CS-PP: ModuleI- Company Sec.l Practice


CS-PP: ModuleI- Company Sec.l Practice

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CS - Professional Programme : Module I - Company Secretarial Practice

   CS - Professional Programme : Module I - Company Secretarial Practice

 
 
CS_PP :: Professional Programme
Paper 1 : Company Secretarial Practice
[One paper: Three Hours – 100 marks]
 
 
Level of Knowledge:
 
Expert knowledge
 
Objectives:
 
To provide an in­depth 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 MCA­21 – CIN, DIN, DSC, CFC, SRN, etc; Eforms and on­line filing and
inspection of documents.
 
2. Company Formation and Conversion
 
Choice of form of business entity; conversion/ re­conversion 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/ re­conversion/re­registration; obtaining
certificate of commencement of business; obtaining certification of re­registration;
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 re­conversion 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 ofappointment/ re­appointment 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 extraordinary
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.
 
Post­meeting 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 inter­corporate 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.
 
 
 
 
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