CS - Professional Programme : Module I - Company Secretarial Practice

ICSI • CS (2008) • PP • Syllabus and Books • 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 in-depth understanding of the procedures under the Companies Act, Rules and Regulations made thereunder including understanding of international dimensions of company law

Detailed contents:

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.

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.

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.

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.

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.

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.
Auditors
Procedure for appointment/reappointment, resignation and removal of statutory auditors and branch auditors; appointment of cost auditors; special auditors; CAG audit.

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.

Preparation & Presentation of Reports

Preparation of financial statements, auditors’ report, directors’ report and report on corporate governance.

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 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 :

(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.

Readings

Title	Author	Publisher
Company Law Procedure	K.V.Shanbhogue	Bharat Law House
Company Procedures and Registrar of Companies	M.L.Sharma	Tax Publishers
Company Notices, Meetings and Resolutions	A.M.Chakraborti, B.P.Bhargava	Taxmann
Company Law Procedures	S.Kannan, V.S.Sowrirajan	Taxmann
Company Notices, Meetings and Resolutions	R.Suryanarayanan	Kamal Law House
Concise Commentary on companies Act	Mamta Bhargava	Shreeji Publishers
Company Law & Secretarial Practice	Dr.K.R.Chandratre	Bharat Law House

References

Title	Author	Publisher
Guide to Memorandum, Articles and � � Incorporation of Companies	M.C.Bhandari, R.D.Makheeja	Wadhwa & Company
Company Rules & Forms	Bhargava & Bhargava	Taxmann
Company Law Practice Manual	Adesh Ojha & Other	The Tax Publishers
Guide to Company Law Procedure	M.C.Bhandari	Wadhwa & Company
Guide to the Companies Act	A.Ramaiya	Wadhwa & Company

Journals

Title	Author	Publisher
Chartered Secretary		ICSI, New Delhi.
Student Company Secretary		ICSI, New Delhi.
Corporate Law Adviser		Corporate Law Advisers, Post Bad No.3, Vasant Vihar, New Delhi.
Company Law Journal		L.M.Sharma, Post Box No.2693, New Delhi-110 005.

Note:

The latest edition of all the books referred to above should be read.

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