Company Law and Secretarial Practice

Company Law and Secretarial Practice For B.Com. Semester VI of  Lucknow University

The present book Company Law and Secretarial Practice has been written particularly for the students pursuing B.Com. Semester-VI course of Lucknow University, Lucknow. It is based on the new syllabus.

Scope: This book has been designed according to the Companies Act, 2013; Companies (Amendment) Act, 2015, 2017, 2019 and 2020; Companies Rules, 2014 and Amendments made in the Companies Act vide Insolvency and Bankruptcy Code, 2016 and the Finance Bill, 2021 for the purposes of students appearing at B.Com. and B.Com. (Hons.) Examinations. It completely covers the syllabus prescribed by different universities for these courses of study.

Salient Features :

While writing this book, it has been especially kept in mind that the complicated and complex concepts, theory and principles of various laws are made into pleasurable reading and learning experience that truly helps the students in their complete command of the subject. The intricate provisions of various Acts have been dealt with in a quite intelligible manner with the help of easy language, suitable practical examples, lucid explanations, the brevity of statement, and relevant incidental information with its exact sources. Different necessary case law and Government Circulars along with proper illustrations have been inserted at the required places to make the subject more intelligible and authentic. An attempt has been made to keep the writing style simple and clearly understandable.

Questions at the end of each chapter have been designed so as to include the needed and prescribed forms of questions such as test questions, long-answer-type questions, short answer type questions, and multiple-choice questions.

Conviction: Along with the personal efforts of the students, a good book is an essential input for success at the examination. This book reflects a distinctive identification in its field and gives me personal satisfaction from the viewpoint of serving the actual needs and expectations of the students.

Company Law and Secretarial Practice Syllabus

Unit-I: Characteristics of a company, lifting of the 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 a 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 the prospectus; issue, allotment, and forfeiture of share, calls on shares; issue of sweat capital; employee stock option; the 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 the board of directors—audit committee, nomination, and remuneration committee, stakeholders relationship committee, corporate social responsibility committee; prohibition of insider trading. Meeting 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 the 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.

Company Law and Secretarial Practice Book Contents

1. Company
2. Types of Companies
3. Incorporation/Formation of a Company
4. Memorandum of Association
5. Articles of Association
6. Prospectus
7. Shares
8. Share Capital
9. Membership
10. Transfer and Transmission of Shares
11. Methods of Borrowing
12. Debentures, Mortgages and Charges
13. Company Management : Directors
14. Managing Director
15. Company Meetings
16. Majority Powers and Minority Rights
17. Prevention of Oppression and Mismanagement
18. Winding Up of Companies
19. Prohibition of Insider Trading
20. Committees of Directors
21. Corporate Social Responsibility
22. Dividend
23. Books of Accounts
24. Audit
25. Insolvency and Bankruptcy Code, 2016
26. Producer Companies
27. Company Secretary : Qualification, Appointment and Status
28. Secretarial Duties Relating to Meetings, Notice, Agenda, Proxy,
29. Secretarial Duties Relating To Issue and Allotment of Shares,
30. E-Governance, MCA 21, XBRL and Digital Signature
    ADDITIONAL MULTIPLE CHOICE QUESTIONS