How To Prepare CS Professional Secretarial Audit, Compliance Management and Due Diligence for June 2019 Exam
How To Prepare CS Professional Secretarial Audit (SACMDD): Subject Overview:
For easier reference, we’ll call this subject ‘DD’. DD is comparatively easier subject in Group 1. It does not require much of the practical analysis and application. It is pure theory and has only 12 chapters. These chapters are divided into 2 parts as follows:
PART A – Secretarial Audit (25 marks)
PART B – Due Diligence and Compliance Management (75 marks)
This subject contains bit of company law as well as corporate restructuring. Hence you will surely get to listen from people that if you are well prepared with the other 2 subjects, DD becomes easy. But be careful, this shouldn’t be taken for granted. Because, a major part of DD also comprises concepts and topics relating to Securities market like IPO FPO and its various instruments like ADR, GDR, FCCB etc.
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How To Prepare CS Professional Secretarial Audit (SACMDD): Objective of this paper in CS Professional:
Talking about PART A, Secretarial audit is one of the main bread earning activities for a Company Secretary. This concept is going to help you a lot in the long term and hence understanding it conceptually is important. It consists of various checklists that a CS should prepare while conducting secretarial audit and these checklists should be well known by the students.
Now about PART B, due diligence is something that is required in every company, organisation and hence it becomes important for a CS to be well aware of how due diligence is to be exercised in various fields. Whereas, compliance management deals with how well a company plans and executes various compliances applicable to it. A CS is also the compliance officer of the company and hence he should be well versed with this concept.
The Institute wants you to be well prepared with these concepts before you enter the corporate world.
How To Prepare CS Professional Secretarial Audit (SACMDD) : What is expected from the student by ICSI?
The students are expected to conceptually understand this subject. They should be able to know the different steps to be taken for carrying out secretarial audit, issuing of securities etc. However, Institute never wants them to write down word to word. Writing in own language is also accepted but it should make the examiner understand the topic. Running around the bush won’t help. Remembering of important is sections is appreciated.
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How To Prepare CS Professional Secretarial Audit : Study Plan and Exam Planning Strategy
Since DD is considered comparatively easy subject, students tend to take it lightly. However, this subject is equally important and can help you fetch good marks. Selective studying is the worst thing a student can do. And since students take this subject lightly, Institute has tried to make this subject trickier with each attempt. So, instead of taking it lightly, prepare it the in the best way. Now, since PART A comprises of only 2 chapters and consists of majorly topics that you have learnt in company law, PART A should be taken first and completed within a week.
It may be completed even in shorter time and prepare it as if you are not going to see it till your exams otherwise it would be a waste of time. This way you have reserved 25 marks and now you need to study only for 75 marks. In PART B, some chapters relating to corporate restructuring should be take up first because these won’t take much time to prepare. After that you can pick up small chapters like Due diligence for banks, legal due diligence etc.
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This way you complete major parts of PART B. Lastly, take up the chapters relating to securities market because these will consume more of your time because you are seeing them after a gap on 1 year. None of the chapters should be left out. One must also scan through the previous year’s question papers and their suggested answers to understand what the institute is expecting from you.
In case you find learning some topics is becoming difficult then you can write them down on a separate sheet of paper and revise them again and again. This will help you to stay in touch with the subject.
Also, after completing one chapter you can even try solving chapter specific questions and then cross check your answer with the suggested answers of the Institute.
A subject does not become easy because people say so, it becomes easy after thorough revision. Hence, keep revising and since this subject is not that lengthy, finish it first.
How To Prepare CS Professional Secretarial Audit (SACMDD):Â Language and Presentation:
Answering in paragraphs is recommended as it makes it easy for the examiner to check. Proper care should be taken of how the student presents his answers. Generalized and vague answers should be avoided as it reflects your low preparation of the subject. This problem can be overcome by writing practice and self examination. You may also get your answers checked by your teacher or from whom you buy lectures or notes.
A good presentation creates an impression on the examiner and sometimes they may give you some marks based on that too. So you need to develop the art to write fast but neatly.
One should not skip questions in between. This causes confusion for the examiner. If you have started with Question1 then complete all of its sub questions and then move to another question.
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Chapter-specific guidance:Â Â
How To Prepare CS Professional Secretarial Audit (SACMDD): PART A
Lesson 1 – Secretarial Audit and Secretarial Standards – Overview
After reading this lesson, the students will be able to understand the need, objectives, scope, benefits of secretarial audit, professional responsibilities and penalties.
Lesson 2 – Checklist – Secretarial Audit
The objective of this lesson is to familiarize the students with the various aspects of legal compliance requirements stipulated under the Secretarial Audit, covering the provisions of Companies Act, 2013, FEMA Act etc. This lesson attempts to give general ideas about compliances under different legislations.
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How To Prepare CS Professional Secretarial Audit (SACMDD):Â PARTÂ B
Lesson 3 – Due Diligence – Overview
After reading this lesson, you will be able to understand the concept of due diligence, types of business transactions requiring due diligence, types of information analyzed during due diligence process, concept of data room etc.
Lesson 4 – Issue of Securities
After reading this lesson, you will be able to understand the broader compliances with respect to various types of issues including IPO/FPO, rights issue, bonus issue, ESOPs etc.
Lesson 5 – Depository Receipts Due Diligence
After reading this lesson, you should be able to understand the concepts, regulatory framework and procedural aspects as to the issue of Global and Indian Depository Receipts.
Lesson 6 – Due Diligence – Merger and Amalgamation
After reading this lesson, students will be able understand the provisions relating to merger and amalgamation and various procedural aspects.
Lesson 7 – Competition Law Due Diligence
After reading this chapter you will be able to understand the broad aspects of due diligence relating to competition law including anti-competitive agreement, abuse of dominance , regulation of combinations and the relevant checklists, importance of competition compliance programme etc.
Lesson 8 – Legal Due Diligence
This lesson will familiarize the students with the concept, process, scope of legal due diligence, possible hurdles and remedial actions relating to legal due diligence etc.
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Lesson 9 – Due Diligence for Banks
After reading this lesson you will be able to understand the scope, process of due diligence for banks including compliance checklist.
Lesson 10 – Environmental Due Diligence
After reading this lesson, you will be able to understand the impact of environmental failures on business, importance of due diligence on environmental obligations of business, various compliances of environmental laws, environment impact assessment etc.
Lesson 11 – Search/Status Report
After reading this lesson, students will be able to understand the meaning, nature of search report, process involved in online inspection of documents while preparing search reports, provisions of Companies Act relating to creation, modification or satisfaction of charges.
Lesson 12 – Compliance Management
After reading this lesson, you will be able to understand the importance, need of compliance management, process involved and systems approach to compliance management. Further the lesson also deals with apparent, adequate and absolute compliances.
How To Prepare CS Professional Secretarial Audit (SACMDD): How to Plan for examination:
If you have a plan, it becomes easier to achieve your goal. One should plan their studies properly otherwise there will be chaos and the result would surely not be in your favour. Planning may vary from person to person but you should keep in mind that you keep ample time for revision of the subjects too.
Plan early because executing it may take a month or so. You will have to adapt yourself with the plan. If you haven’t achieved according to the plan then you are losing focus and you need to buck up.
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How To Prepare CS Professional Secretarial Audit (SACMDD): Important Tips:
- Before the final exam, one should at least solve one test paper so as to know how much prepared are you and whether you are able to finish within the time limit of 3 hours.
- Revision is a must. Keep revising the subject at proper intervals.
- Don’t let your doubts build up. Get your doubts cleared as soon as possible.
- Writing practice is a must.
- If you start studying earlier, then you may make your own notes too.
- And one more thing, never ever give up. It is going to take lots of pain to study so much, but when this pain becomes a gain in the future, the happiness of that gain is beyond this universe.
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