Corporate Laws & Compliance (Paper-13) CMA Final Group 3


1. The Companies Act, 2013 – rules, regulations prescribed there under with special reference to:
(a) Company Formation and Conversion
(i) Incorporation of private companies, public companies, company limited by
guarantee and unlimited companies and their conversions/ reconversion/re-registration.
(ii) Nidhi Companies, Mutual Benefit Funds and Producer Companies - concept,
formation, membership, functioning, Dissolution.
(iii) Formation of Not-for-Profit making companies.
(iv) Procedure relating to Foreign Companies Carrying on Business in India.
(v) Conversion of LLPs into Private Limited Companies and vice versa

(b) Investment and loans
(i) Procedure for inter-corporate loans, investments, giving off guarantee and security.
(ii) Acceptance of deposits, renewal, repayment, default and remedies.

(c) Dividends
(i) Profits and ascertainment of divisible profits.
(ii) Declaration and payment of dividend.
(iii) Unpaid and unclaimed dividend – treatment and transfer to Investor Education and Protection Fund

(d) Accounts and Audit
(i) Maintenance of Books of Accounts
(ii) Statutory Auditor, Special Auditor and Cost Auditor – Appointment, resignation,
removal, qualification, disqualification, rights, duties and liabilities
(iii) Companies Auditor Report Order (CARO) Rules.

(e) Board of Directors & Managerial Personnel

(i) Directors and Managerial Personnel-appointment, reappointment, resignation,
(ii) Payment of remuneration to Directors and Managerial personnel and disclosure
(iii) Powers of Board of Directors and restrictions on the powers of Directors
(iv) Obtaining DIN
(v) Compensation for loss of office
(vi) Waiver of recovery of remuneration
(vii) Making loans to Directors, Disclosure of interest of a Director, Holding of Office or Place of Profit by a Director/relative

(f) Board Meetings and Procedures
(i) Board Meetings, Minutes and Registers
(ii) Powers of the Board
(iii) Corporate Governance & Audit Committee
(iv) Duties and Liabilities of Directors
(v) Powers related to – political contributions.

(g) Inspection, Inquiry and investigation

(h) Compromises, arrangements and amalgamations
(i) Prevention of oppression and mismanagement
(i) Majority Rule but Minority Protection
(ii) Prevention of Oppression and Mismanagement
(j) Revival and Rehabilitation of sick Industrial Companies
(k) Corporate winding up and dissolution –
(i) Kinds of winding up - powers of the Court and Official Liquidator
(l) Companies Incorporated outside India
(m) Offences and Penalties
(n) National Company Law Tribunal and Special Courts

2. Insolvency and Bankruptcy Code, 2016
(a) An introduction
(b) Corporate Insolvency Resolution Process
(c) Liquidation of a Corporate Person

3. SEBI Laws and Regulation:
(a) The Securities and Exchange Board of India Act, 1992 – Rules, Regulations and Guidelines issued there under Clause 49 and SEBI (Issue of Capital and Disclosure Regulations), 2018
(b) The Securities Contracts (Regulation) Act, 1956
4. The Competition Act, 2002
(a) Competition - Meaning, objectives, extent and applicability
(b) Competition Commission of India
(c) Areas affecting competition
5. Foreign Exchange Management Act, 1999
Exports, Imports and Foreign Funds under Deferred Payment, ECB route, loans and export remittance and import remittances
6. Laws related to Banking Sector:
(a) The Banking Regulation Act, 1949
(b) The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002
(c) The Prevention of Money Laundering Act, 2002 – Role of Cost Accountants in Anti- Money Laundering (AML) Audits to check tax evasion and transfer of funds
7. Laws related to Insurance Sector:
(a) The Insurance Act, 1938;
(b) The Insurance Regulatory and Development Authority Act, 1999

8. Corporate Governance
(a) Overview-Issues and Concepts
(b) Corporate Governance Practices/Codes in India,
(c) Corporate Governance in family business
(d) Corporate Governance in state-owned business – the MOU system
9. Social, Environmental and Economic Responsibilities of Business.
(a) National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business
(b) Corporate Social Responsibility – Nature of activities; Evaluation of CSR projects
(c) E-governance