PAPER-2 Company Law & Practice CS Executive Mod-1



a. To provide conceptual understanding on the principles and provisions of the Company Law.
b. To equip the students with working knowledge about management and administration of companies.
Level of Knowledge: Working Knowledge
Detailed Contents
 Part I: Company Law–Principles & Concepts (60 Marks)

1. Introduction to Company Law:

*Jurisprudence of Company Law l Doctrine of Ultra-vires
*Doctrine of Indoor Management l Doctrine of Constructive Notice
*Concept of Corporate Veil
*Applicability of the Companies Act
*Definitions and Key Concepts
*MCA 21  

2. Legal Status and Types of Registered Companies:

Legal Status of Registered Companies:
*Corporate Personality
*Perpetual succession
*Separate property
*Transferability of shares
*Capacity to sue or be sued
 Types of Registered Companies:  
*Private Company
*Public Company
*Small Company 
*Holding Company
*Subsidiary Company
*Associate Company
*Dormant Company
*Government Company

3. Memorandum and Articles of Association and its Alteration:  

*Memorandum of Association and Articles of Association
*Incorporation Contracts
*Alteration in MOA & AOA

4. Shares and Share Capital-Concepts:  

*Meaning and Types of Capital
*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
*Reduction of Share Capital
*Payment of Stamp Duty
*Registers and Records

5. Members and Shareholders:  

*How to become a member
*Register of Member
*Declaration of Beneficial Interest
*Significant Beneficial Owner
*Rectification of Register of Members
*Rights of Members
*Variation of Shareholders’ Rights

6. Debt Instruments-Concepts  

*Issue and Redemption of Debentures and Bonds
*Creation of Security
*Debenture Redemption Reserve
*Debenture Trust Deed
*Conversion of Debentures into Shares
*Overview of Company Deposits

7. Charges:

 *Creation of Charges
*Registration, Modification and Satisfaction of Charges
*Register of Charges l Inspection of Charges
*Punishment for Contravention
*Rectification by Central Government in Register of Charges
*Purpose, Objective, Drafting and Issuing of Search Report

8. Distribution of Profits  

*Profit and Ascertainment of Divisible Profit
*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
*Secretarial Standards on Dividend
*Dividend Distribution Policy

9. Accounts and Auditors:

 *Books of Accounts
*Financial Statements
*National Financial Reporting Authority
*Auditors- Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification
*Rights, Duties and Liabilities
*Audit and Auditor’s Report
*Cost Audit
*Secretarial Audit
*Internal Audit

10. Compromise, Arrangement and Amalgamations-Concepts  

*Introduction of Compromises, Arrangement and Amalgamation
*Oppression and Mismanagement l Class Actions Suits

11.Dormant Company  

*Legal framework for Dormant Companies
*Procedure to obtain the status of a Dormant Company
*Prerequisite for obtaining the status of Dormant Company
*Benefits / exemptions provided to a Dormant Company
*Compliance requirements by Dormant Company
*Procedure to obtain the status of an Active Company from Dormant Company

12. Inspection, Inquiry and Investigation  

*Powers for inspection
*Purpose of conducting Inspection
*Kinds of Investigation
*Power of Inspector to Conduct Investigation into Affairs of Related Companies
*Protection of employees during Investigation
*Seizure of Documents by Inspector
*Freezing of Assets of Company on Inquiry and Investigation
*Imposition of Restrictions upon Securities
*Inspector’s Report
*Expenses of Investigation
*Preparation by a Company Secretary to face Investigation
*Establishment of Serious Fraud Investigation Office
*Process of Investigation by Serious Fraud Investigation Office
 Part II: Company Administration and Meetings (40 Marks)

13 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
*Signing and Inspection of Minutes
*Secretarial Standard – 2
*Duties of Company Secretaries before, during and after General Meeting
*Virtual Meetings : Technological Advancement in conduct of General Meetings
*Drafting of Notice and Minutes of Annual General Meeting and Extra-Ordinary General Meeting

14. Directors:  

*DIN requirement
*Types of Directors
*Appointment / Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal
*Loans to Directors
*Disclosure of Interest
*Duties of Directors
*Rights of Directors

15. Board Composition and Powers of the Board:  

*Board composition
*Powers of Board
*Restrictions on Powers of Board
*Board Committees
*Overview of Inter-Corporate Loans, Investments, Guarantees and Security
*Related Party Transactions

16. Meetings of Board and its Committees:  

*Frequency, Convening and Proceedings of Board and Committee meetings
*Agenda Management l Meeting Management
*Resolution by Circulation
*Types of Resolutions
*Duties of Company Secretaries before, during and after Board/ Committee Meeting
*Virtual Meetings: Technological Advancement in conduct of Board Committee
*Need and Scope of Secretarial Standards l Secretarial Standard – 1
*Drafting of Notice, Agenda and Minutes of Board and Committee Meetings

17. Corporate Social Responsibility-Concepts:

 *CSR Committee
*CSR Expenditure
*Ongoing Project
*Impact Assessment

18. Annual Report-Concepts  

*Board’s Report
*Annual Return
*Annual Report
*Secretarial Standard on Report of the Board of Directors

19. 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