CS Professional Module 1 Paper 1- Advanced Company Law and Practice

Company Secretaryship being a professional course, the examination standards are set very high, with emphasis on knowledge of concepts, applications, procedures and case laws, for which sole reliance on the contents of the study material may not be enough. Besides, Company Secretaries Regulations, 1982 requires the students to be conversant with the amendments to the laws made up to six months preceding the date of examination. To make this study more fruitful and effective the student need to study and follow Bare Act, Rules, Regulations, Case Law, as well as suggested readings.

Taking help from experts is inevitable, the care should be taken that it should be from a person who have practical experience.

ADVANCE COMPANY LAW AND PRACTICE (100 Marks)

Company Formation and Conversion

1. Choice of Form of Business Entity; Conversion/ Re-conversion of One Form of Business Entity into Another

2. Incorporation of Private Companies, Public Companies, Companies Limited by Guarantee and Unlimited Companies and their Conversions/ Re-conversion/Re-registration

3. Formation of Nidhi Companies, Producer Companies and Mutual Benefit Funds

4. Commencement of Business and New Business Pre Incorporation Agreements and Contracts

5. Formation of Non-Profit Companies

6. Procedure Relating to Foreign Companies Carrying on Business in India

Procedure for Alteration of Memorandum and Articles

1. Alteration of Various Clauses of Memorandum: Name Clause, Situation of Registered Office Clause, Objects Clause, Capital Clause and Liability Clause

2. Effects of the Alteration of Articles

Procedure for Issue of Securities

Part A: Shares

1. Public Issue, Rights Issue and Bonus Shares, Issue of Shares at Par/Premium/Discount; Issue of Shares on Preferential /Private Placement Basis

2. Allotment, Calls on Shares and Issue of Certificates

3. Issue of Sweat Equity Shares, Employees Stock Option Scheme (ESOPs), Employees Stock Purchase Scheme (ESPS), Shares with Differential Voting Rights

4. Issue and Redemption of Preference Shares

5. Alteration of Share Capital – Forfeiture of Shares and Reissue of Forfeited Shares; Increase, Consolidation, Conversion and Reconversion into Stock, Subdivision and Cancellation and Surrender of Shares

6. Buy Back of Shares

7. Reduction of Share Capital

Part B: Debt Instruments

1. Issue of Debentures and Bonds, Creation of Security and Debenture Redemption Reserve, Drafting of Debenture Trust Deed, Redemption of Debentures, Conversion of Debentures into Shares

2. Deposits

Procedure relating to Membership, Transfer, and Transmission

1. Induction of Members, Nomination of Shares, Variation of Shareholders’ Rights, Cessation of Membership including Dispute Resolution

2. Transfer / Transmission/Transposition

3. Admission of Securities in Electronic Mode

4. Dematerialization/ Re-materialisation of Securities

5. Compliances relating to Insider Trading and Takeovers

Directors and Managerial Personnel

1. Getting DIN

2. Directors and Managerial Personnel- Appointment, Reappointment, Resignation, Removal and Varying Terms of Appointment/Re-appointment

3. Payment of Remuneration to Directors and Managerial Personnel and Disclosures thereof; Compensation for Loss of Office

4. Waiver of Recovery of Remuneration

5. Making Loans to Directors, Disclosure of Interest by a Director, Holding of Office or Place of Profit by a Director/Relative

6. Company Secretary – Appointment, Resignation and Removal

7. Company Secretary in Practice – Appointment, Resignation and Removal

Meetings

1. Collective Decision-Making Forums – Authority, Accountability, Delegation, and Responsibility

2. Board Meetings – Convening and Management of Meetings of Board and Committees; Preparation of Notices and Agenda Papers

3. General Meetings – Convening and Management of Statutory Meeting, Annual and Extra-Ordinary General Meetings, Class Meetings; Creditors’ Meetings; Preparation of Notices and Agenda Papers Procedure for Passing of Resolutions by Postal Ballot; Voting through Electronic Means Conducting a Poll and Adjournment of a Meeting

4. Post-Meeting Formalities – Preparation of Minutes and Dissemination of Information and Decisions

Auditors

1. Auditors – Procedure for Appointment/Re-appointment, Resignation and Removal of Statutory Auditors and Branch Auditors; Appointment of Cost Auditors

2. Special Auditors; CAG audit

Distribution of Profit

1. Ascertainment of Distributable Profits and Declaration of Dividend; Payment of Dividend

2. Claiming of Unclaimed/Unpaid Dividend; Transfer of Unpaid/Unclaimed Dividend to Investor Education and Protection Fund

Procedure relating to Charges

1. Creation and registration, modification, satisfaction of Charges

2. Inspection of charges

Procedure relating to Inter-Corporate Loans, Investments, Guarantees and Security

1. Making Inter-Corporate Loans, Investments, Giving of Guarantee and Security

Preparation & Presentation of Reports

1. Preparation of Financial Statements, Auditors’ Report, Directors’ Report and Report on Corporate Governance

E- Filing

1. Filling and Filing of Returns and Documents(a) Annual Filing, i.e., Annual Accounts; XBRL Filing, Compliance Certificate, Annual Return(b) Event Based Filing

Striking off Names of Companies

1. Law and Procedure

Recent Trends and Developments in Company Law

Trusts and Non-Profit Organisation