ICSI CS Executive New Proposed Syllabus 2023

The Institute undertakes revision of the syllabus for Company Secretary Course every five years to
match the expectations of its stakeholders, keeping in view the developments that are taking place
in the financial, economic, social, technological, legal and regulatory spheres.

The present syllabus (Syllabus 2017) of CS Executive and Professional Programmes was approved by
the Council in its 251st Meeting held on 7th February, 2018 and became effective from 1st March,
2018 and 1st September, 2018 respectively.

The new revised syllabus (Syllabus 2023) is proposed to be effective from 1st February, 2023 for CS
Executive Programme and 1st August, 2023 for CS Professional Programme.

Scope

The concept of classification of curriculum based on Core subjects, Ancillary to Core and Hybrid
subjects as introduced in Syllabus 2017 is proposed to be continued.

However, the proposed syllabus aims at balancing the papers and its contents in terms of law & policy, practice, strategic and managerial aspects, matching with the objective of each paper and overall syllabus.

Objective of Syllabus 2023

• To focus on core areas of Company Secretary profession.
• To supplement the core areas with ancillary, legal, managerial and other technical skills.
• To facilitate the transition of ICSI students into governance professionals, corporate managers/ corporate advisors.

Guiding Principles

• Aligned with vision, mission and motto of the Institute.
• Equip students with the skill of understanding and interpreting the law, policies, compliance, business and Governance at large.
• Flexible and futuristic to meet the expectations of Business and Industry.
• Based on inter-disciplinary and multi-disciplinary approach.
• Skill based experiential learning for better employability.
• In alignment with the National Education Policy for Higher and Professional Institutions.
• Balancing the aspects of law, strategy, practice and management.
• Facilitate cross referencing of the subjects in the curriculum to provide wider prospective.
• Attuning to ever changing technology, automation and global trends.
• Identifying the objective/purpose, learning methodology and the manner of evaluation of each paper.

Factors considered

• Current and Emerging opportunities for Company Secretaries both in terms of employment and practice.
• Future role of governance professional in the light of changing expectations of stakeholders especially in terms of ESG, Social Governance etc.
• Changing role of Company Secretaries in the light of technology automation.
• Views and expectations of members, industry, Regulators on the evolving role of Company Secretary.
• Policy prescribed for Higher Educational and Professional Institutions under the National Education Policy, 2020.

Key Highlights of Proposed Syllabus 2023

Proposed scheme of papers/contents inter alia include:
At Executive Level :

• It is proposed to introduce Intellectual Property Laws (for 40 marks) along with Economic &
• Commercial Laws to provide working knowledge of the regulatory environment governing the IPR related concepts such as Patents, Trade Marks, Copyright etc.
• It is proposed to align, redesign and introduce a paper titled ‘Corporate Accounting and Financial Management’’ by incorporating the relevant areas of papers under existing syllabus
• “Corporate and Management Accounting” and “Financial & Strategic Management” and also with an objective to provide knowledge, understanding of concepts, principles and practices
• in Company Accounts, Interpretation of Financial Statements, conceptual clarity and practical aspects of financial management to develop skills for better financial, investment and strategic decision making.
• It is proposed to add “Industrial and Labour Laws” along with the Setting up of Business Entities as it was felt labour laws are more relevant and applicable since establishment of business entities.
• The contents of the paper “Jurisprudence, Interpretation and General Laws” have been fine tuned with an objective of providing detailed conceptual understanding of interpretation of statutes.
• The Company Law & Practice aims to provide conceptual understanding of principles of company law and to equip the students with working knowledge about management and administration of companies.
• The proposed syllabus at Executive Level is reduced by one paper and repetition/duplicacy of contents have been addressed to make the syllabus more lighter.

Key Suggestions received from Focused Discussion

• There should not be 100 percent MCQ based exam for Tax, Accounts and Other Papers
• Total number of papers should be reduced at Executive and Professional Level
• There should be a paper on Cyber Law, Artificial Intelligence and Data Protection
• More focus should be on NCLT matters and Advocacy Skills under Drafting, Pleadings and Appearances paper
• Corporate Funding paper should be retained
• The paper titled Resolution of Corporate Disputes Non – Compliances and Remedies may be merged with Drafting, Pleadings and Appearances paper
• There should be a paper on Understanding and Interpretation of Financial Statements
• More number of Elective papers should be introduced

ICSI CS Executive New Proposed Syllabus 2023

Paper No. Group I Paper No. Group II

Paper No.	Group I	Paper No.	Group II
1.	Jurisprudence, Interpretation & General Laws (100 Marks)	4.	Capital Market & Securities Laws Part I – Capital Market (40 Marks) Part II – Securities Laws (60 Marks)
2.	Company Law & PracticePart I – Company Law Principles and Concepts (60 Marks)Part II – Company Administration & Meetings (40 Marks)	5.	Economic, Commercial and Intellectual Property LawsPart I – Economic & Commercial Laws (60 Marks)Part II – Intellectual Property Laws (40 Marks)
3	Corporate Accounting and Financial ManagementPart I – Corporate Accounting (60 Marks)Part II – Financial Management (40 Marks)	6	Tax Laws & PracticePart I – Direct Tax (50 Marks) Part II – Indirect Tax (50 Marks)
		7.	Setting Up of Business, Industrial & Labour LawsPart I – Setting Up of Business (60 Marks)Part II – Industrial & Labour Laws (40 Marks)

Executive Programme Group I

Paper No	Subject Name	Objectives	Highlights/Coverage
1	Jurisprudence, Interpretation and General Laws	– To provide understanding, application and working knowledge of jurisprudence and general laws.  – To inculcate interpretational skills and to teach the manner of reading law.	This paper consists –  – Sources of Law  – Interpretation of Statutes  – Relevant parts of Constitution of India  – Civil Laws with their Procedure and Limitation Law  – Law of Crime and Evidences  –  ADR Laws, Law of Information Technology  – Contracts Laws with Specific Relief and Negotiable Instruments.
2	Company Law & Practice	1. To provide conceptual understanding of the principles and provisions of the Company Law.  2. To equip the students with working knowledge about management and administration of companies.	This paper is divided into two parts – Part I : Company Law, Principles & Concepts This part consists –  – Basics of Share Capital, Members and Dividend  – Concepts of Accounts, Audit and Charges  – Statutory provisions pertaining to Legal Status and Types of companies.  Part II : Company Administration and Meetings.  This part consists of Provisions pertaining to General Meetings, Board meetings and Committee meetings  – Board Composition and Powers of Board l Provisions related to Directors, KMP and CSR.
3	Corporate Accounting and Financial Management	1. To provide knowledge and understanding of the concepts, principles and practices in Company Accounts, Interpretation of Financial Statements.  2. To provide conceptual clarity and practical aspects of financial management so as to develop skills in taking financial and investment decisions and in business strategies.	This paper is divided into two parts.  Part I : Corporate Accounting This part consists – – Basics of Corporate Accounting  – Accounting for Share Capital, Debentures and Related Aspects of Company Accounts  – Consolidation of Accounts – Standalone and Consolidated Financial Statement  – Financial Statement Analysis and Cash Flow.  Part II : Financial Management This part consists –  – Time Value of Money, Capital Budgeting  – Cost of Capital & Capital Structure of the organization l Working Capital Management & Security Analysis.

Executive Programme Group ll

Paper No.	Subject Name	Objectives	Highlights/Coverage
4	Capital Market and Securities Laws	1. To provide basic understanding of the working of capital market in India.  2. To provide conceptual understanding and working knowledge of securities laws governing the entities listed on the stock exchanges.	This paper is divided into two parts Part I :  Capital Market This part consists –  – Analysis of the basics of Capital Market, Secondary Market, Intermediaries and key legislations  – International Financial Services Centres Authority (IFSCA).  Part II :  Securities Laws This part consists –  – SEBI Regulations and its compliance.
5	Economic, Commercial and Intellectual Property Laws	1. To provide conceptual understanding as well as working Knowledge of Economic, Commercial and Intellectual Property Laws.	This paper is divided into two parts.  Part I :  Economic & Commercial Laws This part consists –  – Foreign Exchange Management  – Foreign Direct Investment Policy  – Foreign Trade Policy & Procedure  – Competition Policy & Consumer Protection  – Prevention of Money Laundering, Benami Transactions.  Part II:  Intellectual Property Laws This part consists –  – Intellectual Property Right Laws such as Patents, Trade Marks, Copyright, GI & Industrial Design.
6	Tax Laws & Practice	1. To provide working knowledge on practical application of Direct Tax Laws.  2. To provide conceptual knowledge with practical application of Indirect Tax Laws.	This paper is divided into two parts Part I : Direct Tax This part consists  –  Basic Concept of Income Tax  – Various heads of Income  – Classification and Tax Incidence on Companies.  Part II : Indirect Tax This part consists  –  Concept of Indirect Taxes  – Levy and Collection of GST  – Time, Value & Place of Supply  – Input Tax Credit Computation of GST Liability  – Overview of Customs Act.