STUDY MATERIAL
EXECUTIVE PROGRAMME
COMPANY LAW
PAPER 1
ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003
tel 011-4534 1000, 4150 4444 fax +91-11-2462 6727
email website www.icsi.edu
, © THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
TIMING OF HEADQUARTERS
Monday to Friday
Office Timings – 9.00 A.M. to 5.00 P.M.
Public Dealing Timings
Without financial transactions – 9.30 A.M. to 5.00 P.M.
With financial transactions – 9.30 A.M. to 4.00 P.M.
Phones
41504444, 45341000
Fax
011-24626727
Website
www.icsi.edu
E-mail
Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi
Printed at IPP/JULY 2017
(ii)
, EXECUTIVE PROGRAMME
COMPANY LAW
In view of increasing emphasis on adherence to norms of good corporate
governance, Company Law assumes an added importance in the corporate legislative
milieu, as it deals with structure, management, administration and conduct of affairs of
Companies. A thorough study of various provisions of the Companies Act is a must for
becoming a competent and efficient Company Secretary. In the light of this, the study
material has been published to impart thorough knowledge to the students preparing
for the Company Law paper of the CS Executive Programme.
The study material is based on those sections of the Companies Act, 2013 and the
rules made there under which have been notified by the Government of India and
came into force w.e.f. April 01, 2014 (including Amendments/clarifications/circulars
issued there under upto June, 2017).
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. This study material may therefore be regarded as basic material and
must be read along with the notified provisions of Companies Act 2013 and Rules
made thereunder.
The amendments made upto June, 2017 have been incorporated 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 bulletin 'Student Company Secretary' and ICSI Journal
Chartered Secretary and other publications for updation of study material. In the event
of any doubt, students may contact the Directorate of Academics at
.
Although due 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, omissions 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 e-bulletin' and Student Company Secretary'.
, (iv)
EXECUTIVE PROGRAMME
SYLLABUS
FOR
MODULE 1 - PAPER 1: COMPANY LAW (100 MARKS)
Level of Knowledge: Expert Knowledge
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.
Detailed Contents:
1. Introduction
• Historical Development of Concept of Corporate Law in India
• Company – Definition, Meaning, Nature and its Characteristics
• Nature and Forms of Business
• Company vis-à-vis other Forms of Business
• Concept of Corporate Personality, Corporate Veil, Limited Liability and Citizenship
2. Incorporation and its Consequences
• Types of Companies and their incorporation
• Promoters – Meaning, Position, Duties, Rights, Responsibilities and Liabilities
• Formation of Companies – Procedural Aspects
• Memorandum of Association & Articles of Association and their Alteration
• Contracts and Conversion of Companies
• Commencement of Business
• Doctrine of Ultra-Vires, Constructive Notice, Indoor Management, Alter Ego
3. Financial Structure
• Concept of Capital and Financing of Companies– Sources of Capital; Classes and Types of
Shares; Equity Shares with Differential Rights; Issue of Shares at Par, Premium and Discount;
Forfeiture and Surrender of Shares; Bonus Issues; Rights Issues; Issue of Sweat Equity Shares;
Employees Stock Option Scheme; Private Placement; preference shares and other forms of
securities
• Alteration of Share Capital– Reduction of Capital; Buy–Back of Shares
• Prospectus– Definition; Abridged Prospectus; Red–Herring Prospectus; Shelf Prospectus;
Information Memorandum; Contents, Registration; Misrepresentations and Penalties
• Debt Capital – Debentures, Debenture Stock, Bonds; Recent Trends and Dynamics of Corporate
Debt Financing; Debenture Trust Deed and Trustees; Conversion of and Redemption of
Debentures
• Securing of Debts:Charges ; Creation, Modification and Satisfaction of Charges
• Allotment and Certificates – General Principles and Statutory Provisions related to Allotment;
EXECUTIVE PROGRAMME
COMPANY LAW
PAPER 1
ICSI House, 22, Institutional Area, Lodi Road, New Delhi 110 003
tel 011-4534 1000, 4150 4444 fax +91-11-2462 6727
email website www.icsi.edu
, © THE INSTITUTE OF COMPANY SECRETARIES OF INDIA
TIMING OF HEADQUARTERS
Monday to Friday
Office Timings – 9.00 A.M. to 5.00 P.M.
Public Dealing Timings
Without financial transactions – 9.30 A.M. to 5.00 P.M.
With financial transactions – 9.30 A.M. to 4.00 P.M.
Phones
41504444, 45341000
Fax
011-24626727
Website
www.icsi.edu
Laser Typesetting by Delhi Computer Services, Dwarka, New Delhi
Printed at IPP/JULY 2017
(ii)
, EXECUTIVE PROGRAMME
COMPANY LAW
In view of increasing emphasis on adherence to norms of good corporate
governance, Company Law assumes an added importance in the corporate legislative
milieu, as it deals with structure, management, administration and conduct of affairs of
Companies. A thorough study of various provisions of the Companies Act is a must for
becoming a competent and efficient Company Secretary. In the light of this, the study
material has been published to impart thorough knowledge to the students preparing
for the Company Law paper of the CS Executive Programme.
The study material is based on those sections of the Companies Act, 2013 and the
rules made there under which have been notified by the Government of India and
came into force w.e.f. April 01, 2014 (including Amendments/clarifications/circulars
issued there under upto June, 2017).
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. This study material may therefore be regarded as basic material and
must be read along with the notified provisions of Companies Act 2013 and Rules
made thereunder.
The amendments made upto June, 2017 have been incorporated 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 bulletin 'Student Company Secretary' and ICSI Journal
Chartered Secretary and other publications for updation of study material. In the event
of any doubt, students may contact the Directorate of Academics at
.
Although due 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, omissions 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 e-bulletin' and Student Company Secretary'.
, (iv)
EXECUTIVE PROGRAMME
SYLLABUS
FOR
MODULE 1 - PAPER 1: COMPANY LAW (100 MARKS)
Level of Knowledge: Expert Knowledge
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.
Detailed Contents:
1. Introduction
• Historical Development of Concept of Corporate Law in India
• Company – Definition, Meaning, Nature and its Characteristics
• Nature and Forms of Business
• Company vis-à-vis other Forms of Business
• Concept of Corporate Personality, Corporate Veil, Limited Liability and Citizenship
2. Incorporation and its Consequences
• Types of Companies and their incorporation
• Promoters – Meaning, Position, Duties, Rights, Responsibilities and Liabilities
• Formation of Companies – Procedural Aspects
• Memorandum of Association & Articles of Association and their Alteration
• Contracts and Conversion of Companies
• Commencement of Business
• Doctrine of Ultra-Vires, Constructive Notice, Indoor Management, Alter Ego
3. Financial Structure
• Concept of Capital and Financing of Companies– Sources of Capital; Classes and Types of
Shares; Equity Shares with Differential Rights; Issue of Shares at Par, Premium and Discount;
Forfeiture and Surrender of Shares; Bonus Issues; Rights Issues; Issue of Sweat Equity Shares;
Employees Stock Option Scheme; Private Placement; preference shares and other forms of
securities
• Alteration of Share Capital– Reduction of Capital; Buy–Back of Shares
• Prospectus– Definition; Abridged Prospectus; Red–Herring Prospectus; Shelf Prospectus;
Information Memorandum; Contents, Registration; Misrepresentations and Penalties
• Debt Capital – Debentures, Debenture Stock, Bonds; Recent Trends and Dynamics of Corporate
Debt Financing; Debenture Trust Deed and Trustees; Conversion of and Redemption of
Debentures
• Securing of Debts:Charges ; Creation, Modification and Satisfaction of Charges
• Allotment and Certificates – General Principles and Statutory Provisions related to Allotment;
