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Institute of Chartered Secretaries of BangladeshA S t a t u t o r y B o d y U n d e r a n A c t o f P a r l i a m e n t

STUDENTS’ HANDBOOK

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Institute of Chartered Secretaries of BangladeshA S t a t u t o r y B o d y U n d e r a n A c t o f P a r l i a m e n t

STUDENTS’ HANDBOOK

ICSB OFFICE

National Scout Bhaban (2nd Floor)

60, Anjuman Mu�dul Islam Road

Kakrail, Dhaka-1000, Bangladesh

A D D R E S S O F T H E I N S T I T U T E

ICSB CAMPUS

107 Kakrail (Ground & 1st Floor)

G.P.O. Box No. 3100

Dhaka-1000, BangladeshPhone : 880-2-9349578, 9336901

Fax : 880-2-9339957

E-mail : icsb@icsb.edu.bd

Website : www.icsb.edu.bd

P R E F A C E

Welcome to the Institute of Chartered Secretaries of Bangladesh (ICSB). This

Students’ Handbook will help you to familiarize yourself with the Institute, the

examination system and the syllabus.

It was necessary to prepare a new syllabus as the old syllabus of 2006 was

outdated and new environment and new globalization polices have taken place

in the business world since 2006. It is with this in mind that the new syllabus has

been prepared. The new syllabus is being introduced from the July-December

2013 session; but the old syllabus will continue till December 2015.

A syllabus is a requisite tool for any educational institution and it needs to be

reviewed and updated regularly in order to incorporate the changes in the

contemporary issues to the respective subjects. The updating procedure was

started by the Syllabus and Curriculum Review Committee which went through a

series of reviews of the Syllabi of 8 (eight) leading Chartered Secretaries Institutes

around the world, all of them being Members of the Corporate Secretaries

International Association (CSIA). The Committee then placed the new syllabus to

the Education Committee in a draft form. The Education Committee subsequently

held a series of meetings, which included the Faculty Members whose opinions

were sought, in order to make important changes to their respective subjects and

�nalize the new syllabus that would be in line with the corporate demand. Finally,

the Syllabus was approved by the Council.

It is for the �rst time that a “Foundation Course” has been introduced for the

bene�t of non business graduates. Our past experience revealed that most of

the students who come from a non business background do not perform well in

the basic subjects on Business Economics and Statistics, English and Accounting.

This Foundation Course will therefore be helpful to the prospective students as

they will acquire a good knowledge of these subjects to pursue the Chartered

Secretary Course subsequently.

I trust this Handbook will serve the purpose to understand and pursue the

course to become a quali�ed Chartered Secretary. Of course there is scope for

further improvement to the Handbook and on behalf of the Council I welcome

any suggestions which anyone may have.

I wish you all a successful journey towards your desired goal.

Mohammad Sanaullah FCS July 21, 2013

PRESIDENT

Institute of Chartered Secretaries of Bangladesh

STUDENTS’ HANDBOOK

C O N T E N T S

1.1 The Institute 01

1.2 Chartered Secretary as a Profession 01

1.3 Objectives, role and functions 02

1.4 Career opportunities after qualifying 02

1.5 The Secretariat of the Institute 03

2.1 Foundation Level 05

2.2 Executive Level 05

2.3 Professional Level 06

3.1 Objectives 07

3.2 Admission to Foundation Course 07

3.3 Exemption from Foundation Course 07

3.4 Admission procedure 07

3.5 Mode of Payment of Fees 07

3.6 Date of Admission 07

3.7 Examinations 08

3.8 Subjects of Foundation Course 08

3.9 Medium 08

3.10 Examination Centres 08

3.11 Registration 08

Institute of Chartered Secretaries of Bangladesh

CHAPTER-I

INTRODUCTION

CHAPTER-II

SYLLABUS

CHAPTER-III

FOUNDATION COURSE

4.1 Objectives 09

4.2 Qualifying Examinations 09

4.3 Registration of Students 09

4.4 Student Registration Procedure 10

4.5 Documents to be Submitted with the Application 11

4.6 Mode of Payment of Fees 11

4.7 Date of Registration 11

4.8 Refund of Fees 12

4.9 Identity Card 12

4.10 Undertaking 12

4.11 De-Novo registration 12

5.1 Coaching classes 13

6.1 Application for Examination 15

6.2 Language 15

6.3 Subjects of Examinations 15

6.4 Examination Timetable 15

6.5 Examination Rules 15

6.6 Powers of Examination Committee 16

6.7 Suspension and Cancellation of Examination Results/or Registration 16

6.8 Executive Level Examination 17

6.9 Professional Level Examination 17

6.10 Examination Results 18

6.11 Veri�cation of Marks 18

6.12 Issue of Pass Certi�cate 19

6.13 Refund or Appropriation of Examination Fee 19

6.14 Examination Grade 19

CHAPTER-IV

ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL

CHAPTER-V

COACHING CLASSES

CHAPTER-VI

EXAMINATIONS

FOUNDATION LEVEL

Paper:1 English & Business Communication 21

Paper:2 Business Economics & Statistics 23

Paper:3 Fundamentals of Accounting 26

Paper:4 Principles of Management 28

EXECUTIVE LEVEL – I

HRMIR 101 HRM & Industrial Relations 29

GCL 102 General & Commercial Laws 32

CA 103 Corporate Accounting 34

EXECUTIVE LEVEL – II

CCRW 201 Corporate Communication & Report Writing 36

DITL 202 Direct & Indirect Tax Laws 38

ELW 203 Economic Laws & WTO 41

EXECUTIVE LEVEL – III

CLP 301 Company Law & Practice 44

CSP 302 Company Secretarial Practice 47

ITMA 303 Information Technology and Cost & Management Accounting 50

BNILP 304 Banking, NBFI & Insurance - Laws & Practice 54

CHAPTER-VII

FEE STRUCTURE 20

SUBJECTWISE SYLLABUS

PROFESSIONAL –I

ACLP 401 Advanced Company Law & Practice 58

CFM 402 Corporate Financial Management 60

CG 403 Corporate Governance 62

CACT 404 Corporate Administration & Corporate Tax 65

PROFESSIONAL –II

CS 501 Corporate Secretaryship 68

SOM 502 Strategic and Operations Management 71

SLCM 503 Securities Laws & Capital Market 74

SMSA 504 Secretarial, Management and Systems Audit 78

CHAPTER-I

INTRODUCTION

Institute of Chartered Secretaries of Bangladesh (ICSB), established

under an Act of Parliament i.e. Chartered Secretaries Act, 2010, is

the only recognized professional body in Bangladesh to develop,

promote and regulate the profession of Chartered Secretary in

Bangladesh.

The Institute was established in 1997 under Section 28 of the

Companies Act, 1994 under License from the Ministry of Commerce,

Govt. of the People’s Republic of Bangladesh as Institute of Chartered

Secretaries and Managers of Bangladesh (ICSMB).

Realizing the imperative need and necessity for the pavement of

the way for growth and promotion of the profession of Chartered

Secretaries in Bangladesh, the Jatio Sangsad being the highest seat

for the enactment has promulgated the Chartered Secretaries Act-

2010 on June 7, 2010 that has been published in the o�cial gazette

by noti�cation no. 25 dated June 16, 2010, thereby converting

the old Institute ICSMB to a statutory body Institute of Chartered

Secretaries of Bangladesh ( ICSB).

The Institute is governed by the Chartered Secretaries Act-2010 and

the Chartered Secretaries Regulations, 2011.

Chartered Secretary is a challenging and rewarding profession

in the corporate world. Chartered Secretaries acquire specialized

knowledge and training in the �eld of corporate management

and governance, including corporate laws, compliance and

administration.

Chartered Secretary is the requisite quali�cation to become a

Company Secretary. A Company Secretary is required to perform

01

1.1 The Institute

1.2 Chartered Secretary as a Profession

obligations such as Taxation laws, performing company secretarial

functions, preparing reports and accounts, looking after general

administration, constant monitoring of capital and share market

and above all, protecting the rights and interest of the stakeholders.

Accordingly, every person aspiring to become an e�cient Chartered

Secretary is called upon to gain specialized expertise and skills in all

such areas of corporate governance. The ICSB o�ers, as elsewhere

in the Commonwealth and other English speaking countries, such

professional courses.

The prime objective of the Institute is to regulate and develop the

profession of Chartered/Company Secretaries in order to promote

and establish statutory disciplines and conduct the company

matters and management e�ectively in line with e�cient corporate

governance and code of conduct.

To attain these broad objectives, the Institute:

conducts professional courses and examinations to test the

capability of potential administrators in the �elds of commerce,

industry and institutional management;

o�ers professional distinction to the Chartered Secretaries to

enable them to ensure e�ective and transparent corporate

management; and

develops and upholds professional ethics and discipline.

In view of the above, the Institute has designed a comprehensive

system of education and examinations and has laid down speci�c

conditions. Besides, strict disciplinary rules for exercising control

over the conduct of members and students have been laid down to

regulate the profession by professional ethics and discipline.

The 21st Century is going to be the century of challenge in terms of

02

1.3 Objectives, roles and functions

1.4 Career opportunities after qualifying

excellence in corporate governance based on professional

knowledge. Chartered Secretaries are going to be a rare breed of

professionals in corporate governance. Under the Companies Act,

1994, Company Secretary has a very important role in establishing

healthy statutory discipline in the corporate sector. In other

concerned legislations – �scal, labour, industrial and economic laws,

the Company Secretary is speci�cally designated as the “Principal

O�cer/Chief Compliance O�cer”. In essence, Company Secretaries

have the primary duty of ensuring compliance with all associated

legislations. For this purpose, they have to interact, integrate and

co-ordinate with various other functional heads in companies. They

act as the con�dant of the Board of Directors and counsel the Board of

Directors and other functional heads on the legal implications of any

proposal under contemplation. A modern corporation needs the

services of Quali�ed Secretaries with multidisciplinary background in

law, management and accounting backed by rigorous training and

continuing education to ensure that all legal compliances are

adequately and promptly met.

In order to ensure protection of the interests of the employees,

consumers, creditors, Government, �nancial institutions and

the public at large, the Company Secretaries are regarded as

the conscience keeper of the Company and custodian of public

interests. In the years to come, the responsibility of the Company

Secretaries would get considerably extended thereby making them

an indispensable professional in the e�cient management of the

Corporate Sector.

A “Chartered Secretary” is primarily suitable for employment in

corporate bodies. Employment opportunities also exist for them in

the Government, Autonomous Bodies, Nationalized Industries,

Financial Institutions, Stock Exchanges, Chambers of Commerce,

Trade Associations and similar other organizations. “Chartered

Secretary” may also be engaged in independent consultancy work of

their own by establishing a �rm of “Chartered Secretary” who may

o�er corporate secretarial services to small, medium and even large

companies and other organizations.

A) Council of the Institute

03

1.5 The Secretariat of the ICSB

(ICSB) consists of thirteen (13) elected members from among the

Chartered Secretaries having consistent academic and professional

background and �ve (5) nominees of the Government of Bangladesh.

The Council, elected for a three-year term, is vested with the executive

power to manage and control the a�airs of the Institute through the

Secretary. The Council also has powers to delegate some powers to

special committees.

Council’s decisions are absolute and �nal in all matters. It is also

empowered to exercise discretionary powers in cases deemed

appropriate.

B) O�ce-bearers of the Institute

- President

- Senior Vice President

- Vice President

- Treasurer

The President is the constitutional head of the Institute. The Secretary

is the executive head of the Institute.

04

CHAPTER-II

SYLLABUS

Keeping in mind the objectives and requirement of the profession,

the Institute has carefully designed a comprehensive syllabus. The

entire syllabus has been divided into 22 subjects of 100 marks each.

A summary of the syllabus is as follows:

CHARTERED SECRETARY

Code Subject Marks

Paper-1 English & Business Communication 100

Paper-2 Business Economics & Statistics 100

Paper-3 Fundamentals of Accounting 100

Paper-4 Principles of Management 100

400

EXECUTIVE LEVEL – I

Code Subject Marks

101 HRM & Industrial Relations 100

102 General & Commercial Laws 100

103 Corporate Accounting 100

EXECUTIVE LEVEL – II

Code Subject Marks

201 Corporate Communication & Report Writing 100

202 Direct & Indirect Tax Laws 100

203 Economic Laws & WTO 100

EXECUTIVE LEVEL – III

Code Subject Marks

301 Company Law & Practice 100

302 Company Secretarial Practice 100

303 Information Technology and Cost & Management Accounting 100

304 Banking, NBFI & Insurance Laws & Practice 100

05

2.1 Foundation Level

2.2 Executive Level

06

PROFESSIONAL –I

Code Subject Marks

401 Advanced Company Law & Practice 100

402 Corporate Financial Management 100

403 Corporate Governance 100

404 Corporate Administration & Corporate Tax 100

PROFESSIONAL –II

Code Subject Marks

501 Corporate Secretaryship 100

502 Strategic and Operations Management 100

503 Securities Laws & Capital Market 100

504 Secretarial, Management and Systems Audit 100

Total 1800

+ INTERNSHIP (PRACTICAL TRAINING)

The detailed courses against each of the subject are shown in Schedule “A”

2.3 Professional Level

CHAPTER-III

FOUNDATION COURSE

The Objective of the Foundation Course is to build the foundation

of the prospective students to e�ectively undertake the prescribed

course to qualify as a Chartered Secretary. Applicants who are not

business graduates are required to take the Foundation Course.

Minimum graduate with 6 points or ‘A’ level are eligible to sit for

Foundation Course.

Exemption can only be applied to those with a background in

Business Statistics and Economics.

A candidate may seek admission for Foundation Course directly by

making an application in prescribed form along with a fee of Tk.

15,000 and submitting original certi�cates of Bachelor, HSC and SSC

together with one photocopy thereof. The original certi�cates will be

returned after veri�cation. In case of a candidate who is in service,

testimonial from the employer must also be submitted.

No payment by way of Cheque / Cash will be accepted. The students

are required to deposit the fees in the designated bank account of

the Institute.

Applications for the Foundation Course and Admission

Test for Executive Level will be received in May/June and

November/December of each year.

07

3.1 Objectives

3.2 Admission to Foundation Course

3.3 Exemption from Foundation Course

3.4 Admission Procedure

3.5 Mode of Payment of Fees

3.6 Date of Admission

08

Admission Test will be held twice a year in July and January.

The Foundation Course consists of four papers.

Paper-1 English & Business Communication

Paper-2 Business Economics & Statistics

Paper-3 Fundamentals of Accounting

Paper-4 Principles of Management

The Medium of the examination is English only.

The examination centre will be in Dhaka and in such other places

in the country as may be determined by the Council which will be

noti�ed ahead of each examination.

Candidates who pass the Foundation Level may seek registration by

application in prescribed form for the Executive Level-I.

3.7 Examinations

3.8 Subjects of Foundation Course

3.9 Medium

3.10 Examination Centers

3.11 Registration

4.1 Objectives

4.2 Qualifying Examinations

4.3 Registration of Students

09

The Objective is to conduct examinations to test the potentials of

the candidates in the �elds of commerce, industry and corporate

management.

A person desiring to qualify for membership of the Institute is

required to pass the Executive Levels and Professional Levels

examinations conducted by the Institute. He/She is further required

to undergo internship and comply with the rules and regulations laid

down by the Institute or prescribed by the Council from time to time.

A. Business graduates with 6 points are eligible for admission into

Executive Level-I.

B. The minimum points required for applicants having passed all or

any of the following public examinations with not more than one

third division in past examinations under traditional system is 6

(six) calculated on the following basis :

Certi�cate / Degree Division / Class

1st 2nd 3rd

SSC or equivalent 3 2 1

HSC or equivalent 3 2 1

Bachelor Degree (Pass) 4 3 2

Bachelor Degree (Hons)/BBA 5 4 2

Master Degree 1 1 1

C. The minimum points required for the applicants having passed

SSC, HSC and Bachelor (Pass & Honors) examination under

grading

CHAPTER-IV

ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL

10

system will be 2.5 to be calculated averaging the grade points

achieved on these examinations. However, candidates having

grade point of 1 in more than one examination as above will not

be considered to be eligible for admission.

D. Applicants having partly passed under traditional system and

partly under grading system, for assessing eligibility their marks

would be calculated on the basis of the respective examinations

passed under B & C above.

E. For applicants with 4 years’ bachelor degree with CGPA, points

will be calculated as shown in Table A. Candidates with a bachelor

degree who have passed at least 5 papers of GCE “O” Level and

2 papers of “A” Level may also apply. For such candidates to be

eligible to apply, the minimum qualifying Grade Point Average

(GPA) in “O” & “A” levels are 2.5 and 2.0 respectively. GPAs for “O”

level and “A” level are calculated on a 4 point scale (A=4, B=3, C=2,

D=1) as shown in Table B.

F. Candidates possessing points less than the required minimum as B,

C, D & E will be eligible subject to having job experience of 3 years

or more in any �eld of corporate a�airs (Company Secretarial,

Accounting, Finance, Auditing, Management and Administration)

– one (1) point will be added to make up the required minimum.

Only registered students of the Institute are eligible to appear in the

Executive and Professional level examinations.

All application for registration must be made in the prescribed form

obtainable from the o�ce of the Institute.

Every application shall be duly completed and submitted along with

the following fees :

Table: A Table: B

CGPA Point O Level GPA Point A Level Point

3.5 & above 5 3.0 & above 3 2.5 & above 3

3.0 to < 3.5 4 2.0 to < 3.0 2 1.5 to < 2.5 2

2.5 to < 3.0 3 1.0 to < 2.0 1 1.0 to < 1.5 1

4.4 Student Registration Procedure

11

i) Registration fee Tk. 1200

ii) Re-registration fee Tk. 1200

iii) Renewal fee Tk. 750

iv) Transcript application Tk. 1000

v) Paper exemption fee Level-I

On acceptance an o�cial noti�cation will be issued to the student

who will also be allocated a Registration Number, which must be

quoted on all communication between the student and the Institute.

The following documents must be submitted with the application for

registration:

a) Certi�ed photocopies of all educational certi�cates.

b) Character certi�cate from the head of the institution last

attended or employer if employed or any Member of the

Institute or by a �rst class gazetted o�cer of the Government of

Bangladesh.

c) Two recent attested passport size photographs.

No payment by way of Cheque / Cash will be accepted. The students

are required to deposit the fees in the prescribed bank account of the

Institute.

Candidate will be registered twice in a year for its Summer and

Winter sessions during May-June and November –December

respectively.

Candidates registered in Summer session will be eligible to appear

in the Examination of that session by the end of that session and

those registered in Winter session will be eligible to appear in the

Examination of that session by the end thereof.

No candidate will be allowed to appear in the subsequent Levels

4.6 Mode of Payment of Fees

4.5 Documents to be Submitted with the Application

4.7 Date of Registration

12

A person whose application for registration is not accepted is

entitled to get refund of fees paid by him/her subject to deduction of

administrative charges. A candidate once registered will not be

entitled to any refund.

All registered students of the Institute will be provided with Identity

Cards, which they must carry when entering the class room, library or

the o�ce of the Institute.

Every candidate applying for registration is required to give an

undertaking that he/she shall, as a registered student, conduct

himself/herself in a manner be�tting the ideals and standards of the

profession of the Institute and shall abide by such bye-laws or other

standing rules as may be framed by the Council from time to time.

After registration if it is found that any of the information/document

furnished to the Institute is false or in the opinion of the Council the

concerned registered student does not act in a manner as per the

discipline of the Institute, it has absolute right to cancel registration

of the student forthwi

The registration of a student shall remain valid for a period of �ve

years from the date of his initial registration. To facilitate those

students whose registration period has expired or will expire from

time to time, there is provision for De-Novo Registration. For getting

the facility of De-Novo Registration students will have to ful�ll the

conditions as stated below:

- Any student who has passed at least one level at the Executive

will be allowed De-Novo Registration by the o�ce.

- Any student who has not passed any examination in the

Executive level shall have to apply to the Institute, which will be

referred to the Education Committee for regular review.

4.8 Refund of Fees

4.9 Identity Card

4.10 Undertaking

4.11 De-Novo Registration

CHAPTER-V

COACHING CLASSES

5.1 Coaching Classes

Coaching Classes are conducted at Dhaka and / or in any other places

as may be decided from time to time by the Council, depending

on the availability of number of students and coaching facilities.

The coaching classes are conducted in two academic sessions of

the year namely Summer Session and Winter Session. The Summer

Session classes begin in July and continue upto December, while

Winter Session classes begin in January and continue upto June. The

coaching classes are usually held in evening hours on each working

day or as may be decided by the Council. The classes begin at 6.30

p.m. and continue upto 9.30 p.m. The duration of each coaching

class is 60 to 90 minutes depending upon the nature of the subject.

Number of coaching classes required to be conducted against each

subject are as follows:

13

Sl. No

SubjectCode

Subject LecturesTotal

(90 Mins)

Total Hours

EXECUTIVE LEVEL-I

1 101 HRM & Industrial Relations 14+14 42

2 102 General & Commercial Laws 24 36

3 103 Corporate Accounting 24 36

EXECUTIVE LEVEL-II

1 201Corporate Communication & Report Writing

24 36

2 202 Direct & Indirect Tax Laws 18+18 363 203 Economic Laws & WTO 14+14 42

EXECUTIVE LEVEL-III

1 301 Company Law & Practice 24 362 302 Company Secretarial Practice 24 36

3 303Information Technology and Cost & Management Accounting

14+14 42

4 304Banking, NBFI & Insurance Laws & Practice

24 36

14

PROFESSIONAL–I

1 401Advanced Company Law & Practice

24 36

2 402 Corporate Financial Management 24 36

3 403 Corporate Governance 24 36

4 404Corporate Administration & Corporate Tax

14+14 42

PROFESSIONAL–II

1 501 Corporate Secretaryship 14+14

14+14

42

2 502Strategic and Operations Management

24 36

3 503 Securities Laws & Capital Market 24 36

4 504Secretarial, Management and Systems Audit

42

Sl. No

SubjectCode

Subject LecturesTotal

(90 Mins)

Total Hours

15

CHAPTER-VI

EXAMINATIONS

6.1 Application for Examination

6.2 Language

6.3 Subjects of Examinations

6.4 Examination Timetable

6.5 Examination Rules

Application for admission to an examination shall be in such form as

may be prescribed by the Council. Such forms may be obtained from

the o�ce of the Institute on payment of Tk.50/-. The form can also be

obtained by post from the Institute by sending Pay Order/Bank Draft

for Tk.50/- in favor of the “Institute of Chartered Secretaries of

Bangladesh” along with a self addressed stamped envelope.

English shall be the only medium for answering.

As per syllabus.

The examination timetable will be noti�ed by the Council in the

newspaper and in the notice board of the Institute.

In order to be eligible to appear at the examination students are

required to comply with such conditions relating to examination as

may be laid down by the council from time to time. To be speci�c, a

student shall comply with the following regulations:

a) Students enrolled in a particular session must attend at least 75%

classes. Students failing to pass in a particular examination may

reappear in any subsequent examination until he successfully

passes the examination.

b) Students enrolled under correspondence course and completed

100% assignments to the satisfaction of the Council are eligible to

appear at the examination.

16

6.6 Powers of Examination Committee

6.7 Suspension and Cancellation of Examination Results/or Registration

Admission to examination, expulsion and withholding of results

remains within the absolute power of the Examination Committee

without assigning any reason.

The examination committee or a person authorized by it in this

connection may for valid reasons:

a) refuse to admit a candidate in an examination ; or

b) admit him/her to an examination subject to such conditions as it

or he may consider to be reasonable to the student; or

c) debar him/her from appearing in the examination even if he /she

has been admitted to it.

Notwithstanding the fact that a candidate has obtained the

minimum number of marks for passing an examination, the

Examination Committee may withhold his result.

In the event of any misconduct by a registered student or a candidate

enrolled for any examination, the Council or the Committee

concerned may suo moto or on receipt of a complaint, if it is satis�ed

that the misconduct is proved after such investigation as it may

deem necessary and after giving such student or candidate an

opportunity to state his case, suspend or debar the person from

appearing in any one or more examinations, cancel his examination

result or student registration, or debar him from future registration as

a student, as the case may be.

Misconduct for the above purpose shall mean and include behavior

in a disorderly manner in relation to the Institute or in or near an

examination hall/premises/centre, breach of any regulation,

condition, guideline or direction laid down by the Institute,

malpractices with regard to oral tuition or resorting to or attempting

to resort to unfair means in connection with the examination

conducted by the Institute.

6.8 Executive Level Examination

6.9 Professional Level Examination

Admission to Executive Level examination

a) No candidate shall be admitted to the Executive Level

Examinations unless he/she has passed or has been exempted

from the Foundation Level Examinations.

b) A candidate will be admitted to the Executive Level examinations,

if he/she has registered himself/herself as a student in a particular

session and completed one academic session.

Qualifying marks

Candidates for the Executive Level examination shall be examined in

the prescribed subject/papers under Schedule – A and declared

“passed” in the examination if he/she obtains at one sitting a

minimum of 40% marks in each paper and 50% marks in the

aggregates of all papers of the Group.

Exemption from individual paper of the Executive Level examination

A candidate shall be exempted from the paper of the Executive Level

examinations if he/she posses the quali�cations speci�ed in Chapter

– VII.

Distinction

A candidate shall be declared to have passed with distinction in

Executive Level examinations if he/she obtains at one sitting a

minimum of 50% marks in each subject and 70% marks or above in

aggregate in the both groups without obtaining any exemption.

No candidate shall be admitted to the Professional Level

Examination unless:

a) he/she has passed the Executive Level examination or has been

exempted from;

b) a minimum period of nine months have elapsed since his passing

17

18

6.10 Examination Results

6.11 Veri�cation of Marks

the Executive Level examination or being exempted from the

Executive Level examination.

Qualifying Marks

Candidates for the Professional Level examination shall be examined

in the prescribed subject/papers and declared “passed” in the

examination if he /she obtains at one sitting a minimum of 40%

marks in each paper and 50% marks in the aggregates of all papers of

the Groups.

Distinction

A Candidate shall be declared to have passed with distinction in the

Professional Level examination if he obtains at one sitting a

minimum of 50% marks in each subject and 70% marks or above in

aggregate in the both groups without obtaining any exemption.

Exemption from individual papers of the Professional Level

Examination

A Candidate shall be exempted from the papers of the Professional

Level examinations if he/she possesses the quali�cations speci�ed in

Chapter - vii, secured 50% or more marks on the respective subject

and on payment of requisite fees.

Every candidate will be informed of only the grades obtained in each

paper and the result thereof, under no circumstances will the marks

obtained in individual paper be furnished.

Information as to whether a candidate's answers to each question in

any particular subject or subjects has been examined and marked or

not, may be supplied to a candidate on his submitting an application

with veri�cation of marks fee as �xed by the Council within 30 days of

the declaration of the result of the said examination. The fee is only

for verifying whether the candidate's answers in any particular

subject or subjects have been examined and evaluated and not for

19

6.12 Issue of Pass Certi�cate

6.13 Refund of Appropriation of Examination Fee

6.14 Examination Grade

re-evaluation of the answer. Re-evaluation of the answers is not

permissible under the regulations.

Every candidate passing any examination will be issued with a

Certi�cate to that e�ect in prescribed form by the Council.

a) A candidate once issued with an Admission Certi�cate for an

examination is not entitled under any circumstances to a refund

of the examination fee paid by him.

b) Where, however, a candidate applies to the Council within 15

days from the date of depositing the fees or at least 15 days

before the date of examination for considering appropriation of

examination fee to the next examination on the ground that

he/she was prevented from attending the examination on

account of circumstances beyond his control and furnishes

requisite documentary proof and information to the satisfaction

of the Council, the Council may permit 50% of the examination

fee paid by him/her to be appropriated towards the fee payable

for the next following examination for the same level(s) for which

he was enrolled.

Following grades are provided on the result slip against the subjects

in order to show performances.

A = Very good

B = Standard

C = Below Standard

D = Poor

E = Very Poor

20

CHAPTER-VII

FEE STRUCTURE

FOUNDATION LEVEL Tk. 15,000

Code LevelCoaching

Fees (Tk.)

Exam

Fees (Tk.)

EXECUTIVE LEVEL-I

101 HRM & Industrial Relations 2,700 1,350

102 General & Commercial Laws 2,700 1,350

103 Corporate Accounting 3,600 1,800

EXECUTIVE LEVEL-II

201Corporate Communication & Report Writing

3,375 1,800

202 Direct & Indirect Tax Laws 3,375 1,800

203 Economic Laws & WTO 4,050 2,025

EXECUTIVE LEVEL-III

301 Company Law & Practice 4,050 2,025

302 Company Secretarial Practice 3,600 2,025

303Information Technology andCost & Management Accounting

4,050 2,025

304Banking, NBFI & Insurance Laws & Practice

4,050 2,025

PROFESSIONAL–I

401Advanced Company Law & Practice

4,050 2,250

402 Corporate Financial Management 4,050 2,250

403 Corporate Governance 4,050 2,250

404Corporate Administration & Corporate Tax

4,050 2,250

PROFESSIONAL–II

501 Corporate Secretaryship 4,500 2,250

502Strategic and Operations Management

4,500 2,250

503 Securities Laws & Capital Market 4,500 2,250

504Secretarial, Management and Systems Audit

4,500 2,250

PAPER: 1 ENGLISH & BUSINESS COMMUNICATION

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge.

Objective: To develop students’ ability to communicate correctly and

e�ectively in written English, on matters having relevance to day-to-day

business operations with emphasis on quality communication.

Course Contents:

PART A: ENGLISH (40 MARKS)

1. Essentials of Good English

Grammar and usage; enriching vocabulary, words - multiple meaning,

single word for a group of words - choice of words - words frequently miss

spelled; punctuations, pre�x and su�x; parts of speech; articles; synonyms

and antonyms; tenses; idioms and phrases; foreign words and phrases

commonly used; abbreviations and numerals; pronunciation.

2. Essay Writing

Essays on matters of current interest on trade, commerce, industry and

profession.

3. Precise Writing

Preparation of summary of o�ce notes; summary of matters appearing in

economic and commercial dailies and journals for use in committee

meetings in the o�ce; summary of decisions taken in meetings and

conferences.

PART B: BUSINESS COMMUNICATION (60 MARKS)

1. Business Communication

Meaning and signi�cance of good communication; principles of business

communication; means of communication - oral, written, visual,

audio-visual; essentials of a good business letter, etc.

21

FOUNDATION LEVEL

SUBJECT WISE SYLLABUS

2. Business Correspondence

Personnel: drafting of interview letters, call letters and o�er of

appointment; provisional appointment orders; �nal orders of

appointment; employee disciplinary matters – show-cause notices, charge

sheets, letters of dismissal and other disciplinary actions.

Purchase: requests for quotations, tenders, samples and drawings; test

order; complaints and follow-up.

Sales: drafting of sales letters, circular letters, preparation of sale notes with

conditions of sale; status inquiries; preparation of market survey reports;

reports to sales manager such as sales promotion matters; drafting of

advertisements.

Accounts: correspondence with various agencies : customers - regarding

dues, follow up letters; banks - regarding over-drafts, cash credits and

account current, insurance companies - regarding payment, renewal of

insurance premium, claims and their settlement; public authorities like

Provident Fund Commissioner, post and telegraph authorities, regarding

payment of provident fund contributions; installation of new connections

and payment of telephone bills; payment of sales tax.

Secretarial: correspondence with shareholders and debenture-holders

pertaining to dividend and interest, transfer and transmission.

Miscellaneous: Resume, letter of application, goodwill messages,

condolence letters.

3. Administration and Miscellaneous

Drafting of telegraphic and facsimile messages, messages through

electronic media; public notices and invitations; representations to Trade

Associations, Chambers of Commerce and public authorities.

4. Inter-departmental Communication

Internal memos; o�ce circulars; o�ce orders; o�ce notes; representation

to chief executive and replies thereto; communication with

regional/branch o�ces.

5. Preparation of Press Releases

Books Recommended:

1. English Grammar, Composition and Correspondence : Pink & Thomas

2. English Grammar Composition and Usage : Nes�eld

3. Report Writing for Business : Raymond V Lesikar

4. Basic Business Communication : Raymond V. Lesikar

5. Business Communication : Zane K. Quible

22

PAPER: 2 BUSINESS ECONOMICS AND STATISTICS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Basic knowledge

Objective: To provide basic and conceptual understanding of general

Economics principles and statistical tools to interpret and analyze various

economics decisions.

Course Contents:

PART-A: BUSINESS ECONOMICS (50 MARKS)

1. Nature and Scope of Economics and Economic Systems: De�nition,

nature and scope of economics; micro and macro economics; positive

and normative economics; Business Economics and Managerial

Economics; Economic System, working of Economic Systems with

reference to Capitalistic, Socialistic and Mixed Economies.

2. Theory of Demand: Utility analysis - total utility and marginal utility;

law of diminishing marginal utility; law of equi-marginal utility;

indi�erence curves - meaning, properties, marginal rate of

substitution; consumers’ equilibrium; Demand-meaning and types of

demand, law of demand; changes in demand, Elasticity of Demand-

methods of measuring elasticity of demand, factors determining price

elasticity of demand; Consumer’s Surplus.

3. Theory of Production and Supply: Factors of Production, Laws of

Returns; Returns to Scale; Costs and Revenue concepts and their

relationship with output; Economies and Diseconomies of scale;

Supply- meaning and law of supply, elasticity of supply.

4. Market and Product Picing: Market-meaning of market, market,

market forms and market structures, Equilibrium of the Firm and

Industry- price and output determination under perfect competition,

monopoly and monopolistic competition.

FOUNDATION LEVEL

23

24

5. Theory of Employment and Income: `Say’s Law, Keynesian theory of

employment, and principles of e�ective demand, Keynesian Model of

Income-Employment, Determination, Consumption Function,

Investment Function and their determinants, Investment Multiplier,

Unemployment and Full Employment, Trade Cycle- meaning and

phases of trade cycle.

6. National Income: Meaning, concept and measurement of national

income, di�culties of measurements, signi�cance of National Income

Statistics.

7. Money and Banking: Meaning, functions and types of money, demand

for and supply of money; the Quantity Theory of Money;

In�ation-meaning and causes of in�ation, measures of controlling

in�ation; Banking: fractional reserve banking and credit creation by

banks, meaning and function of central banking and its instruments of

credit control.

8. International Economics: International Trade- meaning of and its

di�erence from domestic trade, Theory of Comparative Cost, Theory

of Absolute Advantage, Terms of Trade and its determinations;

Balance of Trade and Balance of Payments and their relationship,

measures against balance of payments disequilibrium; Concept of

Rate of Exchange.

Books Recommended:

1. Modern Economics Theory : K.K. Dewett

2. Economics : Paul A. Samuelson

3. A Text Book of Economics : Hanson J.L.

4. Various Publications and Books on Bangladesh Economy

PART-B: STATISTICS (50 MARKS)

1. Statistical data collection – primary and secondary data, methods of

collecting primary data, sources of secondary data, census and

sample investigation.

2. Presentation of statistical data - classi�cation; tabulation; frequency

distribution; diagrams and graphs.

25

3. Statistical average - importance and requisites of a good statistical

average; types of averages - arithmetic mean, median, mode,

geometric mean and harmonic mean, weighted average; relationship

amongst di�erent averages.

4. Dispersion - meaning and signi�cance of dispersion; methods of

measuring dispersion - range, quartile; mean deviation, standard

deviation, Lorenz Curve.

5. Correlation and regression analysis (simple) - meaning and

signi�cance of correlation, types of correlation, methods of studying

correlation - scattered diagram, Karl Pearson's coe�cient of

correlation; rank correlation; co-e�cient of determination; regression

analysis - meaning and signi�cance, di�erence between correlation

and regression, regression lines, regression equations, coe�cient of

regression; standard error of the estimate.

6. Index numbers - de�nition and signi�cance of index numbers,

construction of index numbers, types of index numbers, consumer

price index numbers and limitations of index numbers.

7. Time series analysis - meaning, signi�cance and components of time

series, measurement of trend-graphic, semi-average, moving average

and least square method, measurement of seasonal variations;

forecasting.

Books Recommended:

1. Business Statistics : S.P. Gupta & M.P. Gupta

2. An Introduction to Statistics : Mian & Miyan

PAPER: 3 FUNDAMENTALS OF ACCOUNTING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Basic knowledge.

Objective: To provide an understanding of the basic principles of

accounting and their application in business.

Course Contents:

1. Accounting - meaning, nature, functions and usefulness; types of

accounting; accounting equation; generally accepted accounting

concepts, principles and conventions; double entry system.

2. Recording of transactions - preparation of ledger accounts, subsidiary

books, recording of cash and bank transactions, Preparation of bank

reconciliation statement, preparation of trial balance; voucher system.

3. Accounting for depreciation - need for and signi�cance of

depreciation, methods of providing depreciation.

4. Provision for Bad and Doubtful Debts.

5. Preparation of �nal accounts (non-corporate entities) - capital and

revenue items, manufacturing, trading and pro�t and loss account,

balance sheet, adjustment entries, closing entries, recti�cation of

errors.

6. Accounting for bills of exchange - bills receivable and payable,

acceptance, endorsement, discounting, retirement, dishonour and

renewal of bills, accommodation bills.

7. Accounts of non-pro�t organizations - receipts and payments and

income and expenditure accounts and balance sheet; accounts of

professionals.

8. Single entry system - preparation of Financial Statements from

incomplete records.

26

FOUNDATION LEVEL

9. Average due date and account current.

10. Control accounts – self-balancing and sectional balancing ledgers.

11. Partnership accounts:

• Fundamentals - capital, ixed and luctuating; adjustments for change in pro�t sharing ratios; revaluation of assets and liabilities; goodwill;

joint-life policy.

• Reconstitution of the irm - admission, retirement and death of a partner; amalgamation.

• Dissolution of partnership including piece-meal distribution; sale to a company; conversion into company.

• Accounting for hire purchase and installment sales.

12. Insurance claims - claims under �re insurance policies, claims for loss

of stock; claims for loss of pro�t.

Books Recommended:

1. Fundamentals of Financial Accounting : Ashok Sehgal& Deepak Sehgal

2. Financial Accounting : R.L.Gupta&V.K.Gupta

3. Financial Accounting : S.N.Maheshwari

4. Financial Accounting : S.P.Jain&K.L.Narang

27

PAPER: 4 PRINCIPLES OF MANAGEMENT

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Basic knowledge.

Objectives: To acquaint the students with the principles of management.

Course Contents:

1. Nature of Management and its Process

Meaning, nature of management and its process; planning, organizing,

directing, coordination and controlling.

2. Planning

Policies and procedures; methods of planning; decision-making process.

3. Organizing

Structure; principles and theories of organization; span of management;

centralization and de-centralization; line and sta� functions; delegation;

functional organization; formal and informal organization; growth in

organization, the work groups and leadership.

4. Sta�ng

Meaning, nature and functions of personnel management; selection,

training and development; performance appraisal.

5. Direction and Co-ordination

Communication, motivation, morale and leadership; internal and external

coordination; committees in management; management of change;

organization development (O.D.).

6. Controlling

Concepts and basic control process; essential of a good control system;

traditional and non-traditional control devices.

7. Management Style

Participative, Authoritative, MBO, etc.

Books Recommended:

1. Management : Heinz Weihrich and Harold Koontz

2. Management : Robert Kreitner

3. Management : Gri�en

28

FOUNDATION LEVEL

SUBJECT CODE: HRMIR 101 HUMAN RESOURCE

MANAGEMENT AND INDUSTRIAL RELATIONS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge.

Objective: To provide thorough knowledge of principles and practice of human resource management and industrial relations necessary for management of business entities.

Course Contents:

PART A: HUMAN RESOURCE MANAGEMENT (50 MARKS)

1. Introduction to Human Resource Management

Nature, signi�cance, scope and status, concepts; human resource management functions and objectives, professionalization of human resource management in Bangladesh; human resource management in changing scenario of business; new directions in human resource management.

2. Structure and Role of Human Resource Management

Human resource inventory; human resource manager; organization and functions; human resources management development - organizational strategy.

3. Human Resource Planning and Procurement

Meaning, objectives and signi�cance; steps in human resource planning, forecasts – demand analysis; quantitative and qualitative aspects of human resource planning; job analysis and job description, recruitment and selection - process and policies, interviewing; induction and placement; sta�ng; career planning; succession planning.

4. Human Resource Training and Development

Identi�cation of training needs – qualitative and quantitative; training curriculum planning; choice of training methodologies; training facilities

29

LEVEL-I INTERMEDIATE

and equipments; in-service training; outside training; re-training; advanced training; designing training programmes; employee counseling; executive development programmes; evaluation of training and development programmes; career planning and career development; promotion, transfer and demotion.

5. Performance Appraisal

Nature, objectives, limitations–various methods – personnel records, HR audit, human resource accounting, job evaluation.

6. Compensation Management

Nature of employee bene�ts - statutory and customary; wage plans and policies; pro�t sharing and incentive plans; compensation package and terminal bene�ts; impact of compensation and employees bene�t and organizational e�ectiveness; employee bene�t programmes. 7. Human Resource Departing

Redundancy, retirement, dismissal and voluntary resignation.

Books Recommended:

1. Management : Heinz Weihrich and Harold Koontz

2. Human Resource Management Fisher, Schoenfeldt Shoaw

3. Human Resource Management : Gray Deesler

4. Principles of Personal Managemen : Edwin B. Flippo.

PART B: INDUSTRIAL RELATIONS (50 MARKS)

1. Industrial Relations

Concepts, approaches and organization, importance, constituents of industrial relations, dimension of industrial relation at work, successful industrial relations programme, industrial discipline, grievances.

2. Anatomy of Industrial Relations

Genesis of industrial con�icts, industrial unrest, industrial disputes - classi�cation, causes, industrial peace, strikes and lock outs.3. Labour Management

30

Conditions of service and employment; Employment of adolescent; maternity bene�t; health and hygiene; safety; special provisions relating to health, hygiene and safety; welfare; working hours and leave; wages and payment; wages boards; miscellaneous.

4. Industrial Disputes

Causes, disputes; prevention; settlement methods – under the law, tripartite bodies, work committee, conciliation, labour court.

5. Collective Bargaining

Concept, main features, principles, contents and coverage; process of negotiation, forms, agreements, industrial democracy, participative management.

6. Dispute Settlement Mechanism

Conciliation, role of conciliator, duties and responsibilities - voluntary and compulsory; arbitration – references, procedure.

7. Union Negotiations

Meaning, objectives, signi�cance, scope, union-management interaction – contract negotiation, contract administration, informal joint constitution; parallel negotiations.

8. Workers Pro�t Participation Fund

Establishment of participation and welfare fund, management of funds, investment and utilization of participation fund, accounts and audit of funds.

Books Recommended:

1. The Bangladesh Labour Code 2006 : Md. Abdul Halim

Masum Saifur Rahman

2. Relevant Acts and Regulations

31

SUBJECT CODE: GCL102 GENERAL & COMMERCIAL LAWS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge

Objective: To acquaint the students with the important commercial laws,

knowledge of which is essential for an understanding the legal

implications of the general activities of a modern business organization.

Course Contents:

1. Sources of Law

De�nition, Types, Categories, Sources, General Law vs Commercial Law,

Legal Right & Moral Right, Justice and equity and good conscience.

2. Constitution

Fundamental writs, freedom of trade, commerce and intercourse;

constitutional provisions relating to State monopoly; writ jurisdiction of

High Court Division; di�erent types of writs especially habeas corpus.

3. Law relating to contract

Contract-meaning; essentials of a valid contract; nature of contract;

performance of contract; termination and discharge of contract; indemnity

and guarantee; bailment and pledge; Doctrine of Frustration.

4. Law relating to Sale of Goods

Essentials of a contract of sales; sale distinguished from agreement to sell,

bailment, contract for work and labour and hire-purchase; conditions and

warranties; transfer of title by non-owners ; doctrine of caveat emptor;

performance of the contract of sale; unpaid seller-his • rights against the goods and the buyer.

5. Law relating to Negotiable Instruments

De�nition of a negotiable instrument; instruments negotiable by law and

by custom; types of negotiable instruments; parties to a negotiable

instrument - duties, rights, liabilities and discharge; material alteration;

crossing of cheques; payment and collection of cheques and demand

drafts; presumption of law as to negotiable instruments.

32

EXECUTIVE LEVEL- I

6. Law of Agency

De�nition of agency and the general nature of an agency. Creation of agency

by express and implied agreement, rati�cation, estoppel and necessity.

Termination of agency through act of parties and operation of law.

7. Law relating to Partnership

Nature of partnership and certain similar organizations-co-ownership, joint

Hindu Family; partnership deed; rights and liabilities of partners including

those of newly admitted partners, retiring and deceased partners; implied

authority of partners and its scope; registration of �rms; dissolution of �rms

and of the partnership.

8. Law relating to Stamps

Methods of stamping; consequences of non-stamping and under stamping;

impounding of instruments; construction of instruments for determination

of stamp duty payable; adjudication; allowance and refund; penal

provisions.

9. Law relating to Societies Registration

General concept relating to registration of societies; property of societies

how vested; suits by and against societies; enforcement of judgment

against societies; dissolution of societies.

10. Law relating to Trusts

General concept relating to trusts; creation of trust; duties and liabilities of

trustees; rights and powers of trustees, disabilities of trustees and rights

and liabilities of the bene�ciary.

11. Law relating to Transfer of Property

Important de�nitions; movable and immovable property; properties which

cannot be transferred; rule against perpetuities; lispendens; provisions

relating to sale, mortgage, charge, lease, gift and actionable claim.

12. Law relating to Arbitration

Appointment of arbitrators - procedure; judicial intervention;

commencement; enforceability; appeals.

Books Recommended:

1. Constitution of Bangladesh

2. Relevant Acts

3. Commercial Law : Sen&Mitra

4. Commercial Laws : Ma�zul Islam

33

SUBJECT CODE: CA 103 CORPORATE ACCOUNTING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working Knowledge

Objectives: To develop understanding of the concepts and practices

associated with �nancial reporting in companies, groups of companies and

other organizational entities.

Course Contents:

1. Introduction

Concept of Corporate accounting; Recognition of pro�t – increase in value

and matching; Timing of revenue recognition; Not-for-pro�t bodies.

2. Methods of Financial Measurement

Theoretical roots of current purchasing power accounting and current cost

accounting; de�ning company pro�t; Historical cost accounting, Current

purchasing power accounting and current cost accounting compared;

In�ation, pro�t and capital employed.

3. Accounting Theory and Regulation

Market imperfections and the need for regulation; The need for a

theoretical framework; Framework for the preparation and presentation of

�nancial statements; Sources of regulation; Accounting standards – a boon

or curse?; Value-added statement; Related party disclosures.

4. Structure and Content of Financial Statements

Presentation of �nancial statements; Non-recurring pro�ts and losses;

Share Capital; New and discontinued operations; Segmental reporting;

Limitations of published accounts; Statement showing change in equity.

5. Valuation of Assets and Liabilities

Re-measurement of assets and liabilities; Treatment of: property, plant and

equipment; Government grants; Investment properties; Goodwill and

intangible assets; Inventories and construction contracts; Taxation;

Provisions and contingencies; Events after the balance sheet date and

retirement bene�ts; Impairment of assets; Financial instruments; Reporting

34

EXECUTIVE LEVEL- I

the substance of transactions: leasing, sale and repurchase agreements,

quasi-subsidiaries, factoring of trade receivables, capital instruments.

6. Holding & Subsidiary Accounts

Combinations based on assets or shares; Consolidated balance sheet:

goodwill, post-acquisition pro�ts, minority interest, other consolidation

adjustments; interpreting consolidated balance sheet; Consolidated

income statement; Investment in associates; Interest in joint ventures;

Limitations of group accounts.

7. Foreign Currency Translation

Foreign currency transactions; Foreign operations; The current rate

method; Combining home and overseas activities; The choice of home

country.

8. Capital Reduction, Reorganization and Reconstruction

Distributable pro�ts; Bonus issues; Reduction of capital; Redemption of

shares and the purchase by a company of its own shares; Failure, losses and

capital erosion; Liquidation; Capital reconstruction

9. Interpretation of Accounts – Ratios

Principles of ratio analysis; classi�cation of accounting ratios; ratios

measuring solvency and �nancial strength; asset turnover ratios; Pro�t

ratios; earnings per share; gearing; limitations

10. Interpretation of Accounts – Cash Flow

Sources of cash; Applications of cash; The cash �ow statement;

Observations on the content of the cash �ow statement; Unbalanced

�nancial development; Cash-based accounting ratios.

11. Financial Statements of Banks, Insurance companies and other �nancial

institutions.

12. Merger of Companies

Accounting and concept related to Merger, acquisition, etc.

Books Recommended

1. Accounting Principles : Weygandt Kieso

2. Advanced Accounting : H. Chakraborty

3. Advanced Accounting : Mainuddin Khan

4. IFRS : Published by ICAB

35

SUBJECT CODE: CCRW 201 CORPORATE

COMMUNICATIONS AND REPORT WRITING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge.

Objective: To develop students’ ability to communicate correctly and

e�ectively in written English, on matters having relevance to day-to-day

business operations with emphasis on quality communication.

Course Contents:

1. Process of communication, barriers and gateways in communication;

structure – means, modes and types of communication; feedback in

communication; social aspect of communication.

2. E�ective speaking – principles of e�ective oral communication –

speech preparation; observing protocol; voice control, pronunciation,

body language; cues and clues; techniques of e�ective speech;

inter-personal communication – art of conversation, conversational

control; o�cial and social functions; interviews – art of interviewing,

types of interviews, conduct of interview, recording of interviews, job

related interviews.

3. Representation and inter-personal skills - principles of e�ective

written communication – presentation of matters in writing in logical

manner to business, social and governmental authorities;

representation at public forums; press releases; preparation of

bio-data and resume.

4. Art of public relations; establishment of liaison, rapport with people

and organizations; social events participation, drafting of corporate

notices and advertisements, corporate image building.

5. Art of conducting negotiations; people counseling; con�ict resolution

and problem solving techniques; art of listening and understanding,

winning over opponents; art of persuasion and in�uencing.

6. Report writing; preparation of promotional articles, bibliography;

representation of facts and �gures; preparation of summaries.

36

EXECUTIVE LEVEL- II

7. Conducting meetings and discussions; press conferences, formal and

informal meetings, exhibitions, surveys, road-shows, launches,

campaigns.

8. Development of conceptual and analytical skills – comprehension of

key issues from complex material; identi�cation of priorities;

integration of diverse sources of information; clarity in thinking.

9. Personal and professional development; ingraining general and useful

knowledge; emotional intelligence; personal conduct and behavior,

self con�dence, initiative and motivation, business acumen, creativity,

innovation and up gradation, planning for change, adapting to new

situations, emotional stability, knowledge sharing and using, team

building and leading.

10. Business Correspondence related to Personnel, Purchase, Sales,

Accounts, Miscellaneous letters.

11. Administration and Miscellaneous: Drafting of telegraphic and

facsimile messages, messages through electronic media; public

notices and invitations; representations to Trade Associations,

Chambers of Commerce and public authorities.

12. Inter-departmental Communication: Internal memos; o�ce circulars;

o�ce orders; o�ce notes; representation to chief executive and

replies thereto; communication with regional/branch o�ces.

13. Preparation of Press Releases.

14. Essay Writing: Essays on matters of current interest on trade,

commerce, industry and profession.

15. Précis Writing: Preparation of summary of o�ce notes; summary of

matters appearing in economic and commercial dailies and journals

for use in committee meetings in the o�ce; summary of decisions

taken in meetings and conferences.

Books Recommended:

1. English Grammar, Composition and Correspondence : Pink & Thomas

2. English Grammar Composition and Usage : Nes�eld

3. Report Writing for Business : Raymond V. Lesikar

4. Basic Business Communication : Raymond V. Lesikar

5. Business Communication : Zane K. Quible

37

SUBJECT CODE: DITL 202 DIRECT & INDIRECT TAX LAWS

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge

PART-A: DIRECT TAX LAWS (50 MARKS)

Objectives:

(i) To impart knowledge of the basic principles underlying the

substantive provisions of direct and indirect tax laws to the students.

(ii) To equip students with application of principles and provisions of

direct tax laws in computation of income and taxation of a 'person'

excluding companies under various heads of income and their

assessment procedures.

Course Contents:

1. Income Tax Ordinance 1984

i. Important de�nitions, concepts in the terms of Income Tax

Orinance,1984

ii. Heads of income chargeable to tax, Basis of charge, scope of total

income, TIN certi�cate

iii. Income tax authorities, their appointment, jurisdiction and powers

iv. Exemptions and allowances as contained in the sixth schedule IT

Ordinance,1984

v. Income deemed to accrue or arise in Bangladesh and deemed to be

received in Bangladesh

vi. Income exempt from tax, residential and non-residential status.

Unexplained investments

vii. Computation of total income of individual, a �rm and its partners from

the following sources of income and tax payable thereon-salaries,

interest on securities, income from house property, agricultural

income, income from business or profession, capital gains, income

from other sources.

viii. Income of other sources included in assessee’s total income;

aggregation of income and set o� or carry forward of losses;

38

EXECUTIVE LEVEL- II

‘deductions to be made in computing total income‘. Rebates and reliefs in

respect of income tax; rates of applicable taxes and tax liability.

ix. Payment collection and deductions of tax before assessments and

income tax rules relating thereto. Advance Income Tax. Tax deduction

at source. Provisions relating to collection and recovery of tax.

x. Taxation of every person viz., individuals including non-residents,

Hindu undivided family, �rms, association of persons, co-operative

societies, trusts and charitable and religious institutions, also

companies.

xi. Submission of return and statements and prescribed time and limit

thereof. Provisions concerning procedure for

assessment/re-assessment.

xii. Assessment including self-assessments of individuals and private

Limited Companies and Firms.

xiii. Deduction allowable in computing income from business, profession,

house property, capital gain, agricultural income, interest on

securities and other sources and deduction not admissible in certain

circumstances.

xiv. Procedures of appeals and revision provisions. Reference to various

appellate authorities including application to taxes settlement

commission.

xv. Penalties imposable, o�ences and prosecution

xvi. Contemporary and recent issues.

2. Gift-tax

Statutory de�nition of gift; valuation of gift; tax-exempted gifts; return of

gifts; assessment and recovery of gift tax; penalties and prosecution.

PART B: INDIRECT TAX LAWS (50 MARKS)

(i) To impart and share knowledge about the Value Added Tax law, Rules

and procedures applicable in Bangladesh.

(ii) To impart knowledge about the Customs Act, Import and Export

policy order applicable in Bangladesh.

(iii) To equip students with application of customs and VAT Act provisions

with examples of Duty/tax assessment/calculation procedure.

39

Course contents:

1. The Customs Act 1969: Customs Duty, objectives of Customs Duty, its

importance, necessary de�nitions, Authorities and Administration,

Prohibitions, Levy of duties, Exemptions, Valuation of import goods,

Date for determination of rate of duty, Assessment (including

provisional assessment and Clearance of goods, Auction (Section 82),

Refund, Drawback, Warehousing, Clearance for exportation (S 131),

O�ences and Penalties, Power of Adjudication, Summary

adjudication (Section 184), , Recovery of Government dues (S 202), C&

F agents (S.207), Liability of Principal and Agent (S. 209).

2. IPO and EPO: Some important issues of Import and Export Policy

Order.

3. Value Added Tax: Value addition as a concept, De�nitions, Registration

under VAT Act, Value added Tax (Input and output VAT), Evolution of

VAT in Bangladesh, VAT mechanism for goods: price declaration, VAT

assessment, Input tax credit/Rebate, Advance Trade Vat (ATV), Time

and methods of VAT payment, VAT exemptions and zero rate, VAT on

services, Services exempted from Vat, VAT deduction at source, Credit

notes and debit notes, VAT Return-submission and examination of VAT

return, O�ences and Penalties, Refund, Drawback on export (Rules

28-30), taxes under VAT Act such as Supplementary duties, turnover

tax, cottage industry facility, VAT records and Audit, Recent changes.

Books Recommended

1. Value Added Tax (VAT) Act, and Rules, Relevant SROs and Orders

2. The Customs Act, 1969 (including First Schedule)

3. Import and Export Policy

4. Value Added Tax System of Bangladesh (Act, rules and procedures):

Dr. Mohammad Abdur Rouf

40

SUBJECT CODE: ELW 203 ECONOMIC LAWS & WTO

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working Knowledge

Objectives: To provide understanding of certain economic and industrial

legislation which have direct relevance to the functioning of the

companies and to provide understanding of WTO and rules and practices

related to international trade.

Course Contents:

PART-A: ECONOMIC LAWS (50 MARKS)

1. Industries Development and Regulation

Industrial & Export-Import policy - de�nition and clari�cation of industries,

public and private sector investment, foreign investment.

2. Board of Investment

Formation, its role, functions and activities.

3. Laws Relating to Investment

An overview of law & policies related to investment, Public-Private

Partnership (PPP) EPZ, power, telecommunication, ports and roads;

Government Policy, legislation and authorities. The legal framework will

include – laws relating to power, ports, Bangladesh Telecommunication

Regulatory Authority (BTRC), Energy Regulatory Commission, etc.

4. Trade Organization Ordinance

De�nitions, classi�cation, licensing and registration, membership,

cancellation of registration, etc.

5. Pollution Control and Environmental Protection

Concept of sustainable development, Government policy regarding

environment and related laws.

41

EXECUTIVE LEVEL- II

6. Competing Laws

Procedure for registration of agreements relating to certain trade practices;

procedure for investigation/ inquire by the Monopolies and Restrictive

Trade Practices Commission and other authorities in relating to restrictive,

unfair and monopolistic trade practices; globalization of market and

consumer protection- appearance before Consumer Dispute Redressal

Forums.

7. Intellectual Property

Concept and objectives; various provisions of Trade Related Aspects of

Intellectual property Rights agreement- intellectual property system in

Bangladesh; Law and procedure relating to patents, trademarks, copyright,

designs, etc. international conventions relating to intellectual property.

8. Contemporary &Recent Issues.

PART-B: WTO - INTERNATIONAL TRADE, JOINT VENTURES AND FOREIGN

COLLABORATIONS (50 MARKS)

1. International Trade and Trading Blocks

Theory and policy, institutionalization of international trade, pre-GATT

scenario, GATT and international trade, establishment of World Trade

Organization; other international trade organizations including regional

economic blocks - ASEAN, SAARC/ SAPTA, NAFTA, EC, etc.

2. World Trade Organization (WTO)

Basic Principles of WTO and GATT; their functions and areas of operations,

various agreements under WTO.

3. Anti-dumping Duties

WTO provisions on anti-dumping; anti-dumping laws – anti-dumping

duties, regulatory framework, procedure and developments therein.

4. Subsidies and Countervailing Duties

WTO provisions on subsidies and countervailing duties, administration of

countervailing duties, procedure for countervailing duties and emerging

trends.

42

5. Foreign Collaborations and Joint Ventures

Industrial Policy and Foreign Direct Investment : kinds of collaboration and

joint ventures, negotiating foreign collaboration/joint venture; drafting of

agreement, restrictive clauses in the foreign collaboration/joint venture

agreements; Bangladeshi joint ventures abroad.

6. Settlement of Disputes under WTO

Dispute settlement under WTO - rules, regulations and procedures relating

to settlement of disputes under WTO.

7. International Commercial Arbitration

International commercial contract and international commercial

arbitration, drafting of arbitration agreements, etc., procedure for

international commercial arbitration, international arbitration institutions.

Books Recommended

1. Anti-dumping Measures under GATT/WTO : Sheela Rai

2. Understanding International Trade law : Simone Schnitzer

3. Joint Ventures, International Business with : M.B.Rao

Developing Countries

4. Relevant Acts and Regulations

43

SUBJECT CODE: CLP 301 COMPANY LAW & PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Working Knowledge

Objectives: To provide conceptual understanding and working knowledge

of the provisions of the Companies Act 1994 (or of amendments thereof ).

Course Contents:

1. Introductions

Nature and functions of companies; concept of corporate personality and

nature of corporate characteristics -company as a person, resident, citizen,

2. Types of Companies

Public and Private Limited Companies; Companies Limited by Guarantee

and Unlimited Companies. Holding and Subsidiary Companies.

Comparison of registered companies with other forms of organizations

e.g., Sole Traders and Partnership; Joint Venture, Corporations, Local

Authorities, State Companies, Voluntary Authorities,

3. Formation of a Company

The Registrar of Joint Stock Companies and Firms; the contents and e�ects

of the Memorandum of Association, Articles of Association; Memorandum

and Articles on the website. Additional documents required for

incorporation, certi�cate of incorporation; commencement of business

and certi�cates of foreign companies.

4. Memorandum and Articles

Alternation of Memorandum and Articles of Association; limitations on

power of such alternations.

5. Promoters/Sponsors

Meaning and importance; position, duties and liabilities.

44

EXECUTIVE LEVEL- III

6. Corporate Transactions

Pre-incorporation contracts; deed of settlement, doctrine of ultra-vires.

7. Statutory Books

Kinds and nature, maintenance of books, electronic registers, Common

Seal.

8. Protection of Persons Dealing With a Company

The doctrine of constructive notice; doctrine of indoor management and

lifting of corporate veil

9. The Concept of Capital and Financing of Companies

Sources and categories of capital; classes and types of shares; equity with

di�erential rights; issue of shares at par, premium and discount; bonus

issues, rights issues, right issue rules, stock and share, issue of sweat equity

shares, employee stock option scheme; private placement.

10. Share capital Alteration

Alteration, increase of share capital; reduction of paid-up capital; forfeiture

and surrender.

11. Prospectus

De�nition; abridged prospectus; statement in lieu of prospectus; shelf

prospectus; information memorandum; contents, registration,

misrepresentations and penalties therefore, internet prospectus.

12. Initial Public O�er (IPO) Procedure

Various documents required by regulatory authorities; permission for IPO;

valuation of shares using di�erent methods.

13. Debt Capital

Ddebentures, debenture stock, bonds; new developments in corporate

debt �nancing; sinking fund, debenture trust deed and trustees conversion

of and redemption of debentures; creation of charges - �xed, �oating

charges and registration thereof.

45

14. Allotment and Certi�cates

Applications to subscribe for shares, debentures and other securities;

allotment rules, letters of allotment and renunciation; calls, forfeitures;

share certi�cates/shares warrants. Issue and re-issue of share certi�cates,

control and security for letters of allotment and share certi�cates, market

lots, splitting and consolidation, dealing with fractional shares, etc.

15. Membership

Modes of acquiring membership including through depository mode;

restriction on membership; rights and privileges of members limitations of

share membership. Transfer and transmission of securities in physical and

depository modes.

16. Case Study and Recent Developments.

Books Recommended:

1. Companies Act, 1994

2. Company Law and Practice : Dr. Khawaja Amjad Syeed

3. Company Meetings, Law and Procedures : B.K. Sen Gupta

4. All About Shares Management : A. K. A. Muqtadir

46

SUBJECT CODE: CSP 302 COMPANY SECRETARIAL PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Working Knowledge

Objectives: To provide expert knowledge and understanding of procedural

requirements on various matters relating to company secretarial practice.

Course Contents:

1. Incorporations and Conversions of Companies

Procedure for incorporation of private/public limited companies,

companies limited by guarantee and unlimited companies and their

conversions/ re-conversions; commencement of business; deed of

settlement; issue of certi�cates of incorporation and commencement of

business; specimen resolutions; commencement of business.

2. Alterations, Changes and Modi�cations

Procedure for alterations in Memorandum and Articles of Association of a

company i.e. change of name, objects, location of registered o�ce, share

capital, articles of the company; specimen resolutions thereof.

3. Allotment/ Change in Share Capital and Transfer and Transmission

Procedure for allotment, consolidation/subdivision of shares, conversion of

shares into stock-warrants, cancellation of shares, transfer/transmission of

shares, veri�cation of shares, issue of share certi�cates, forfeiture of shares,

checklists and specimen resolutions.

4. Central Depository System (CDS)

Concept of CDS, merits over current system, dematerialization,

rematerialization, Depository Participants under Depository Act, functional

concepts and regulation, etc. settlement under Depository System.

5. Appointments, Removal of Directors and Managerial Personnel

Procedure for appointment, reappointment, resignation, removal and

varying terms of appointments/reappointment of directors and

managerial personnel.

47

EXECUTIVE LEVEL-III

Procedure for payment of remuneration to directors and managerial

personnel and disclosures thereof, compensation for loss of o�ce, waiver

of recovery of remuneration, directors and o�cers liability insurance.

Procedure for making loans to directors, disclosure of interest by a

director/relatives, etc of a director.

Company Secretary- Appointment, resignation and removal of Company

Secretary, role of Company Secretary, functions and duties, relationship

with chairman and directors, secretary as advisor to the chairman and

board.

Chartered Secretary in Practice – Functions; procedure for appointment;

resignation and removal of Chartered Secretary in Practice.

Auditors-Procedure for appointment/reappointment, registration and

removal of statutory auditors and branch auditors; appointment of cost

auditors, special auditors, CAG audit.

6. Membership in a Company

Procedure for induction of members, expulsion of a member, variation of

members’ rights; procedure for making application to the Court/Company

Law Board; specimen resolutions.

7. Management of Company Meetings

Collective decision making forums: authority, accountability, delegation

and responsibility.

Board Meetings: convening and management of Board and Committee

meetings.

General Meetings: convening and management of statutory meetings,

annual and extraordinary general meetings, class meetings; preparation of

notice and agenda papers.

Procedure for passing of resolutions, conducting a poll, adjournment and

postponement of a meeting.

Post meeting formalities including preparation of minutes and

dissemination of information and decisions including �lling thereof.

Resolution by Circulation

48

8. Preparation of Annual Reports

Balance sheet, pro�t and loss account/income and expenditure statement,

auditor’s report, directors’ report, statement on corporate governance,

directors’ responsibility statement, compliance certi�cate; chairman’s

statement.

9. Creation/Modi�cation/Satisfaction of Charges and Registration thereof

Procedure for creation/modi�cation satisfaction of charges and

registration thereof by the register of Companies; specimen resolutions.

10. Inter-corporate Loans, Investments, Guarantee and Security

Procedure for making inter-company loans, investments, giving of

guarantees and providing of security; specimen resolutions.

11. Declaration and Payment of Dividend

Procedure for ascertainment, declaration and payment of dividend;

resolutions for interim and �nal payment; transfer of unpaid/unclaimed

dividend to Investor Education and Protection Fund; specimen resolutions.

12. Maintenance of Statutory Books / Registers and Filling of Returns

Maintaining and monitoring of statutory books/registers prescribed under

various provisions of the company law and �ling of various forms/ returns

to Registrar of Companies; streamlined procedure for registration of

documents; procedure and penalties for delayed �ling, etc. electronic

maintenance of registers and returns �ling.

Books Recommended:

1. Companies Act, 1994

2. Securities and Exchange Rules 1987 (as amended)

3. Securities & Exchange Regulations

4. Central Depository System (CDS) Act

5. Handbook for Company Secretary : A.K.A. Muqtadir

6. All About Shares Management : A.K.A. Muqtadir

49

SUBJECT CODE: ITMA 303 INFORMATION TECHNOLOGY

AND COST & MANAGEMENT ACCOUNTING

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of knowledge: Working knowledge.

Objectives: To provide to the students an understanding of information

systems and use of information technology in business & to equip students

with necessary concepts, techniques and skills of cost and management

accounting.

Course Contents:

PART A: INFORMATION SYSTEMS (50 MARKS)

1. System Analysis and Design – An Overview

System study; system design, development and implementation, testing

and conversion.

2. Management Information Systems – An Overview

Management information systems concept; evolution and elements of MIS;

de�nition, characteristics and basic requirements of MIS; structure of MIS;

computerized MIS; approaches of MIS development; pre-requisites of an

e�ective MIS; computers and its e�ect on MIS, limitations of MIS; MIS v.

data processing; MIS and decision support systems, MIS and information

resource management, executive information and decision support

systems; arti�cial intelligence and expert system, MIS in Bangladeshi

organizations; recent developments in information technology.

3. Computer Hardware

Computers - an introduction, bene�ts and drawbacks of computers;

computer system concept; types, categories, generation and trends in

computers; components of a computer system; primary and secondary

storage; computer storage capacities; computer peripherals - inputs,

output and storage devices; number system (binary; octal; hexadecimal

and their operations) for computers; security of computer hardware,

hardware standards, acquisition and selection of computers.

50

EXECUTIVE LEVEL-III

4. Computer Software

Computer software - an introduction, software trends; systems software -

operating systems, utilities, assembler, complier, linker, loader;

multi-programming, multiprocessing, time sharing, batch processing,

on-line and real time processing; application software; computer virus and

crimes.

5. Data Base

Data base concepts, data structure, data base management system, data

base �les.

6. Computers and Communication – An Overview

Information technology - the concept of global village, on-line information

services, electronic bulletin board systems; the internet; intranet; extranet;

electronic mail; interactive video; communication channels;

communication networks; local area networks; wide area networks; video

conferencing; emerging information technologies in new millennium.

7. Client/Server Computing

Communication servers; digital networks; electronic data interchange and

its applications; enterprise resource planning systems (ERP systems);

inter-organizational information systems; value added networks.

8. Electronic Commerce and Internet

E-Commerce – basics; e-commerce and internet; applications of internet;

website management; multi-media.

9. Contemporary Issues and Developments.

Books Recommended:

1. Introduction to Computer : Peter Norton

2. Management Information System : Jerome Kanter

3. Controllership - The Work of Managerial Accountant : Wilson and

Campbell

4. Computer Data Processing : Gordon B. Davis

51

PART-B MANAGEMENT ACCOUNTING (50 MARKS)

1. Introduction

Management accounting – meaning, nature and scope; role of

management accountant, tools and techniques of management

accounting; distinction between �nancial accounting, cost accounting and

management accounting; cost concepts and cost classi�cation; objectives

of costing system; establishing costing system;

2. Elements of Cost:

• Material Cost – purchase procedures, store keeping and inventory control, �xing of minimum, maximum and re-order levels, ABC

analysis, pricing of receipts and issue of material and accounting

thereof, investigation and corrective steps for stock discrepancies;

accounting and control of wastage, spoilage and defectives.

• Labour Cost – classiication of labour costs, payroll procedures, labour analysis; monetary and non-monetary incentive schemes;

measurement of labour e�ciency and productivity; labour turnover

and remedial measures; treatment of idle time and overtime.

• Direct Expenses – nature, collection and classiication of direct expenses and its treatment.

• Overheads – nature, classiication, collection, allocation, apportionment, absorption and control of overheads.

3. Methods of Costing

Output or unit costing; job and batch costing; operating costing; contract

costing; process costing – treatment of by-products and joint products;

process loss.

4. Budgetary Planning and Control

Preparation of various types of budgets, advantages and limitations;

budgetary control reports to management; zero base budgeting;

performance budgeting.

5. Standard Costing and Variance Analysis

Standard costing distinguished from budgetary control; types of

standards, determination of standards, variance analysis; disposal and

52

reporting of variances to management.

6. Marginal Costing and Break-even Analysis

Marginal costing distinguished from absorption costing; application of

marginal costing; contribution concept and decision making;

cost-volume-pro�t relationship; break-even analysis, preparation of

break-even charts, pro�t – volume graph; practical application of pro�t

volume ratio.

7. Analysis and Interpretation of Financial Statements

Nature, objectives; latest trends in presenting �nancial data; importance

and limitations; types and tools of �nancial statement analysis; accounting

ratios - classi�cation, advantages and limitations; inter-�rm comparisons.

8. Accounting for Price Level Changes

In�ation accounting, limitations of historical cost accounting, and methods

of accounting for changing prices.

9. Responsibility Accounting

Basic principles, centers of control; responsibility reporting,

implementation, organizational aspects, bene�ts and di�culties;

management reporting system; behavioral consideration in accounting;

social reporting.

Books Recommended:

1. Management Accounting : I. M. Pandey

2. Cost and Management Accounting : S. P. Jain & K. L. Narang

3. Cost and Management Accounting : M. N. Arora

53

SUBJECT CODE: BNILP 304 BANKING,

NBFI & INSURANCE -LAWS & PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Working Knowledge

Objectives: To provide good understanding of the role and working of

banking, insurance and NBFI management.

Course Contents:

PART-A BANKING LAW & PRACTICE (40 MARKS)

1. Introduction to Banking

Historical perspective; emergence and importance of commercial banking;

Islamic banking; an overview of development in banking sector in

Bangladesh. Financial Systems in Bangladesh. Bangladesh Bank

(Nationalization) Order, 1972 (President Order No. 26 of 1972).

2. Relationship between Banker and Customer

Legal framework - corporate banking, Loans and Advances, classi�cations

and provisioning, loan documentation.

3. Law and Procedure Governing Banking Instruments

Cheque, bill of exchange, letter of credit, etc.

4. Management of Assets

Assets and Liabilities in commercial bank. Maintaining of capital under the

guideline of Basel Committee.

5. Lending Policies

Risk and pro�tability planning.

6. Money Laundering

Genesis, concept and de�nitions, various transactions, etc. obligations of

banks and �nancial institutions.

7. Development Banking

EXECUTIVE LEVEL-III

54

Level of Knowledge: Working Knowledge

Objectives: To provide good understanding of the role and working of

banking, insurance and NBFI management.

Course Contents:

PART-A BANKING LAW & PRACTICE (40 MARKS)

1. Introduction to Banking

Historical perspective; emergence and importance of commercial banking;

Islamic banking; an overview of development in banking sector in

Bangladesh. Financial Systems in Bangladesh. Bangladesh Bank

(Nationalization) Order, 1972 (President Order No. 26 of 1972).

2. Relationship between Banker and Customer

Legal framework - corporate banking, Loans and Advances, classi�cations

and provisioning, loan documentation.

3. Law and Procedure Governing Banking Instruments

Cheque, bill of exchange, letter of credit, etc.

4. Management of Assets

Assets and Liabilities in commercial bank. Maintaining of capital under the

guideline of Basel Committee.

5. Lending Policies

Risk and pro�tability planning.

6. Money Laundering

Genesis, concept and de�nitions, various transactions, etc. obligations of

banks and �nancial institutions.

7. Development Banking

Development banking as distinguished from commercial banking; growth

of development banking; role of development banks in economic

development.

8. Bangladesh Bank and its Control on Commercial Banks

Impact of Bangladesh Bank's policies on operations of commercial banks;

specialized �nancial institutions. Bangladesh Bank Order, 1972 (President

55

Order No. 127 of 1972).

9. Law Relating to Banking Regulations

Bankers' book evidence; recovery of debts due to banks and �nancial

institutions.

10. Regulation and Management of Foreign Exchange

Objectives and de�nitions under Foreign Exchange Regulations Act 1947,

dealings in foreign exchange, holding of foreign exchange etc., current

account transactions, capital account transactions, export of goods and

services, realization, and repatriation of foreign exchange, exemptions,

authorized person and penalties. Foreign Private Investment (promotion

and protection) Act - De�nition, foreign private investment, protection and

equitable treatment, sanction, indemni�cation, expropriation and

nationalization, repatriation of investment.

11. Banking Sector Reforms in Bangladesh

An overview; cooperative banks; nationalized banks; private sector banks;

international banking - foreign banks, recent developments in banking

sector.

12. Secretarial Practices relating to the Banking Companies Act, 1991

including capital, director, dividend, reserve, liquid assets, power of

Bangladesh Bank and Government, submission of returns, audit and

inspection, punishment, acquisition and winding-up.

PART-B INSURANCE LAW & PRACTICE (40 MARKS)

1. Introduction

Insurance- meaning, nature, role and importance; essential requirements

and principles of insurance; re-insurance; Double Insurance, Kinds of

Insurance, di�erent types of non-life insurance, non-life insurance and life

insurance, Organization of insurance Business in Bangladesh,

nationalization of insurance business in Bangladesh; Insurance Regulatory

Development Authority Act; Insurance Contract.

2. Life Insurance

De�nition, Features of life insurance contract; proposals and policy and its

classi�cation; assignment and nomination; title and claims; concept of

trusts in life policy; Jibon Bima Corporation - role and functions.

56

57

3. Fire Insurance (Non-Life)

Nature, uses and elements of �re insurance; various types of �re policy;

policy conditions: subrogation, re-insurance, contribution; average clause,

proximate cause; claims and recovery and ex-gratia payment.

4. Marine Insurance(Non-Life)

Law relating to marine insurance; scope and nature; types of marine policy;

marine losses, insurable interest; disclosure and representation; payment

of claims, proximity cause; voyage; warranties; measurement of

subrogation; contribution; under insurance.

5. Miscellaneous Insurance (Non-Life)

Nature, disclosure, terms and conditions; claims and recovery; third party

insurance; compulsory motor vehicle insurance; burglary, accident

insurance and other miscellaneous insurance.

6. Risk Management

Risk and uncertainty; classi�cation of risk; source of risk-external and

internal; nature, risk analysis, planning, control and transfer of risk;

administration of company's properties and provision of adequate security

arrangements.

7. Insurance Surveyor ship

Appointment, legal provisions and licensing, functions.

8. Company Secretary vis-a-vis insurance and risk management; recent

developments in the insurance sector in Bangladesh.

9. Secretarial Practices Relating to Insurance Act, 2010.

PART-C: FINANCIAL INSTITUTIONAL LAW & PRACTICE (20 MARKS)

1. Introduction

Financial Institutions; de�nition; licensing, reserve fund, dividends and

balance sheet; regulation of business; holding of liquid assets; moratorium;

reconstruction etc. or �nancial institution -o�ence of penalties cognizance

of o�ence; Lease Financing.

2. Secretarial Practices relating to the Financial Institutions Act, 1993

including capital, director, dividend, reserve, liquid assets, power of

SUBJECT CODE: ACLP 401 ADVANCED

COMPANY LAW AND PRACTICE

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Expert

Objectives: To develop and understanding of the regulation by law of

registered companies.

Course Contents:

1. Management & Control of Companies

• Directors: Appointment/re-appointment, quali�cations,

disquali�cations, remuneration, vacation of o�ce, retirement,

resignation and removal; loans to directors; powers and duties; o�ce of

pro�t; role of directors, borrowing powers and disclosure of interests.

• Managing and whole-time directors and manager: Appointment,

re-appointment, powers and duties.

• Company Secretary: De�nition of Secretary; appointment, position,

quali�cations, powers, duties and liabilities; role of company secretary

as statutory o�cer, as coordinator and as chief administrative o�cer as

public relation o�cer.

• Chief Compliance O�cer (CCO): Necessity, scope and responsibilities,

statement of CCO.

• Chartered Secretary in Practice: De�nition of company secretary; who

can practice; areas of practice; certi�cation by company secretary in

practice professional duties and code of conduct; provision of the

Chartered Secretaries Act, 2010 and the Chartered Secretaries

Regulations, 2011.

2. Meeting

• Meeting of Directors and Committees: Frequency, convening and

proceedings of Board/Committee meetings and minutes.

• General Meetings: Kinds of general meetings and resolutions; law,

practice and procedure relating to convening and proceedings at

general and other meetings; decorum at general meeting, recording

and signing of minutes etc.

58

PROFESSIONAL- I

3. Investments and Loans

Law relating to making investments in and granting loans to other

body corporate and giving guarantees and providing security.

4. Divisible Pro�ts

Ascertainment of divisible pro�ts; declaration and payment of

dividend.

5. Accounts and Audit Statutory books to be kept; form and content of the �nancial

statements; disclosure of accounts of holding and subsidiary companies; auditor's report. Appointment, resignation and removal of auditors; rights, duties and liabilities of auditors, powers of the Government to director special audit; cost audit, secretarial audit.

6. Board’s Report and Disclosures

Preparation; disclosures; directors’ responsibility statement.

Compliance certi�cate – need and purpose; issue and signing by

practicing chartered secretary; disclosure and �ling.

7. Registers and Returns Maintenance, authentication, presentation and inspection of statutory

books/registers prescribed under various provisions of the company law and �ling of various forms/returns to Registrar of Joint Stock Companies & Firms; procedure and penalties for delayed �ling, etc. Annual Return-Nature and signi�cance; contents; �ling-preparation and disclosures; signing, certi�cation and �ling; maintenance, place of keeping and its inspection.

8. Inspection and Investigation Inspection of documents, books of account, registers etc; powers of the

inspector, seizure of books and documents, inspector’s report; power of the Registrar of Joint Stock Companies & Firms, investigation into a�airs of the company.

9. Majority Rule and Minority Rights Law relating to majority powers and minority rights. Shareholder

remedies-actions by shareholders; statutory remedies; personal actions; prevention of oppression and mismanagement.

10. Application of Company Law to Di�erent Sectors such as Banking, NBFI,

Insurance, etc.

11. O�ences and Penalties – an overview.

12. Winding up of Companies: Concept and modes.

13. Case Studies relating to current topics on above.

59

SUBJECT CODE: CFM 402 CORPORATE

FINANCIAL MANAGEMENT

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Expert

Objectives: To provide an understanding the issues involved in corporate

�nancial policy, planning, decision- making and control.

Course Contents:

1. Financial objectives and requirements

• The inancial objectives of the main types of organization: public and private limited companies, statutorycompanies, trusts, and companies

limited by guarantee

• Determination of inancial requirements and their impact on business planning and decision-taking

• The role of inancial audit

2. Sources of �nance

• Stock markets• The Alternative Investment Market and over-the-counter markets• The institutions that work in and use these markets• Money markets• Option markets• Other sources of inance including state funding, corporate donations,

sponsorship, grants and subscriptions

3. Share and loan capital

• Types of share capital• Authorized and issued capital• Methods of issuing shares• Pricing new share issues• Dividend policy, including scrip dividends• Share re-purchases• Loan capital• The nature of debt• Debenture stock, convertible stock, warrants• Leasing and hire purchase• Bank loans and overdrafts

60

PROFESSIONAL-I

• International capital markets• Retained funds as a source of inance

4. Capital structure and the cost of capital

• Costs of individual types of inance• Risk and return in relation to the cost of capital• Weighted average cost of capital• Portfolio theory and the Capital Asset Pricing Model• Market efficiency• Capital gearing• Capital structure theory and decisions

5. Working capital management

• Working capital and its importance• Planning and control of cash and marketable securities, debtors,

current liabilities and stock.

6. Capital investment appraisal

• Accounting Rate of Return• Payback Period• Net Present Value, Internal Rate of Return and their comparison• Implications of taxation and inlation• Capital rationing• Capital budgeting under uncertainty• Lease or buy decisions

7. Business reorganization

• Business expansion and inancial growth• Strategies for expansion and contraction• Mergers and acquisitions• Tactics in takeovers• Regulation of takeovers• Divestment methods• Prediction of business failure• Liquidation• Capital reconstruction schemes

8. International aspects

• Multinational operations• Foreign investment decisions• Financing overseas investment• Political risk and foreign exchange risk• Management of exchange rate risk

61

SUBJECT CODE: CG 403 CORPORATE GOVERNANCE

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To provide the knowledge and key skills necessary for the

Chartered Secretary to act as chief adviser to the Board on best practice in

corporate governance, and as the catalyst for systematic application in the

major global forms of organization.

Course Contents:

1. The De�nitions and Objectives of Corporate Governance

The corporate entity; legality, separation of ownership and operation; The

concepts of ownership and accountability, ethics and performance; The

‘enlightened shareholder and stakeholder’ concepts; The state as

shareholder; Models of hierarchic and functional relationships in sound

governance; Unitary (one-tier) and two-tier boards; The external and

internal pressures for sound governance; History and ongoing

developments in corporate governance; The reports: Cadbury and King

onwards; national and international sources; The Combined Code;

Institutional guidelines; Corporate governance guidelines: OECD; the

Commonwealth Association; corporate scorecards; BSEC; The governance

agenda in the developing and developed economies; International

networking.

2. Corporate Responsibility and Stakeholders

Internal and external stakeholders; Responsibility to various stakeholder

groups; Interest and inluence of various stakeholder groups; Elements of corporate social responsibility: employees, the environment, human rights,

communities and social welfare, social investment, ethical conduct.

3. The Regulatory and Ethical Framework

The role of legislation and regulation in corporate governance; The nature

and importance of compliance; Compliance statements; Explanation of

62

PROFESSIONAL-I

non-compliance; The ethical dimension: codes and practices; The

assessment of corporate performance: yardsticks and measurement,

corporate review, disclosure; Social and environmental responsibility:

importance, assessment and measurement; reporting; relevance to all;

industries and activities; Key concepts: openness and transparency,

honesty, probity, accountability, judgment, reputation.

4. The Basis of Sound Governance

The concept of best practice in governance: in companies, statutory

corporations and trusts; Understanding the distinct and separate roles,

duties and responsibilities of corporate o�cers and stakeholders,

chairman, chief executive o�cer, directors, secretary and

shareholders/members; Shareholders: majority control, minority rights, the

rights of members in guarantee companies; Responsibilities of institutional

shareholders, communications with shareholders; Internal controls; Overall

business risk management and review, including the recommendations of

the Turnbull Committee; Internal structural relationships in the

organization.

5. The Secretary and Corporate Governance

The importance and special position of the secretary, the role in sound and

e�ective governance; Appointment and quali�cation; Control of corporate

information and corporate reporting: the annual report, the website and

electronic communications; Communication with stakeholders; The

‘whistle-blowing’ concept: issues and problems, protection.

6. Board of Directors

Executive and non-executive directors; Chairman, managing director;

Shadow and alternate directors; The concept of independent directors;

Comparison of roles, needs, powers and duties; appointment,

reappointment and rotation, remuneration, removal, retirement and

disquali�cation; The importance of the proper mix of appointments to the

Board; Service contracts; Induction, orientation and training;

Responsibilities of the Board; Committees and their role; composition,

operation and accountability; especially audit, remuneration, nomination;

Board e�ectiveness directors’ liabilities, indemnity and insurance;

Borrowing powers; Conlict and disclosure of interest; Share dealing, model codes, insider dealing; Company records; Directors’ disclosures, service

63

contracts, remuneration and agreements.

7. Risk Management and Internal Control

Risk management committees in companies; Risk management policies,

systems and procedures; Risks in the business environment; The

implications of business risk and strategy selection for governance: a

general understanding only is required; Internal control risks: �nancial,

operational and compliance risks.

8. Audit

The contribution of internal and external audit to sound governance; Audit

reports and their use; Appointment, removal of auditor; Independence and

remuneration: rights, powers and duties in the governance framework;

Responsibilities to shareholders and the Board.

Books Recommended

1. Corporate Governance : Taxmann

2. Corporate Governance Principles, Policies and practices : A C Fernando

3. A Guide to Corporate Governance : N Gopalsamy

4. Corporate Governance: Concept & Dimensions : SanjivAgarwal

5. Corporate Governance: Contemporary, Issues and Challenges : P V Sarma & S Rajani (ed.)

64

SUBJECT CODE: CACT 404 CORPORATE

ADMINISTRATION & CORPORATE TAX

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To counsel knowledge and key skills in handling the

responsibilities of corporate administration in both the strategic and

functional contexts, to develop competence in advising the Board and

leading teams in administrative best practice, and in ensuring compliance

with external regulations and internal procedures.

Course Contents:

PART-A CORPORATE ADMINISTRATION (50 MARKS)

1. Role and functions

• The role and functions of the corporate administrator

• Administration as a support service in organizations

• The concept of best practice

• The sources and application of guides to best practice

2. Knowledge and information

• Concept and objectives; various provisions of Trade Related Aspects of

Intellectual Property Rights agreement and administrative best

practice

• Copyright and intellectual property, including asset protection system

in Bangladesh

• Trademarks and patents

• Information, data and technology as a corporate resource

• Technological change and innovation: internet and website

applications and management

• Security and integrity of information, control of access

• Data protection legislation

• Con�dentiality

3. Provident fund, Gratuity and Pension fund

• The management and proper control of pension schemes

65

PROFESSIONAL- I

• The impact of legislation

• Funds and their management

• Principles and practice of trusteeship, administrative secretary ship

and support

• The duties of trustees in law

• Trust deeds and rules

• The use of consultants and advisers

• Disaster planning

4. Corporate assets

• The management of physical assets

• Facilities administration: role and functions

• Security and the application of systems

• Purchasing principles and procedures

5. Corporate restructuring

• Meaning of corporate restructuring; scope and modes of restructuring

• Strategies

• Mergers and Amalgamation

• Takeovers

• Funding of Mergers and takeovers

• Valuation of Shares and Business.

6. Compliance Management

• Concept and signi�cance

• Systems approach to compliance management

• Process of establishment of compliance management system

• Compliance in letters and spirit.

7. Legal documentation

Books Recommended:

1. Creating Tomorrow’s Organization : David Birchall & Laurence

Lyons

2. Management Twenty-�rst Century : Subir Chowdhury

3. Organization Twenty-�rst Century : Subir Chowdhury

4. Premeaux Human Resource Management : Simon & Schuster

66

PART-B CORPORATE TAX (50 MARKS)

1. General Framework of Direct Taxation in Bangladesh

Di�erent direct tax laws and their inter-relationship in the scheme of

taxation in Bangladesh, importance of Income-tax Act and annual Finance

Acts.

2. Companies under Income-tax Laws

Classi�cation and tax incidence; corporate tax; computation of taxable

income and assessment of tax liability considering special provisions

relating to companies.

3. Tax Planning

• Concept of tax planning.

• Tax planning with reference to setting up of a new business; locational

aspects; nature of business; planning for tax holiday bene�ts,

limitations on the tax planning exercise - lexible planning premises; planning in the context of court rulings and legislative amendments.

• Tax planning with regard to speci�c management decisions such as

make or buy; own, lease or hire, etc.

• Tax planning with reference to �nancial management decisions such

as capital structure of a company and tax incidence; tax as a variable in

computing cost of capital; tax considerations in dividend policy and

bonus shares

• Tax planning in respect of non-resident company assessee.

• Tax planning with respect to corporate reorganization, i.e.,

amalgamation, merger, demerger and slump sale.

• Double taxation avoidance agreements; general principles; provisions

and tax implications thereof.

• Tax planning with reference to employees remuneration.

• Tax planning vis-J-vis importance provisions of wealth-tax and court

rulings and legislative amendments pertaining to wealth-tax.

4. Tax Management

Tax return and procedure for company assessment; special procedure for

assessment of search cases, liability in special cases; collection and

recovery of tax, refunds, appeals and revisions; penalties imposable,

67

SUBJECT CODE: CS 501 CORPORATE SECRETARYSHIP

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Expert

Objectives

(i) To provide essential knowledge and skills involved in taking overall

responsibility for the corporate secretarial functions in a limited

company.

(ii) To acquaint adequate knowledge on the fundamentals of drafting and

pleadings.

Course Contents:

PART-A SECRETARIAL PRACTICE (50 MARKS)

1. Governance

An understanding of how limited companies are governed and the

respective roles of the company secretary, directors, shareholders and

other parties.

2. Company Secretary

Role of the company secretary; quali�cations and duties; Powers; core and

additional duties. Relationship with directors. O�ences under the

Companies Act. Appointment and vacation of o�ce; Relationship with

chairman and directors; Adviser to the chairman and the Board;

Dissemination of information and decisions; Communication with

shareholders and other stakeholders.

3. Directors

Types of Directors; Roles, duties, responsibilities and liabilities;

Appointment, reappointment and rotation; Removal, retirement and

disqualiication Alternate Directors. Conlicts of interest. Penalties. O�ences under the Companies Act. Directors' share dealing. Company

records and service agreements. Directors' Report.

Chairman of the Board: Appointment, removal, functions at meeting.

Executive Chairman: Roles and responsibility.

Managing Director: Roles, appointment and removal, etc.

68

PROFESSIONAL- II

SUBJECT CODE: CS 501 CORPORATE SECRETARYSHIP

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Expert

Objectives

(i) To provide essential knowledge and skills involved in taking overall

responsibility for the corporate secretarial functions in a limited

company.

(ii) To acquaint adequate knowledge on the fundamentals of drafting and

pleadings.

Course Contents:

PART-A SECRETARIAL PRACTICE (50 MARKS)

1. Governance

An understanding of how limited companies are governed and the

respective roles of the company secretary, directors, shareholders and

other parties.

2. Company Secretary

Role of the company secretary; quali�cations and duties; Powers; core and

additional duties. Relationship with directors. O�ences under the

Companies Act. Appointment and vacation of o�ce; Relationship with

chairman and directors; Adviser to the chairman and the Board;

Dissemination of information and decisions; Communication with

shareholders and other stakeholders.

3. Directors

Types of Directors; Roles, duties, responsibilities and liabilities;

Appointment, reappointment and rotation; Removal, retirement and

disqualiication Alternate Directors. Conlicts of interest. Penalties. O�ences under the Companies Act. Directors' share dealing. Company

records and service agreements. Directors' Report.

Chairman of the Board: Appointment, removal, functions at meeting.

Executive Chairman: Roles and responsibility.

Managing Director: Roles, appointment and removal, etc.

68

PROFESSIONAL- II

Independent Director: Appointment procedure, roles and responsibility.

4. Auditors

Appointment and removal; Rights of the auditors; Remuneration of

auditor;

5. Meetings

Law, practice and procedure in respect of annual general meetings, and

extraordinary general meetings, class meetings, board of directors'

meetings, board committee meetings. Written resolutions, Minutes and

minute books,

6. Shareholders

Shareholders' rights and obligations, Corporate Democracy in Bangladesh.

7. Corporate compliance

Annual report; corporate governance overview; Listing rules, etc.

8. Employee Share Schemes

Key features of common employee shares schemes, establishing and

administering employee share schemes.

9. Best Practice

Application of Secretarial Standards issued by the Institute of Chartered

Secretaries of Bangladesh; Corporate Governance Guideline issued by the

BSEC and Global best practice.

PART B: DRAFTING, APPEARANCES AND PLEADINGS (50 MARKS)

1. General Principles of Drafting

General principles and rules of drafting of deeds and conveyance, basic

components of deeds, endorsement and supplemental deeds; use of

appropriate words and expressions; aids to clarity and accuracy, legal

requirements and implications.

2. Drafting of Agreements

Drafting of various Agreements including collaboration agreements;

arbitration agreements; guarantees -counter guarantees, �delity,

performance guarantee, bank guarantee, hypothecation agreement;

Outsourcing agreements, service agreements, leave and license, etc.

3. Drafting of Agreements under the Companies Act

Pre incorporation contracts; Memorandum and Articles of Association and

other agreements.

69

4. Drafting various Deeds

Deed of sale of land and properties, mortgage,

License, and lease - Sub-lease, lease by way of renewal, surrender of lease,

deed altering covenants in lease, transfer of lease, deed of license; leases of

premises and plant and machinery.

Deed of Assignment: Business debts, shares in a company, policies in

insurance, patents, trademarks, copyrights, business and goodwill and

other rights and interests.

Trust Deeds: General; debenture trust deeds; declaration and revocation of

trust; trust deeds constituting provident fund, superannuation fund,

pension fund, etc. assignment, trust, partnership, Power of Attorney etc.

Partnership Deeds: Deed of partnership for setting up a new business;

introduction of new partners; dissolution of partnership �rm; purchase of

business by a partner.

Deeds of Power of Attorney: Revocable, irrevocable, general and particular

letters of authority.

5. Drafting of Order

Appointment orders, suspension orders, order of dismissal and discharge,

charge sheets, apprenticeship agreements.

6. Appearances and Pleadings

Appearance before tribunals or judicial bodies and appellate authorities.

• Drafting of applications and petitions to public inancial institutions, appellate authorities under taxation and other corporate legislations.

• Appeals, writ petitions, special leave petition, revision and review applications, a�davits.

• Etc.

Books Recommended:

1. Companies Act 1994

2. Company Secretarial Practice : Keith Waimley

3. Handbook for Company Secretary : A.K.A. Muqtadir

4. Handbook for Company Secretarial Practice : G.D. Lintot

5. Secretarial Practice : M.C. Kuchal

70

SUBJECT CODE: SOM 502 STRATEGIC

AND OPERATIONS MANAGEMENT

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To develop knowledge and understanding of key principles

and practices in management; to equip the aspiring Chartered Secretary

for both the strategic and corporate contexts of the professional role.

Course Contents:

STRATEGIC MANAGEMENT

1. The Nature of Strategy

• Emergent and rational models in strategic management: applications and limitations;

• The rational cycle: corporate needs, decision-making, implementation, monitoring and review, feedback.

2. Strategic Analysis, Choice and Evaluation

• Strategy: strategic options for direction, change and growth;• Strategic alliances;• Analytical techniques: portfolio analysis, competitor analysis, value

chain analysis, market migration analysis.

3. The Corporate Environment

• The ‘boardroom’ strategic role: mission, ethics and values;• Stakeholder theory and management;• Social responsibility;• Environmental factors: the impact of law, regulation, the market, and

other ‘PEST’ factors;

• Measurement of corporate performance: concepts of output and outcome, the ’balanced scorecard’ and the strategic balance sheet.

4. Planning and Policy

• The distinction between strategy and policy;• Planning: short, medium and long-term;

71

PROFESSIONAL- II

• Planning techniques: scenario planning, contingency management, resource allocation and planning;

• Policymaking and implementation.

CORPORATE MANAGEMENT

1. Organizational Design

• Organizational structure and culture: determinants of organizational form, types and characteristics, the management and mobilization of

culture, alternative organizational forms;

• Organizational development: the management of change, business process re-engineering;

• The management of quality: total quality management and audit approaches, benchmarking.

2. Managing Operations

• Supply chain management and logistics;• Cycle time reduction;• Just-in-time and manufacturing resource planning techniques.

3. Knowledge and Information Management

• Information systems strategy;• Knowledge management.

4. Corporate Communication

• Personal communication;• Networking, cascading and team brieing;• The use of communications technology; the internet and intranets;• Communicating change.

TEAM LEADERSHIP

1. Individual Behavior

• Concepts of satisfaction, morale and motivation;• Implications of changing work patterns, empowerment.

2. Leading Teams

• Leadership, authority and responsibility;• Emotional intelligence;• Groups and teams;• Techniques in team building;

72

• Project management;• Self-directed and cross-functional teams.

3. Managing Performance

• Appraisal and measurement (organization, team and individual), enhancing the performance of teams and individuals;

• Human capital Management: ideas and practice.

Books Recommended:

1. Strategic Management and Policy; Addison : Thomas L Wheelen &

J.David Hunger

2. Strategic Planning- Formulation of Corporate Strategy : V. S. Ramaswamy & S. Namakumari

3. Strategic Planning & Management : P. K. Ghosh

4. Strategic Management : Charles W. L. Hill &

Gareth R. Jones

73

SUBJECT CODE: SLCM 503 SECURITIES

LAWS AND CAPITAL MARKET

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To provide conceptual understanding and in-depth knowledge of

securities laws and the regulatory framework covering capital markets in

Bangladesh.

Course Contents:

1. An Overview on Financial Markets

Constituents of �nancial markets-meaning, types-money markets & capital

markets; regulator frameworks governing �nancial markets (money markets &

capital markets) in Bangladesh; �nancial markets reforms and present scenario;

development and growth of �nancial markets (money markets) in Bangladesh;

role of regulators (Ministry of Finance- BSEC, BB, IDRA, MCRA, BICM and

Ministry of Commerce-RJSC&F, ICAB, ICMAB, ICSB) of �nancial markets.

2. Bangladesh Securities and Exchange Commission

Constitution of the Commission and its objective, role, functions and powers;

an overview on BSEC Act 1993.

3. Capital Markets

An introduction, meaning and types of capital markets; importance and

necessary of capital markets; how a capital market plays its role in economic

development of a country; an overview on international capital markets.

4. Primary Capital Markets

(a) An Introduction: Meaning, types, signi�cance and scope; role of

primary capital markets in economic development of a country.

(b) Issue of Capital: Meaning of capital and its types; an overview on

various types of capital; overviews on securities laws relating to issue

of capital-Securities and Exchange Ordinance, 1969; Securities and

Exchange Commission (Issue of Capital) Rules, 2001; Securities and

74

PROFESSIONAL- II

SUBJECT CODE: SLCM 503 SECURITIES

LAWS AND CAPITAL MARKET

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To provide conceptual understanding and in-depth knowledge of

securities laws and the regulatory framework covering capital markets in

Bangladesh.

Course Contents:

1. An Overview on Financial Markets

Constituents of �nancial markets-meaning, types-money markets & capital

markets; regulator frameworks governing �nancial markets (money markets &

capital markets) in Bangladesh; �nancial markets reforms and present scenario;

development and growth of �nancial markets (money markets) in Bangladesh;

role of regulators (Ministry of Finance- BSEC, BB, IDRA, MCRA, BICM and

Ministry of Commerce-RJSC&F, ICAB, ICMAB, ICSB) of �nancial markets.

2. Bangladesh Securities and Exchange Commission

Constitution of the Commission and its objective, role, functions and powers;

an overview on BSEC Act 1993.

3. Capital Markets

An introduction, meaning and types of capital markets; importance and

necessary of capital markets; how a capital market plays its role in economic

development of a country; an overview on international capital markets.

4. Primary Capital Markets

(a) An Introduction: Meaning, types, signi�cance and scope; role of

primary capital markets in economic development of a country.

(b) Issue of Capital: Meaning of capital and its types; an overview on

various types of capital; overviews on securities laws relating to issue

of capital-Securities and Exchange Ordinance, 1969; Securities and

Exchange Commission (Issue of Capital) Rules, 2001; Securities and

74

PROFESSIONAL- II

Exchange Commission (Public Issue) Rules, 2006; Securities and Exchange

Commission (Right Issue) Rules, 2006; Securities and Exchange

Commission (Debt Issue through Private Placement) Rules, 2012;

wmwKDwiwUR I G·‡PÄ Kwgkb (m¤ú` wfwËK wmwKDwiwU Bmy¨) wewagvjv, 2004|

(c) Primary Capital Market Institutions: An overview on various agencies

and institutions involved in primary capital markets; role of primary

markets institutions-RJSC&F, BSEC, Issuers, Issue Managers,

Underwriters, Bankers to the Issue, Registrar to the Issue, Trustees,

Institutional Investors, etc.

(d) An overview on various documents relating to capital

issue-Information Memorandum, Prospectus, Rights Share O�er

Documents, Trust Deed, Due Diligence Certi�cate, etc.

5. Secondary Capital Markets

(a) An Introduction: Meaning, types, functions and scope of secondary

capital markets; role of secondary capital markets in economic

development of a country.

(b) Stock Exchange: Meaning, objectives, role , function and powers of a

stock exchange; regulatory framework, supervision and operations of

a stock exchange; concept of demutualization of a stock exchange;

classi�cation of securities and their listing in the stock exchange;

Clearing and settlement of transactions; Overviews on Listing

Regulations and Transaction Regulations of Dhaka Stock Exchange

Limited and Chittagong Stock Exchange Limited; Brief history of

Dhaka Stock Exchange Limited and Chittagong Stock Exchange

Limited Dhaka.

(c) Over-the Counter (OTC) Markets: Meaning, functions, role, and scope

of OTC markets; an overview on the Securities and Exchange

Commission (Over-the –Counter) Rules, 2001.

(d) Secondary Market Intermediaries: Overviews of various market

intermediaries- stock brokers, stock dealers, authorized

representatives, portfolio managers, merchant bankers, clearing

agents, settlement agents, etc.; Overviews on evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgkb (÷K wWjvi, ÷K †eªvKvi I Aby‡gvw`Z cÖwZwbwa) wewagvjv,

75

2000 I evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgkb (gv‡P©›U e¨vsKvi I †cvU©dwjI g¨v‡bRvi) wewagvjv, 1996|

6. Depository System

Meaning, objective, role and functions of a depository; meaning, functions and

role of various types of depository participants; dematerialization of securities,

overview on various types of accounts maintained in depository system; record

keeping by issuers, depository and depository participants in depository

system; an overview on securities laws relating to depository systems -

wW‡cvwRUwi AvBb, 1999, wW‡cvwRUwi cÖweavbgvjv, 2000, wW‡cvwRUwi (e¨envwiK) cÖweavbgvjv, 2003|

7. Capital Market Instruments:

(a) Introduction: An introduction on various capital market instruments;

meaning and various types of equity and debt-ordinary shares,

common stocks, preference shares, debentures, bonds, asset backed

securities, global depository receipts, foreign currency bonds &

debentures, etc.

(b) Mutual Funds: Meaning and types of mutual funds; process of

constitution & registration of close-end and open-end mutual fund

schemes; role of various parties of mutual fund schemes-sponsors,

trustees, asset managers, custodians and unit-holders; process of

winding-up of close-end and open-end mutual fund schemes; an

overview on evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgkb (wgDPyqvj dvÛ) wewagvjv, 2001|

(c) Derivatives: Meaning and overviews on various types of

derivatives-forwards, futures, options, warrants, LEAPS, baskets, swaps

and swaptions.

8. Capital Market Institutions

(a) An overview on capital markets regulators- BSEC, RJSC&F, BB, BOI,

Stock Exchanges, depository, ICSB, ICAB, and ICMAB& BICM.

(b) An overview on capital market intermediaries-merchant bankers,

stock-brokers, stock-dealers, portfolio-managers, corporate advisors,

76

issue managers, bankers to the issue, underwriters, asset managers,

trustees, custodians, market makers, credit rating companies, etc.

(c) Conceptual overview on issuers and investors; objectives of formation

of investors’ protection funds.

9. Corporate Compliances and Miscellaneous

(a) Corporate Compliances – on corporate governance guidelines; price

sensitive information; adoption of audited �nancial statements &

declaration; appointment of statutory auditors; submission & �ling

requirements of annual reports, annual audited �nancial statements,

periodical �nancial statements, shareholding position; declaration of

sell/buy of shares by sponsors/directors; AGM holding; submission of

audio-visual recording of proceedings of AGM and dividend

compliance report.

(b) Provisions relating to – prohibition of insider trading and acquisition

of substantial shares and takeover.

(c) Concept and scope of credit rating and credit rating companies in

Bangladesh; regulatory requirements on credit rating in Bangladesh.

10. Money Markets

An overview on regulatory framework of money markets, regulations on Banks

and Non-banking �nancial institutions; concept on various types of money

market instruments-cheques, promissory notes, bill of exchanges, letter of

credits, various types of deposits –�xed deposit receipts, deposit pension

schemes, saving certi�cates, treasury bills, treasury bonds, call money deposit

receipts, etc.; role of money markets in economic development of a country.

11. Case studies on current topics/issues on above.

Books Recommended:

1. Securities and Exchange Commission Act and Ordinance, Rules & Regulations;

2. Listing Rules & Regulations;

3. Depository Act and Regulations;

4. Other Acts and Regulations.

77

SUBJECT CODE: SMSA 504 SECRETARIAL,

MANAGEMENT & SYSTEM AUDIT

(ONE PAPER - 3 HOURS - 100 MARKS)

Level of Knowledge: Thorough Knowledge

Objectives: To develop skills of high order so as to provide thorough

knowledge and insight into the role of company secretaries in rendering

e�ective corporate advisory services and conducting secretarial/securities

audit, management audit and systems audit.

Course Contents:

PART-A SECRETARIAL AUDIT (50 MARKS)

1. Chartered Secretary in Practice

Chartered secretary in practice, various recognitions and areas of practice;

advisory services rendered; concept of self regulatory administration by

exception; challenges before the profession; professional standards and

code of conduct.

2. Chartered Secretaries Act 2010 and Chartered Secretaries Regulations

2011

3. Setting up of Professional Practice

4. Secretarial Audit and Auditors

Need, objectives and scope of secretarial audit, secretarial audit process,

periodicity and format for secretarial audit report, appointment, duties and

powers of secretarial auditor; check-list/work sheet for secretarial audit

under various corporate laws and covenants of loan agreements entered

into with �nancial institutions.

5. Certi�cation, Due Diligence and Signing

Meaning and scope of certi�cation; due diligence and signing of various

documents under corporate and securities laws including signing of

declaration with respect to incorporation of company and commencement

78

PROFESSIONAL- II

79

of business; signing of annual returns; certi�cation under buy-back of

securities rules; certi�cations on the occasion of transfer of deeds.

6. Search/Status Report

Preparation of search and status reports from Registrar of Joint Stock

Companies & Firms; records for banks and �nancial institutions; veri�cation

of documents relating to charges; requirements of various �nancial

institutions and other corporate lenders.

7. Securities Audit

Meaning, need and scope; ensuring proper compliance of provisions

relating to issue and transfer of securities; providing mechanism for

self-regulation by companies and installing professional discipline;

relieving the company and its directors from the consequences of

unintended non-compliance by timely corrective action; preventing

fraudulent and unfair trade practices including Securities and Exchange

Commission regulations framed thereon; protecting the interest of

investors.

8. Due Diligence of Pre-capital Issue Work

Appraisal of documents relating to issues of capital viz., prospectus, letter

of o�er and other documents to be �led with Securities and Exchange

Commission, Registrar of Joint Stock Companies & Firms, Stock Exchanges

and other authorities; ensuring compliance of listing formalities and other

requirements.

9. Due Diligence of Post-capital Issue Work

Approval of post capital issue compliances including dispatch of refund

orders/certi�cates etc. to investors; �ling compliance certi�cates with

Securities and Exchange Commission and other authorities; ensuring

compliance of listing guidelines.

10. Share Transfer Audit

Need and scope, appraisal of share transfer work, maintenance of Registers

of members and debenture holders, processing dividend/interest

warrants, certi�cation of securities transfer in compliance with listing

agreement with stock exchange.

11. Internal Audit of Depository Participants

Logistics of depository system; role of depository participants; agreements

to which depository participant is a party; scrutiny and records maintained

by participants; audit of branches of depository; check-list for carrying out

internal audit.

12. Compliance Certi�cate

Concept and need, appraisal of secretarial compliances, specimen

compliance certi�cate.

13. Recent Developments.

PART-B MANAGEMENT AND SYSTEMS AUDIT (50 MARKS)

1. Management Audit

Meaning, nature and scope; principles and fundamentals of management

audit; appraisal of management methods and performance; organizational

needs for management audit.

2. Operational Audit

Meaning, nature, purpose and scope; business control and operational

auditor; relation with internal audit, management audit and �nancial audit;

procedural steps in operational audit.

3. Internal Audit

Forms of audit - propriety audit, compliance audit and e�ciency audit;

internal audit and statutory audit; nature, scope and techniques of internal

audit; functions and responsibilities of internal auditors; organizational

status of internal auditing function.

4. Internal Control

Nature, scope and elements; internal control distinguished from internal

check and internal audit; techniques of internal control system, low charts, internal control questionnaires; steps for internal control and audit

evaluation; audit testing - need for sampling and various approaches to

statistical sampling, inter-�rm and intra-�rm comparisons - ratio and trend

80

81

analysis; audit in depth.

5. Review of Internal Control

Review of purchasing operations; review of e�cacy of management

information system; review of selling and distribution policies and

programmers; review of manufacturing operations; review of personnel

policies; appraisal of management decisions.

6. Cost Audit

Nature, objectives and scope; cost audit distinguished from �nancial audit

and management audit; cost audit as an aid to management shareholders,

and other external agencies and public; cost record rules Cost Audit

(Report) Rules; cost audit report.

7. Systems Audit

Nature, signi�cance and scope of systems audit; steps involved in

conducting systems audit; systems audit and management functions

systems; audit of computerized secretarial functions; norms and procedure

for computerization; computers control and security; testing of computer

systems - documentation standards, policies and procedures; audit

approach.

Books Recommended

1. The Chartered Secretaries Act, 2010

2. ICS Publications

3. Principles of Auditing : Dr. Khawaja Amjad Sayeed

4. Contemporary Auditing : Kamal Gupta

5. Cost Audit Rules : ICMAB Publications