Paper 2 Company Law (Max Marks 100) Objective To impart expert knowledge of the various provisions of the Companies Act, its schedules, rules, notifications, circulars including secretarial practice, case laws and Secretarial Standards. Detailed Contents
Part I: Company Law, Principles &Concepts (50 Marks) 1. Introduction to Company Law : Jurisprudence of Company Law; Meaning, Nature, Features of a company; Judicial acceptance of the company as a separate legal entity; Concept of Corporate Veil, Applicability of Companies Act; Definitions and Key Concepts. 2. Shares and Share Capital : Meaning and types of Capital; Concept of issue and allotment; Issue of Share certificates; Further Issue of Share Capital; Issue of shares on Private and Preferential basis; Rights issue and Bonus Shares; Sweat Equity Shares and ESOPs; Issue and Redemption of preference shares; Transfer and Transmission of securities; Buyback of securities; dematerialization and re materialization of shares; Reduction of Share Capital. 3. Members and Shareholders: How to become a member; Register of Members; Declaration of Beneficial Interest; Rectification of Register of Members; Rights of Members; Variation of Shareholders’ rights; Shareholders Democracy; Shareholder agreement, Subscription Agreements, Veto powers. 4. Debt Instruments : Issue and redemption of Debentures and Bonds; creation of security; Debenture redemption reserve;cdebenture trust deed; conversion of debentures into shares; Overview of Company Deposits. 5. Charges : Creation of Charges; Registration, Modification and Satisfaction of Charges; Register of Charges; Inspection of charges; Punishment for contravention; Rectification by Central Government in Register of charges. 6. Distribution of Profits : Profit and Ascertainment of Divisible Profits; Declaration and Payment of Dividend; Unpaid Dividend Account; Investor Education and Protection Fund; Right to dividend; rights shares and bonus shares to be held in abeyance. 7. Corporate Social Responsibility : Applicability of CSR; Types of CSR Activities; CSR Committee and Expenditure; Net Profit for CSR; Reporting requirements. 8. Accounts, Audit and Auditors : Books of Accounts; Financial Statements; National Financial Reporting Authority; AuditorsAppointment, Resignation, and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor’s Report; Cost Audit; Secretarial Audit; Special Audit; Internal Audit. 9. Transparency and Disclosures: Board’s Report; Annual Return; Annual Report; Website disclosures; Policies. 10. An overview of Inter-Corporate Loans, Investments, Guarantees and Security, Related Party Transactions. 11. Registers and Records: Maintenance and Disposal. 12. An overview of Corporate Reorganization : Introduction of Compromises, Arrangement, and amalgamation, Oppression and Mismanagement, Liquidation and winding-up; Overview of Registered Valuers; Registration Offices and Fees; Companies to furnish information and statistics. 13. Introduction to MCA 21 and filing in XBRL. 14. Global Trends and Developments in Company Law. Case Laws, Case Studies and Practical Aspects.
Part II: Company Administration and Meetings Law and Practices (40 Marks) 15. Board Constitution and its Powers: Board composition; Restriction and Powers of Board; Board Committees Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees. 16. Directors: DIN requirement, Types of Directors; Appointment / Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, and Duties of Directors; Rights of Directors; Loans to Directors; Disclosure of Interest. 17. Key Managerial Personnel (KMP’s) and their Remuneration: Appointment of Key Managerial Personnel; Managing and Whole-Time Directors, Manager, Chief Executive Officer and Chief Financial Officer; Company Secretary – Appointment, Role and Responsibilities, Company Secretary as a Key Managerial Personnel; Functions of Company Secretary; Officer who is in default; Remuneration of Managerial Personnel. 18. Meetings of Board and its Committees: Frequency, Convening and Proceedings of Board and Committee meetings; Agenda Management; Management Information System; Meeting Management; Resolution by Circulation; Types of Resolutions; Secretarial Standard 1; Duties of Company Secretaries before, during and after Board/ Committee Meeting. 19. General Meetings : Annual General Meeting; Extraordinary general Meetings; Other General Meetings; Types of Resolutions; Notice, Quorum, Poll, Chairman, Proxy; Meeting and Agenda; Process of conducting meeting; Voting and its types vote on show of hands, Poll, E Voting, Postal ballot; Circulation of Members’ Resolutions etc.; Signing and Inspection of Minutes; Secretarial Standard 2; Duties of Company Secretaries before, during and after General Meeting. 20. Virtual Meetings: Technological Advancement in the conduct of Board Committee &General Meetings; e AGM. Case Laws, Case Studies, and Practical Aspects.
Part III: Company Secretary as a Profession (10 Marks) 21. Legal framework governing Company Secretaries: The Company Secretaries Act, 1980 along with Rules and Regulations; Disciplinary Mechanism and Penalties for Professional Misconduct; Ethics in Profession, Professional Liabilities. 22. Secretarial Standards Board :Secretarial Standards Board of ICSI; Process of making Secretarial Standards; Need and Scope of Secretarial Standards. 23. Mega Firms : Concept of mega firms; Benefits of mega firms, Eligibility criteria for partner, Agreement between partners; management of Firm; Collective multidisciplinary expertise; Public Relation and Brand Building. Case Laws, Case Studies and Practical Aspects.