CS Executive New Syllabus Company Law Important Topics

CS Executive New Syllabus Company Law Important Topics

CS Executive New Syllabus Company Law Important Topics. In the previous post, we have given tips on How to Prepare CS Executive New Syllabus Company Law. Today we are providing important Topics and Questions which should be prepare very well for CS Executive New Syllabus Company Law Paper.Scroll Down

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CHAPTER WISE IMPORTANT TOPICS : Part I: Company Law, Principles & Concepts (50 Marks)

Note: As December 2018 Exam is First Attempt of CS Exams New Syllabus, We are providing you a Broader List of Important Topics so that you do not miss out on anything. Also this List is made keeping into view ICSI Study Material.

CS Executive New Syllabus Company Law Important Topics : Introduction to Company Law
  1. Nature and characteristics of a company
  2. Exceptions to principle of limited liability
  3. Difference between company and LLP
  4. Doctrine of Corporate Veil
  5. Key Concepts (important definitions)
  6. Number of members required to form a company
  • Case laws-
  • Salomon v. Salomon and Co. Ltd
  • Lee v. Lee’s Air Farming Ltd.
  • C. Cooper v. Union of India
  • Tulika v. Parry and Co
  • R.G. Films Ltd.
  • Connors Bros. V. Connors
  • Daimler Co. Ltd. V. Continental Tyre & Rubber Co
  • Sir Dinshaw Maneckjee Petit,
  • Vodafone case
  • Workmen Employed in Associated Rubber Industries Limited, Bhavnagar v. The Associated Rubber Industries Ltd
CS Executive New Syllabus Company Law Important Topics : Shares and Share Capital
  1. Classification Of Share Capital
  2. Share And Types Of Share Capital
  3. Overview Of Issue Of Securities
  4. Prospectus And Types Of Prospectus
  5. Offer Of Sale
  6. Utilisation Of Securities Premium Account
  7. Issue Of Shares At Discount
  8. Allotment Of Securities And Its Principles
  9. When Can A Company Issue Duplicate Share Certificate?
  10. Manner Of Issuing Share Certificates/ Duplicate Share Certificates
  11. Record Of Depository Is Prima Facie Evidence For Shares In Depository Form
  12. Time Of Issue Of Certificate Of Securities
  13. Significance Of Share Certificate
  14. Whether Share Certificate An Official Publication
  15. Legal Effect Of Share Certificate
  16. Equity Shares With Differential Voting Rights And Its Issue Procedure
  17. Issue And Redemption Of Preference Shares
  18. Further Issue Of Share Capital
  19. Private Placement Of Shares
  20. Bonus Shares
  21. Sweat Equity Shares
  22. Buy Back Of Securities
  23. Reduction Of Share Capital
  24. Diminution Of Share Capital Is Not A Reduction Of Capital
  25. Transfer Or Transmission Of Securities
  26. Power Of Board To Refuse Registration
  27. Rectification Of Register Of Members
  28. Transfer Without The Authority Of The Owner
  29. Distinction Between Transfer And Transmission
  30. Forged Transfer
  31. Transposition Of Name
  32. Death Of Transferor Or Transferee Before Registration Of Transfer
  33. Rights Of Transferor
  34. Dematerialisation And Rematerialisation Of Shares
CS Executive New Syllabus Company Law Important Topics : Members and Shareholders
  1. Definition Of ‘Member’
  2. Modes Of Acquiring Membership
  3. Who May Become A Member
  4. Cessation Of Membership
  5. Expulsion Of A Member
  6. Register Of Members Etc
  7. Place Of Keeping And Inspection Of The Registers
  8. Foreign Register
  9. Closing Of Register Of Members
  10. Declaration By Persons Not Holding Beneficial Interest In Any Share
  11. Rights Of Members
  12. Liability Of Members
  13. Variation Of Shareholder’s Rights
  14. Businesses Which Are Required To Be Transacted By Shareholders
  15. Enforceability Of The Shareholder’s Agreement
  16. Veto Power

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CS Executive New Syllabus Company Law Important Topics : Debt Instruments
  1. Power of Company to Borrow
  2. Unauthorized or Ultra Vires Borrowing
  3. Debentures and its kinds
  4. Difference between Debenture and Debenture Stock
  5. Issue of Debentures
  6. Appointment of Debenture Trustees
  7. What is Deposit?
  8. Acceptance of Deposits from members
CS Executive New Syllabus Company Law Important Topics : Charges
  1. Definition Of Charge
  2. Kinds Of Charges
  3. Crystallisation Of Floating Charge
  4. Invalidity Of Floating Charge
  5. Difference Between Mortgage And Charge
  6. Difference Between Pledge And Charge
  7. Registration Of Charges-
  8. Condonation Of Delay By Registrar- Within 300 Days From The Date Of Creation Of Charge/Its Modification
  9. Condonation Of Delay By The Central Government Beyond 300 Days From The Date Of Creation
  10. Application For Registration Of Charge By The Charge-Holder, When Company Fails To Register A Charge
    Acquiring Property Under Charge And Modification Of Charge
  11. Satisfaction Of Charges
  12. Power Of Registrar To Make Entries Of Satisfaction In Absence Of Intimation From The Company
  13. Notice Of Charge
  14. Consequences Of Non-Registration Of Charge
CS Executive New Syllabus Company Law Important Topics : Distribution of Profits
  1. Meaning And Definition Of Dividend
  2. Declaration Of Dividend
  3. Unpaid Dividend Account
  4. Investor Education And Protection Fund
  5. Utilisation Of Investor Education And Protection Fundright To Dividend, Rights Shares And Bonus Shares To Be Held In Abeyance Pending Registration Of Transfer Of Shares
  6. Punishment For Failure To Distribute Dividends
  7. Claiming Of Unclaimed/Unpaid Dividend

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CS Executive New Syllabus Company Law Important Topics : Corporate Social Responsibility
  1. Corporate Social Responsibility Applicability And Its Cessation
  2. The Functions Of CSR Committee
  3. CSR Activities
  4. CSR Expenditure
  5. Whether CSR Expenditure Of A Company Can Be Claimed As Business Expenditure?
  6. Can The Unspent Amount From Out Of The Minimum Required CSR Expenditure Be Carried Forward To The Next Year?
CS Executive New Syllabus Company Law Important Topics : Accounts, Audit and Auditors
  1. Requirement Of Keeping Books Of Account Etc
  2. Place Of Keeping Books Of Account
  3. Persons Responsible To Maintain Books
  4. Financial Statement
  5. Consolidated Financial Statements
  6. Manner Of Consolidaton Of Accounts
  7. Voluntary Revision Of Financial Statements Or Board’s Report
  8. Signature Of Financial Statement
  9. Copy Of Financial Statement To Be Filed With Registrar
  10. Objectives Of National Financial Reporting Authority
  11. Constitution Of Nfra
  12. Central Government To Prescribe Accounting Standards
  13. Indian Accounting Standards Applicability Under Rule 3 Of The Companies (Indian Accounting Standards) Rules, 2015
  14. Appointment Of Auditors
  15. Disqualifications Of Auditor
  16. Mandatory Rotation Of Auditors
  17. Rotation Of Auditors
  18. Re-Appointment Of Retiring Auditor
  19. Appointment Of Auditor Other Than Retiring Auditor By Special Notice
  20. Casual Vacancy In The Office Of Auditor
  21. Removal And Resignation Of Auditor
  22. Auditor Not To Render Certain Services
  23. Reporting Of Frauds By Auditor
  24. Cost Records & Audit
  25. Secretarial Audit
  26. Internal Audit
CS Executive New Syllabus Company Law Important Topics : Transparency and Disclosures
  1. Annual Report
  2. Related Party Disclosure
  3. Management Discussion And Analysis
  4. Disclosure In Board’s Report
  5. Signing Of Board’s Report
  6. Filing Of The Board’s Report
  7. Applicability Of Annual Return
  8. Signing Of Annual Return
  9. Certification Of Annual Return
  10. Different Policies Under Companies Act 2013
  11. Directors’ Responsibility Statement

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CS Executive New Syllabus Company Law Important Topics : An overview of Inter-Corporate Loans, Investments, Guarantees and Security, Related Party Transactions:
  1. Not More Than Two Layers Of Investment Companies
  2. Limits For Loans, Guarantees, Security And Investment
  3. Non Applicability Of Section 186
  4. Prior Approval By Special Resolution [Section 186 (3)]
  5. Rate Of Interest [Section 186(7)]
  6. Default Subsists With Respect To Repayment Of Deposits [Section 186(8)]
  7. Investments To Be Held In Company’s Own Name And Its Exceptions
  8. Related Party Transactions
  9. List Of Relatives In Terms Of Section 2(77)
  10. Meaning Of Ordinary Course Of Business
  11. Your Company Is A Public Limited Company Which Wishes To Make Investments In The Shares Of Another Company. The Total Investment Exceeds The Statutory Limit Stipulated By The Act. What Are The Formalities To Be Complied With In This Regard?
CS Executive New Syllabus Company Law Important Topics : Registers and Records
  1. Register Of Members
  2. Foreign Register
  3. Books Containing Minutes Of Proceedings Of General Meeting, Meeting Of Board Of Directors And Other Meeting And Resolution Passed By Postal Ballot
  4. Requirement Of Keeping Books Of Account
  5. Register Of Investments In Securities Not Held In Company’s Name
  6. Preservation Of Registers And Records
  7. Register Of Charges
CS Executive New Syllabus Company Law Important Topics : An overview of Corporate Reorganization
  1. Re. Hindustan Lever V. State Of Maharashtra
  2. Li Taka Pharmaceuticals Ltd. V. State Of Maharashtra And Other
  3. Power To Compromise Or Make Arrangements With Members Or Creditors
  4. Power Of The Tribunal To Enforce Compromise Or Arrangement
  5. Merger And Amalgamation Of Certain Companies
  6. Power To Acquire Shares Of Shareholders Dissenting From Scheme Or Contract Approved By Majority
  7. Purchase Of Minority Shareholding
  8. Power Of Central Government To Provide For Amalgamation Of Companies In Public Interest
  9. The Principle Of Non-Interference (Rule In Foss V. Harbottle)
  10. Prevention Of Oppression And Mismanagement
  11. Class Action Suits
  12. Winding Up Of Companies
  13. Voluntary Winding Up
  14. Who Shall Conduct The Valuation?
  15. Institute Of Company Secretaries Of India – Registered Valuer Organisation (Icsi-Rvo)

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CS Executive New Syllabus Company Law Important Topics : Introduction to MCA 21 and filing in XBRL
  1. Front Office And Back Office
  2. Substantial Benefits Of Mca21
  3. Central Registration Centre (Crc)
  4. Run Facility
  5. Stp Forms
  6. Hardware And Software Requirements Under E – Filing
  7. Necessity Of Pre-Certification
  8. Xbrl Filing
  9. Steps For Filing Financial Statements In Xbrl Mode
  10. Various Forms And Their Purposes
  11. Penalty For Filing False Documents/Statements With The Registrar
  12. State The Check Points With Reference To Form No. Pas-3.
  13. Modes Of Payment Under Filing Of Forms Under Companies Act, 2013
  14. State The Check Points with reference to Form No. FC-4
CS Executive New Syllabus Company Law Important Topics : Global Trends and Developments in Company Law. Case Laws, Case Studies and Practical Aspects
  1. United Kingdom (Uk)
  2. Discuss The Essential Ingredients Of A Good System Of Company Law

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

CS Executive New Syllabus Company Law Important Topics : Board Constitution and its Powers
  1. Minimum/Maximum Number Of Directors In A Company
  2. Number Of Directorships
  3. Power Of Board
  4. Restriction On Powers Of Board
  5. Contributions To Charitable Funds And Political Parties
  6. Audit Committee
  7. Nomination And Remuneration Committee
  8. The Stakeholders Relationship Committee
  9. Risk Management Committee Under Sebi (Listing Obligations And Disclosure Requirement) Regulations, 2015
  10. Corporate Social Responsibility Committee
CS Executive New Syllabus Company Law Important Topics : Directors
  1. Director Identification Number (Din)
  2. Procedure For Application For Allotment Of Din
  3. Cancellation/Surrender/Deactivation Of Din
  4. General Provisions Regarding Din
  5. First Director
  6. Women Director
  7. Director Elected By Small Shareholders
  8. Independent Directors
  9. Additional Director And Its Appointment Procedure
  10. Alternate Director And Its Appointment Procedure
  11. Appointment Of Directors In Casual Vacancy
  12. Appointment Of Directors To Be Voted Individually
  13. Appointment Of Directors By Members At General Meeting
  14. Right Of Persons Other Than Retiring Directors To Stand For Directorship
  15. Appointment Of Director By System Of Proportional Representation
  16. Appointment Of Nominee Directors
  17. Disqualifications For Appointment Of Director
  18. Removal Of Directors By Shareholders And Its Procedures
  19. Vacation Of Office By Director
  20. Resignation Of Directors
  21. Loans To Directors And Its Exemptions
CS Executive New Syllabus Company Law Important Topics : Key Managerial Personnel (KMP’s) and their Remuneration
  1. Appointment of managing director, whole-time director or manager
  2. Appointment with the approval of central government
  3. Appointment of a person as managing director, who is managing director of another company
  4. Who is an “officer who is in default”
  5. Company secretary appointment, role and responsibilities
  6. Functions of company secretary
  7. Overall maximum managerial remuneration
  8. Managerial remuneration when there are no profits or profits are inadequate
  9. Remuneration payable by companies having no profit or inadequate profit without central government approval
  10. Remuneration payable by companies having no profit or inadequate profit without central government approval in certain special circumstances
  11. Remuneration to directors in other capacity
  12. Sitting fees to directors for attending the meetings
  13. Compensation for loss of office of managing or whole- time director or manager

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CS Executive New Syllabus Company Law Important Topics : Meetings of Board and its Committees
  1. Frequency of the Meetings of the Board
  2. Quorum for Board Meetings
  3. Chairman of the meeting of the Board/Committee
  4. Passing of Resolution by Circulation
  5. Duties of Company Secretary before at and after the meeting
CS Executive New Syllabus Company Law Important Topics : General Meetings
  1. Annual general meeting
  2. Convening of a valid general meeting
  3. Extra-ordinary general meeting
  4. Types of resolutions
  5. Resolutions requiring special notice
  6. Notice of meeting
  7. Persons entitled to receive notice
  8. Quorum for meetings
  9. Adjourned meetings
  10. Chairman of meetings
  11. Proxies
  12. Demand for poll
  13. Postal ballot
  14. Secretarial standard on minutes
  15. Short note on scrutinizer
CS Executive New Syllabus Company Law Important Topics : Virtual Meetings
  1. Virtual meeting – definition
  2. Brief requirements for virtual meeting
  3. Virtual board meetings
  4. The attendance registers
  5. Matters not to be dealt with in a meeting through video conferencing or other audio visual means
  6. Virtual agm/egms
  7. Difficulties in holding virtual meetings of members

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

CS Executive New Syllabus Company Law Important Topics : Legal framework governing Company Secretaries
  1. Associates and Fellows
  2. Deemed “to be in practice”
  3. Disciplinary Directorate
  4. Disciplinary Committee
  5. Professional misconduct in relation to Company Secretaries in Practice
  6. Professional misconduct in relation to members of the Institute in service
  7. Professional misconduct in relation to members of the Institute generally
  8. Short note on Appellate Authority
CS Executive New Syllabus Company Law Important Topics : Secretarial Standards Board
  1. Functions of the Secretarial Standards Board
  2. Process of making Secretarial Standards
  3. Need and scope of Secretarial Standard
CS Executive New Syllabus Company Law Important Topics : Mega Firms
  1. Multidisciplinary/mega firm
  2. Pre requisites
  3. Risks
  4. Process Of Constitution
  5. Revenue Sharing Models
  6. Difference between Sole Proprietor form of practice and mega firm

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CS Executive New Syllabus Company Law :

Company law is the crux in the life of a Company Secretary. This subject has to be prepared with keeping in view long term use also.

Company Secretaryship being a professional course, the examination standards are set very high, with focus on knowledge of concepts, their application, procedures and case laws, for which one has to prepare conceptually.

In a self regulated regime, Company Secretary subjected to a strict code of conduct is looked upon by the regulators, as ethical and trustworthy professional whose professional judgment and competence has made a mark in the corporate sector. It is a moral duty of all of us as Company Secretaries to strictly abide by the Code of Conduct laid down by the Council of the Institute.

CS Executive New Syllabus Company Law Important Topics : Important Topics of CS Executive New Syllabus 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

CS Executive New Syllabus Module 1 Important Topics

How to Prepare CS Executive New Syllabus Module 1 ?

  1. CS Executive New Syllabus Company Law Important Topics
  2. CS Executive Jurisprudence Interpretation and General Laws Important Topics
  3. CS Executive New Syllabus Tax Laws Important Topics
  4. CS Executive Setting Up of Business Entities and Closure Important Topics
  1. How to Prepare CS Executive New Syllabus Company Law ?
  2. How to Prepare CS Executive Jurisprudence Interpretation and General Laws ?
  3. How to Prepare CS Executive New Syllabus Tax Laws ?
  4. How to Prepare CS Executive Setting Up of Business Entities and Closure ?

CS Executive New Syllabus Module 2 Important Topics

How to Prepare CS Executive New Syllabus Module 2

  1. CS Executive Securities Laws and Capital Market Important Topics
  2. CS Executive Corporate and Management Accounting Important Topics Important Topics
  3. CS Executive Financial and Strategic Management Important Topics
  4. CS Executive Economic Business and Commercial Laws Important Topics
  1. How to Prepare CS Executive Securities Laws and Capital Market ?
  2. How to Prepare CS Executive Corporate and Management Accounting Important Topics ?
  3. How to Prepare CS Executive Financial and Strategic Management ?
  4. How to Prepare CS Executive Economic Business and Commercial Laws ?
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