COMPLIANCE MANAGEMENT AND DUE DILIGENCE

(iv)
PROFESSIONAL PROGRAMME
SYLLABUS
FOR
MODULE 1 - PAPER 1: SECRETARIAL AUDIT, COMPLIANCE MANAGEMENT
AND DUE DILIGENCE (100 MARKS)
Level of Knowledge: Expert Knowledge
Objective:
(i) To acquire thorough understanding of Secretarial Audit and Corporate Compliance Management.
(ii) To acquire understanding of the due diligence of various business transactions.
Detailed Contents:
1. Secretarial Standards
• Concept, Scope and Advantages
• Secretarial Standards issued by the ICSI
PART A: Secretarial Audit (25 Marks)
• Compliance of Secretarial Standards for Good Governance
• Relevance of Guidance Note(s)
2. Secretarial Audit
• Need, Objective and Scope
• Periodicity and Format for Secretarial Audit Report
• Benefits of Secretarial Audit
• Professional Responsibilities and Penalties
3. Checklist for Secretarial Audit
Part B: Due Diligence and Compliance Management (75 Marks)
4. Due Diligence - An Overview
• Introduction, Nature, Need and its Significance
• Objectives, Scope and Types of Due Diligence
• Process of Due Diligence
• Concept of Data Room in Due Diligence
• Due Diligence vs. Audit
5. Issue of Securities
• Introduction and Regulatory Framework
• Pre and Post Issue Due Diligence - IPO/FPO
• Due Diligence - Preferential Issues of Listed and Unlisted Companies
• Employee Stock Option, Bonus Issue, Rights Issue, Debt Issues