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

Syllabus

Objectives

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
*Policy
*CSR Expenditure
*Activities
*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