CS Executive Company Law Important Topics. In the previous post, we have given CS Executive Company Law Important Chapters. Today we are providing important Topics and Questions which should be prepare very well of CS Executive Company Law Paper.Scroll Down
Best CS Executive Company Law Video Lectures
| CS Executive Company Law Important Topics : INTRODUCTION OF CO. |
| • Separate legal entity. • Case study- New Horizon • Corporate veil, lifting or piercing of corporate veil under Co. Act provisions • case study of Sir Dinshaw Manakjee Petit • Illegal association |
| CS Executive Company Law Important Topics : TYPES OF COMPANY |
| • In total number of 200 members status of employees and joint members. • One person co. • Holding subsidiary co. and shareholding by S.co in H.co. • Associate co. • Foreign companies • Nidhi company • Statutory corporations, their characteristics With case study of International Airport Authority |
| CS Executive Company Law Important Topics : PROMOTION & INCORPORATION OF CO. |
| • Definition/meaning of promoter • Is a director/officer/employee of the issuer a promoter? • Legal Position/duties/liabilities of promoters. • Procedure for incorporation of OPC & PRIVATE. Co. • Punishment for incorporation of a company by furnishing false or incorrect information. |
| CS Executive Company Law Important Topics :MOA & AOA |
| • Name clause. • When the name of co. registered shall be undesirable. Sec-4 & Case law of Buttercup and Atlas cycles. • Object Clause, expressed or Implied powers and their effects. • Alteration of Name and object clause. • Articles subordinate to memorandum. • Entrenchment provisions. • Legal effect of MOA & AOA. • Doctrine of constructive notice & indoor management, with case study of Royal British Bank. |
| CONTRACT & CONVERSION |
| Ratification and Legal effect of Pre Incorporation contracts – Kelner vs. Baxtor case. |
| CAPITAL & FINANCING |
| • Shares with differential voting rights. • Provisions for Issue of shares at discount, premium Utilisation of securities premium account. • Further issue of capital, section-62 • Sweat equity shares and ESOP |
| CS Executive Company Law Important Topics :ALTERATION OF CAPITAL |
| • Provisions relating to alteration of capital (Sec-61). • When capital stands automatically increased? • Provisions of buy back • Diminution of share capital. |
| PRIVATE PLACEMENT & PROSPECTUS |
| • When invitation is deemed made to public? Case studies: o Rattan Singh v. MD Moga Transport Co. o Govt. Stock and Other Securities Investment Co. Ltd. v. Christopher o South of England Natural Gas and Petroleum Co. Ltd • Provisions relating to Private placement (Sec-42). • Offer for sale • Untrue/Misstatement in prospectus and remedies available to allotee • Short Notes: • Personation • The Golden Rule Or Golden Legacy with cases • Shelf Prospectus • Deemed Prospectus • Abridge prospectus • Red Herring prospectus |
| DEBT CAPITAL |
| • Provisions for borrowing powers of directors and limits on it (Sec-179 & 180). • Ultra vires and Intra vires borrowings with case studies • Provisions for issue for debentures and DRR. (Section-71) • Doctrine of indoor management and its case laws as given in my notes. (Royal British bank, V.K.R.S.T Firm v. Oriental Investment Trust Ltd.) • Debenture Trustee. |
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| CS Executive Company Law Important Topics : CHARGES |
| • Difference between : o Fixed & Floating Charge o Mortgage & charge o Crystallization & Satisfaction of charge • Case studies of charges (all given in my notes) • Postponement of charge • Registration of charge and effect of non-registration. |
| ALLOTMENT OF SECURITIES |
| • Principles and provisions for allotment. • Legal effect of share certificate. |
| MEMBERSHIP IN COMPANY |
| • Modes of acquiring membership. • Minor as member • status of GDR holder. • Expulsion of member • Provisions of Register of member (Sec-88) with case M.F.R.D. Cruz. • Place for keeping register member. • Rights of members • Pre Emptive rights • Dissenting shareholder. |
| CS Executive Company Law Important Topics :TRANSFER & TRANSMISSION |
| • Co./Directors right to refuse transfer. Remedies for refusal • Difference between transfer & transmission. • transfer to minor • Forged transfer • Transposition of name |
| INSTITUTION OF DIRECTORS |
| • Section – 149 o Minimum and maximum no. of directors o Woman director • Section – 161 Casual/additional directors etc. • Director elected by small shareholders. • Appointment of directors to be voted individually (S-162) • Proportional representation for appointment of directors- (Section-163) • Right of persons other than retiring directors to stand for directorship (Section 160) • Disqualifications for appointment of director (Sec-164) • Resignation of director, consequence in case all director resigns. • Vacation of office of director. • Removal of directors (Sec-169) |
| Â INDEPENDENT DIRECTOR |
| • Definition and appointment of Independent director. • Tenure on Independent director, filing intermittent vacancy. • Role and functions of independent director. |
| CS Executive Company Law Important Topics :BOARD & ITS POWERS |
| • Distribution of powers of directors and company. • Provisions for meeting of board by video conferencing. • Matters not to be dealt by video conferencing • Quorum for section 8 company. • Audit committee. • Powers of directors and restrictions. • Section – 179 to 181 • Contributions o Charitable – sec – 181 o Political – sec – 182 • Related Party transactions. Sec-188 • Loans to directors and employees. Section-185. • Related party transactions • Prohibition on Forward dealing and insider trading of Securities Sec-194,195. |
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| KMP |
| • Definition of KMP • Appointment of MD/WTD/Manager Sec—196 & Schedule-V with case laws given in notes. • Provisions relating to Managerial remuneration in case of profit and inadequacy of profit or loss. • Company Secretary and Secretarial audit. |
| CS Executive Company Law Important Topics : GENERAL MEETINGS |
| • AGM – calling, day, time, place, extension etc : Sec.- 96 • EGM – Calling by members/time : Sec.-100 • Essential element for general meeting • Notice period : Sec.-101 • Quorum, adjournment of meeting for want of quorum and notice for it. • Proxies. Who can and maximum no. of proxy one can hold Sec.-105 • E-Voting at general meeting, applicability u/s 108 • Postal ballot. Mandatory business to be transacted through postal ballot : Section-110 • Demand for poll : Section-109 • Difference between OR and SR : Section-114 • Resolutions passed at adjourned meeting • Resolutions & Agreements to be filed with the ROC. S -117. • Minutes Of Meetings Sec-119. • Report on AGM |
| LOANS AND INVESTMENTS BY COMPANIES |
| • Loans and Investments by Companies. • Sec.-185 • Sec.-186 • Sec.-187 |
| DEPOSITS |
| • Deposits under the Act. And what is not deposit. • Eligible co. Sec- 76 • Conditions for accepting deposits u/s 73(2). • Limits on maturity period and amount on deposits. • Maintenance of liquid assets/Deposit redemption reserve. • Deposit trustee. • Deposit insurance. |
| CS Executive Company Law Important Topics : ACCOUNTS AND AUDIT |
| • Inspection of books of account – sec. 128 • Financial statements – sec -129 • CSR – sec. 135 • Internal audit • Term, reappointment and rotation of auditor – sec. 139 Powers of auditors – sec. 143 • Branch audit and cost audit |
| DIVISIBLE PROFITS AND DIVIDENDS |
| • Declaration of dividend – Sec. -123 • Difference between Interim and Final dividend • Dividend In Case Of Absence Or Inadequacy Of Profits. • Unpaid dividend account. |
| BOARD’S REPORT AND DISCLOSURES |
| • Board report – sec 134 • Signing of the board’s report and liability for mis-statement. • Directors responsibility statement. |
| CS Executive Company Law Important Topics :REGISTERS FORMS AND RETURNS |
| • Statutory books/registers • Register Of Members – Section 88 • Minutes Books – Section 118 • Annual Return – Section 92 • Register of directors |
| INSPECTION AND INVESTIGATION |
| • Purpose and powers of ROC to call for inspection (Sec 206) • Investigations (Section 209) • SFIO (Section 211-212) • Powers of Inspectors • Preparation by a company secretary to face investigation. |
| CS Executive Company Law Important Topics:MAJORITY RULE AND MINORITY RIGHTS |
| • Shareholder’s democracy. • Businesses which can be transacted at shareholders’ meeting only. • The Principle of Non-interference (Rule in Foss v. Harbottle) its position in India and its exceptions. • Provisions for Oppression and mismanagement. Case studies – Rajmundary Electric supply o Shanti Prasad Jain o Parasrampuria & ICICI bank |
| PRODUCER COMPANIES |
| • Producer co. and its registration procedure. • Benefits to members |
| LIMITED LIABILITY PARTNERSHIPS |
| • Partners and designated partners. • Advantages & disadvantages of LLP • Registration of LLP • LLP for the professionals. |
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| CS Executive Company Law Important Topics : APPLICATION OF Co. law TO DIFFERENT SECTORS |
| • Exceptions provided under companies act 2013 to specific sectors. |
| OFFENCES PENALTIES AND THEIR COMPOUNDING |
| • Officer who are in default • Compounding of offence • Punishment for fraud (section 447) |
| WINDING UP |
| • Is winding up and dissolution are synonymous? • Modes of winding up. • Grounds on which a company may be wound up by the court. • Case study: Shakti Agencies v. Manshuk Bhai Industries |
| CS Executive Company Law Important Topics :STRIKING OFF NAME OF COMPANIES |
| • Meaning and Procedure for striking off a company.With case • Fast track exit (FTE) mode for Striking off. • Procedure for getting Dormant co. status. • Restoration of name. • Vanishing companies |
| AN INTRODUCTION TO E-GOVERNANCE AND XBRL |
| • Organization of ROC offices under mca-21. • Key benefits of MCA 21 project. • Digital signature certificates (DSC) • XBRL |
| DIFFERENCE |
| • MOA and AOA • Doctrine of Ultra vires and Intra vires • Associate company and Subsidiary company • Annual general meeting and Extra ordinary general meeting • Body Corporate and LLP • ESOS’ and sweat equity shares • Difference between shareholder and member • Final dividend and interim dividend • Voluntary and compulsory winding up • Member’s and creditor’s winding up • Return and Annual report • Voting by show of hands and Voting through Electronic means |
Best CS Executive Company Law Video Lectures
CS Executive COMPANY LAWÂ MOST Important Topics to prepare before Exam
These topics should be read 1 day before exam : Accounts and Audit , Memorandum of Association and Article of Association very well, illegal association, Foreign company, Conversion of Sec 8 Co. into any other kind, Name clause, Doctrine of ultravires and Alter Ego, Variation in shareholder’s rights, Red Herring Prospectus, Private placement, ESOP, Proxy, Quorum, Poll, Notice, transfer and transmission, sweat Equity shares, bonus shares. Directors – Resignation, Disqualifications, vacation of office, Political contribution, interested director, loan to director, insider trading , Inter corporate loans and investments, Difference between Dissolution v/s winding up, members v creditors voluntary winding up, Foss v. Harbottle, SFIO, Debenture Trustee, Director responsibility statement, Features of LLP, Inspection and investigation, Audit committee, Underwriting commission, Investor education and protection fund.
Important Topics of CS Executive Exam
Here we are providing subject wise important topics to CS Executive students. See below How to prepare CS Executive Module – 1 and Module – 2. Click below links
Module – 1
CS Executive Cost and Management Accounting
CS Executive Economic and Commercial Laws
CS Executive Tax Laws and Practice
Module – 2
CS Executive Capital Market and Securities laws
CS Executive Company Accounts and Auditing Practices
CS Executive Industrial labour and General Laws
