In this article we will provide you Tips on How to Prepare CS Executive Company Law New Syllabus for December 2020 Exam. In previous Article we have told you about Best CS Executive Company Law New Syllabus Video Lectures. By going through this post, you will be able to approach this subject in a effective way. Check out the Video for Full Detailed way on How to Prepare for CS Executive Company Law.
CS Executive Company Law New Syllabus
Introduction : In view of increasing emphasis on adherence to norms of good corporate governance, Company Law assumes an added importance in the corporate legislative milieu, as it deals with structure, management, administration and conduct of affairs of Companies. Paper on Company Law is divided into three parts:- Part I deals with Company Law, Principles & Concepts, Part II deals with Company Administration and Meetings – Law and Practices and Part III deals with Company Secretary as a Profession.
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Objective :
Part I emphasises on principles and legal fundamentals with respect to the raising of capital through various sources, allotment of securities, maintaining of records, disclosure and transparency, members and their shareholding, concerns of stakeholders. This also guides on the secretarial and strategic work involved in above stated matters.
Part II relates to the fundamental role that a board of directors play in supporting, guiding the management team in generating long term added value for the shareholders and society at large and to account to the shareholders for companies long term performance. Right decision making is important for company’s growth, board meetings leads to greater strategic decision making whereas the shareholder meetings leads to greater transparency and accountability. Company secretary plays a vital role in preparation, convene and conduct of the meetings.
Part III relates to conduct of company secretaries, discusses brief about Secretarial Standards Board and future of professional practice i.e. mega firms.
How to Prepare CS Executive Company Law New Syllabus : Lesson 1: Introduction to Company Law |
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A Company is a legal entity, allowed by legislation, which permits a group of people, as shareholders, to apply to the regulators for an independent organization to be created, which can then focus on pursuing set objectives, and empowered with legal rights which are usually only reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. These distinct fundamental legal features and characteristics of a company makes it more advantageous over other forms of business like sole proprietorship, Hindu undivided family, partnership, Limited Liablility Partnership, etc. The Lesson gives an insight of the distinct features of the company and advantages otherwise. A company is regarded as a istinct legal entity and is said to cast a veil between the company and its human constituents, ‘the corporate veil’. This veil can be pierced for the purpose of imposing some form of liability on a company’s shareholders and / or directors. There are many court cases and exceptions to this which have been discussed in detail in this Lesson.This Lesson also gives an overview of the developments of company law and discusses the features of a company form of business. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 2: Shares and Share Capital |
| Importantly share capital refers to the funds that a company raises in exchange for issuing an ownership interest in the company in the form of shares. “Share capital” may also describe the number and types of shares that compose a company’s share structure. There are two general types of share capital, which are equity and preference shares.
There are several compliances that need be done pre and post the securities are issued such as issue of share certificates, dematerialization, register of members, allotment of securities. The Lesson also introduces to the basic modalities of issue of securities and allotment thereunder. As a prospected company secretary understanding of processes involved in raising of capital, issuance of securities, reduction of share capital, buy-back is of utmost importance. This Lesson provides an overview on the subject covering both theory and practical aspects. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 3: Members and Shareholders |
| Members may come and members may go but the company goes on for ever. A person whose name is entered in the register of members of a company becomes a member of that company. The register includes every single detail about the member like name, address, occupation, date of becoming a member, etc. It also includes every person who holds company’s shares and whose name is entered as the beneficial owners in depository records. An individual who owns the share of a public or a private company is known as a ‘Shareholder.’ The terms shareholders and members are commonly used as synonyms, as one can become a member of the company, except by way of holding shares. In this way, a member is a shareholder and a shareholder is a member. The statement is true but not completely, as it is subject to certain exceptions, i.e. a person can become the holder of shares through transfer, but is not a member, until the transfer is entered in the register of members. This Lesson gives an insight on secretarial practices expected to be known by the prospected company secretaries on maintaining register of members, shareholder agreement etc. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 4: Debt Instruments |
| An issue of debenture plays a great role in long-term planning and decision-making. In modern competitive business era, every company needs fund for any business opportunity. This financing can be fulfilled only by issuing owner’s capital and debt capital. The issue of debenture, in one side creates the obligation for the payment of interest at a fixed rate and in another side, it causes an increase in ‘ earning per share’ due to comparatively less number of shares issued. Companies need to follow certain procedures for issue of debentures to raise money. These have been elaborated under Companies Act, 2013 and have been discussed in this Lesson. Deposits have been defined under the Companies Act, 2013 (“2013 Act”) to include any receipt of money by way of deposit or loan or in any other form by a company. However what shall not constitute deposits has been prescribed under law in consultation with the Reserve Bank of India. The Lesson provides an overview of the same. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 5: Charges |
| A charge is a right created by any person including a company referred to as “the borrower” on its assets and properties, present and future, in favour of a financial institution or a bank, referred to as “the lender”, which has agreed to extend financial assistance. Section 2(16) of the Companies Act, 2013 defines charges so as to mean an interest or lien created on the property or assets of a company or any of its undertakings or both as security and includes a mortgage The following are the essential features of the charge which are as under: 1. There should be two parties to the transaction, the creator of the charge and the charge holder. 2. The subject-matter of charge, which may be current or future assets and other properties of the borrower. 3. The intention of the borrower to offer one or more of its specific assets or properties as security for repayment of the borrowed money together with payment of interest at the agreed rate should be manifested by an agreement entered into by him in favour of the lender, written or otherwise. Companies Act, 2013 details the procedure for creation, modification and satisfaction of a charge. As a prospected company secretary you are expected to advise the management on the subject and ensure compliance to the same. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 6: Distribution of profits |
| Profit or a portion of profit that can be legally distributed as a dividend to the shareholders is known as Divisible Profit. Considering the small shareholders and their concerns with regard to failure to transfer the dividend to the shareholders the Companies Act, 2013 provides for elaborate mechanism where the shareholders can claim the shares through an authority constituted for the purpose i.e. Investor Education and Protection Fund (IEPF). The Act clearly enunciates the procedure for transfer of unpaid dividend to separate account and thereafter after particular time period to the authority. The company has to mandatorily comply with the legal requirement, failure may attract penal provisions, as well as this may also be reflected in the Board’s report. A company secretary is also an investor relation officer of the company, he acts as a bridge between the shareholder and company management. This Lesson shall enable the readers to understand the procedures and implement the same while practically operating. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 7: Corporate Social Responsibility |
| The concept of Corporate Social responsibility (CSR) has been introduced for the first time in India through Companies Act, 2013. With the enactment of the Companies Act, 2013, India has become the forerunner to mandate spend on Corporate Social Responsibility (CSR) activities through a statutory provision. India has a tradition of corporate philanthropy, while many corporate houses like TATA, Birlas have been traditionally engaged in doing CSR activities voluntarily, the new CSR provisions has put a greater responsibility on companies in India to set out clear CSR framework.The Act mandates the spending of atleast 2 % of the net profits towards CSR activities within the defined parameters. The Board is responsible to ensure compliance with the provision. Noncompliance of the provision has to be reflected in the Board’s report and may not be taken well by the investors. This Lesson details the framework that the company has to comply with right from the constitution of the committee, to its role and manner in which a company can carry out its CSR activities, and CSR reporting. As a company secretary you have to guide the Board on the subject. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 8: Accounts, Audit and Auditors |
| Maintaining of company Book of Accounts is mandatory for all types of companies under the Companies Act, 2013. Private Limited Company, One Person Company and Limited Company including Small Companies are required to maintain proper book of accounts. Further, the Books of Accounts of a Company is the basis on which financial statements of a Company are prepared for company annual return filing. Therefore, maintenance of proper company account is both mandatory and necessary. According to the Companies Act, 2013, a Company’s Book of Accounts is considered to be maintained properly if it satisfies the following two conditions: • Books which are necessary to give a true and fair view of the state of affairs of the company is kept along with the documents required to explain the transactions. • Books are kept on accrual basis and according to the double entry system of accounting. Having an effective audit system is important for a company because it enables it to pursue and attain its various corporate objectives. Business processes need various forms of internal control to facilitate supervision and monitoring, prevent and detect irregular transactions, measure ongoing performance, maintain adequate business records and to promote operational productivity. The Lesson details the maintenance of accounts in the company and how the auditors have to be appointed, role of auditors and legal provisions relating to the same. A company has to undertake secretarial audit, cost audit, statutory audit as per the threshold requirement under law. As a company secretary this is an important area and must be well understood by the readers. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 9: Transparency and Disclosures |
| Transparency and disclosure are fundamental to the way businesses are conducted. Transparency and disclosure are essential elements of a robust corporate governance framework as they provide the base for informed decision making by shareholders, stakeholders and potential investors in relation to capital allocation, corporate transactions and financial performance monitoring. The new concept of transparency has put more responsibilities on the corporation by imposing to disclose true and fair picture to every stakeholder and different stakeholder groups. A company has to make disclosures in Board ‘s Report under various enactments. Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 and, Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have mandated disclosures at many places. The Lesson also discusses the disclosures to be made by the company on the website, through its Annual report and Annual return. SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 requires listed entities to maintain various policies. This Lesson gives an overview of the same. As an important part of secretarial practice this Lessonshall enable prospected company secretaries to understand the various disclosures required and would help them to guide the Board and management not only on the legal parameters but also in terms of financial and non-financial benefits derived all kinds of true and fair disclosures. |
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How to Prepare CS Executive Company Law New Syllabus :Lesson 10: An overview of Inter Corporate Loans, Investments, Guarantees and security,Related Party transactions |
| Inter corporate loans and investments play a vital role in the growth of Industries since they result in flow of funds to group companies or other companies in need of funds.The Companies Act, 2013 (Act) has come up with a change in the concept of ‘Loan and Investment by Company. The new Act provides that inter-corporate investments not to be made through more than two layers of investment companies. Transactions with related parties are a basic human instinct. This applies both for personal & commercial transactions.Thereis a possibility that such transactions might have not occurred on ‘arm’s length’ consideration. Related party transactions adopted by the companies could be a possible tool for corporate abuse. Transfer of economic resources to the related party at less than arm’s length price is necessitated for host of reasons ranging from evasion/avoidance of tax liability to siphon-off the resources. That’s why various laws and regulations stipulate the deeper scrutiny and the greater disclosures of such transactions. The Companies Act, 2013 does provide for a framework for transactions in which directors, etc., are interested with a view to avoid situation of conflict of interest The lesson examines the legal provisions with respect to related party transaction; inter corporate loans, investments, guarantees and security. This Lesson enables the students to understand the legal framework and guide the board members and shareholders in future. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 11: Register and Records |
| The Companies Act, 2013 and the rules made there under lays down that every company incorporated under the Act has to maintain Statutory Registers. The Registers need to maintained and updated eventually and should be kept at the registered office of the company. Some of the Registers are required to be kept open for inspection by directors, members, creditors and by other persons. A company is required to provide the extracts from the registers, if demanded by directors, members, creditors and by other persons on payment of specified fees. The registers and records are to be preserved for certain period for some or the other reason. This is of absolute importance for the secretarial practice whether by company secretary in employment or in practice. This Lesson covers all the registers to be maintained by the company under the Act and shall enable the understanding of the same. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 12: An overview of corporate reorganization |
| Corporate reorganization requires compliances of not only Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Indian Stamp Act 1899, income Tax Act, 1961 etc. Apart from complying with the rules and regulations of an organisation, the company secretary also plays a pivotal role in corporate restructuring exercises. This Lesson gives an overview of the legal and procedural requirement to be complied by the company. As a prospected company secretary you are expected to guide the Board and management on the proper restructuring model, legal and procedural technicalities etc. this Lesson would enable you to gain knowledge of the subject. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 13: Introduction to MCA21 and filing in XBRL |
| A very important area of work of company secretaries relate to secretarial practice. MCA 21 is a portal which facilitates the electronic filing under Companies Act, 2013. This Lesson highlights the basic technicalities of the portal and discusses certain details of various forms to be submitted to MCA |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 14: Global Trends and Developments in Company Law |
| Indian Company Law is based on various best practices from around the world. This is a theory based Lesson which gives you an idea of how the developments across various nations have impacted the country’s corporate law. This Lesson covers salient features of company law emerged/ emerging in the following countries: ♣ United Kingdom ♣ The United States of America ♣ Australia ♣ Canada ♣ Hong Kong ♣ Singapore |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 15: Board Constitution and its Powers |
| The Board of director is the ultimate decision – making body and determines the delegation of powers throughout the company; it is the primary organ of the company. The role of the Board is summarized as: • Providing entrepreneurial leadership • Setting strategy • Ensuring the human and financial resources are available to achieve objectives • Reviewing management performance • Setting up company’s values and standards • Ensuring robustness of financial controls and risk management This Lesson guides on the constitution of the Board, its powers and restrictions. Board committees are constituted in accordance with Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, the Lesson discusses the same and the major role assigned to them under law. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 16: DIRECTORS |
| The directors play a very important role in the day to day functioning of the company. It is the board, who is responsible for the company’s overall performance. Only individuals can be appointed as directors of a company. The subscribers to the memorandum who are individuals are deemed to be the first directors of the company. Thereafter the shareholders or in many cases the board of directors appoint the directors. The Act has brought in many new provisions such as appointment of women director, resident director, independent director by certain class of companies. The Lesson discusses the procedure for appointing the various types of directors, the rights, duties of a director. As a company secretary you should be in know of the subject. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 17: Key Managerial Personnel and their Remuneration |
| The Companies Act 2013 has introduced a new concept for appointment of the Key Managerial Personnel at `top level of the organizational structure. In the new Act the position of company secretary has been enhanced multifold, from record keeper to key managerial personnel. A present day company secretary is expected to do statutory, administrative, managerial and strategic functions. This Lesson guides on the appointment, procedure for appointment and role to be undertaken as KMP. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 18: Meetings of the Board and its Committees |
| Under Companies Act, 2013 the Board has to meet atleast four times in a year and not more one hundred and twenty days shall intervene between two consecutive Board meetings. The committees have to meet in accordance with the terms of reference of the committee. As a company secretary you need to guide the members on the conduct of affairs of the company and facilitate the convening of meetings and attend Board and Committee meetings and maintain minutes of these meetings. This Lesson gives the basic idea of holding a meeting of the board or committee. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 19: General Meetings |
| A company may have many kinds of meetings; general meetings are one among them. In very simple terms, a meeting of general body may be called general meeting. General meeting comprises of all general members of an ecognized n that is company in our case. A general meeting may be Annual General Meeting (AGM), Extra – ordinary General Meeting (EGM) and class meetings. A company secretary plays a critical role in preparation, convening, holding and conducting a meeting. This Lesson gives an overall idea of not only legal framework but also secretarial work involved in conducting a meeting. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 20: Virtual meetings |
| The new Act permits for meeting of Board of directors through video conferencing or audio conferencing. The Lesson discusses the broad parameters of holding such meetings and the restrictions thereat. E-voting at a general meeting has now been practiced and well ecognized by the law but the concept EAGM is still not practiced in India. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 21: Legal framework governing Company secretaries |
| Professionals are expected to conduct themselves in such a manner so as to uphold the grace, dignity and professional standing of their respective Institutes. Any commitment to complete a particular assignment as agreed by the person himself should be completed in a professional manner. The purpose of this Lesson is to explain to the students, expectation as a member with respect to various aspects of the ethical conduct. This lesson has been designed to assist in defining appropriate personal and professional conduct, to provide guidance in the identification and resolution of ethical issues, and to help the students (the future members) of the Institute to maintain the culture of honesty, integrity, transparency and accountability. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 22: Secretarial Standards Board |
| A company needs to comply with the mandatory requirement of compliance with the Secretarial Standards. A company secretary in whole time employment is required to guide the Board of Directors of the company on the compliances of the secretarial standards. On the other hand a practicing company secretary while conducting secretarial audit has to ensure the compliance. This Lesson shall give the readers a broader perspective of how the standards are formulated and developed. |
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How to Prepare CS Executive Company Law New Syllabus : Lesson 23: Mega Firms |
| In a rapidly changing economy, industrial environment and emergence of the need for corporate governance and ethical business practices of voluntary disclosures, role of a practicing company secretary has also changed swiftly. Company Secretary in Practice has become a crucial player. The stakeholders are becoming vigilant towards the compliances. It is the prime duty of a professional to meet the expectations of the stakeholders at any given point of time. Company Secretary in practice may face technical, time and knowledge constraint after certain point of time in profession. There comes the need of having a practicing firm, mega firms. Keeping in view of the present needs of the corporate and multi dimensional growth of CS profession especially in the areas of practicing in the areas of Corporate Laws, Labour laws, RBI/ FEMA, acting as Secretarial Audit, Resolution Professional Insolvency Bankruptcy Code, GST Practitioner there is a need to structure and build the mega firms. This chapter gives an overview of benefits, challenges of constituting mega firms. |
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Module I
1. How to Prepare CS Executive New Syllabus Jurisprudence, Interpretation and General Laws
2. How to Prepare CS Executive New Syllabus Company Law
3. How to Prepare CS Executive New Syllabus Setting up of Business Entities and Closure
4. How to Prepare CS Executive New Syllabus Tax Laws
Module II
5. How to Prepare CS Executive New Syllabus Corporate and Management Accounting
6. How to Prepare CS Executive New Syllabus Securities Laws and Capital Markets
7. How to Prepare CS Executive New Syllabus Economic Business and Commercial Laws
8. How to Prepare CS Executive New Syllabus Financial and Strategic Management
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