Company Secretarial Practice

CS_Group-II : Paper 6 : [One paper: Three hours - 100 marks]

Level of Knowledge : Expert Knowledge.

Objectives.

To provide expert knowledge and understanding of procedural requirements on various matters relating to company law.

Detailed Contents . . .

  1. Incorporations and Conversions of Companies
    Procedure for incorporation of private/public limited companies, companies limited by guarantee and unlimited companies and their conversions/re conversions; commencement of business; issue of certificates of incorporation and commencement of business; specimen resolutions.
  2. Alterations, Changes and Modifications
    Procedure for alterations in Memorandum and Articles of Association of a company i.e. change of name, objects, situation of registered office, share capital, articles of the company; specimen resolutions therefore.
  3. Allotment/Change in Share Capital and Transfer and Transmission
    Procedure for allotment, consolidation/sub-division of shares, conversion of shares into stock/warrants, cancellation of shares, transfer/ transmission of shares, de materialisation of shares, issue of share certificates, forfeiture of shares; checklists and specimen resolutions.
  4. Appointments, Removal and Other Changes
    Procedures for appointment, reappointment, removal and varying terms of appointment, fixation/revisions of remuneration of directors including managing and whole-time directors, managers, company secretary, compliance officer, secretary in whole-time practice, auditors, cost auditors, sole selling agents; specimen resolutions.
  5. Membership in a Company
    Procedure for induction of members, expulsion of a member, variation of members’ rights; procedure for making application to the Court/Company Law Board; specimen resolutions.
  6. Meetings
    Calling and conducting meetings of Board, its committees, shareholders and others post-meeting formalities including writing of minutes; specimen notices and resolutions.
  7. Preparation of Annual Reports
    Balance sheet, profit and loss account/ income and expenditure statement, auditor’s report, directors’ report, statement on corporate governance, directors’ responsibility statement, compliance certificate, chairman’s statement.
  8. Creation/Modification/Satisfaction of Charges and Registration thereof
    Procedure for creation/modification/satisfaction of charges and registration thereof by the Registrar of Companies; specimen resolutions.
  9. Public Deposits
    Procedure for invitation, acceptance and renewal of deposits, repayment of deposits and payment of interest; specimen resolutions.
  10. Inter-corporate Loans, Investments, Guarantee and Security
    Procedure for making inter-company loans, investments, giving of guarantees and providing of security; specimen resolutions.
  11. Declaration and Payment of Dividend
    Procedure for ascertainment, declaration and payment of dividend – interim and final; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund; specimen resolutions.
  12. Maintenance of Statutory Books/Registers and Filing of Returns
    Maintaining and monitoring of statutory books/registers prescribed under various provisions of the company law and filing of various forms/returns to Registrar of Companies; streamlined procedure for registration of documents; procedure and penalties for delayed filing, etc.
  13. Drafting of Company Documents:
    • Memorandum of Association, Articles of Association.
    • Promoters agreement, allotment letter, contract of appointment of managerial personnel, share certificates, debentures/bond certificates, proxies, dividend/ interest/ redemption warrants, fixed deposit receipts.
    • Text of advertisements, statement in lieu of advertisement, application form for deposits.
    • Notices of meetings, directors’ report, directors’ responsibility statement.
  14. Working and Administration of Company Law.
  15. Procedural Requirements with respect to new Developments, if any, in Company Law.

Readings

  • Wadhwa & Company, Agra & Nagpur
    1. Guide to Company Law procedure
      • M.C. Bhandari
    2. Guide to the Companies Act
      • A. Ramaiya
  • Bharat Law House
    1. Company Law procedure
      • K.V. Shanbhogue
  • Taxpubs, Delhi
    1. Company procedures and Registrar of Companies
      • M.L. Sharma
    2. Company Notices, Meetings and Resolutions
      • A.M. Chakraborti
  • Taxman
    1. Company Law Procedures
      • Dr. S. Kannan & V.S Sowirajan
    2. Company Notices, Meetings and Resolutions
      • R. Suryanarayanan
    3. Master Guide to Company Secretaries
      • Dr. S. Kannan

Reference

  • Wadhwa & Company, Agra & Nagpur
    1. Guide to Memorandum, Articles and incorporation of Companies
      • M.C. Bhandari & R.D Makheeja
  • Taxman, Delhi
    1. Company Rules and Forms
      • Bhargava & Bhargava
  • The Tax publishers, Delhi
    1. Company Law practice Manual
      • Dr. Avdesh Ojha & others

Journals

  • ICSI publication
    1. Chartered Secretary
    2. Student Company Secretary
  • Corporate Law Advisers, Post Bag No.3, Vasant Vihar, New Delhi
    1. Corporate Law Adicser
  • L.M Sharma, Post Box No . 2693, New Delhi – 110005.
    1. Company Law Journal

Other Relevant Books


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