Schedule 10 Trust Deed And Shareholders Agreement: Fill & Download for Free

In the context of a legal agreement—which is what a term sheet is—a “schedule” is a list of things that are referenced in the agreement. Often, for complex agreements, there are many things that need to be listed. Examples might be:Names and salaries of employeesNames and ownership interests of shareholdersSoftware licensesPatents and intellectual propertyComputers and other owned equipmentLeases the company has signedEtc.Instead of putting all this directly into the agreement, they will instead be listed separately and attached to the end, with the agreement itself just saying something like “the employees as listed in Schedule A”.There is no particular order in which schedules are attached, although it is typically in the order in which they are referenced in the document. And for purposes of clarity, each schedule is numbered (or, more often, lettered, starting with “Schedule A”.)To give you an idea of the kind of schedules you might find in the actual closing documents of an investment (although likely not the term sheet), take a look at this typical due diligence list:A. Organization of the Company1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company's jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.3. Current by-laws of the Company.4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.5. All minutes for meetings of the Company's board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company's interest in any such entity.B. Ownership and Control of the Company1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.2. List of securityholders of the Company (including option and warrant holders), setting forth class and number of securities held.3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.C. Assets and Operations1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.2. All current budgets and projections including projections for product sales and cost of sales.3. Any auditors (internal and external) letters and reports to management for the past five years (and management's responses thereto).4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.6. Letters to auditors from outside counsel.7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.D. Intellectual PropertyList of all patents, trademarks, tradenames, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).E. Reports1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.3. Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.5. Copies of any studies prepared by the Company regarding the Company's insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.F. Compliance with Laws1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.4. Schedule of the latest dates of inspection of the Company's facilities by each regulatory authority that has inspected such facilities.5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company's business. Limit response to the last five years unless an older document has a continuing impact on the Company.7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.9. Schedule of any significant U.S. import or export restrictions that relate to the Company's operations.10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.G. Environmental Matters1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.8. Copies of any information requests, PRP notices, "106 orders," or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.10. Copies of material correspondence or other documents (including any relating to the Company's share of liability) with respect to any matters identified in response to Items 8 and 9.11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.12. Description of the workplace safety and health programs currently in place for the Company's business, with particular emphasis on chemical handling practices.H. Litigation1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company's directors, officers or employees.3. Copies of all attorneys' responses to audit inquiries.4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.I. Significant Contracts and Commitments1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.2. All joint venture and partnership agreements to which the Company is a party.3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.12. Contracts involving cooperation with other companies or restricting competition.13. Contracts relating to other material business relationships, including:a. any current service, operation or maintenance contracts;b. any current contracts with customers;c. any current contracts for the purchase of fixed assets; andd. any franchise, distributor or agency contracts.14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.16. Data processing agreements relating to the Company.17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, "Related Persons"), including but not limited to:a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.f. Description of the percentage of business done by the Company with Related Persons.g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days' notice.24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.25. Copies of all contracts relating to marketing and advertising.26. Copies of all construction agreements and performance guarantees.27. Copies of all secrecy, confidentiality and nondisclosure agreements.28. Copies of all agreements related to the development or acquisition of technology.29. Copies of all agreements outside the ordinary course of business.30. Copies of all warranties offered by the Company with respect to its product or services.31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.J. Employees, Benefits and Contracts1. Copies of the Company's employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:a. all applicable trust agreements for the foregoing plans;b. copies of all IRS determination letters for the foregoing qualified plans;c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;e. latest actuarial evaluations with respect to the foregoing defined benefit plans; andf. schedule of fund assets and unfunded liabilities under applicable plans.2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).4. Copies of all employee handbooks and policy manuals (including affirmative action plans).5. Copies of all OSHA examinations, reports or complaints.6. The results of any formal employee surveys.K. Tax Matters1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.3. Settlement documents and correspondence for last six years involving the Company.4. Agreements waiving statute of limitations or extending time involving the Company.5. Description of accrued federal, state and local withholding taxes and FICA for the Company.6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).L. Miscellaneous1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.2. List of the ten largest customers and suppliers for each product or service of the Company.3. List of major competitors for each business segment or product line.4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.5. A list of all officers, directors and stockholders of the Company.6. All annual and interim reports to stockholders and any other communications with securityholders.7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.

Definitions are given under chapter-I, Section-2 of the Companies Act, 2013:2 (1) "abridged prospectus" means a memorandum containing such salient features of a prospectus as may be specified by the Securities and Exchange Board by making regulations in this behalf;2 (2) "accounting standards" means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133;2 (3) "alter" or "alteration" includes the making of additions, omissions and substitutions;2 (4) "Appellate Tribunal" means the National Company Law Appellate Tribunal constituted under section 410;2 (5) "articles" means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act;2 (6) "associate company", in relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.[Explanation.—For the purpose of this clause,—(a) the expression "significant influence" means control of at least twenty per cent of total voting power, or control of or participation in business decisions under an agreement;(b) the expression "joint venture" means a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement;]2 (7) "auditing standards" means the standards of auditing or any addendum thereto for companies or class of companies referred to in sub-section (10) of section 143;2(8) "authorised capital" or "nominal capital" means such capital as is authorised by the memorandum of a company to be the maximum amount of share capital of the company;2(9) "banking company" means a banking company as defined in clause (c) of section 5 of the Banking Regulation Act, 1949 (10 of 1949);2(10) "Board of Directors" or "Board", in relation to a company, means the collective body of the directors of the company;2(11) "body corporate" or "corporation" includes a company incorporated outside India, but does not include—(i) a co-operative society registered under any law relating to co-operative societies; and(ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf;2(12) "book and paper" and "book or paper" include books of account, deeds, vouchers, writings, documents, minutes and registers maintained on paper or in electronic form;2 (13) "books of account" includes records maintained in respect of—(i) all sums of money received and expended by a company and matters in relation to which the receipts and expenditure take place;(ii) all sales and purchases of goods and services by the company;(iii) the assets and liabilities of the company; and(iv) the items of cost as may be prescribed under Section 148 in the case of a company which belongs to any class of companies specified under that section;2(14) "branch office", in relation to a company, means any establishment described as such by the company;2(15) "called-up capital" means such part of the capital, which has been called for payment;2(16) "charge" means an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage;2(17) "chartered accountant" means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;2(18) "Chief Executive Officer" means an officer of a company, who has been designated as such by it;2(19) "Chief Financial Officer" means a person appointed as the Chief Financial Officer of a company;2(20) "company" means a company incorporated under this Act or under any previous company law;2(21) "company limited by guarantee" means a company having the liability of its members limited by the memorandum to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up;2(22) "company limited by shares" means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them;2(23) "Company Liquidator" means a person appointed by the Tribunal as the Company Liquidator in accordance with the provisions of section 275 for the winding up of a company under this Act;2(24) "company secretary" or "secretary" means a company secretary as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980 (56 of 1980) who is appointed by a company to perform the functions of a company secretary under this Act;2(25) "company secretary in practice" means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980);2(26) "Contributory" means a person liable to contribute towards the assets of the company in the event of its being wound up.Explanation.—For the purposes of this clause, it is hereby clarified that a person holding fully paid-up shares in a company shall be considered as a contributory but shall have no liabilities of a contributory under the Act whilst retaining rights of such a contributory;2(27) "control" shall include the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner;2(28) "Cost Accountant" means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;2(29) "court" means—(i) the High Court having jurisdiction in relation to the place at which the registered office of the company concerned is situate, except to the extent to which jurisdiction has been conferred on any district court or district courts subordinate to that High Court under sub-clause (ii);(ii) the district court, in cases where the Central Government has, by notification, empowered any district court to exercise all or any of the jurisdictions conferred upon the High Court, within the scope of its jurisdiction in respect of a company whose registered office is situate in the district;(iii) the Court of Session having jurisdiction to try any offence under this Act or under any previous company law;*** (iv) the Special Court established under section 435(v) any Metropolitan Magistrate or a Judicial Magistrate of the First Class having jurisdiction to try any offence under this Act or under any previous company law;2(30) "debenture" includes debenture stock, bonds or any other instrument of a company evidencing a debt, whether constituting a charge on the assets of the company or not;[Provided that—(a) the instruments referred to in Chapter III-D of the Reserve Bank of India Act, 1934; and(b) such other instrument, as may be prescribed by the Central Government in consultation with the Reserve Bank of India, issued by a company,shall not be treated as debenture;]2 (31) "deposit" includes any receipt of money by way of deposit or loan or in any other form by a company, but does not include such categories of amount as may be prescribed in consultation with the Reserve Bank of India;2(32) "depository" means a depository as defined in clause (e) of sub-section (1) of section 2 of the Depositories Act, 1996 (22 of 1996);2(33) "derivative" means the derivative as defined in clause (ac) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);2(34) "director" means a director appointed to the Board of a company;2(35) "dividend" includes any interim dividend;2(36) "document" includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form;2(37) "employees' stock option" means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a pre-determined price;2(38) "expert" includes an engineer, a valuer, a chartered accountant, a company secretary, a cost accountant and any other person who has the power or authority to issue a certificate in pursuance of any law for the time being in force;2(39) "financial institution" includes a scheduled bank, and any other financial institution defined or notified under the Reserve Bank of India Act, 1934 (2 of 1934);2(40) "financial statement" in relation to a company, includes—(i) a balance sheet as at the end of the financial year;(ii) a profit and loss account, or in the case of a company carrying on any activity not for profit, an income and expenditure account for the financial year;(iii) cash flow statement for the financial year;(iv) a statement of changes in equity, if applicable; and(v) any explanatory note annexed to, or forming part of, any document referred to in sub-clause (i) to sub-clause (iv):Provided that the financial statement, with respect to One Person Company, small company and dormant company, may not include the cash flow statement;2(41) "financial year", in relation to any company or body corporate, means the period ending on the 31st day of March every year, and where it has been incorporated on or after the 1st day of January of a year, the period ending on the 31st day of March of the following year, in respect whereof financial statement of the company or body corporate is made up:Provided that where a company or body corporate, which is a holding company or a subsidiary or associate company of a company incorporated outside India and is required to follow a different financial year for consolidation of its accounts outside India, the Central Government may, on an application made by that company or body corporate in such form and manner as may be prescribed, allow any period as its financial year, whether or not that period is a year:Provided further that]] any application pending before the Tribunal as on the date of commencement of the Companies (Amendment) Ordinance, 2019, shall be disposed of by the Tribunal in accordance with the provisions applicable to it before such commencementProvided also that a company or body corporate, existing on the commencement of this Act, shall, within a period of two years from such commencement, align its financial year as per the provisions of this clause;2(42) "foreign company" means any company or body corporate incorporated outside India which,—(a) has a place of business in India whether by itself or through an agent, physically or through electronic mode; and(b) conducts any business activity in India in any other manner.2(43) "free reserves" means such reserves which, as per the latest audited balance sheet of a company, are available for distribution as dividend:Provided that—(i) any amount representing unrealised gains, notional gains or revaluation of assets, whether shown as a reserve or otherwise, or(ii) any change in carrying amount of an asset or of a liability recognized in equity, including surplus in profit and loss account on measurement of the asset or the liability at fair value,shall not be treated as free reserves;2(44) "Global Depository Receipt" means any instrument in the form of a depository receipt, by whatever name called, created by a foreign depository outside India and authorised by a company making an issue of such depository receipts;2(45) "Government company" means any company in which not less than fifty-one per cent of the paid-up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company;2(46) "holding company", in relation to one or more other companies, means a company of which such companies are subsidiary companies;Explanation.—For the purposes of this clause, the expression "company" includes any body corporate.2(47) "independent director" means an independent director referred to in sub-section (6) of section 149;2 (48) "Indian Depository Receipt" means any instrument in the form of a depository receipt created by a domestic depository in India and authorised by a company incorporated outside India making an issue of such depository receipts;2(49) “Interested Director” – Omitted by Companies (Amendment) Act, 20172(50) "issued capital" means such capital as the company issues from time to time for subscription;2(51) "key managerial personnel", in relation to a company, means—(i) the Chief Executive Officer or the managing director or the manager;(ii) the company secretary;(iii) the whole-time director;(iv) the Chief Financial Officer;(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial personnel by the Board; and(vi) such other officer as may be prescribed]2(52) "listed company" means a company which has any of its securities listed on any recognised stock exchange;2(53) "manager" means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not;2(54) "managing director" means a director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called.Explanation.—For the purposes of this clause, the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within the substantial powers of management;2(55) "member", in relation to a company, means—(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository;2(56) "memorandum" means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act;2(57) "net worth" means the aggregate value of the paid-up share capital and all reserves created out of the profits (securities premium account and debit or credit balance of profit and loss account), after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation;2(58) "notification" means a notification published in the Official Gazette and the expression "notify" shall be construed accordingly;2(59) "officer" includes any director, manager or key managerial personnel or any person in accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act;2(60) "officer who is in default", for the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a company, namely:—(i) whole-time director;(ii) key managerial personnel;(iii) where there is no key managerial personnel, such director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no director is so specified;(iv) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default;(v) any person in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act, other than a person who gives advice to the Board in a professional capacity;(vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance;(vii) in respect of the issue or transfer of any shares of a company, the share transfer agents, registrars and merchant bankers to the issue or transfer;2(61) "Official Liquidator" means an Official Liquidator appointed under sub-section (1) of section 359;2(62) "One Person Company" means a company which has only one person as a member;2(63) "ordinary or special resolution" means an ordinary resolution, or as the case may be, special resolution referred to in Section 1142(64) "paid-up share capital" or "share capital paid-up" means such aggregate amount of money credited as paid-up as is equivalent to the amount received as paid-up in respect of shares issued and also includes any amount credited as paid-up in respect of shares of the company, but does not include any other amount received in respect of such shares, by whatever name called;2(65) "postal ballot" means voting by post or through any electronic mode;2(66) "prescribed" means prescribed by rules made under this Act;2(67) "previous company law" means any of the laws specified below:—(i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866);(ii) the Indian Companies Act, 1866 (10 of 1866);(iii) the Indian Companies Act, 1882 (6 of 1882);(iv) the Indian Companies Act, 1913 (7 of 1913);(v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942);(vi) the Companies Act, 1956 (1 of 1956); and(vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force—(A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or(B) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned;(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and*(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961);2(68) "private company" means a 8[company having a minimum paid-up share capital 4[Omitted] as may be prescribed, and which by its articles],—(i) restricts the right to transfer its shares;(ii) except in case of One Person Company, limits the number of its members to two hundred:Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:Provided further that—(A) persons who are in the employment of the company; and(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased,shall not be included in the number of members; and(iii) prohibits any invitation to the public to subscribe for any securities of the company;2(69) "promoter" means a person—(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in Section 92; or(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity;2(70) "prospectus" means any document described or issued as a prospectus and includes a red herring prospectus referred to in Section 32 or shelf prospectus referred to in Section 31 or any notice, circular, advertisement or other document inviting offers from the public for the subscription or purchase of any securities of a body corporate;2(71) "public company" means a company which—(a) is not a private company *****14[and];(b) 9[has a minimum paid-up share capital , as may be prescribed]:Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ;2(72) "public financial institution" means—(i) the Life Insurance Corporation of India, established under section 3 of the Life Insurance Corporation Act, 1956 (31 of 1956);(ii) the Infrastructure Development Finance Company Limited, referred to in clause (vi) of sub-section (1) of Section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act;(iii) specified company referred to in the Unit Trust of India (Transfer of Undertaking and Repeal) Act, 2002 (58 of 2002);(iv) institutions notified by the Central Government under sub-section (2) of section 4A of the Companies Act, 1956 (1 of 1956) so repealed under section 465 of this Act;(v) such other institution as may be notified by the Central Government in consultation with the Reserve Bank of India:Provided that no institution shall be so notified unless—(A) it has been established or constituted by or under any Central or State Act [other than this Act or the previous company law]; or(B) not less than fifty-one per cent of the paid-up share capital is held or controlled by the Central Government or by any State Government or Governments or partly by the Central Government and partly by one or more State Governments;2(73) "recognised stock exchange" means a recognised stock exchange as defined in clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);2(74) "register of companies" means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act;2(75) "Registrar" means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act;2(76) "related party", with reference to a company, means—(i) a director or his relative;(ii) a key managerial personnel or his relative;(iii) a firm, in which a director, manager or his relative is a partner;(iv) a private company in which a director or manager [or his relative] is a member or director;(v) a public company in which a director or manager is a director [and holds] along with his relatives, more than two per cent of its paid-up share capital;(vi) any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;(vii) any person on whose advice, directions or instructions a director or manager is accustomed to act:Provided that nothing in sub-clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;(viii) any body corporate which is—(A) a holding, subsidiary or an associate company of such company;(B) a subsidiary of a holding company to which it is also a subsidiary; or(C) an investing company or the venturer of the company;";Explanation.—For the purpose of this clause, “the investing company or the venturer of a company” means a body corporate whose investment in the company would result in the company becoming an associate company of the body corporate.](ix) such other person as may be prescribed;2(77) "relative", with reference to any person, means any one who is related to another, if—(i) they are members of a Hindu Undivided Family;(ii) they are husband and wife; or(iii) one person is related to the other in such manner as may be prescribed;2(78) "remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961 (43 of 1961);2(79) "Schedule" means a Schedule annexed to this Act;2(80) "scheduled bank" means the scheduled bank as defined in clause (e) of section 2 of the Reserve Bank of India Act, 1934 (2 of 1934);2(81) "securities" means the securities as defined in clause (h) of section 2 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);2(82) "Securities and Exchange Board" means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange Board of India Act, 1992 (15 of 1992);2(83) "Serious Fraud Investigation Office" means the office referred to in Section 211;2(84) "share" means a share in the share capital of a company and includes stock;2 (85) "small company" means a company, other than a public company,—(i) paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than [ten crore rupees]; [and](ii) turnover of which [as per profit and loss account for the immediately preceding financial year] does not exceed two crore rupees or such higher amount as may be prescribed which shall not be more than 18[one hundred crore rupees:]Provided that nothing in this clause shall apply to—(A) a holding company or a subsidiary company;(B) a company registered under section 8; or(C) a company or body corporate governed by any special Act;2(86) "subscribed capital" means such part of the capital which is for the time being subscribed by the members of a company;2 (87) "subsidiary company" or "subsidiary", in relation to any other company (that is to say the holding company), means a company in which the holding company—(i) controls the composition of the Board of Directors; or(ii) exercises or controls more than one-half of the [total voting power] either at its own or together with one or more of its subsidiary companies:Provided that such class or classes of holding companies as may be prescribed shall not have layers of subsidiaries beyond such numbers as may be prescribed.Explanation.—For the purposes of this clause,—(a) a company shall be deemed to be a subsidiary company of the holding company even if the control referred to in sub-clause (i) or sub-clause (ii) is of another subsidiary company of the holding company;(b) the composition of a company's Board of Directors shall be deemed to be controlled by another company if that other company by exercise of some power exercisable by it at its discretion can appoint or remove all or a majority of the directors;(c) the expression "company" includes any body corporate;(d) "layer" in relation to a holding company means its subsidiary or subsidiaries;2(88) "sweat equity shares" means such equity shares as are issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing their know-how or making available rights in the nature of intellectual property rights or value additions, by whatever name called;2(89) "total voting power", in relation to any matter, means the total number of votes which may be cast in regard to that matter on a poll at a meeting of a company if all the members thereof or their proxies having a right to vote on that matter are present at the meeting and cast their votes;2(90) "Tribunal" means the National Company Law Tribunal constituted under section 408;2[(91) "turnover" means the gross amount of revenue recognised in the profit and loss account from the sale, supply, or distribution of goods or on account of services rendered, or both, by a company during a financial year.]2(92) "unlimited company" means a company not having any limit on the liability of its members;2(93) "voting right" means the right of a member of a company to vote in any meeting of the company or by means of postal ballot;2(94) "whole-time director" includes a director in the whole-time employment of the company;2 (94A) "winding up" means winding up under this Act or liquidation under the Insolvency and Bankruptcy Code, 2016, as applicable.".]2(95) words and expressions used and not defined in this Act but defined in the Securities Contracts (Regulation) Act, 1956 (42 of 1956) or the Securities and Exchange Board of India Act, 1992 (15 of 1992) or the Depositories Act, 1996 (22 of 1996) shall have the meanings respectively assigned to them in those Acts.

Yes the syllabus of June 18 as well as of June 19 are the same. I'm giving you the details of the syllabus below so that you can understand it better.Scheme of PapersDETAILED SYLLABUS FOR FOUNDATION PROGRAMME1: BUSINESS ENVIRONMENT AND LAWLevel of Knowledge: Basic KnowledgeObjective: To give orientation about different forms of organizations, functions inorganizations, business strategies and environment, along with an exposure to elements ofbusiness laws.PART A: BUSINESS ENVIRONMENT (40 MARKS)1. Business EnvironmentIntroduction and Features; Concepts of Vision & Mission Statements; Types ofEnvironment-Internal to the Enterprise(Value System, Management Structure andNature, Human Resource, Company Image and Brand Value, Physical Assets,Facilities, Research & Development, Intangibles, Competitive Advantage),External tothe Enterprise(Micro- Suppliers, Customers, Market Intermediaries; Macro￾Demography, Natural, Legal & Political, Technological, Economy, Competition, Socio￾cultural and International); Business Environment with reference to GlobalIntegration; Comparative Analysis of Business Environment: India and OtherCountries2. Forms of Business OrganizationConcept and Features in relation to following business models- Sole Proprietorship;Partnership; Company; Statutory Bodies and Corporations; HUF and FamilyBusiness; Cooperatives, Societies and Trusts; Limited Liability Partnership; OPCs;Other Forms of Organizations.3. Scales of BusinessMicro, Small and Medium Enterprises; Large Scale Enterprises and PublicEnterprises; MNCs4. Emerging Trends in BusinessConcepts, Advantages and Limitations-Franchising, Aggregators, Business ProcessOutsourcing (BPO) & Knowledge Process Outsourcing (KPO); E-Commerce, DigitalEconomy5. Business FunctionsStrategic- Planning, Budgetary Control, R&D, Location of a Business, Factorsaffecting Location, Decision Making and Government Policy; Supply Chain￾Objectives, Importance, Limitations, Steps, Various Production Processes; Finance-Nature, Scope, Significance of Financial Management, Financial Planning(Management Decisions – Sources of Funds, Investment of Funds, Distribution ofProfits); Marketing- Concept, Difference between Marketing and Selling, MarketingMix, Functions of Marketing; Human Resources- Nature, Objectives, Significance;Services- Legal, Secretarial, Accounting, Administration, Information andCommunication Technology; Social Functions.PART B: BUSINESS LAWS (60 MARKS)6. Introduction to LawMeaning of Law and its Significance; Relevance of Law to Modern Civilized Society;Sources of Law; Legal Terminology and Maxims; Understanding Citation of Cases7. Elements of Company LawMeaning and Nature of Company; Promotion and Incorporation of a Company;Familiarization with the Concept of Board of Directors, Shareholders and CompanyMeetings; Company Secretary; E-Governance8. Elements of Law relating to Partnership and LLPNature of Partnership and Similar Organizations- Co-Ownership, HUF; PartnershipDeed; Rights and Liabilities of Partners- New Admitted, Retiring and DeceasedPartners; Implied Authority of Partners and its Scope; Registration of Firms;Dissolution of Firms and of the Partnership; Limited Liability Partnership Act.9. Elements of Law relating to ContractMeaning of Contract; Essentials of a Valid Contract; Nature and Performance ofContract; Termination and Discharge of Contract; Indemnity and Guarantee;Bailment and Pledge; Law of Agency10. Elements of Law relating to Sale of GoodsEssentials of a Contract of Sale; 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 theContract of Sale; Rights of Unpaid Seller.11. Elements of Law relating to Negotiable InstrumentsDefinition of a Negotiable Instrument; Instruments Negotiable by Law and byCustom; 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 toNegotiable Instruments.12. Elements of Information Technology ActCyberspace; Cyber laws; Scope of Cyber Laws; Classification ofCyber Crime;Information Technology Act 2000; Regulation of Certifying Authorities;13. Role of CS- Duties and Responsibilities, Areas of PracticeIntroduction; Role of Company Secretary under Companies Act, 2013- Role ofCompany Secretary in Employment, Role of Company Secretary in Practice;Recognition to Company Secretary in Practice under Various Laws.PAPER 2: BUSINESS MANAGEMENT, ETHICS & ENTREPRENEURSHIPLevel of Knowledge: Basic KnowledgeObjective: To acquaint with the basic principles of management, ethics, communicationtechniques and entrepreneurshipPART A: BUSINESS MANAGEMENT (40 Marks)Nature of Management and its ProcessMeaning, Objectives, Importance; Nature of Management- Science, Art, Profession;Evolution of Management; Management Functions- Planning, Organising, PersonnelManagement, Directing and Control; Principles of Management- Fayol and TaylorPrinciples; Managerial Skills; Task and Responsibilities of Professional Manager1. PlanningConcept, Features, Importance, Limitations; Planning process; Types of Plans￾Objectives, Strategy, Policy, Procedures, Method, Rule, Budget; Plan vsProgramme￾Policies and Procedures; Decision making2. OrganizingConcept, Features, Importance, Limitations; Organising process; Types ofOrganisation; Structure of Organisation; Centralisation and De-Centralisation;Delegation; Growth in Organisation3. Human Resource ManagementConcept, Features, Importance, Limitations; Recruitment process- Selection;Training and Development- Methods; Functions of Personnel Manager; PerformanceManagement; Appraisal Methods; Human Resource Planning,; Talent Management;Organization Development4. Direction and Co-ordinationDirection: Concept, Features, Importance, Limitations; Elements of Directing￾Supervision, Motivation, Leadership, Communication; Co-Ordination-Concept,Features, Importance, Limitations; Co-Ordination Types- Internal and External; Co-Ordination- the Essence of Management.5. ControllingConcept, Features, Importance, Limitations; Control process; Essentials of a GoodControl System; Techniques of Control- Traditional and Non-Traditional Controldevices; Relationship between Planning and Controlling6. Recent Trends in ManagementChange Management; Crisis Management; Total Quality Management; RiskManagement; Global PracticesPART B: BUSINESS ETHICS (10 MARKS)7. Business EthicsOverview of Ethics in Business; Elements; Ethical principles in Business- Indian andAncient Indian PerspectivePART C: BUSINESS COMMUNICATION (25 MARKS)8. Business CommunicationConcept, features, importance, limitations; means of Communication- Written, Oral,Visual, Audio Visual; Principles and Essentials of Business Communication; Processof Communication; Barriers to Communication9. Essentials of Good EnglishGrammar and Usage; enriching vocabulary, words- multiple meaning, single wordfor a group of words, choice of words, words frequently misspelt, punctuations,prefix and suffix, parts of speech, articles; synonyms and antonyms, tenses, idiomsand phrases; foreign words and phrases commonly used; abbreviations andnumerals; pronunciation, Latin, French and Roman words used in abbreviated form;Legal Terminologies- idioms and phrases10. Business CorrespondenceIntroduction; Meaning of Business Correspondence; Importance of BusinessCorrespondence; Essential Qualities of a Good Business Letter; Parts of a BusinessLetter; Types of Business Letters; Human Resource; Purchase; Sales; Accounts11. Interdepartmental CommunicationInternal memos; messages through Electronic Media; Public Notices and Invitations;Representations to Trade Associations, Chambers of Commerce and PublicAuthorities.12. E CorrespondenceConcept of E-Correspondence: Web, Internet; Concept of e-mail- History of E-mail,Features; Electronic Mail System- optimizing personal e-mail use, proper E-mailCorrespondence, E-Mail Etiquette; Advantages and Disadvantages of E-mail;Intranet- Benefits of Intranet, Purpose of IntranetPART D: ENTREPRENEURSHIP (25 MARKS)13. EntrepreneurshipFour Key elements of Entrepreneurship; Traits of an Entrepreneur; Characteristicsof an Entrepreneur; Who is an Entrepreneur; Why Entrepreneurship; Types ofEntrepreneur14. Entrepreneurship-Creativity and InnovationCreativity and Innovation in an Entrepreneurial organisation; Tools forEnvironment Scanning- SWOT Analysis, PESTLE Analysis, Porters approach toIndustry Analysis; Environmental Scanning Process; Types of EnvironmentalScanning; Market Assessment; Assessment of Business Opportunities- DevelopingEffective Business Plans, identification and evaluation of the opportunity,Determination of the required Resources, management of the resulting enterprise15. Growth and Challenges of Entrepreneurial VenturesEntrepreneurial opportunities in contemporary business environment; StrategicPlanning for emerging venture- Financing the entrepreneurial Business, ResourceAssessment- Financial and Non-Financial; Fixed and Working Capital Requirement;Funds flow; Sources and means of Finance; Managing the growing Business￾Effecting Change, Modernization, Expansion and Diversification16. Social EntrepreneurshipIntroduction; Definition of Social Entrepreneurship; Who is a Social Entrepreneur;how to identify a Social Entrepreneurship Opportunity; Creating a social business model; Funding social ventures; Strategies for success; Challenges for the Indian Social Enterprise Sector17. Government Initiatives for Business DevelopmentSkill India; Ease of Business; Start Up India; Stand Up IndiaPAPER 3: BUSINESS ECONOMICSLevel of Knowledge: Basic KnowledgeObjective: To familiarize the basic concepts and theories of economics, elementarystatistics and mathematics.PART A: ECONOMICS (80 MARKS)1. The Fundamentals of EconomicsThe Economic Problem-Scarcity and Choice; Nature and Scope- Positive andNormative Economics, Micro and Macro Economics; Central Problems of anEconomy; Production Possibility Curve; Opportunity Cost; Working of EconomicSystems; Economic Cycles2. Basic Elements of Demand and SupplyDemand- Meaning, Demand Schedule, Individual and Market Demand Curve,Determinants of Demand, Law of Demand, Changes in Demand; Supply- Meaning,Supply Schedule, Individual and Market Supply Curve, Determinants of Supply, Lawof Supply, Changes in Supply; Equilibrium of Demand and Supply- Determination ofEquilibrium Price and Quantity, Effect of a shift in Demand or Supply; Elasticity ofDemand and Supply3. Theory of Consumer BehaviourCardinal Utility Approach-Law of Diminishing Marginal Utility, Law of Equi-MarginalUtility; Indifference Curve Approach- Indifference Curves, Properties of IndifferenceCurves, Budget Line, Consumer’s Equilibrium4. Theory of Production and CostsTheory of Production- Factors of Production, Basic Concepts, Production Function,Law of Variable Proportions, Returns to Scale; Producer’s Equilibrium- Least-CostFactor Combination and Output Maximisation for a given Level of Outlay; Theory ofCosts- Basic Concepts, Short-run Total Cost Curves- Fixed and Variable, Short-runAverage and Marginal Cost Curves, Relationship between Average and Marginal CostCurve, Average and Marginal Cost Curves in the Long-run5. Analysis of MarketsBasic Concepts of Revenue, Revenue Curves, Relationship between Average andMarginal Revenue Curve; Concept of Market and Main Forms of Market; Equilibriumof the Firm- Meaning, Objectives of the Firm, Total Revenue-Total Cost Approach,Marginal Revenue-Marginal Cost Approach; Price and Output under DeterminationPerfect Competition, Monopoly, Monopolistic Competition and Oligopoly.6. Indian Economy- An OverviewBasic Characteristics of the Indian Economy; Major Issues of Development;Development Experience and Recent Trends in Indian Economy; Indian Economy inComparison to Major Economies of the World7. Basic Elements of Money and BankingConcept of Money-Its Functions, Quantity Theory of Money, Credit Creation; CentralBank (Reserve Bank of India)-Role and Functions; Commercial Banks-Role andFunctions; Basic Elements of E-Banking; Monetary Policy in India.PART B: ELEMENTARY STATISTICS (20 MARKS)8. Descriptive StatisticsStatistics- Definition, Functions, Scope, Application in Business, Law of Statistics,Limitations of Statistics; Collection and Presentation of Statistical Data-Primary andSecondary Data, Classification and Tabulation, Frequency Distribution, CrossTabulation; Diagrams and Graphs; Measures of Central Tendency-Mean, Median,Mode; Measures of Dispersion-Mean Deviation, Standard Deviation, Range,Coefficient of Variation; Bi-variate Analysis-Covariance, Coefficient of Correlation.9. Mathematics of Finance and Elementary ProbabilityMathematics of Finance-Simple Interest, Compound Interest; Time Value of Money￾Compounding & Discounting, Present Value & Future Value of an Annuity;Probability- Random Experiments, Sample Spaces, Events and Probability,Approaches to Probability- Classical & Empirical; Expected Value.PAPER 4: FUNDAMENTALS OF ACCOUNTING AND AUDITINGLevel of Knowledge: Basic KnowledgeObjective: To familiarize and develop an understanding of the basic aspects of accounting,auditing concepts and their principles.PART A: FUNDAMENTALS OF ACCOUNTING (70 MARKS)1. Theoretical FrameworkMeaning and Scope of Accounting; Accounting Concepts; Accounting Principles,Conventions and Standards - Concepts, Objectives, Benefits; Accounting Policies;Accounting as a Measurement Discipline - Valuation Principles, AccountingEstimates2. Accounting ProcessDocuments & Books of Accounts- Invoice, Vouchers, Debit & Credit Notes, Daybooks, Journals, Ledgers and Trial Balance; Capital and Revenue- Expenditures andReceipts; Contingent Assets and Contingent Liabilities; Rectification of Errors3. Bank Reconciliation StatementMeaning; Causes of difference between Bank Book Balance and Balance as per BankPass Book /Bank Statement; Need of Bank Reconciliation Statement; Procedure forPreparation of Bank Reconciliation Statement4. Depreciation AccountingBrief of various Methods; Computation and Accounting Treatment of Depreciation(Straight line and Diminishing Balance Method); Change in Depreciation Methods5. Preparation of Final Accounts for Sole ProprietorsPreparation of Profit & Loss Account; Balance Sheet.6. Partnership AccountsGoodwill- Nature of Goodwill and Factors Affecting Goodwill; Methods of Valuation￾Average Profit, Super Profit and Capitalization Methods; Treatment of Goodwill;Final Accounts of Partnership Firms- Admission of a Partner, Retirement/Death of aPartner, Dissolution of a Partnership Firm; Joint Venture and Consignment Account7. Introduction to Company AccountsIssue of Shares and Debentures; Forfeiture of Shares; Re-Issue of Forfeited Shares;Redemption of Preference Shares8. Accounting for Non-Profit OrganizationsReceipt and Payment Accounts; Income and Expenditure Accounts9. Computerized accounting environmentBasic Utility of SAP, TALLY, ERPPART B: FUNDAMENTALS OF AUDITING (30 MARKS)10. AuditingConcepts and Objectives; Principles of Auditing; Types of Audit; Evidence inAuditing; Audit Programmes11. Audits and Auditor’s ReportsInternal Audit; Statutory Auditor- Appointment, Qualification, Rights and Duties;Secretarial Audit- An Overview; Cost Audit- An Overview; Reporting- Types,Meaning, Contents, Qualifications.