2y ago
3.84 MB
730 Pages
Last View : 11d ago
Last Download : 1m ago
Upload by : Azalea Piercy


THE INSTITUTE OF COMPANY SECRETARIES OF INDIATIMING OF HEADQUARTERSMonday to FridayOffice Timings – 9.00 A.M. to 5.30 P.M.Public Dealing TimingsWithout financial transactions – 9.30 A.M. to 5.00 P.M.With financial transactions – 9.30 A.M. to 4.00 si.eduE-mailinfo@icsi.eduLaser Typesetting by AArushi Graphics, Prashant Vihar, New Delhi, andPrinted at M P Printers/January 2019ii

PROFESSIONAL PROGRAMMEADVANCE COMPANY LAW AND PRACTICEThis study material has been published to aid the students in preparing for the Advance Company Law andPractice paper of the CS Professional Programme. Company Law has undergone radical changes overthe past few years, so is the procedural requirements relating to compliance under various provisions ofthe Company Law. As the Company Secretary plays an important role in ensuring compliance of variousprovisions of the company law thereby avoiding penal consequences, this study material has been preparedwith a view to provide an expert knowledge and understanding of the various procedural requirements ofCompany Law. With this objective in mind, a number of specimen notices, minutes, resolutions and formshave been included at relevant places. However, the students are advised to study the various proceduresrelevant for the purpose of this paper, in the light of the provisions of the Company Law and Rules madethereunder.Company Secretaryship being a professional course, the examination standards are set very high, withemphasis on knowledge of concepts, applications, procedures and case laws, for which sole reliance onthe contents of the study material may not be enough. Besides, Company Secretaries Regulations, 1982requires the students to be conversant with the amendments to the laws made upto six months precedingthe date of examination. This study material may therefore be regarded as basic material and must be readalongwith the Bare Act, Rules, Regulations, Case Law, as well as suggested readings.The study material is based on those sections of the Companies Act, 2013 and the rule made there underwhich have been notified by the Government of India (including Amendments/clarifications/circulars issuedthere under upto December, 2018). In respect of sections of The Companies Act, 2013 which have not beennotified, applicable sections of Companies Act, 1956 have been dealt with in the study.The amendments made upto June 2018 , have been incorporated in this study material. However, it mayhappen that some developments might have taken place during the printing of the study material and itssupply to the students. The students are therefore advised to refer to the e-bulletin ‘Student CompanySecretary’ and ICSI Journal Chartered Secretary and other publications for updation of study material. In theevent of any doubt, students may contact the Directorate of Academics at there be any discrepancy, error or omission noted in the study material, the Institute shall be obliged ifthe same are brought to its notice for issue of corrigendum in the e-bulletin’ and Student Company Secretary’.Although due care has been taken in publishing this study material, yet the possibility of errors, omissionsand/ or discrepancies cannot be ruled out. This publication is released with an understanding that the Instituteshall not be responsible for any errors, omission and/or discrepancies or any action taken in that behalf.iii

PROFESSIONAL PROGRAMMEModule 1Paper 1Advanced Company Law and Practice (Max Marks 100)SYLLABUSLevel of Knowledge: Expert KnowledgeObjectiveTo acquire expert knowledge of the practical and procedural aspects of the Companies Act.Detailed Contents :1. Company Formation and Conversion–Choice of Form of Business Entity; Conversion/ Re-conversion of One Form of Business Entity intoAnother–Incorporation of Private Companies, Public Companies, Companies Limited by Guarantee andUnlimited Companies and their Conversions/ Re-conversion/Re-registration–Formation of Nidhi Companies, Producer Companies and Mutual Benefit Funds–Commencement of Business and New Business; Pre Incorporation Agreements and Contracts–Formation of Non Profit Companies–Procedure Relating to Foreign Companies Carrying on Business in India2. Procedure for Alteration of Memorandum and Articles–Alteration of Various Clauses of Memorandum: Name Clause, Situation of Registered Office Clause,Objects Clause, Capital Clause and Liability Clause–Effects of Alteration of Articles3. Procedure for Issue of SecuritiesPart A : Shares–Public Issue, Rights Issue and Bonus Shares, Issue of Shares at Par/Premium/Discount; Issue ofShares on Preferential /Private Placement Basis–Allotment, Calls on Shares and Issue of Certificates–Issue of Sweat Equity Shares, Employees Stock Option Scheme (ESOPs), Employees Stock PurchaseScheme (ESPS), Shares with Differential Voting Rights–Issue and Redemption of Preference Shares–Alteration of Share Capital - Forfeiture of Shares and Reissue of Forfeited Shares; Increase,iv

Consolidation, Conversion and Re-conversion into Stock, Subdivision and Cancellation and Surrenderof Shares–Buy Back of Shares–Reduction of Share CapitalPart B : Debt Instruments–Issue of Debentures and Bonds, Creation of Security and Debenture Redemption Reserve, Drafting ofDebenture Trust Deed, Redemption of Debentures, Conversion of Debentures into Shares–Deposits4. Procedure relating to Membership, Transfer and Transmission–Induction of Members, Nomination of Shares, Variation of Shareholders’ Rights, Cessation ofMembership including Dispute �Admission of Securities in Electronic Mode–Dematerialization/ Rematerialisation of Securities–Compliances relating to Insider Trading and Takeovers5. Directors and Managerial Personnel–Obtaining DIN–Directors and Managerial Personnel- Appointment, Reappointment, Resignation, Removal and VaryingTerms of Appointment/Re-appointment–Payment of Remuneration to Directors and Managerial Personnel and Disclosures thereof;Compensation for Loss of Office–Waiver of Recovery of Remuneration–Making Loans to Directors, Disclosure of Interest by a Director, Holding of Office or Place of Profit by aDirector/Relative–Company Secretary - Appointment, Resignation and Removal–Company Secretary in Practice - Appointment, Resignation and Removal6. Meetings–Collective Decision Making Forums - Authority, Accountability, Delegation and Responsibility–Board Meetings - Convening and Management of Meetings of Board and Committees; Preparation ofNotices and Agenda Papers–General Meetings - Convening and Management of Statutory Meeting, Annual and Extra-OrdinaryGeneral Meetings, Class Meetings; Creditors’ Meetings; Preparation of Notices and Agenda Papers;Procedure for Passing of Resolutions by Postal Ballot; Voting through Electronic Means; Conducting aPoll and Adjournment of a Meeting–Post-Meeting Formalities - Preparation of Minutes and Dissemination of Information and Decisionsv

7. Auditors–Auditors - Procedure for Appointment/Re-appointment, Resignation and Removal of Statutory Auditorsand Branch Auditors; Appointment of Cost Auditors–Special Auditors; CAG audit8. Distribution of Profit–Ascertainment of Distributable Profits and Declaration of Dividend; Payment of Dividend–Claiming of Unclaimed/Unpaid Dividend; Transfer of Unpaid/Unclaimed Dividend to Investor Educationand Protection Fund9. Procedure relating to Charges–Creation and Registration, Modification, Satisfaction of Charges–Inspection of charges10. Procedure relating to Inter-Corporate Loans, Investments, Guarantees and Security–Making Inter-Corporate Loans, Investments, Giving of Guarantee and Security11. Preparation & Presentation of Reports–Preparation of Financial Statements, Auditors’ Report, Directors’ Report and Report on CorporateGovernance12. E- Filing–Filling and Filing of Returns and Documentsi.Annual Filing, i.e., Annual Accounts; XBRL Filing, Compliance Certificate, Annual Returnii.Event Based Filing13. Striking off Names of Companies–Law and Procedure14. Recent Trends and Developments in Company Law15. Trusts and Non Profit Organisationvi

LIST OF RECOMMENDED BOOKSADVANCED COMPANY LAW AND PRACTICEMODULE 1 – PAPER 1The students may refer to the given books and websites for further knowledge and study of the subject :READINGS1.A Ramaiya:Guide to the Companies Act, Wadhwa & Company, Nagpur2.D K Jain:E-filing of Forms & Returns, Bharat Law House3.Taxmann:Company Law and Practice (A comprehensive text book on Companies Act,2013)4.D K Jain:Company Law Procedures, Bharat Law House5.Taxmann:Companies Act, 2013 with Rules and Forms and SEBI Rules/Regulations/Guidelines (Set of 3 volumes)JOURNALS1.Chartered Secretary:2.Student Company:ICSI PublicationSecretary3.Corporate Law Adviser :Corporate Law Advisers, Post Bag No. 3, Vasant Vihar, New Delhi.4.Company Law JournalL.M. Sharma, Post Box No. 2693, New Delhi - 110005:ICSI PublicationWebsite : :The latest edition of all the books referred to above should be read.vii

ARRANGEMENT OF STUDY LESSONModule 1 – Paper-1ADVANCE COMPANY LAW AND PRACTICES.No.Lesson Tittle1.Company Formation and Conversion2.Procedure for Alterations of the Memorandum and Articles3.Issue and Allotment of Securities4.Alteration of Share Capital5.Issue and Redemption of Debentures and Bond6.Acceptance of Deposits by companies7.Membership and Transfer/Transmission of Shares8.Key Managerial Personnel9.Company Secretary10.Meetings11.Auditors12.Preparation & Presentation of Reports13.Distribution of Profits14.Charges15.Inter-Corporate Loans, Investments, Guarantees and Security16.E-Filing17.Striking off Names of Companies18.Recent Trends and Developments in Company Law19.Trusts and Non-Profit OrganisationTEST PAPERSviii

CONTENTSLESSON 1COMPANY FORMATION AND CONVERSIONChoice of Form of Business Entity2Nature, Form and Types of Business Enterprises2Non-Corporate Form of Business Enterprises2Corporate Form of Business Enterprises3Limited Liability Partnership (LLP)3Forming a choice3Incorporation of Companies3Promoters to take steps for formation of the Company4Procedure for Incorporation of Public Limited Company Having Share Capital5(1) Director Identification Number (DIN)5(2) Digital Signature Certificate (DSC)5(3) Proposing the name of the Company and ascertaining its availability from the ROC5(4) Drafting and Printing of Memorandum and Articles of Association7(5) Stamping and Signing of Memorandum and Articles8(6) Dating of Memorandum and Articles of Association8(7) Registration or Approval from Sectoral Regulation8(8) Filing of Documents and Forms for Registration8Procedure for Incorporation of Private Limited Company Having Share Capital10Procedure for Incorporation of Company Limited by Guarantee10One Person Company12Procedure for Issue of Licence Under Section 8 to a Company Already Registered14Procedure for Incorporation of a Company as Subsidiary of an Existing Company15Unlimited Companies15Procedure to Form a Nidhi Company16Procedure to Register a Foreign Company In India16Conversion of Companies17Conversion of One Person Company to Private Company/Public Company17Procedure for Conversion of One Person Company to Private Company / Public Company18Conversion of Private Company into One Person Company (Rule 7)19ix

Conversion of Private Company into Public Company20Conversion of Public Company into a Private Company21Conversion of Section 8 Company into a Company of Any Other Kind (Rule 21)23Conversion of Unlimited Liability Company into a Limited Liability Company by Shares or Guarantee(Rule 37)25Conversion of a Company Limited by Guarantee into a Company Limited by Shares (Rule 39)27Pre-Incorporation Agreements and Contracts27Annexures28LESSON ROUND UP33SELF-TEST QUESTIONS34LESSON 2PROCEDURE FOR ALTERATION OF MEMORANDUM AND ARTICLESChange of Name of a Company36Change of Name by Rectification36Step – I: Convey Board Meeting of Directors: (As per section 173 and SS-1)37Step – II: Held Board Meeting: (As per section 173 and SS-1)37Step – III : File – e-form- RUN with ROC37Step-IV37Step- V: Issue Notice of General Meeting: (Section 101)37Step- VI: Hold General Meeting: (Section 101)37Step- VII: Filing of form with ROC: (Section 117)38Step- VIII: Issue of New Certificate38Effect of Change of Name of a Company38Change of Objects of a Company40Procedure for Changing Objects of a Company40Additional Requirement – Change of Objects for Which Money Is Raised Through Prospectus41Change of Registered Office of a Company42Alteration of Articles of Association of a Company49Procedure for Altering Articles of Association49Effect of Alteration of Articles50Annexure50LESSON ROUND UP59SELF-TEST QUESTIONS59x

LESSON 3ISSUE AND ALLOTMENT OF SECURITIESBroad Regulatory Framework – A Revisit62Provisions relating to Issue of Securities (Section 23)62Dematerialization62Let us Understand Certain Terms64Securities64Prospectus64Deemed Prospectus65Abridged Prospectus65Private Placement65Private Placement to treated as Public Offer65Offer Made only to Specified Persons66Allotment of Securities66Monies to be kept in separate bank account66Exemption to NBFC and HFC66Procedure to Make Allotment Through Private Placement66Equity Shares With Differential Voting Right67Procedure for Issue of Equity Shares with Differential Voting Rights68Issue of Shares At Discount69Issue of Sweat Equity Shares69Conditions for issuance of Sweat Equity Shares69Procedure for Issue of Sweat Equity Shares70Issue of Shares At a Premium71Application of Securities Premium Account71Further Issue of Shares Capital72Rights Issue of Shares72Procedure for issue of Right Shares72Employee Stock Option73Procedure for issue of securities to employees through “Employees Stock Option Scheme”73Issue of Shares on Preferential Basis76Procedure for issue of shares on Preferential basis76Issue of Bonus Share78xi

Sources of Bonus share78Conditions for issue of Bonus Share78Restrictions on withdrawal of Bonus Issue78Procedure for issue of Bonus share78Issue and Redemption of Preference Shares79Procedure to issue and redemption of Preference Shares80LESSON ROUND UP81SELF-TEST QUESTIONS81LESSON 4ALTERATION OF SHARE CAPITALAlteration of Share Capital of a Company84Filing of Notice of Change in Share Capital with ROC84Procedure for Increasing Share Capital84Procedure for Consolidation of Share Capital86Procedure for Sub-Division of Share Capital87Conversion of Shares into Stock88Procedure for Conversion of Fully Paid Shares into Stock88Effect of Conversion of Shares into Stock90Procedure for Re-Conversion of Stock into Fully Paid Shares90Notice for Payment of Call on Defaulting Members and Forfeiture of Shares91Procedure for Forfeiture of Shares91Sale, etc. of Forfeited Shares92Cancellation of Shares92Procedure for Cancellation of Shares93Surrender of Shares94Reduction of Share Capital95Procedure for Reduction of Share Capital95Annexures97LESSON ROUND UP105SELF-TEST QUESTIONS106xii

LESSON 5ISSUE AND REDEMPTION OF DEBENTURES AND BONDSDebentures108Types of Debentures108Bonds109Types of Bonds109Issue of Debenture109Conditions for Issue of Secured Debentures110Debenture Redemption Reserve111Debenture Trustee112Duties of Debenture Trustee113Role of debenture trustee with respect to creation or enforcing the security in a debenture issue115Debenture Trust Deed115Issue and Listing of Non Convertible Debt Instruments118Procedure for Listing of Non Convertible Debt Securities Under SEBI (Issue and Listing ofDebt Securities) Regulations, 2008121Consolidation and re-issuance (Regulation 20A);121Right to recall or redeem prior to maturity (Regulation 17A)122Obligations of the Issuer, Lead Merchant Banker, Etc. Under SEBI (Issue and Listing of DebtSecurities) Regulations, 2008122Procedure for Issue of Convertible Debt Instruments Under SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2009123Applicability (Regulation 49)125Intimation to stock exchange(s) (Regulation 50)125Financial Results (Regulation 52)125Annual Report (Regulation 53)126Documents and Intimation to Debenture Trustees (Regulation 56)126Other submissions to stock exchange(s) (Regulation 57)127Record Date (Regulation 60)127Website (Regulation 62)128Applicability of Chapters IV and V (Regulation 63)128Applicability (Regulation 81)129Intimation and filings with stock exchange(s) (Regulation 82).129Credit Rating [Regulation 84 of SEBI (LODR) Regulations, 2015]130xiii

Information to Investors [Regulation 85 of SEBI (LODR) Regulations, 2015]130Record Date [Regulation 87 of SEBI (LODR) Regulations, 2015]130Annexure131LESSON ROUND UP144SELF-TEST QUESTIONS145LESSON 6ACCEPTANCE OF DEPOSITS BY COMPANIESAcceptance of Deposits148Regulatory Framework- a revisit148Quantum of Deposits That can be Accepted150Procedure of Acceptance of Deposits152Procedure of Acceptance of Deposits From Members155Conditions for Acceptance of Deposits From Public (Other Than Members)156Checklist of Secretarial Compliance for Acceptance of Deposits as Per Companies Act, 2013157Annexure158LESSON ROUND UP159SELF TEST QUESTIONS159LESSON 7MEMBERSHIP AND TRANSFER/TRANSMISSION OF SHARESPart I - Membership162Meaning of Members162Definition of ‘Member’162Modes of Acquiring Membership163Procedure for becoming a member by subscribing to the Memorandum of Association163Procedure for Becoming a Member by Making an Application for Allotment of Shares164Procedure for Becoming a Member by Transfer of Shares Bought From the Existing Member(S)164Procedure for Becoming a Member by Transmission of Shares In His Name on Succeeding to theEstate of Deceased or Bankrupt Member as Successor/ Nominee or Creditor165Procedure for Becoming a Member by Acquiescence or Estoppel166Cessation of Membership166xiv

Dispute Regarding Title of Shares and Its Resolution167Expulsion of Member167Rights of Members168Variation of Member’s Rights168Procedure for Variation of Members’ Rights169Cancellation of Member’s Rights170Procedure for Cancellation of the Variation in the Members’ Rights170Punishment for not complying with the provisions of section 48171Declaration in Respect of Beneficial Interest in any Shares171Part II – Transfer of Shares171Introduction171Transfer of shares172Transferability of Shares In a Private Company174Transferability of Shares In a Public Company175Procedure of Transfer of Shares In a Private Company175Provisions for transfer of shares as per the Companies Act, 2013175Procedure for transfer of shares as per the Companies Act, 2013176Checklist for Company Secretary177Refusal and Appeal Against Refusal to Transfer of Shares In a Private Company178Refusal and Appeal Against Refusal to Transfer of Shares In a Public Company179Power of Tribunal [Section 58(5)]179Offence and Penalty [Section 58(6)]179Rectification of Register of Members179Certification of Transfer181Avoiding Forged Transfers181Transposition of Names182Death of Transferor or Transferee Before Registration of Transfer182Part Iii Transmission and Nomination of Shares183Transmission of Shares183Refusal to Register Transmission of Shares185Other Provisions Related Refusal to Register Transmission of Shares185Procedure for Transmission of Shares186Summary of Provisions Relating to Transmission of Shares187Nomination of shares under the Companies Act 2013188xv

Procedure for Nomination by securities holders188Transmission of Shares to Nominee189Procedure for Transmission of Shares to Nominee190Part IV- Dematerialisation of Securities190Dematerialisation of Securities190Procedure for dematerialisation of shares by the shareholder191Procedure for dematerialisation of shares by the company192Transfer of Dematerialised Shares193Pledge or Hypothecation of Dematerialised Shares193Rematerialisation of Securities194Part V Compliances Related to

D K Jain : Company Law Procedures, Bharat Law House 5. Taxmann : Companies Act, 2013 with Rules and Forms and SEBI Rules/Regulations/ Guidelines (Set of 3 volumes) JOURNALS 1. Chartered Secretary : ICSI Publication 2. Student Company : ICSI Publication Secretary 3. Corporate Law Adviser : Corporate Law Advisers, Post Bag No. 3, Vasant Vihar, New Delhi. 4. Company Law Journal : L.M. Sharma .

Related Documents:

2. Health and Medicine Law 3. Int. Commercial Arbitration 4. Law and Agriculture IXth SEMESTER 1. Consumer Protection Law 2. Law, Science and Technology 3. Women and Law 4. Land Law (UP) Xth SEMESTER 1. Real Estate Law 2. Law and Economics 3. Sports Law 4. Law and Education **Seminar Courses Xth SEMESTER (i) Law and Morality (ii) Legislative .

INTRODUCTION TO LAW MODULE - 3 Public Law and Private Law Classification of Law 164 Notes z define Criminal Law; z list the differences between Public and Private Law; and z discuss the role of Judges in shaping Law 12.1 MEANING AND NATURE OF PUBLIC LAW Public Law is that part of law, which governs relationship between the State

ciples stated in Boyle’s Law, Charles’ Law, Gay-Lussac’s Law, Henry’s Law, and Dalton’s Law. Students will be able to explain the application of Boyle’s Law, Charles’ Law, Gay-Lussac’s Law, Henry’s Law, and Dalton’s Law to observations or events related to SCUBA diving. MateriaLs None audio/visuaL MateriaLs None teachinG tiMe

Law 1 of 1971-15th December, 1970 Law 7 of 2000- 20th July, 2000 Law 7 of 1973-28th June, 1973 Law 5 of 2001-20th April, 2001 Law 24 of 1974-22nd November, 1974 Law 10 of 2001-25th May, 2001 Law 25 of 1975-9th December, 1975 Law 29 of 2001-26th September, 2001 Law 19 of 1977-10th November, 1977 Law 46 of 2001-14th January, 2002

common law system civil law system!! sources of law in civil law !! a1. primary: statutes (written law) enacted by legislative power are the principal source of law. ! a2. two subsidiary sources of law: ! a2.1 administrative regulations a.2.2 customs!! ! sources of law in common law !!! b1. two primary sources of

Advanced metering for SMEs The Impact of advanced metering for SMEs 0 Executive summary 02 Introduction to advanced metering 7.06 The potential benefits 06 .2 Use of advanced metering in businesses 06 .3 SupplierPrinciples of advanced metering 07 .4 Analysing advanced metering data 07 .5 Sources of energy savings 08 .6 Advanced metering technology 08 .7 Advanced metering services 09

15 Law is as I’ve told you before, Law is as you know I suppose, Law is but let me explain it once more, Law is The Law. Yet law-abiding scholars write: 20 Law is neither wrong nor right, Law is only crimes Punished by places and by times, Law is the clothes men wear

Pendidikan Akuntansi FKIP Universitas Sebelas Maret. Penetapan profil dan learning outcome ini dimaksudkan untuk membantu pemerintah dalam menyiapkan guru akuntansi yang bermutu menurut persepsi mahasiswa, alumni, dosen, pengguna lulusan, Asosiasi Profesi, dan pengambil keputusan. Sumber data penelitian ini adalah 96 orang mahasiswa, 248 orang alumni, 15 orang dosen, 15 orang pengguna lulusan .