CS Executive Officer cheat sheet

Separate legal personality (Salomon v Salomon) means the company contracts, owns property, and sues in its own name; members have limited liability except where the corporate veil is lifted by statute or fraud.

Doctrine of indoor management (Turquand rule) protects outsiders dealing in good faith; they may assume internal procedures were followed but cannot rely on it where they had actual or constructive notice of irregularity.

Lifting the corporate veil occurs by statute (e.g., fraudulent trading, misstatement in prospectus, failure to return application money) or by judicial disregard where the company is a sham or agent of the controller.

Majority rule prevails (Foss v Harbottle); exceptions include ultra vires acts, fraud on the minority, breach of personal rights, and acts requiring special resolution without one.

Oppression and mismanagement relief requires conduct oppressive to members or prejudicial to public interest; the Tribunal may regulate conduct, remove directors, or order buy-out of shares.

Board powers are exercised at duly convened meetings with quorum; a director interested in a contract must disclose the nature of interest, and interested directors may be counted for quorum only if permitted by articles.

Related-party transactions require audit committee or board approval within prescribed monetary thresholds; material transactions need prior shareholder approval by ordinary resolution.

Independent directors must meet prescribed criteria including no material pecuniary relationship with the company, its promoters, or management, and are limited to two consecutive terms of five years.

Corporate Social Responsibility applies to companies meeting size or profit thresholds; at least 2% of average net profits of three preceding financial years must be spent, with an unspent amount transferred to a specified fund.

Statutory registers to maintain include members, debenture holders, directors and key managerial personnel, charges, and contracts in which directors are interested; inspection rights and periods of retention are prescribed.

Annual filing set: financial statements, board report, auditor's report, and annual return within 60 days of the AGM; the annual return is certified by a practising company secretary where paid-up capital and turnover exceed thresholds.

Event-based filings (resolutions, charge creation or satisfaction, changes in directors, capital alterations) have form-specific deadlines counted from the date of the event, not the board meeting.

Board meetings: minimum four per year with a gap of not more than 120 days between two consecutive meetings; notice of seven days unless shorter notice is agreed, and minutes within 30 days of the meeting.

AGM must be held within six months of the close of the financial year and within 15 months of the previous AGM; the first AGM within nine months of the first financial year end.

Secretarial audit is mandatory for listed companies and prescribed large companies; the report is annexed to the board report and qualifications must be explained.

Charge registration must be filed within 30 days of creation; the registrar may allow extension on additional fee, and satisfaction must be filed within 30 days of full payment or satisfaction.

Dividend must be deposited in a separate bank account within five days of declaration and paid within 30 days; unpaid amounts transferred to the Unpaid Dividend Account and then to the Investor Education and Protection Fund after seven years.

Secretarial standards issued by the professional institute are mandatory; deviation requires disclosure in the board report with reasons.

Accounting equation: Assets = Liabilities + Equity; every transaction preserves it, and the trial balance is the arithmetic check before adjustment.

Going concern, accrual, consistency, and prudence are fundamental accounting assumptions; materiality and substance over form guide recognition and disclosure.

Depreciation methods: straight line allocates equal cost each year; written down value applies a fixed rate to the reducing book value, producing higher early charges.

Working capital cycle = inventory days + receivable days - payable days; a shorter cycle reduces financing need and improves return on capital employed.

Leverage: degree of operating leverage = contribution / EBIT; degree of financial leverage = EBIT / (EBIT - interest); combined leverage is their product.

Cost of capital: WACC = (E/V x Ke) + (D/V x Kd x (1 - tax rate)); use market values where available and after-tax cost of debt.

Capital budgeting rules: accept projects with positive NPV, IRR above the hurdle rate, and discounted payback within the target; NPV and IRR conflict on scale or timing, so NPV prevails.

Ratio groups: liquidity (current, quick), solvency (debt-equity, interest coverage), activity (turnover), and profitability (net margin, return on equity per DuPont decomposition).

Cash flow statement is split into operating, investing, and financing activities; non-cash items such as depreciation are added back, and interest and tax are separately disclosed.

Core principles: integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour; independence in mind and appearance applies to audits and attest work.

Threat categories to independence are self-interest, self-review, advocacy, familiarity, and intimidation; safeguards include rotation, independent review, and declining the engagement.

Confidentiality continues after the engagement ends; disclosure is permitted only with consent, when legally required, or where there is a professional duty or right to disclose.

Conflict of interest arises when a member's or firm's interest could impair objectivity; the rule is to identify, disclose, and where necessary decline or obtain informed consent.

Whistleblowing protection requires a genuine concern, good faith, and reporting to the appropriate internal or regulatory channel; confidentiality of the reporter must be preserved.

Insider trading prohibition covers unpublished price-sensitive information; communication of such information (tipping) is itself a violation even without trading.

Corporate governance ethics: board independence, transparent related-party dealing, accurate disclosure, and avoidance of misleading statements in board reports and prospectuses.

Professional misconduct includes gross negligence, signing documents containing false statements, and accepting an assignment without competence; sanctions include removal from the register.

Public issue process: draft offer document filed with the regulator, observations period, opening of the issue, minimum subscription, allotment within prescribed days, and refund or unblocking of application money on failure.

Insider trading: unpublished price-sensitive information may not be traded on; permitted defences include off-market transactions under a documented plan and communication in the ordinary course of business.

Takeover code triggers: acquisition of 5% or more requires disclosure; crossing 25% triggers a mandatory open offer for at least 26% of the voting capital.

Substantial acquisition disclosure thresholds and creeping acquisition limits (up to 5% per financial year within the 25-75% band) are prescribed by the takeover regulations.

Listing obligations require a minimum public shareholding of 25%, timely disclosure of material events, a code of conduct, and a structured grievance redressal mechanism.

Prohibition of fraudulent and unfair trade practices covers manipulative devices, misleading statements, and creation of a false market; penalties are civil and criminal.

Mutual fund and collective investment rules: registration with the regulator, minimum net worth, fit-and-proper promoters, and segregation of advisory and execution functions.

Depository and dematerialisation framework: securities held in electronic form, transfer by book entry, and a two-day settlement cycle (T+1) for most listed securities.

Debt and credit rating disclosures must be promptly updated; rating changes are price-sensitive and require immediate dissemination to stock exchanges.

Fayol's functions: planning, organising, commanding, coordinating, and controlling; POSDCORB (Gulick) adds staffing, directing, reporting, and budgeting.

Span of control and chain of command determine organisational structure; a narrow span creates tall hierarchies, a wide span creates flat structures with faster decisions.

McGregor Theory X assumes workers dislike work and need control; Theory Y assumes self-motivation and responsibility; Theory Z emphasises long-term employment and consensus.

Maslow's hierarchy: physiological, safety, social, esteem, and self-actualisation needs; lower needs must be reasonably satisfied before higher ones motivate.

Porter's five forces: rivalry, new entrants, substitutes, supplier power, and buyer power; they determine industry attractiveness and pricing power.

SWOT integrates internal strengths and weaknesses with external opportunities and threats; PESTLE analyses political, economic, social, technological, legal, and environmental factors.

Product life cycle stages are introduction, growth, maturity, and decline; pricing and promotion strategies change with each stage.

Business environment components include economic policy, fiscal and monetary conditions, foreign trade regulation, and social and technological change; each affects demand and cost structures.

Corporate culture and change management: Kotter's eight-step model moves from urgency and coalition through vision, short-term wins, and anchoring change in culture.

CIA triad: confidentiality, integrity, and availability; controls are preventive, detective, or corrective, and are mapped to the triad to test coverage.

Authentication factors are knowledge, possession, and inherence; multi-factor authentication requires two or more distinct factors, and one-time passwords alone are single-factor.

Data protection duties: lawful purpose, notice and consent, purpose limitation, data minimisation, retention limits, and breach notification within prescribed timelines.

Cyber incident response stages: preparation, identification, containment, eradication, recovery, and lessons learned; evidence must be preserved with documented chain of custody.

Electronic records and digital signatures: a valid electronic signature must be reliable and linked to the signatory; hash functions provide integrity, not confidentiality.

Access control models: role-based (RBAC) assigns permissions by job role; least privilege and segregation of duties reduce the risk of unauthorised transactions.

Business continuity: recovery time objective is the maximum tolerable downtime; recovery point objective is the maximum tolerable data loss; backups must be tested, not merely scheduled.

Cloud governance: shared responsibility model divides security duties between provider and customer; data residency, exit clauses, and audit rights belong in the contract.

Digital board governance: directors must oversee cyber risk, approve IT strategy and budgets, and ensure that technology and data risks appear on the board risk register.

Separate legal personality (Salomon v Salomon) means the company contracts, owns property, and sues in its own name; members have limited liability except where the corporate veil is lifted by statute or fraud.

Doctrine of indoor management (Turquand rule) protects outsiders dealing in good faith; they may assume internal procedures were followed but cannot rely on it where they had actual or constructive notice of irregularity.

Lifting the corporate veil occurs by statute (e.g., fraudulent trading, misstatement in prospectus, failure to return application money) or by judicial disregard where the company is a sham or agent of the controller.

Majority rule prevails (Foss v Harbottle); exceptions include ultra vires acts, fraud on the minority, breach of personal rights, and acts requiring special resolution without one.

Oppression and mismanagement relief requires conduct oppressive to members or prejudicial to public interest; the Tribunal may regulate conduct, remove directors, or order buy-out of shares.

Board powers are exercised at duly convened meetings with quorum; a director interested in a contract must disclose the nature of interest, and interested directors may be counted for quorum only if permitted by articles.

Related-party transactions require audit committee or board approval within prescribed monetary thresholds; material transactions need prior shareholder approval by ordinary resolution.

Independent directors must meet prescribed criteria including no material pecuniary relationship with the company, its promoters, or management, and are limited to two consecutive terms of five years.

Corporate Social Responsibility applies to companies meeting size or profit thresholds; at least 2% of average net profits of three preceding financial years must be spent, with an unspent amount transferred to a specified fund.

Statutory registers to maintain include members, debenture holders, directors and key managerial personnel, charges, and contracts in which directors are interested; inspection rights and periods of retention are prescribed.

Annual filing set: financial statements, board report, auditor's report, and annual return within 60 days of the AGM; the annual return is certified by a practising company secretary where paid-up capital and turnover exceed thresholds.

Event-based filings (resolutions, charge creation or satisfaction, changes in directors, capital alterations) have form-specific deadlines counted from the date of the event, not the board meeting.

Board meetings: minimum four per year with a gap of not more than 120 days between two consecutive meetings; notice of seven days unless shorter notice is agreed, and minutes within 30 days of the meeting.

AGM must be held within six months of the close of the financial year and within 15 months of the previous AGM; the first AGM within nine months of the first financial year end.

Secretarial audit is mandatory for listed companies and prescribed large companies; the report is annexed to the board report and qualifications must be explained.

Charge registration must be filed within 30 days of creation; the registrar may allow extension on additional fee, and satisfaction must be filed within 30 days of full payment or satisfaction.

Dividend must be deposited in a separate bank account within five days of declaration and paid within 30 days; unpaid amounts transferred to the Unpaid Dividend Account and then to the Investor Education and Protection Fund after seven years.

Secretarial standards issued by the professional institute are mandatory; deviation requires disclosure in the board report with reasons.

Accounting equation: Assets = Liabilities + Equity; every transaction preserves it, and the trial balance is the arithmetic check before adjustment.

Going concern, accrual, consistency, and prudence are fundamental accounting assumptions; materiality and substance over form guide recognition and disclosure.

Depreciation methods: straight line allocates equal cost each year; written down value applies a fixed rate to the reducing book value, producing higher early charges.

Working capital cycle = inventory days + receivable days - payable days; a shorter cycle reduces financing need and improves return on capital employed.

Leverage: degree of operating leverage = contribution / EBIT; degree of financial leverage = EBIT / (EBIT - interest); combined leverage is their product.

Cost of capital: WACC = (E/V x Ke) + (D/V x Kd x (1 - tax rate)); use market values where available and after-tax cost of debt.

Capital budgeting rules: accept projects with positive NPV, IRR above the hurdle rate, and discounted payback within the target; NPV and IRR conflict on scale or timing, so NPV prevails.

Ratio groups: liquidity (current, quick), solvency (debt-equity, interest coverage), activity (turnover), and profitability (net margin, return on equity per DuPont decomposition).

Cash flow statement is split into operating, investing, and financing activities; non-cash items such as depreciation are added back, and interest and tax are separately disclosed.

Core principles: integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour; independence in mind and appearance applies to audits and attest work.

Threat categories to independence are self-interest, self-review, advocacy, familiarity, and intimidation; safeguards include rotation, independent review, and declining the engagement.

Confidentiality continues after the engagement ends; disclosure is permitted only with consent, when legally required, or where there is a professional duty or right to disclose.

Conflict of interest arises when a member's or firm's interest could impair objectivity; the rule is to identify, disclose, and where necessary decline or obtain informed consent.

Whistleblowing protection requires a genuine concern, good faith, and reporting to the appropriate internal or regulatory channel; confidentiality of the reporter must be preserved.

Insider trading prohibition covers unpublished price-sensitive information; communication of such information (tipping) is itself a violation even without trading.

Corporate governance ethics: board independence, transparent related-party dealing, accurate disclosure, and avoidance of misleading statements in board reports and prospectuses.

Professional misconduct includes gross negligence, signing documents containing false statements, and accepting an assignment without competence; sanctions include removal from the register.

Public issue process: draft offer document filed with the regulator, observations period, opening of the issue, minimum subscription, allotment within prescribed days, and refund or unblocking of application money on failure.

Insider trading: unpublished price-sensitive information may not be traded on; permitted defences include off-market transactions under a documented plan and communication in the ordinary course of business.

Takeover code triggers: acquisition of 5% or more requires disclosure; crossing 25% triggers a mandatory open offer for at least 26% of the voting capital.

Substantial acquisition disclosure thresholds and creeping acquisition limits (up to 5% per financial year within the 25-75% band) are prescribed by the takeover regulations.

Listing obligations require a minimum public shareholding of 25%, timely disclosure of material events, a code of conduct, and a structured grievance redressal mechanism.

Prohibition of fraudulent and unfair trade practices covers manipulative devices, misleading statements, and creation of a false market; penalties are civil and criminal.

Mutual fund and collective investment rules: registration with the regulator, minimum net worth, fit-and-proper promoters, and segregation of advisory and execution functions.

Depository and dematerialisation framework: securities held in electronic form, transfer by book entry, and a two-day settlement cycle (T+1) for most listed securities.

Debt and credit rating disclosures must be promptly updated; rating changes are price-sensitive and require immediate dissemination to stock exchanges.

Fayol's functions: planning, organising, commanding, coordinating, and controlling; POSDCORB (Gulick) adds staffing, directing, reporting, and budgeting.

Span of control and chain of command determine organisational structure; a narrow span creates tall hierarchies, a wide span creates flat structures with faster decisions.

McGregor Theory X assumes workers dislike work and need control; Theory Y assumes self-motivation and responsibility; Theory Z emphasises long-term employment and consensus.

Maslow's hierarchy: physiological, safety, social, esteem, and self-actualisation needs; lower needs must be reasonably satisfied before higher ones motivate.

Porter's five forces: rivalry, new entrants, substitutes, supplier power, and buyer power; they determine industry attractiveness and pricing power.

SWOT integrates internal strengths and weaknesses with external opportunities and threats; PESTLE analyses political, economic, social, technological, legal, and environmental factors.

Product life cycle stages are introduction, growth, maturity, and decline; pricing and promotion strategies change with each stage.

Business environment components include economic policy, fiscal and monetary conditions, foreign trade regulation, and social and technological change; each affects demand and cost structures.

Corporate culture and change management: Kotter's eight-step model moves from urgency and coalition through vision, short-term wins, and anchoring change in culture.

CIA triad: confidentiality, integrity, and availability; controls are preventive, detective, or corrective, and are mapped to the triad to test coverage.

Authentication factors are knowledge, possession, and inherence; multi-factor authentication requires two or more distinct factors, and one-time passwords alone are single-factor.

Data protection duties: lawful purpose, notice and consent, purpose limitation, data minimisation, retention limits, and breach notification within prescribed timelines.

Cyber incident response stages: preparation, identification, containment, eradication, recovery, and lessons learned; evidence must be preserved with documented chain of custody.

Electronic records and digital signatures: a valid electronic signature must be reliable and linked to the signatory; hash functions provide integrity, not confidentiality.

Access control models: role-based (RBAC) assigns permissions by job role; least privilege and segregation of duties reduce the risk of unauthorised transactions.

Business continuity: recovery time objective is the maximum tolerable downtime; recovery point objective is the maximum tolerable data loss; backups must be tested, not merely scheduled.

Cloud governance: shared responsibility model divides security duties between provider and customer; data residency, exit clauses, and audit rights belong in the contract.

Digital board governance: directors must oversee cyber risk, approve IT strategy and budgets, and ensure that technology and data risks appear on the board risk register.