BOOKS

Level of Knowledge : Expert Knowledge.

Objectives.

To provide expert knowledge and understanding of procedural requirements on various matters relating to company law.

Detailed Contents . . .

1. Incorporations and Conversions of Companies
   Procedure for incorporation of private/public limited companies, companies limited by guarantee and unlimited companies and their conversions/re conversions; commencement of business
   
   ; issue of certificates of incorporation and commencement of business; specimen resolutions.
2. Alterations, Changes and Modifications
   Procedure for alterations in Memorandum and Articles of Association of a company i.e. change of name, objects, situation of registered office, share capital, articles of the company; specimen resolutions therefore.
3. Allotment/Change in Share Capital and Transfer and Transmission
   Procedure for allotment, consolidation/sub-division of shares, conversion of shares into stock/warrants, cancellation of shares, transfer/ transmission of shares, de materialisation of shares, issue of share certificates, forfeiture of shares; checklists and specimen resolutions.
4. Appointments, Removal and Other Changes
   Procedures for appointment, reappointment, removal and varying terms of appointment, fixation/revisions of remuneration of directors including managing and whole-time directors, managers, company secretary, compliance officer, secretary in whole-time practice, auditors, cost auditors, sole selling agents; specimen resolutions.
5. Membership in a Company
   Procedure for induction of members, expulsion of a member, variation of members’ rights; procedure for making application to the Court/Company Law Board; specimen resolutions.
6. Meetings
   Calling and conducting meetings of Board, its committees, shareholders and others post-meeting formalities including writing of minutes; specimen notices and resolutions.
7. Preparation of Annual Reports
   Balance sheet, profit and loss account/ income and expenditure statement, auditor’s report, directors’ report, statement on corporate governance, directors’ responsibility statement, compliance certificate, chairman’s statement.
8. Creation/Modification/Satisfaction of Charges and Registration thereof
   Procedure for creation/modification/satisfaction of charges and registration thereof by the Registrar of Companies; specimen resolutions.
9. Public Deposits
   Procedure for invitation, acceptance and renewal of deposits, repayment of deposits and payment of interest; specimen resolutions.
10. Inter-corporate Loans, Investments, Guarantee and Security
    Procedure for making inter-company loans, investments, giving of guarantees and providing of security; specimen resolutions.
11. Declaration and Payment of Dividend
    Procedure for ascertainment, declaration and payment of dividend – interim and final; transfer of unpaid/unclaimed dividend to Investor Education and Protection Fund; specimen resolutions.
12. Maintenance of Statutory Books/Registers and Filing of Returns
    Maintaining and monitoring of statutory books/registers prescribed under various provisions of the company law and filing of various forms/returns to Registrar of Companies; streamlined procedure for registration of documents; procedure and penalties for delayed filing, etc.
13. Drafting of Company Documents:
    • Memorandum of Association, Articles of Association.
    • Promoters agreement, allotment letter, contract of appointment of managerial personnel, share certificates, debentures/bond certificates, proxies, dividend/ interest/ redemption warrants, fixed deposit receipts.
    • Text of advertisements, statement in lieu of advertisement, application form for deposits.
    • Notices of meetings, directors’ report, directors’ responsibility statement.
14. Working and Administration of Company Law.
15. Procedural Requirements with respect to new Developments, if any, in Company Law.