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
Choice of Form of Business Entity; Conversion/ Re-conversion of One Form of Business Entity into Another
Incorporation of Private Companies, Public Companies, Companies Limited by Guarantee and Unlimited Companies and their Conversions/ Re-conversion/Re-registration
Formation of Nidhi Companies, Producer Companies and Mutual Benefit Funds
Commencement of Business and New Business Pre Incorporation Agreements and Contracts
Formation of Non-Profit Companies
Procedure Relating to Foreign Companies Carrying on Business in India
Procedure for Alteration of Memorandum and Articles
Alteration of Various Clauses of Memorandum: Name Clause, Situation of Registered Office Clause, Objects Clause, Capital Clause and Liability Clause
Effects of the Alteration of Articles
Procedure for Issue of Securities
Part A: Shares
Public Issue, Rights Issue and Bonus Shares, Issue of Shares at Par/Premium/Discount; Issue of Shares on Preferential /Private Placement Basis
Allotment, Calls on Shares and Issue of Certificates
Issue of Sweat Equity Shares, Employees Stock Option Scheme (ESOPs), Employees Stock Purchase Scheme (ESPS), Shares with Differential Voting Rights
Issue and Redemption of Preference Shares
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
Buy Back of Shares
Reduction of Share Capital
Part B: Debt Instruments
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
Deposits
Procedure relating to Membership, Transfer, and Transmission
Induction of Members, Nomination of Shares, Variation of Shareholders’ Rights, Cessation of Membership including Dispute Resolution
Transfer / Transmission/Transposition
Admission of Securities in Electronic Mode
Dematerialization/ Re-materialisation of Securities
Compliances relating to Insider Trading and Takeovers
Directors and Managerial Personnel
Getting DIN
Directors and Managerial Personnel- Appointment, Reappointment, Resignation, Removal and Varying Terms of Appointment/Re-appointment
Payment of Remuneration to Directors and Managerial Personnel and Disclosures thereof; Compensation for Loss of Office
Waiver of Recovery of Remuneration
Making Loans to Directors, Disclosure of Interest by a Director, Holding of Office or Place of Profit by a Director/Relative
Company Secretary – Appointment, Resignation and Removal
Company Secretary in Practice – Appointment, Resignation and Removal
Meetings
Collective Decision-Making Forums – Authority, Accountability, Delegation, and Responsibility
Board Meetings – Convening and Management of Meetings of Board and Committees; Preparation of Notices and Agenda Papers
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
Post-Meeting Formalities – Preparation of Minutes and Dissemination of Information and Decisions
Auditors
Auditors – Procedure for Appointment/Re-appointment, Resignation and Removal of Statutory Auditors and Branch Auditors; Appointment of Cost Auditors
Special Auditors; CAG audit
Distribution of Profit
Ascertainment of Distributable Profits and Declaration of Dividend; Payment of Dividend
Claiming of Unclaimed/Unpaid Dividend; Transfer of Unpaid/Unclaimed Dividend to Investor Education and Protection Fund
Procedure relating to Charges
Creation and registration, modification, satisfaction of Charges
Inspection of charges
Procedure relating to Inter-Corporate Loans, Investments, Guarantees and Security
Making Inter-Corporate Loans, Investments, Giving of Guarantee and Security
Preparation & Presentation of Reports
Preparation of Financial Statements, Auditors’ Report, Directors’ Report and Report on Corporate Governance
E- Filing
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
Law and Procedure
Recent Trends and Developments in Company Law
Trusts and Non-Profit Organisation
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