Company Law-II

Paper Code: 
BCS 311
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.

 

9.00
Unit I: 
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

9.00
Unit II: 
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

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

9.00
Unit III: 
• 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 •

• 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

Producer Companies

• Concept, Formation, Functioning and Dissolution

Limited Liability Partnerships

• Concept, Formation, Membership, Functioning and Dissolution

9.00
Unit IV: 
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: