CS_PP :: Professional Programme
Paper 1 : Company Secretarial Practice
[One paper: Three Hours – 100 marks]
Level of Knowledge:
To provide an indepth understanding of the procedures under the Companies Act, Rules and
Regulations made thereunder including understanding of international dimensions of company
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
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
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.
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
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
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.
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
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
(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
16. Global Developments in Company Law
Contemporary developments, distinguishing and evolving features of company law in other