CS (Company Secretary) Company Secretarial Practice and Drafting Syllabus

Company Secretarial Practice and Drafting syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Company Secretarial Practice and Drafting in CS (Company Secretary), not a summary of it.

1. 1

   Secretarial Audit, Compliance and Due Diligence

   4 topics

   • Secretarial Audit
     • Applicability and Form MR-3
     • Audit process and reporting
   • Compliance Management
     • Compliance management systems
     • Annual Secretarial Compliance Report
   • Due Diligence
     • Types of due diligence
     • Search and status reports
   • Internal Audit and Controls
     • Internal control over reporting
     • Risk-based compliance
2. 2

   Drafting, Pleadings and Appearances

   4 topics

   • General Principles of Drafting
     • Drafting fundamentals and conventions
     • Deeds and their components
   • Drafting of Agreements
     • Commercial and corporate agreements
     • Power of attorney and indemnity bonds
   • Pleadings
     • Civil and criminal pleadings
     • Writ petitions and affidavits
   • Appearances and Representation
     • Appearance before tribunals and authorities
     • Drafting of petitions and applications
3. 3

   Board Processes and Meeting Management

   3 topics

   • Secretarial Standards
     • SS-1 on Board Meetings
     • SS-2 on General Meetings
     • SS-3 and SS-4 overview
   • Conduct of Meetings
     • Pre-meeting, during-meeting and post-meeting roles
     • Notice, agenda and minutes drafting
   • E-Governance and Filings
     • MCA21 and e-filing
     • XBRL and digital compliance
4. 4

   Resolutions and Corporate Communication

   3 topics

   • Resolutions
     • Ordinary and special resolutions drafting
     • Board resolutions and circular resolutions
   • Reports and Disclosures
     • Board's Report and annexures
     • Directors' Responsibility Statement
   • Stakeholder Communication
     • Investor and regulator communication
     • Press releases and disclosures

Company Secretarial Practice and Drafting flashcards for CS (Company Secretary)

20 of 60 cards from the Company Secretarial Practice and Drafting deck — real questions with worked answers.

1. What is Secretarial Audit?

   An independent compliance audit of a company's adherence to applicable laws, rules, regulations and procedures, conducted by a Practising Company Secretary, culminating in a report in Form MR-3.

2. Under the Companies Act 2013, which companies are mandatorily required to undertake Secretarial Audit?

   Every listed company, every public company with paid-up share capital of Rs.50 crore or more, and every public company with turnover of Rs.250 crore or more (also companies with outstanding loans/borrowings of Rs.100 crore or more from banks/PFIs).

3. In which form is the Secretarial Audit Report issued, and where is it annexed?

   Form MR-3, annexed to the Board's Report under Section 204 of the Companies Act, 2013.

4. Who is authorised to conduct a Secretarial Audit?

   Only a Company Secretary in Practice (PCS) holding a valid certificate of practice from the ICSI.

5. What is the penalty under Section 204(4) for default in complying with Secretarial Audit provisions?

   The company, every officer in default, or the company secretary in practice who is in default is liable to a penalty of Rs.2,00,000.

6. What is the objective of a Secretarial Audit?

   To check compliance with applicable laws and processes, detect non-compliances and enable corrective action, build confidence among regulators and stakeholders, and act as an effective governance and risk-mitigation tool.

7. Define Compliance Management.

   A structured, ongoing process of identifying applicable laws and obligations, implementing systems to meet them, monitoring adherence, and reporting/correcting deviations to ensure the organisation operates within the legal and regulatory framework.

8. What are the key elements of an effective Compliance Management System?

   Identification of applicable laws, allocation of responsibility, establishment of processes and controls, monitoring and review, reporting and escalation, training/awareness, and continuous updation for legal changes.

9. What is a Compliance Calendar?

   A scheduled list of all periodic statutory and regulatory compliance obligations with their due dates, used to track and ensure timely filing and reporting.

10. Distinguish between 'compliance' and 'governance'.

    Compliance is adherence to laws, rules and regulations (the minimum legal requirement); governance is the broader system of direction, control, ethics and accountability through which a company is managed, of which compliance is one component.

11. Define Due Diligence.

    A systematic process of investigation, verification and appraisal of a business, its assets, liabilities, legal status and risks before entering into a transaction such as a merger, acquisition, investment or listing.

12. What are the main types of Due Diligence?

    Legal, financial, tax, secretarial/compliance, commercial/business, technical, environmental, human resources, and information technology due diligence.

13. What is Secretarial Due Diligence?

    Verification of a company's compliance with corporate laws including the maintenance of statutory registers, records, filings, board/general meeting procedures and regulatory approvals.

14. What is the purpose of due diligence in a merger or acquisition?

    To identify risks and liabilities, verify representations of the target, determine fair valuation, ensure regulatory compliance, and provide a basis for negotiation, indemnities and deal structuring.

15. What is a 'data room' in the context of due diligence?

    A secure physical or virtual repository where the target company's documents are made available to the acquirer's advisors for review during the due diligence process.

16. Define Internal Audit.

    An independent, objective assurance and consulting activity designed to add value and improve an organisation's operations by evaluating and improving the effectiveness of risk management, control and governance processes.

17. Under Section 138 of the Companies Act 2013, which companies must appoint an internal auditor?

    Every listed company; every unlisted public company with paid-up capital of Rs.50 crore or turnover of Rs.200 crore or outstanding loans/borrowings of Rs.100 crore or deposits of Rs.25 crore; and every private company with turnover of Rs.200 crore or outstanding loans/borrowings of Rs.100 crore.

18. Who can be appointed as an internal auditor under the Companies Act 2013?

    A Chartered Accountant, a Cost Accountant, or any other professional (including a Company Secretary) as decided by the Board; the internal auditor may or may not be an employee of the company.

19. Distinguish between Internal Audit and Statutory (External) Audit.

    Internal audit is an ongoing internal control/management tool appointed by the Board, with scope set internally; statutory audit is a mandatory annual examination of financial statements by an independent statutory auditor appointed by shareholders, reporting a true-and-fair view to members.

20. What is Internal Control?

    The process designed and effected by management to provide reasonable assurance regarding the achievement of operational efficiency, reliability of financial reporting, safeguarding of assets, and compliance with laws.

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