PAPER 2
COMPANY LAW (MAX MARKS 100)

Syllabus
Objective:
To impart expert knowledge of the various provisions of the Companies Act, its schedules, rules, notifications, circulars including secretarial practice, case laws and Secretarial Standards.

Detailed Contents

Part I : Company Law, Principles & Concepts (50 Marks)

1. Introduction to Company Law: Jurisprudence of Company Law; Meaning, Nature, Features of a company; Judicial acceptance of the company as a separate legal entity; Concept of Corporate Veil, Applicability of Companies Act; Definitions and Key Concepts.
2. Share and Share Capital: Meaning and types of Capital; Concept of issue and allotment; Issue of Share certificates; Further Issue of Share Capital; Issue of shares on Private and Preferential basis; Rights issue and Bonus Shares; Sweat Equity Shares and ESOPs; Issue and Redemption of preference shares; Transfer
and Transmission of securities; Buyback of securities; dematerialization and rematerialization of shares; Reduction of Share Capital.
3. Members and Shareholders: How to become a member; Register of Members; Declaration of Beneficial Interest; Rectification of Register of Members; Rights of Members; Variation of Shareholders’ rights; Shareholders Democracy; Shareholder agreement, Subscription Agreements, Veto powers.
4. Debt Capital and Deposits: Issue and redemption of Debentures and Bonds; creation of security; Debenture redemption reserve; debenture trust deed; conversion of debentures into shares; Overview of Company Deposits.
5. Charges: Creation of Charges; Registration, Modification and Satisfaction of Charges; Register of Charges; Inspection of charges; Punishment for contravention; Rectification by Central Government in Register of charges.
6. Distribution of Profits – Dividend: Profit and Ascertainment of Divisible Profits; Declaration and Payment of Dividend; Unpaid Dividend Account; Investor Education and Protection Fund; Right to dividend; rights shares and bonus shares to be held in abeyance.
7. Corporate Social Responsibility: Applicability of CSR; Types of CSR Activities; CSR Committee and Expenditure; Net Profit for CSR; Reporting requirements.
8. Accounts, Audit and Auditors: Books of Accounts; Financial Statements; National Financial Reporting Authority; Auditors-Appointment, Resignation and Procedure relating to Removal, Qualification and Disqualification; Rights, Duties and Liabilities; Audit and Auditor’s Report; Cost Audit; Secretarial Audit; Internal Audit; Change in Financial Year.
9. Transparency and Disclosures: Board’s Report; Annual Return; Annual Report; Website disclosures; Policies; Active; Disclosure in Financial Statement.
10. An overview of Inter-Corporate Loans, Investments, Guarantees and Security, Related Party Transactions.
11. Registers and Records: Maintenance and Disposal.
12. An Overview of Corporate Reorganization: Introduction of Compromises, Arrangement and amalgamation, Oppression and Mismanagement, Liquidation and winding-up; Overview of Registered Valuers; Registration Offices and Fees; Companies to furnish information and statistics.
13. An Introduction to MCA 21 and Filing in XBRL.
14. Global Developments: Global Trends and Developments in Company Law. Case Laws, Case Studies and Practical Aspects.

PART II: Company Administration and Meetings – Law and Practices (40 Marks)

15. Board Constitution and its Powers: Board composition; Restriction and Powers of Board; Board Committees- Audit Committee, Nomination and Remuneration Committee, Stakeholder relationship Committee and other Committees.
16. Directors: DIN requirement, Types of Directors; Appointment/ Reappointment, Disqualifications, Vacation of Office, Retirement, Resignation and Removal, and Duties of Directors; Rights of Directors; Loans to Directors; Disclosure of Interest; Declaration by the Directors; Director’s KYC.
17. Appointment and Remuneration of Key Managerial Personnel: Appointment of Key Managerial Personnel; Managing and Whole-Time Directors, Manager, Chief Executive Officer and Chief Financial Officer; Company Secretary – Appointment, Role and Responsibilities, Company Secretary as a Key Managerial Personnel; Functions of Company Secretary; Officer who is in default; Remuneration of Managerial Personnel Declaration by the Directors.
18. Meetings of Board and its Committees: Frequency, Convening and Proceedings of Board and Committee meetings; Agenda Management; Meeting Management; Resolution by Circulation; Types of Resolutions; Secretarial Standard – 1; Duties of Company Secretaries before, during and after Board/ Committee Meeting.
19. General Meetings: Annual General Meeting; Extraordinary general Meetings; Other General Meetings; Types of Resolutions; Notice, Quorum, Poll, Chairman, Proxy; Meeting and Agenda; Process of conducting meeting; Voting and its types-vote on show of hands, Poll, E-Voting, Postal ballot; Circulation of Members’ Resolutions etc.; Signing and Inspection of Minutes; Secretarial Standard-2; Duties of Company Secretaries before, during and after General Meeting.
20. Virtual Meetings: Technological Advancement in conduct of Board, Committee & General Meetings.

Part III: Company Secretary as a Profession (10 Marks)

21. Legal Framework Governing Company Secretaries: The Company Secretaries Act, 1980 along with Rules and Regulations; Disciplinary Mechanism and Penalties for Professional Misconduct; Ethics in Profession, Professional Liabilities.
22. Secretarial Standards Board: Secretarial Standards Board of ICSI; Process of making Secretarial Standards; Need and Scope of Secretarial Standards.
23. Mega Firms: Concept of mega firms; Benefits of mega firms, Eligibility criteria for partner, Agreement between partners; management of Firm; Collective multidisciplinary expertise; Public Relation and Brand Building.