Company Law Principles and Concepts –II

Debt Instruments-Concepts

• Issue and Redemption of Debentures and Bonds, Creation of Security ,
• Debenture Redemption Reserve, Debenture Trust Deed,
• Conversion of Debentures into Shares, Overview of Company Deposits.

Charges:

• Creation of Charges, Registration, Modification and Satisfaction of Charges,
• Register of Charges, Inspection of Charges,
• Punishment for Contravention, Rectification by Central Government in Register of Charges, Purpose, Objective,
• Drafting and Issuing of Search Report.

Corporate Social Responsibility-Concepts :

• CSR Committee, Policy, CSR Expenditure,
• Activities, Ongoing Project,
• Impact Assessment.

Annual Report-Concepts:

• Board’s Report, Annual Return, Annual Report,
• Secretarial Standard on Report of the Board of Directors.

Distribution of Profits:

• ·       Profit and Ascertainment of Divisible Profits, Declaration and Payment of Dividend,
• ·       Unpaid Dividend Account,
• ·       Investor Education and Protection Fund, right to Dividend,
• ·       Rights Shares and Bonus shares to be held in abeyance,
• ·       Secretarial Standards on Dividend, Dividend Distribution Policy.

Accounts and Auditors:

• ·       Books of Accounts, Financial Statements, National Financial Reporting Authority,
• ·       Auditors- Appointment, Resignation and Procedure relating to Removal,
• ·       Qualification and Disqualification, Rights, Duties and Liabilities,
• Audit and Auditor’s Report, Cost Audit, Secretarial Audit, Internal Audit

Compromise, Arrangement and Amalgamations-Concepts:

• Introduction of Compromises, Arrangement and Amalgamation,
• Oppression and Mismanagement, Class Actions Suits.

Dormant Company:

• Legal framework for Dormant Companies, Procedure to obtain the status of a Dormant Company,
• Prerequisite for obtaining the status of Dormant Company,
• Benefits / exemptions provided to a Dormant Company,
• Compliance requirements by Dormant Company,
• Procedure to obtain the status of an Active Company from Dormant Company.

• Powers for inspection, Purpose of conducting Inspection, Kinds of Investigation,
• Power of Inspector to Conduct Investigation into Affairs of Related Companies, Protection of employees during Investigation, Seizure of Documents by Inspector,
• Freezing of Assets of Company on Inquiry And Investigation, Imposition of Restrictions upon Securities, Inspector’s Report, Expenses of Investigation,
• Preparation by a Company Secretary to face Investigation,
• Establishment of Serious Fraud Investigation Office, Process of Investigation by Serious Fraud Investigation Office.