Company Law And Secretarial Practice

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ISBN- 978-93-90570-61-4

AUTHORS- Dr. Pooja Aggarwal, Dr. Saroj Kumar

                                                                                    Syllabus

                                                                               Paper–V

Company Law and Secretarial Practice

UNIT I

Characteristics of a Company; Lifting of Corporate Veil; Types of Companies Including One Person Company, Small Company, Associate Company, Dormant Company, Producer Company; Association Not for Profit; Illegal Association; Formation of Company, Promoters and their Legal Position, Pre Incorporation Contract and Provisional Contracts; On-line Registration of a Company. Secretarial Duties and Responsibilities of Company Secretary Secretarial Duties Relating to Issue and Allotment of Shares, Calls, Forfeiture, Lien and Transfer of Shares. Provisions Relating to Company and Board Meetings.

UNIT II

Memorandum of Association and its Alteration, Articles of Association and its Alteration, Doctrines of Constructive Notice and Indoor Management, Prospectus, Shelf Prospectus and Red Herring Prospectus, Misstatement in Prospectus; Issue, Allotment and Forfeiture of Share, Calls on Shares; Issue of Sweat Capital; Employee Stock Option; Issue of Bonus Shares; Transfer and Transmission of Shares, Buyback; Share Certificate; Demat System. Secretarial Duties Relating to Meetings, Notice, Agenda, Proxy, Motion, Resolution, Minutes and Reports.

UNIT III

Classification of Directors, Director Identity Number (DIN); Appointment, Removal of Directors; Legal Positions, Powers and Duties; Key Managerial Personnel, Managing Director, Manager; Committees of Board of Directors – Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee; Prohibition of Insider Trading. Meetings of Shareholders and Board; Types of Meeting, Convening and Conduct of Meetings, Requisites of a Valid Meeting- Notice, Agenda, Chairman, Quorum, Proxy, Resolutions, Minutes; Postal Ballot, Meeting through Video Conferencing, E-voting.

UNIT IV

Provisions Relating to Payment of Dividend, Provisions Relating to Books of Account, Provisions Relating to Audit, Auditors’ appointment, rotation of auditors, auditors’ report, secretarial standards and secretarial audit; on-line filing of documents. Concept and modes of winding up, Insolvency and Bankruptcy Code 2016, Liquidator, National Company Law Tribunal (NCLT), Appellate Tribunal (NCLAT), Special Courts.

LU 2021/B.com/6(English)/05
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