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COMPANY ADMINISTRATION AND MEETINGS
On completion of this course, the students will be able to;
CO 105Get a basic overview of different type of meeting of board of directors.
CO 106:To facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings.
CO 107:To assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices.
CO 108:Explain membership in a company and its procedure and analyze the meaning of directors and concepts.
CO 109:To ensure that the company complies with the applicable secretarial standards.
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.
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
Key Managerial Personnel (KMP’s) and their Remuneration : 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.
Meetings of Board and its Committees :Frequency, Convening and Proceedings of Board and Committee meetings; Agenda Management; Management Information System; Meeting Management; Resolution by Circulation; Types of Resolutions; Secretarial Standard – 1; Duties of Company Secretaries before, during and after Board/ Committee Meeting.
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.
Virtual Meetings: Technological Advancement in conduct of Board Committee &General Meetings; e-AGM.
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.
Secretarial Standards Board: Secretarial Standards Board of ICSI; Process of making Secretarial Standards; Need and Scope of Secretarial Standards.
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.
• Study Material Published by ICSI
SUGGESTED READINGS:
- Scanner-Arun Kumar(ShuchitaPrakashans(P) Ltd)
e-RESOURCES:
https://www.icsi.edu/media/webmodules/23112021_Company_Law.pdf
JOURNALS:
https://www.icsi.edu/e-journals/
