systems audit; systems audit and management

functions systems; audit of computerized secretarial functions; norms and

procedure for computerization; computers control and security; testing of

computer systems - documentation standards, policies and procedures;

audit approach.

Books recommended:

1. The Chartered Secretaries Act. 2010

2. ICS Publications

3. Principles of Auditing : Dr. Khawaja Amjad Sayeed

4. Contemporary Auditing : Kamal Gupta

5. Cost Audit Rules : ICMAB Publications