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STUDENTS HANDBOOK
Chartered Secretary is a Challenging
and Rewarding Profession in the
Institute of Chartered Secretaries of Bangladesh
Corporate World. A Statutory Body Under an Act of Parliament
STUDENTS HANDBOOK
PUBLISHED BY THE COUNCIL

A Statutory Body Under an Act of Parliament
ADDRESS OF THE INSTITUTE
ICSB CAMPUS
107 Kakrail (Ground & 1st Floor)
G.P.O. Box No. 3100
Dhaka-1000, Bangladesh
Phone : 880-2-9349578, 9336901
Fax : 880-2-9339957
E-mail : icsb@icsb.edu.bd
Website : www.icsb.edu.bd
ICSB OFFICE
National Scout Bhaban (2nd Floor)
60, Anjuman Mufidul Islam Road
Kakrail, Dhaka-1000, Bangladesh
P R E FA 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outdated and new environment and new globalization polices have taken place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
finalize the new syllabus that would be in line with the corporate demand. Finally,
the Syllabus was approved by the Council.
It is for the first time that a Foundation Course has been introduced for the
benefit 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 qualified 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
STUDENTS HANDBOOK
CONTENTS
CHAPTER-I
INTRODUCTION
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
CHAPTER-II
SYLLABUS
2.1 Foundation Level 05
2.2 Executive Level 05
2.3 Professional Level 06
CHAPTER-III
FOUNDATION COURSE
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
CHAPTER-IV
ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL
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
CHAPTER-V
COACHING CLASSES
5.1 Coaching classes 13
CHAPTER-VI
EXAMINATIONS
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 Verification of Marks 18
6.12 Issue of Pass Certificate 19
6.13 Refund or Appropriation of Examination Fee 19
6.14 Examination Grade 19
CHAPTER-VII
FEE STRUCTURE 20
SUBJECTWISE SYLLABUS
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
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
1.1 The Institute
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 Peoples 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 official gazette
by notification 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.
1.2 Chartered Secretary as a Profession
Chartered Secretary is a challenging and rewarding profession

in the corporate world. Chartered Secretaries acquire specialized
knowledge and training in the field of corporate management
and governance, including corporate laws, compliance and
administration.
Chartered Secretary is the requisite qualification to become a

Company Secretary. A Company Secretary is required to perform
01
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 efficient Chartered
Secretary is called upon to gain specialized expertise and skills in all
such areas of corporate governance. The ICSB offers, as elsewhere
in the Commonwealth and other English speaking countries, such
professional courses.
1.3 Objectives, roles and functions
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 effectively in line with efficient 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 fields of commerce,
industry and institutional management;
offers professional distinction to the Chartered Secretaries to

enable them to ensure effective 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 specific
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.
1.4 Career opportunities after qualifying
The 21st Century is going to be the century of challenge in terms of
02
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 fiscal, labour, industrial and economic laws,
the Company Secretary is specifically designated as the Principal
Officer/Chief Compliance Officer. 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 confidant 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 Qualified 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, financial 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 efficient 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 firm of Chartered Secretary who may
1.5 The
offerSecretariat
corporate of the ICSB services to small, medium and even large
secretarial
companies and other organizations.
A) Council of the Institute
03
(ICSB) consists of thirteen (13) elected members from among the
Chartered Secretaries having consistent academic and professional
background and five (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 affairs of the Institute through the
Secretary. The Council also has powers to delegate some powers to
special committees.
Councils decisions are absolute and final in all matters. It is also

empowered to exercise discretionary powers in cases deemed
appropriate.
B) Office-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
2.1 Foundation Level

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
2.2 Executive Level
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
2.3 Professional Level
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
06
CHAPTER-III
FOUNDATION COURSE
3.1 Objectives
The Objective of the Foundation Course is to build the foundation
of the prospective students to effectively undertake the prescribed
course to qualify as a Chartered Secretary. Applicants who are not
business graduates are required to take the Foundation Course.
3.2 Admission to Foundation Course

Minimum graduate with 6 points or A level are eligible to sit for
Foundation Course.
3.3 Exemption from Foundation Course

Exemption can only be applied to those with a background in
Business Statistics and Economics.
3.4 Admission Procedure
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 certificates of Bachelor, HSC and SSC
together with one photocopy thereof. The original certificates will be
returned after verification. In case of a candidate who is in service,
testimonial from the employer must also be submitted.
3.5 Mode of Payment of Fees
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.
3.6 Date of Admission
Applications for the Foundation Course and Admission

Test for Executive Level will be received in May/June and
November/December of each year.
07
3.7 Examinations
Admission Test will be held twice a year in July and January.
3.8 Subjects of Foundation Course
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
3.9 Medium
The Medium of the examination is English only.
3.10 Examination Centers
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
notified ahead of each examination.
3.11 Registration
Candidates who pass the Foundation Level may seek registration by

application in prescribed form for the Executive Level-I.
08
CHAPTER-IV
ENTRY TO COURSE DISCIPLINES IN EXECUTIVE LEVEL
4.1 Objectives
The Objective is to conduct examinations to test the potentials of
the candidates in the fields of commerce, industry and corporate
management.
4.2 Qualifying Examinations
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.
4.3 Registration of Students
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 :
Certificate / 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
09
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)
Table:asAshown in Table B. 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
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 field of corporate affairs (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.
4.4 Student Registration Procedure
All application for registration must be made in the prescribed form

obtainable from the office of the Institute.
Every application shall be duly completed and submitted along with

the following fees :
10
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 official notification 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.
4.5 Documents to be Submitted with the Application
The following documents must be submitted with the application for

registration:
a) Certified photocopies of all educational certificates.

b) Character certificate from the head of the institution last
attended or employer if employed or any Member of the
Institute or by a first class gazetted officer of the Government of
Bangladesh.
c) Two recent attested passport size photographs.
4.6 Mode of Payment of Fees
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.
4.7 Date of Registration
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
11
4.8 Refund of Fees
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.
4.9 Identity Card
All registered students of the Institute will be provided with Identity

Cards, which they must carry when entering the class room, library or
the office of the Institute.
4.10 Undertaking
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 befitting 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
4.11 De-Novo Registration
The registration of a student shall remain valid for a period of five

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 fulfill 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 office.
- 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.
12
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:
Sl. Subject Total Total

Subject Lectures
No Code Hours
(90 Mins)
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
Corporate Communication &
1 201 24 36
Report Writing
2 202 Direct & Indirect Tax Laws 18+18 36
3 203 Economic Laws & WTO 14+14 42
EXECUTIVE LEVEL-III
1 301 Company Law & Practice 24 36
2 302 Company Secretarial Practice 24 36
Information Technologyand Cost
3 303 & Management Accounting 14+14 42
Banking, NBFI & Insurance Laws &
4 304 Practice 24 36
13
Sl. Subject Total Total
Subject Lectures
No Code Hours
(90 Mins)
PROFESSIONALI
Advanced Company Law &
1 401 Practice 24 36
2 402 Corporate Financial Management 24 36
3 403 Corporate Governance 24 36
Corporate Administration &
4 404 Corporate Tax 14+14 42
PROFESSIONALII
1 501 Corporate Secretaryship 14+14 42
Strategic and Operations
2 502 Management 24 36
3 503 Securities Laws & Capital Market 24 36
Secretarial, Management and
4 504 Systems Audit 14+14 42
14
CHAPTER-VI
EXAMINATIONS
6.1 Application for Examination
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 office 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.
6.2 Language
English shall be the only medium for answering.
6.3 Subjects of Examinations
As per syllabus.
6.4 Examination Timetable
The examination timetable will be notified by the Council in the

newspaper and in the notice board of the Institute.
6.5 Examination Rules
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 specific, 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.
15
6.6 Powers of Examination Committee
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.
6.7 Suspension and Cancellation of Examination Results/or Registration
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 satisfied
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.
16
6.8 Executive 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 qualifications specified 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.
6.9 Professional Level Examination

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
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 qualifications specified in
Chapter - vii, secured 50% or more marks on the respective subject
and on payment of requisite fees.
6.10 Examination Results

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.
6.11 Verification of Marks

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 verification of marks fee as fixed 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
18
re-evaluation of the answer. Re-evaluation of the answers is not
permissible under the regulations.
6.12 Issue of Pass Certificate

Every candidate passing any examination will be issued with a
Certificate to that effect in prescribed form by the Council.
6.13 Refund of Appropriation of Examination Fee

a) A candidate once issued with an Admission Certificate 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.
6.14 Examination Grade

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
19
CHAPTER-VII
FEE STRUCTURE
FOUNDATION LEVEL Tk. 15,000
Coaching Exam
Code Level
Fees (Tk.) 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
Corporate Communication &
201 3,375 1,800
Report Writing
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
Information Technology and
303 4,050 2,025
Cost & Management Accounting
Banking, NBFI & Insurance Laws
304 4,050 2,025
& Practice
PROFESSIONALI
Advanced Company Law &
401 4,050 2,250
Practice
402 Corporate Financial Management 4,050 2,250
403 Corporate Governance 4,050 2,250
Corporate Administration &
404 4,050 2,250
Corporate Tax
PROFESSIONALII
501 Corporate Secretaryship 4,500 2,250
Strategic and Operations
502 4,500 2,250
Management
503 Securities Laws & Capital Market 4,500 2,250
Secretarial, Management and
504 4,500 2,250
Systems Audit
20
SUBJECT WISE SYLLABUS
PAPER: 1 ENGLISH & BUSINESS COMMUNICATION
(ONE PAPER - 3 HOURS - 100 MARKS)
FOUNDATION LEVEL
Level of knowledge: Working knowledge.

Objective: To develop students ability to communicate correctly and
effectively 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, prefix and suffix; 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 office notes; summary of matters appearing in
economic and commercial dailies and journals for use in committee
meetings in the office; summary of decisions taken in meetings and
conferences.
PART B: BUSINESS COMMUNICATION (60 MARKS)
1. Business Communication
Meaning and significance of good communication; principles of business
communication; means of communication - oral, written, visual,
audio-visual; essentials of a good business letter, etc.
21
2. Business Correspondence
Personnel: drafting of interview letters, call letters and offer of
appointment; provisional appointment orders; final 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; office circulars; office orders; office notes; representation
to chief executive and replies thereto; communication with
regional/branch offices.
5. Preparation of Press Releases
Books Recommended:
1. English Grammar, Composition and Correspondence : Pink & Thomas
2. English Grammar Composition and Usage : Nesfield
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
FOUNDATION LEVEL
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: Definition,

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;
indifference 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; Consumers 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.
23
5. Theory of Employment and Income: `Says Law, Keynesian theory of
employment, and principles of effective 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, difficulties of measurements, significance 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;
Inflation-meaning and causes of inflation, measures of controlling
inflation; 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

difference 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 - classification; tabulation; frequency

distribution; diagrams and graphs.
24
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 different averages.
4. Dispersion - meaning and significance of dispersion; methods of

measuring dispersion - range, quartile; mean deviation, standard
deviation, Lorenz Curve.
5. Correlation and regression analysis (simple) - meaning and

significance of correlation, types of correlation, methods of studying
correlation - scattered diagram, Karl Pearson's coefficient of
correlation; rank correlation; co-efficient of determination; regression
analysis - meaning and significance, difference between correlation
and regression, regression lines, regression equations, coefficient of
regression; standard error of the estimate.
6. Index numbers - definition and significance 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, significance 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
25
PAPER: 3 FUNDAMENTALS OF ACCOUNTING
FOUNDATION LEVEL
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 significance of

depreciation, methods of providing depreciation.
4. Provision for Bad and Doubtful Debts.
5. Preparation of final accounts (non-corporate entities) - capital and

revenue items, manufacturing, trading and profit and loss account,
balance sheet, adjustment entries, closing entries, rectification 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-profit 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
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 profit 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 fire insurance policies, claims for loss
of stock; claims for loss of profit.
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
FOUNDATION LEVEL
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 staff functions; delegation;
functional organization; formal and informal organization; growth in
organization, the work groups and leadership.
4. Staffing
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 : Griffen
28
SUBJECT CODE: HRMIR 101 HUMAN RESOURCE
MANAGEMENT AND INDUSTRIAL RELATIONS
LEVEL-I INTERMEDIATE
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, significance, 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 significance; 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;
staffing; career planning; succession planning.
4. Human Resource Training and Development
Identification of training needs qualitative and quantitative; training

curriculum planning; choice of training methodologies; training facilities
29
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, limitationsvarious methods personnel records, HR

audit, human resource accounting, job evaluation.
6. Compensation Management
Nature of employee benefits - statutory and customary; wage plans and

policies; profit sharing and incentive plans; compensation package and
terminal benefits; impact of compensation and employees benefit and
organizational effectiveness; employee benefit 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 conflicts, industrial unrest, industrial disputes -

classification, causes, industrial peace, strikes and lock outs.
3. Labour Management
30
Conditions of service and employment; Employment of adolescent;
maternity benefit; 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, significance, scope, union-management interaction

contract negotiation, contract administration, informal joint constitution;
parallel negotiations.
8. Workers Profit 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
EXECUTIVE LEVEL- I
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
Definition, 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; different 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
Definition 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
6. Law of Agency
Definition of agency and the general nature of an agency. Creation of agency
by express and implied agreement, ratification, 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 firms; dissolution of firms
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 beneficiary.
11. Law relating to Transfer of Property
Important definitions; 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 : Mafizul Islam
33
SUBJECT CODE: CA 103 CORPORATE ACCOUNTING
EXECUTIVE LEVEL- I
Level of knowledge: Working Knowledge

Objectives: To develop understanding of the concepts and practices
associated with financial reporting in companies, groups of companies and
other organizational entities.
Course Contents:
1. Introduction
Concept of Corporate accounting; Recognition of profit increase in value
and matching; Timing of revenue recognition; Not-for-profit bodies.
2. Methods of Financial Measurement
Theoretical roots of current purchasing power accounting and current cost
accounting; defining company profit; Historical cost accounting, Current
purchasing power accounting and current cost accounting compared;
Inflation, profit 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
financial 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 financial statements; Non-recurring profits 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 benefits; Impairment of assets; Financial instruments; Reporting
34
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 profits, 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 profits; 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; classification of accounting ratios; ratios
measuring solvency and financial strength; asset turnover ratios; Profit
ratios; earnings per share; gearing; limitations
10. Interpretation of Accounts Cash Flow
Sources of cash; Applications of cash; The cash flow statement;
Observations on the content of the cash flow statement; Unbalanced
financial development; Cash-based accounting ratios.
11. Financial Statements of Banks, Insurance companies and other financial
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
EXECUTIVE LEVEL- II
Objective: To develop students ability to communicate correctly and

effectively 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. Effective speaking principles of effective oral communication
speech preparation; observing protocol; voice control, pronunciation,
body language; cues and clues; techniques of effective speech;
inter-personal communication art of conversation, conversational
control; official 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 effective
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; conflict resolution
and problem solving techniques; art of listening and understanding,
winning over opponents; art of persuasion and influencing.
6. Report writing; preparation of promotional articles, bibliography;
representation of facts and figures; preparation of summaries.
36
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; identification 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 confidence, 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; office circulars;
office orders; office notes; representation to chief executive and
replies thereto; communication with regional/branch offices.
13. Preparation of Press Releases.
14. Essay Writing: Essays on matters of current interest on trade,
commerce, industry and profession.
15. Prcis Writing: Preparation of summary of office notes; summary of
matters appearing in economic and commercial dailies and journals
for use in committee meetings in the office; summary of decisions
taken in meetings and conferences.
Books Recommended:
1. English Grammar, Composition and Correspondence : Pink & Thomas
2. English Grammar Composition and Usage : Nesfield
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
EXECUTIVE LEVEL- II
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 definitions, concepts in the terms of Income Tax

Orinance,1984
ii. Heads of income chargeable to tax, Basis of charge, scope of total
income, TIN certificate
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 firm 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 assessees total income;
aggregation of income and set off or carry forward of losses;
38
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, firms, 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, offences and prosecution
xvi. Contemporary and recent issues.
2. Gift-tax
Statutory definition 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 definitions, 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),
Offences 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, Definitions, 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, Offences 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
EXECUTIVE LEVEL- II
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 - definition and clarification 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
Definitions, classification, 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
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
EXECUTIVE LEVEL- III
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 effects
of the Memorandum of Association, Articles of Association; Memorandum
and Articles on the website. Additional documents required for
incorporation, certificate of incorporation; commencement of business
and certificates 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
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
differential 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
Definition; abridged prospectus; statement in lieu of prospectus; shelf

prospectus; information memorandum; contents, registration,
misrepresentations and penalties therefore, internet prospectus.
12. Initial Public Offer (IPO) Procedure
Various documents required by regulatory authorities; permission for IPO;

valuation of shares using different methods.
13. Debt Capital
Ddebentures, debenture stock, bonds; new developments in corporate

debt financing; sinking fund, debenture trust deed and trustees conversion
of and redemption of debentures; creation of charges - fixed, floating
charges and registration thereof.
45
14. Allotment and Certificates
Applications to subscribe for shares, debentures and other securities;

allotment rules, letters of allotment and renunciation; calls, forfeitures;
share certificates/shares warrants. Issue and re-issue of share certificates,
control and security for letters of allotment and share certificates, 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
EXECUTIVE LEVEL-III

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 certificates of incorporation and commencement of
business; specimen resolutions; commencement of business.
2. Alterations, Changes and Modifications
Procedure for alterations in Memorandum and Articles of Association of a
company i.e. change of name, objects, location of registered office, 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, verification of shares, issue of share certificates, 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
Procedure for payment of remuneration to directors and managerial
personnel and disclosures thereof, compensation for loss of office, waiver
of recovery of remuneration, directors and officers 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 filling thereof.
Resolution by Circulation
48
8. Preparation of Annual Reports
Balance sheet, profit and loss account/income and expenditure statement,
auditors report, directors report, statement on corporate governance,
directors responsibility statement, compliance certificate; chairmans
statement.
9. Creation/Modification/Satisfaction of Charges and Registration thereof

Procedure for creation/modification 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 final 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 filing of various forms/ returns
to Registrar of Companies; streamlined procedure for registration of
documents; procedure and penalties for delayed filing, etc. electronic
maintenance of registers and returns filing.
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
EXECUTIVE LEVEL-III
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;

definition, characteristics and basic requirements of MIS; structure of MIS;
computerized MIS; approaches of MIS development; pre-requisites of an
effective MIS; computers and its effect 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; artificial intelligence and expert system, MIS in Bangladeshi
organizations; recent developments in information technology.
3. Computer Hardware
Computers - an introduction, benefits 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
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 files.
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 financial accounting, cost accounting and
management accounting; cost concepts and cost classification; objectives
of costing system; establishing costing system;
2. Elements of Cost:
Material Cost purchase procedures, store keeping and inventory

control, fixing 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 efficiency 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-profit relationship; break-even analysis, preparation of
break-even charts, profit volume graph; practical application of profit
volume ratio.
7. Analysis and Interpretation of Financial Statements
Nature, objectives; latest trends in presenting financial data; importance

and limitations; types and tools of financial statement analysis; accounting
ratios - classification, advantages and limitations; inter-firm comparisons.
8. Accounting for Price Level Changes
Inflation 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, benefits and difficulties;
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
EXECUTIVE LEVEL-III

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, classifications
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 profitability planning.
6. Money Laundering
Genesis, concept and definitions, various transactions, etc. obligations of
banks and financial institutions.
7. Development Banking
54
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, classifications
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 profitability planning.
6. Money Laundering
Genesis, concept and definitions, various transactions, etc. obligations of
banks and financial 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 financial 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 financial
institutions.
10. Regulation and Management of Foreign Exchange
Objectives and definitions 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 - Definition, foreign private investment, protection and
equitable treatment, sanction, indemnification, 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, different 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
Definition, Features of life insurance contract; proposals and policy and its
classification; assignment and nomination; title and claims; concept of
trusts in life policy; Jibon Bima Corporation - role and functions.
56
3. Fire Insurance (Non-Life)
Nature, uses and elements of fire insurance; various types of fire 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; classification 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; definition; licensing, reserve fund, dividends and
balance sheet; regulation of business; holding of liquid assets; moratorium;
reconstruction etc. or financial institution -offence of penalties cognizance
of offence; Lease Financing.
2. Secretarial Practices relating to the Financial Institutions Act, 1993

including capital, director, dividend, reserve, liquid assets, power of
57
SUBJECT CODE: ACLP 401 ADVANCED
COMPANY LAW AND PRACTICE
PROFESSIONAL- I
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, qualifications,
disqualifications, remuneration, vacation of office, retirement,
resignation and removal; loans to directors; powers and duties; office of
profit; role of directors, borrowing powers and disclosure of interests.
Managing and whole-time directors and manager: Appointment,
re-appointment, powers and duties.
Company Secretary: Definition of Secretary; appointment, position,
qualifications, powers, duties and liabilities; role of company secretary
as statutory officer, as coordinator and as chief administrative officer as
public relation officer.
Chief Compliance Officer (CCO): Necessity, scope and responsibilities,
statement of CCO.
Chartered Secretary in Practice: Definition of company secretary; who
can practice; areas of practice; certification 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
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 Profits
Ascertainment of divisible profits; declaration and payment of
dividend.
5. Accounts and Audit
Statutory books to be kept; form and content of the financial
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. Boards Report and Disclosures
Preparation; disclosures; directors responsibility statement.
Compliance certificate need and purpose; issue and signing by
practicing chartered secretary; disclosure and filing.
7. Registers and Returns
Maintenance, authentication, presentation and inspection of statutory
books/registers prescribed under various provisions of the company law
and filing of various forms/returns to Registrar of Joint Stock Companies &
Firms; procedure and penalties for delayed filing, etc. Annual
Return-Nature and significance; contents; filing-preparation and
disclosures; signing, certification and filing; 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, inspectors report; power of
the Registrar of Joint Stock Companies & Firms, investigation into affairs
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 Different Sectors such as Banking, NBFI,
Insurance, etc.
11. Offences 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
PROFESSIONAL-I

Objectives: To provide an understanding the issues involved in corporate
financial 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 finance
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
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 eciency
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
PROFESSIONAL-I
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 Definitions 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
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 officers and stakeholders,
chairman, chief executive officer, 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
effective governance; Appointment and qualification; 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
disqualification; 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 effectiveness 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: financial,
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
PROFESSIONAL- I
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
Confidentiality
3. Provident fund, Gratuity and Pension fund
The management and proper control of pension schemes
65
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 significance
Systems approach to compliance management
Process of establishment of compliance management system
Compliance in letters and spirit.
7. Legal documentation
Books Recommended:
1. Creating Tomorrows Organization : David Birchall & Laurence
Lyons
2. Management Twenty-first Century : Subir Chowdhury
3. Organization Twenty-first 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

Different 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

Classification 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 benefits,
limitations on the tax planning exercise - lexible planning premises;
planning in the context of court rulings and legislative amendments.
Tax planning with regard to specific management decisions such as
make or buy; own, lease or hire, etc.
Tax planning with reference to financial 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
PROFESSIONAL- II

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; qualifications and duties; Powers; core and
additional duties. Relationship with directors. Offences under the
Companies Act. Appointment and vacation of office; 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.
Offences 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
SUBJECT CODE: CS 501 CORPORATE SECRETARYSHIP
PROFESSIONAL- II

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; qualifications and duties; Powers; core and
additional duties. Relationship with directors. Offences under the
Companies Act. Appointment and vacation of office; 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.
Offences 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
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, fidelity,
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 firm; 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, affidavits.
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
PROFESSIONAL- II
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
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
PROFESSIONAL- II
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 financial markets-meaning, types-money markets & capital

markets; regulator frameworks governing financial markets (money markets &
capital markets) in Bangladesh; financial markets reforms and present scenario;
development and growth of financial 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 financial 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, significance 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
SUBJECT CODE: SLCM 503 SECURITIES
LAWS AND CAPITAL MARKET
PROFESSIONAL- II
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 financial markets-meaning, types-money markets & capital

markets; regulator frameworks governing financial markets (money markets &
capital markets) in Bangladesh; financial markets reforms and present scenario;
development and growth of financial 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 financial 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, significance 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
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 GP Kwgkb (m` wfwK 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 Offer
Documents, Trust Deed, Due Diligence Certificate, 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;
classification 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
GP Kwgkb (K wWjvi, K evKvi I Abygvw`Z cwZwbwa) wewagvjv,
75
2000 I evsjv`k wmwKDwiwUR I GP Kwgkb (gvPU evsKvi I cvUdwjI
gvbRvi) 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 -
wWcvwRUwi AvBb, 1999, wWcvwRUwi cweavbgvjv, 2000, wWcvwRUwi
(eenvwiK) cweavbgvjv, 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 GP Kwgkb (wgDPyqvj dv)
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 financial statements &
declaration; appointment of statutory auditors; submission & filing
requirements of annual reports, annual audited financial statements,
periodical financial 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 financial institutions; concept on various types of money
market instruments-cheques, promissory notes, bill of exchanges, letter of
credits, various types of deposits fixed deposit receipts, deposit pension
schemes, saving certificates, 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
PROFESSIONAL- II

Objectives: To develop skills of high order so as to provide thorough
knowledge and insight into the role of company secretaries in rendering
effective 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 financial institutions.
5. Certification, Due Diligence and Signing
Meaning and scope of certification; 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
of business; signing of annual returns; certification under buy-back of
securities rules; certifications 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 financial institutions; verification
of documents relating to charges; requirements of various financial
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 offer and other documents to be filed 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/certificates etc. to investors; filing compliance certificates 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, certification of securities transfer in compliance with listing
agreement with stock exchange.
79
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 Certificate
Concept and need, appraisal of secretarial compliances, specimen

compliance certificate.
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 financial audit;
procedural steps in operational audit.
3. Internal Audit
Forms of audit - propriety audit, compliance audit and efficiency 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-firm and intra-firm comparisons - ratio and trend
80
analysis; audit in depth.
5. Review of Internal Control
Review of purchasing operations; review of efficacy 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 financial 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, significance 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
81

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PUBLISHED BY THE COUNCIL

Institute of Chartered Secretaries of Bangladesh

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

Mohammad Sanaullah FCS July 21, 2013

Paper:1 English & Business Communication 21

HRMIR 101 HRM & Industrial Relations 29

EXECUTIVE LEVEL III

ACLP 401 Advanced Company Law & Practice 58

CS 501 Corporate Secretaryship 68

Institute of Chartered Secretaries of Bangladesh (ICSB), established

The Institute was established in 1997 under Section 28 of the

Realizing the imperative need and necessity for the pavement of

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

Chartered Secretary is a challenging and rewarding profession

Chartered Secretary is the requisite qualification to become a

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

To attain these broad objectives, the Institute:

conducts professional courses and examinations to test the

offers professional distinction to the Chartered Secretaries to

develops and upholds professional ethics and discipline.

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

1.4 Career opportunities after qualifying

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

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

A Chartered Secretary is primarily suitable for employment in

A) Council of the Institute

Councils decisions are absolute and final in all matters. It is also

B) Office-bearers of the Institute

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

2.1 Foundation Level

EXECUTIVE LEVEL III

Code Subject Marks

Code Subject Marks

+ INTERNSHIP (PRACTICAL TRAINING)

3.2 Admission to Foundation Course

3.3 Exemption from Foundation Course

3.4 Admission Procedure

A candidate may seek admission for Foundation Course directly by

3.5 Mode of Payment of Fees

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

3.6 Date of Admission

Applications for the Foundation Course and Admission

3.8 Subjects of Foundation Course

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.

3.10 Examination Centers

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

Candidates who pass the Foundation Level may seek registration by

4.2 Qualifying Examinations

A person desiring to qualify for membership of the Institute is

4.3 Registration of Students

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

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

Certificate / Degree Division / Class

C. The minimum points required for the applicants having passed

D. Applicants having partly passed under traditional system and

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

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