Company Secretarial Practice

CS: Professional Programme
Paper 1 : Company Secretarial Practice
[One paper: Three Hours – 100 marks]

Level of Knowledge:

Expert knowledge

Objectives:

To provide an in-depth understanding of the procedures under the Companies Act, Rules and Regulations made thereunder including understanding of international dimensions of company law

Detailed contents:

1.	1. E-governance (MCA – 21)
	Important Features of MCA-21 – CIN, DIN, DSC, CFC, SRN, etc; Eforms and on-line filing and inspection of documents.
2.	Company Formation and Conversion
	Choice of form of business entity; conversion/ re-conversion of one form of business entity into another. Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/ re-conversion/re-registration; obtaining certificate of commencement of business; obtaining certification of re-registration; commencementof new business and certification; filing of agreements with managerial personnel; Formation of associations not for profit and non profit companies; procedure relating to foreign companies carrying on business in India.
3.	Alteration of Memorandum and Articles
	Procedure for alteration of various clauses of memorandum: name clause, situation of registered office clause, objects clause, capital clause and liability clause; procedure for alteration of articles; effect of alteration.
4.	Issue and Allotment of Securities
	Procedure for public issue, rights issue and bonus shares; procedure for issue of securities at par/premium/discount; procedure for calls on shares; Issue of sweat equity shares, employees stock option scheme, shares with differential voting rights; issue and redemption of preference shares; issue of shares on preferential basis/private placement. Return of allotment and effect of irregular allotment; issue of certificates; alteration of share capital; procedure for forfeiture of shares and reissue of forfeited shares; cancellation of shares; surrender of shares; conversion and re-conversion of shares into stock. Procedure for issue of debentures including creation of security and debenture redemption reserve; drafting of debenture trust deed; conversion of and redemption of debentures.
5.	Membership and Transfer/Transmission
	Procedure for induction of members; nomination of shares; variation of shareholders’ rights; cessation of membership including dispute resolution. Transfer/transmission/transposition ; dematerialization/ rematerialisation of securities.
6.	Directors and Managerial Personnel
	Procedure for appointment, reappointment, resignation, removal and varying terms of appointment/ re-appointment of directors and managerial personnel. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof; compensation for loss of office; waiver of recovery of remuneration; directors and officers liability insurance. Procedure for making loans to directors, disclosure of interest by a director, holding of office or place of profit by a director/relative, etc. of a director. Company Secretary—Appointment, resignation and removal of Company Secretary; role of the Company Secretary; functions and duties; relationship with chairman and directors; secretary as advisoro the chairman and the board. Company Secretary in Practice – Functions ; procedure for appointment, resignation and removal of company secretary in practice. Auditors Procedure for appointment/reappointment, resignation and removal of statutory auditors and branch auditors; appointment of cost auditors; special auditors; CAG audit.
7.	Decision-making Forums and Meetings
	Collective decision making forums - authority, accountability, delegation and responsibility. Board Meetings - Convening and management of Board and Committee Meetings. General Meetings - convening and management of statutory meeting, annual and extra-ordinary general meetings, class meetings; preparation of notices and agenda papers. Procedure for passing of resolutions by postal ballot, conducting a poll and adjournment of a meeting. Post-meeting formalities including preparation of minutes and dissemination of information and decisions including filing thereof.
8.	Preparation & Presentation of Reports
	Preparation of financial statements, auditors’ report, directors’ report and report on corporate governance.
9.	Distribution of Profit
	Procedure for ascertainment of divisible profits and declaration of dividend; payment of dividend; claiming of unclaimed/unpaid dividend; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund.
10.	Charges
	Procedure for creation/modification/satisfaction of charges and registration thereof; register of charges; inspection of charges.
11.	Inter-corporate Loans, Investments, Guarantees and Security
	Procedure for making inter-corporate loans, investments, giving of guarantees and providing of security.
12.	Filling and Filing of Returns and Documents, etc.
	Procedure for filling and filing of returns and documents : (a) Annual filing, i.e., annual accounts, compliance certificate, annual return, etc. (b) Event based filing
13.	Striking off Names of Companies – Law and Procedure.
14.	Best Practices–Secretarial Standards Concept, scope and advantages; Secretarial Standards issued by the ICSI; Compliance of secretarial standards for good governance.
15.	Insider Trading
	Concept and rationale behind prohibition of insider trading; SEBI’s Insider Trading Regulations; major actions taken by SEBI so far; Role of Company Secretary in compliance requirements.
16.	Global Developments in Company Law
	Contemporary developments, distinguishing and evolving features of company law in other jurisdictions.