Syllabus of CS - Professional Programme OF Module-I
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
|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.
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.|
|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 :
|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.
|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.