Company Administration and Meetings

Paper Code: 
BCS 316
Credits: 
03
Contact Hours: 
45.00
Max. Marks: 
100.00
Objective: 

To acquire knowledge and develop understanding of the regulatory framework of companies with reference to various provisions of Companies Act and its schedules, rules, notifications, circulars, clarifications there under including case laws and Secretarial standards.

BCS 316

Company Administration and Meetings

 

CO 92:Get a basic understanding of different type of meeting of board of directors.

CO 93:To facilitate the convening of meetings and attend Board, committee and general meetings and maintain the minutes of these meetings.

CO 94:To assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices.

CO 95:Explain membership in a company and its procedure and analyse the meaning of directors and concepts.

CO 96:To ensure that the company complies with the applicable secretarial standards.

CO 97:Understand the role of Company Secretaries, future of professional practice i.e., Mega Firms.

Approach in teaching:
Interactive Lectures, Discussion, Tutorials, Reading assignments, Interactive White Board, Incorporating technology in teaching
Learning activities for the students:
Self learning assignments, Effective questions

Class test, Semester end examinations, Quiz,  Assignments, Class interaction, Presentation, Case study analysis, Open ended questions, think-pair-share, Socratic seminar

 

9.00
Unit I: 
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.

 

9.00
Unit II: 
Directors:

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.

 

9.00
Unit III: 
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.

9.00
Unit IV: 
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.

 

9.00
Unit V: 
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.

 

References: 
  1. Majumdar,A.K. and Kapoor, G. K., Student’s guide to Company Law, Taxmann Publications (P) Ltd., New Delhi
  2. Study Material -Published by ICSI
  3. Kapoor, N. D., Company Law, Sultan Chand & Sons, New Delhi
  4. Singh, Avtar, Indian Company Law, Eastern Book Company
  5. Nolakha, R.L., Company Law, Ramesh Book Depot, Jaipur
  6. Mathew, M.J., Company Law, RBSA Publishers, Jaipur
  7. Krishnamurti, D.S.R., Company Law, Taxmann, New Delhi, 2007
  8. Scanner-ArunKumar(SuchitraPrakashan (P) Ltd)
  9. Guide to Companies Act-Ramiya A (Wadhwa and Company Nagpur)
  10. Manual on Capital Issues-ICSI Publication

 

Academic Year: 
2020-2021
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