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1 ! " "# # $ % & ' ' & ' THE INSTITUTE OF company SECRETARIES OF INDIA TIMING OF HEADQUARTERS Monday to Friday Office timings to Public dealing timings Without financial transactions to With financial transactions to Phones: 41504444, 45341000 Grams: COMPSEC Fax: 011-24626727 Website: E-mail: Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi, and Printed at Printers, NOIDA/ PROFESSIONAL PROGRAMME company SECRETARIAL PRACTICE This study material has been published to aid the students in preparing for the company Secretarial Practice paper of the CS Professional Programme.

2 company Law has undergone radical changes over the past few years, so the procedural requirements relating to compliance under various provisions of the company Law. As the company secretary plays an important role in ensuring compliance of various provisions of the company law thereby avoiding penal consequences, this study material has been prepared with a view to provide an expert knowledge and understanding of the various procedural requirements of company Law. With this objective in mind, a number of specimen notices, minutes, resolutions and forms have been included at relevant places.

3 However, the students are advised to study the various procedures relevant for the purpose of this paper, in the light of the provisions of the company Law and Rules made thereunder. company Secretaryship being a professional course, the examination standards are set very high, with emphasis on knowledge of concepts, applications, procedures and case laws, for which sole reliance on the contents of the study material may not be enough. Besides, company Secretaries Regulations, 1982 requires the students to be conversant with the amendments to the laws made upto six months preceding the date of examination.

4 This study material may therefore be regarded as basic material and must be read alongwith the Bare Act, Rules, Regulations, Case Law, as well as suggested readings. The various changes made upto 15th July, 2011 have been included in this study material. However, it may happen that some developments might have taken place during the printing of the study material and its supply to the students. The students are therefore advised to refer to the Student company Secretary , Chartered Secretary and other publications for updation of study material. In the event of any doubt, students may contact the Directorate of Academics and Professional Development of the Institute for clarifications.

5 Although care has been taken in publishing this study material, yet the possibility of errors, omissions and/or discrepancies cannot be ruled out. This publication is released with an understanding that the Institute shall not be responsible for any errors, omission and/or discrepancies or any action taken in that behalf. Should there be any discrepancy, error or omission noted in the study material, the Institute shall be obliged if the same are brought to its notice for issue of corrigendum in the Student company Secretary. (v) PROFESSIONAL PROGRAMME SYLLABUS FOR company SECRETARIAL PRACTICE (MODULE I - PAPER 1) Level of knowledge: Expert knowledge.

6 Objective: To provide an in-depth understanding of the procedures under the Companies Act, Rules and Regulations made thereunder including understanding of international dimensions of company law. Detailed contents : 1. E-governance (MCA 21) Important Features of MCA-21 CIN, DIN, DSC, CFC, SRN, etc; E-forms and on-line filing and inspection of documents. 2. company Formation and Conversion Choice of form of business entity; conversion/re-conversion of one form of business entity into another. Procedure for incorporation of private/public companies, companies limited by guarantee and unlimited companies and their conversions/re-conversion/re-registratio n; obtaining certificate of commencement of business; obtaining certification of re-registration; commencement of new business and certification; filing of agreements with managerial personnel; Formation of associations not for profit and non profit companies; procedure relating to foreign companies carrying on business in India.

7 3. Alteration of Memorandum and Articles Procedure for alteration of various clauses of memorandum: name clause, situation of registered office clause, objects clause, capital clause and liability clause; procedure for alteration of articles; effect of alteration. 4. Issue and Allotment of Securities Procedure for public issue, rights issue and bonus shares; procedure for issue of securities at par/premium/discount; procedure for calls on shares; Issue of sweat equity shares, employees stock option scheme, shares with differential voting rights; issue and redemption of preference shares; issue of shares on preferential basis/private placement.

8 Return of allotment and effect of irregular allotment; issue of certificates; alteration of share capital; procedure for forfeiture of shares and re-issue of forfeited shares; cancellation of shares; surrender of shares; conversion and re-conversion of shares into stock. (vi) Procedure for issue of debentures including creation of security and debenture redemption reserve; drafting of debenture trust deed; conversion of and redemption of debentures. 5. Membership and Transfer/Transmission Procedure for induction of members; nomination of shares; variation of shareholders rights; cessation of membership including dispute resolution.

9 Transfer/transmission/transposition; dematerialization/rematerialisation of securities. 6. Directors and Managerial Personnel Procedure for appointment, reappointment, resignation, removal and varying terms of appointment/re-appointment of directors and managerial personnel. Procedure for payment of remuneration to directors and managerial personnel and disclosures thereof; compensation for loss of office; waiver of recovery of remuneration; directors and officers liability insurance. Procedure for making loans to directors, disclosure of interest by a director, holding of office or place of profit by a director/relative, etc.

10 Of a director. company Secretary Appointment, resignation and removal of company Secretary; role of the company Secretary; functions and duties; relationship with chairman and directors; secretary as advisor to the chairman and the board. company Secretary in Practice Functions; procedure for appointment, resignation and removal of company secretary in practice. Auditors Procedure for appointment/reappointment, resignation and removal of statutory auditors and branch auditors; appointment of cost auditors; special auditors; CAG audit. 7. Decision-making Forums and Meetings Collective decision making forums: authority, accountability, delegation and responsibility.