Company Law- II

Paper Code: 
BCS 311
Credits: 
3
Contact Hours: 
45.00
Max. Marks: 
100.00
Objective: 

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.

9.00
Unit I: 
Investments, Loans and Deposits

Law relating to making investments in and granting loans to other bodies corporate and giving guarantees and providing security
• Acceptance of Deposits, Renewal, Repayment, Default and Remedies
Accounts and Audit
• Books of Accounts
• Financial Statements
• Auditors – Appointment, Resignation and Removal; Qualification and Disqualification; Rights, Duties and Liabilities
• Audit and Auditor’s Report
• Cost Audit and Special Audit

9.00
Unit II: 
Dividends

Profit and Ascertainment of Divisible Profits
• Declaration and Payment of Dividend
• Treatment of Unpaid and Unclaimed Dividend
• Transfer of Unpaid and Unclaimed Dividend to Investor Education and Protection Fund
Board’s Report and Disclosures
• Contents and Annexures to Board’s Report
• Directors’ Responsibility Statement – Preparation and Disclosures
• Compliance Certificate – Need and Purpose; Issue and Signing by Practicing Company Secretary
• Corporate Governance Report
Registers, Forms and Returns
• Statutory Books and Registers prescribed under various provisions of the Company Law – Maintenance, Authentication Place of Keeping and Inspection
• Filing of various Forms and Returns with the Authorities
• Procedure and Penalties for Delayed Filing
• Annual Return – Nature and Significance; Contents; and Certification by Practising Company Secretary

9.00
Unit III: 
Inspection and Investigation

Inspection of Documents
• Powers of the Inspector
• Seizure of Books And Documents
• Inspector’s Report
• Power of the Registrar of Companies
• Investigation into Affairs of the Company
Majority Rule and Minority Rights
• Law relating to Majority Powers and Minority Rights
• Shareholder Remedies – Actions by Shareholders; Statutory Remedies; Personal Actions
• Prevention of Oppression and Mis-Management
Merger, De-merger, Amalgamation, Compromises and Arrangements –An Overview

9.00
Unit IV: 
Producer Companies

Concept, Formation, Functioning and Dissolution
Limited Liability Partnerships
• Concept, Formation, Membership, Functioning and Dissolution
Application of Company Law to Different Sectors
• Banking
• Insurance
• Others
Offences and Penalties
• Introduction
• Officer in Default
• Penalties
• Compounding of Offences

9.00
Unit V: 
Winding up of Companies – An Overview

Concept and Modes
• Striking Off Name of Companies
An Introduction to E–Governance and XBRL

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-Arun Kumar(Suchitra Prakashan (P) Ltd)
9. Guide to Companies Act-Ramiya A (Wadhwa and Company Nagpur)
10. Manual on Capital Issues-ICSI Publication

Academic Year: 
2016-2017
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