CS Professional Secretarial Audit Video Lectures : Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, maintenance of books, records etc., by an independent professional. These Video Lectures are based on those sections of the Companies Act, 2013 and the rules made there under which have been notified by the Government of India and came into force w.e.f. April 01, 2014 (including Amendments/clarifications/circulars issued there under upto 30th June, 2018).

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CS Professional Secretarial Audit Video Lectures

We have provided the chapter wise index for this subject below

CS Professional Secretarial Audit Video Lectures : Chapter 1 : SECRETARIAL AUDIT AND SECRETARIAL STANDARDS – AN OVERVIEW

Topics Covered in this Chapter
Learning objectives, Introduction, The objectives of Secretarial Audit, Scope of Secretarial Audit, Need for Secretarial Audit, Secretarial Audit & Company Secretary in Practice (PCS), Benefits and beneficiaries of Secretarial Audit, Secretarial Standards, Scope of Secretarial Standards, Procedure for issuing Secretarial Standards, Need for Secretarial Standards, Compliance of Secretarial Standards for good governance, Secretarial Standards and the Companies Act, 2013, Secretarial Audit Report, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 2 : CHECKLIST- SECRETARIAL AUDIT

Topics Covered in this Chapter
Learning Objectives, Introduction, Checklist under the Companies Act, 2013, General Compliance Requirements, Memorandum and/or Articles of Association, Disclosures, Issue of shares and other securities, Preferential issue u/s 62, Employee Stock Option under Companies Act, 2013 and Rules made thereunder, Debentures, Issue and redemption of preference shares, Transfer and transmission of shares and other securities and related matters, Deposits, Charges, Minutes Book of Meetings of Directors, Dividend, Corporate Social Responsibility (CSR),
Directors and Key Managerial Personnel (“KMP”), Loans to Directors etc. and Related Party Transactions (section 185 & 188), Loans, investments, guarantees and securities (Section 186), Registers, filing of Forms, return and documents, Registration of resolutions and agreements, Checklist- FEMA Regulations, Foreign Direct Investment, Checklist on Foreign Direct Investment under Automatic Route, Foreign Direct Investment under Approval Route, Direct Investment by Residents in joint Venture/ Wholly owned subsidiary abroad, Direct Investment outside India – Automatic Route, External Commercial Borrowings, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 3 : DUE DILIGENCE — AN OVERVIEW

Topics Covered in this Chapter
Learning Objectives, Introduction, Why Due Diligence?, Objectives of Due Diligence, Scope of Due Diligence, Types of Due Diligence, Factors to Be Kept in Mind While Conducting Due Diligence, Documents to be Checked in Due Diligence Process, The Concept of Data Room in Due Diligence, Data Room – Virtual or Physical, Major Advantages of Virtual Data Room, Some Disadvantages of Virtual Data Room, Virtual and Physical Data Room – A comparison, Data room administration and data security, Due Diligence vs Audit, Non Disclosure Agreement, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 4 : ISSUE OF SECURITIES

Topics Covered in this Chapter
Learning Objectives, Introduction and Regulatory Framework, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 [(SEBI(ICDR) Regulations], II. Due Diligence – Initial Public Offer (IPO)/Further Public Offer (FPO), A check list on Major IPO Compliances under SEBI (ICDR) Regulations 2009,
Role of Company Secretary in an IPO, III. Market making compulsory for listed SMEs, Model listing agreement for SMEs, Debt Securities, Regulatory Framework for Debt Securities, A. Compliance Check List under SEBI (ICDR) Regulations 2009, B. SEBI (Issue and Lis ing of Debt Securities) Regulations, 2008 (Compliances with respect to Non-Convertible Debt Instruments), C. SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations 2008 … 150 Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 5 : DEPOSITORY RECEIPTS DUE DILIGENCE

Topics Covered in this Chapter
Learning Objectives, Global Depository Receipts, I. Introduction, II. Types of Depository Receipts, III. Broad Regulatory Framework within and outside India on Issue of Depository Receipts, IV. Parties, Approvals, Documentation and Process Involved in the Issue of GDRs, Checklist under Companies (Issue of Global Depository Receipts) Rules, 2014, Indian Depository Receipts, Rule 13 of Companies (Registration of Foreign Companies) Rules, 2014, Rights Issue of Indian Depository Receipts-Salient Features, Penal Provisions Relating to IDRs under Various Legislations, Annexures, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 6 : DUE DILIGENCE –MERGERS AND AMALGAMATIONS

Topics Covered in this Chapter
Learning Objectives, Introduction, Due Diligence Process in the M&A Strategy, Activity Schedule for Planning a Merger, Preparation of Scheme of Amalgamation, Impact of Due Diligence on Valuation, Data Room Management in Strategic Decisions, HR and Cultural Due Diligence in Business Transactions, Cultural Due Diligence, Scope of Cultural Due Diligence, Corporate Governance Due Diligence, Factors Influencing Quality of Corporate Governance,
Takeover Due Diligence, Public Announcement (PA), Contents of Public announcement (Regulation 15), Filing Draft Letter of Offer, Offer Price, Payment of Consideration (Regulation 21), Directors of the Target Company (Regulation 24), Obligation of target company, Obligation of the acquirer, Obligation of the manager to the open offer (Regulation 27), Consequences of Violation of obligations SEBI (SAST) Regulations, 2011, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 7 : COMPETITION LAW DUE DILIGENCE

Topics Covered in this Chapter
Learning Objectives, Introduction, Need for compliance of Competition Law, Why Comply?, Competition Act, 2002 – A Bird’s Eye View, Anti-competitive agreements (Section 3), Anti Competitive Agreements are void [Section 3(2)], Horizontal Agreements [Section 3(3)], Vertical Agreements [Section 3(4)], Abuse of Dominance (Section 4),
Regulation of Combinations. (Section 5), Due Diligence of Competition Law Aspects, Due Diligence Checklist for Compliance with Competition Act, 2002, I Checklist for Anti Competitive Agreements, II Checklist for Abuse of Dominant Position, III Checklist for Regulation of Combinations, Combination Notice, Procedure for Investigation of Combinations, Need for Competition Compliance Programme, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 8 : LEGAL DUE DILIGENCE

Topics Covered in this Chapter
Learning Objectives, I. Introduction, II. Objectives of Legal Due Diligence, III. Scope of Legal Due Diligence, IV. Need of Legal Due Diligence, V. Legal Due Diligence Process, VI. General Documents/Aspects to Be Covered, VII. Possible Hurdles in Carrying out a Legal Due Diligence and Remedial Actions, VIII. Role of Company Secretaries in Legal Due Diligence, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 9 : DUE DILIGENCE FOR BANKS

Topics Covered in this Chapter
Learning Objectives, Introduction, Background, Need for Diligence Report, Scope of Diligence Report, Format of Diligence Report, Guidance on Diligence Reporting, Period of Reporting, Secretary in Whole-Time Practice, Right to access Records and Methodology for Diligence Reporting, Reporting with Qualification, Professional Responsibility and Penalty for False Diligence Report, Other compliances, Specimen sanction letter, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 10 : ENVIRONMENTAL DUE DILIGENCE

Topics Covered in this Chapter
Learning Objectives, Introduction, Why Environmental Due diligence?, Process involved in Environmental Due diligence, Regulatory Framework relating to environment, Checklist on Major Compliances, The Environment (Protection) Act, 1986 (Read With The Environment (Protection Rules, 1986), The Water (Prevention & Control of Pollution) Act, 1974 [Read With Water (Prevention & Control Of Pollution) Rules, 1975], The Air (Prevention & Control of Pollution) Act, 1981 [Read With The Air (Prevention & Control Of Pollution) Rules, 1982], Environmental Guidelines for Industries by Ministry of Environment, Environmental Impact Assessment (EIA), ISO standards for Environment, Environmental Management Plan (EMP) for commissioning of projects, Preparing a Risk Analysis Matrix, Environmental Management as a Tool- For Value Creation, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 11 : SEARCH/STATUS REPORTS

Topics Covered in this Chapter
Learning Objectives, Introduction, Scope and Importance, Search/Status Report, Legal Provisions, Requirements of Various Financial Institutions and other Corporate Lenders, Certification by Company Secretaries in Practice, Necessary Powers of a company its Directors to Enter into an agreement, Borrowing Limits and Compliance of section 180 (1) (c), Compliance for borrowing money, Lesson Round Up, Self Test Questions

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CS Professional Secretarial Audit Video Lectures : Chapter 12 : COMPLAINCE MANAGEMENT

Topics Covered in this Chapter
Learning Objectives, Introduction, Need for Compliance, Risk of Non-Compliance, Significance of Corporate Compliance Management, Scope of Corporate Compliance Management, Establishment of Compliance Management Framework, Role of Information Technology in Compliance Management Systems Through Web Based Compliance Systems, The Systems Approach to Compliance Management, Compliance Solutions, Apparent, Adequate and Absolute Compliances, Secretarial Audit and Compliance Management System, Role of Company Secretaries in Compliance Management, Lesson Round Up, Self Test Questions, TEST PAPER