Company Law- cs executive subjects

CS executive syllabus in Company Law   100 Marks

1. Introduction

  • Historical Development of Concept of Corporate Law in India
  • Company-Definition, Meaning, Nature and its Characteristics
  • Nature and Forms of Business
  • Company vis-à-vis other Forms of Business
  • Concept of Corporate Personality, Corporate Veil, Limited Liability and Citizenship

2. Incorporation and its Consequences

  • Types of Companies and their incorporation
  • Promoters-Meaning, Position, Duties, Rights, Responsibilities and Liabilities
  • Formation of Companies – Procedural Aspects
  • Memorandum of Association & Articles of Association and their Alteration
  • Contracts and Conversion of Companies
  • Commencement of Business
  • Doctrine of Ultra-Vires, Constructive Notice, Indoor Management, Alter Ego
3. Financial Structure 
  • Concept of Capital and Financing of Companies – Sources of Capital; Classes and Types of Shares; Equity Shares with Differential Rights; Issue of Shares at Par, Premium and Discount; Forfeiture and Surrender of Shares; Bonus Issues; Rights Issues; Issue of Sweat Equity Shares; Employees Stock Option Scheme; Private Placement; preference shares and other forms of securities l Alteration of Share Capital – Reduction of Capital; Buy-Back of Shares
  • Prospectus- Definition; Abridged Prospectus; Red-Herring Prospectus; Shelf Prospectus; Information Memorandum; Contents, Registration; Misrepresentations and Penalties
  • Debt Capital- Debentures, Debenture Stock, Bonds;Recent Trends and Dynamics of Corporate Debt Financing; Debenture Trust Deed and Trustees; Conversion of and Redemption of Debentures
  • Securing of Debts- Charges; Creation, Modification and Satisfaction of Charges
  • Allotment and Certificates- General Principles and Statutory Provisions related to Allotment; Minimum Subscription; Irregular Allotment; Procedure of Issue of Share Certificates and Warrants

4. Membership in a Company

  • Modes of Acquiring Membership
  • Rights and Privileges of Members, Register of Members
  • Dematerialisation and Rematerialisation of Securities
  • Transfer and Transmission of Securities in Physical and Dematerialized forms
  • Nomination
5. Management and Control of Companies
  • Directors-Types, Director’s Identification Number (DIN), Appointment/Reappointment, Qualifications, Disqualifications, Vacation of Office, Retirement, Resignation and Removal of Managing and Whole-Time Directors and Manager
  • Role and Responsibilities of Directors
  • Powers and Duties
  • Loans to Directors
  • Remuneration of Directors
  • Office or Place of Profit
  • Contracts in which Directors are Interested
  • Board of Directors and its Committees
  • Company Secretary – Appointment, Role and Responsibilities
  • Company Secretary as a Key Managerial Personnel
  • Meetings: l Meetings of Board and Committees – Frequency, Convening, Proceedings, Video Conferencing of Board/Committee(s); Resolution by Circulation; Minutes and Evidence l General Meetings-Kinds of Meetings; Law, Practice and Procedure Relating to Convening and Proceedings at General and Other Meetings; Notice, Quorum, Chairman, Proxy, Voting including Voting through Electronic Means; Resolutions, Circulation of Members’ Resolution, etc.; Postal Ballot; Recording, Signing and Inspection of Minutes
  • Distribution of Powers of a Company – Division of Powers between Board and General Meetings; Acts by Directors in Excess of Authority; Monitoring and Management l Sole Selling and Buying Agents-Meaning, Appointment and Reappointment, Removal; Powers of Central Government and Rules Framed for the Purpose

6.  Investments, Loans and Deposits 

  • Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security
  • Acceptance of Deposits, Renewal, Repayment, Default and Remedies
7.Accounts and Audit  
  • Books of Accounts
  • Financial Statements
  • Auditors-Appointment, Resignation and Removal; Qualification and Disqualification; Rights, Duties and Liabilities
  • Audit and Auditor’s Report
  • Cost Audit and Special Audit

8. Dividends 

  • Profit and Ascertainment of Divisible Profits
  • Declaration and Payment of Dividend
  • Treatment of Unpaid and Unclaimed Dividend
  • Transfer of Unpaid and Unclaimed Dividend to Investor Education and Protection Fund
  • Board’s Report and Disclosures- Contents and Annexure to Board’s Report
  • Directors’ Responsibility Statement-Preparation and Disclosures
  • Compliance Certificate – Need and Objective; Issue and Signing by Practising Company Secretary
  • Corporate Governance Report

 

9. Registers, Forms and Returns 

  • Statutory Books and Registers prescribed under various provisions of the Company Law – Maintenance, Authentication, Place of Keeping and Inspection  Filing of various Forms and Returns with the Authorities
  •  Procedure and Penalties for Delayed Filing
  •  Annual Return – Nature and Significance; Contents; and Certification by Practising Company Secretary

10.  Inspection and Investigation 

  • Inspection of Documents
  • Powers of the Inspector
  • Seizure of Books And Documents
  • Inspector’s Report
  • Power of the Registrar of Companies
  • Investigation into Affairs of the Company
 11. Majority Rule and Minority Rights
  • Law relating to Majority Powers and Minority Rights
  •  Shareholder Remedies-Actions by Shareholders; Statutory Remedies; Personal Actions
  •  Prevention of Oppression and Mis-Management
12.  Merger, De-merger, Amalgamation, Compromises and Arrangements – An Overview
13. Producer Companies
  •  Concept, Formation, Functioning and Dissolution
14. Limited Liability Partnerships
  • Concept, Formation, Membership, Functioning and Dissolution
15. Application of Company Law to Different Sectors
  •  Banking
  • Insurance
  • Others
16. Offences and Penalties 
  • Introduction
  • Officer in Default
  • Penalties
17.  Compounding of Offences 
18 . Winding up of Companies – An Overview 
  • Concept and Modes
19. Striking Off Name of Companies
20. An Introduction to E-Governance and XBRL