Humble request to all cs professionals

I will also try to help CS students and you in your preparation by sharing relevant links as and when come across.

Please post the detailed law subject syllabus of CS professional.

 

Thanks

 

PROFESSIONAL PROGRAMME

MODULE I

PAPER 1: COMPANY SECRETARIAL PRACTICE

Level of knowledge : Expert knowledge.

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; Eforms 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-registration; 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.

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.

Return of allotment and effect of irregular allotment; issue of certificates;

alteration of share capital; procedure for forfeiture of shares and reissue

of forfeited shares; cancellation of shares; surrender of shares;

conversion and re-conversion of shares into stock.

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.

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. 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.

Board Meetings - Convening and management of Board and Committee

Meetings.

General Meetings - convening and management of statutory meeting,

annual and extra-ordinary general meetings, class meetings;

preparation of notices and agenda papers.

Procedure for passing of resolutions by postal ballot, conducting a poll

and adjournment of a meeting.

Post-meeting formalities including preparation of minutes and

dissemination of information and decisions including filing thereof.

8. Preparation & Presentation of Reports

Preparation of financial statements, auditors’ report, directors’ report

and report on corporate governance.

9. Distribution of Profit

Procedure for ascertainment of divisible profits and declaration of

dividend; payment of dividend; claiming of unclaimed/unpaid dividend;

transfer of unpaid/unclaimed dividend to Investor Education and

Protection Fund.

10. Charges

Procedure for creation/modification/satisfaction of charges and

registration thereof; register of charges; inspection of charges.

11. Inter-corporate Loans, Investments, Guarantees and Security

Procedure for making inter-corporate loans, investments, giving of

guarantees and providing of security.

12. Filling and Filing of Returns and Documents, etc.

Procedure for filling and filing of returns and documents :

(a) Annual filing, i.e., annual accounts, compliance certificate,

annual return, etc.

(b) Event based filing.

13. Striking off Names of Companies – Law and Procedure.

14. Best Practices - Secretarial Standards

Concept, scope and advantages; Secretarial Standards issued by the

ICSI; Compliance of secretarial standards for good governance.

15. Insider Trading

Concept and rationale behind prohibition of insider trading; SEBI’s

Insider Trading Regulations; major actions taken by SEBI so far; Role

of Company Secretary in compliance requirements.

16. Global Developments in Company Law

Contemporary developments, distinguishing and evolving features of

company law in other jurisdictions.

 

PAPER 2 : DRAFTING, APPEARANCES AND PLEADINGS

Level of knowledge : Working knowledge.

Objective : To acquaint the students with fundamentals of drafting,

pleadings and advocacy techniques.

Detailed contents

1. General Principles of Drafting

General principles and rules of drafting of deeds and conveyance,

basic components of deeds, endorsement and supplemental deeds,

aids to clarity and accuracy, legal requirements and implications.

2. Drafting of Agreements

Drafting of various Agreements including collaboration agreements,

arbitration; guarantees, counter guarantees; bank guarantee,

hypothecation agreement, outsourcing agreements, service

agreements, leave and license, etc.

3. Drafting of Various Deeds

Deed of sale of land, building, mortgage, licence, lease, assignment,

trust, partnership, Power of Attorney, etc.

4. Drafting of Agreements under the Companies Act

Pre incorporation contracts; Memorandum and Articles of Association

and other agreements.

5. Appearances and Pleadings

Appearance before tribunals/quasi judicial bodies such as CLB, SAT,

NCLT, CCI TRAI, etc. and appellate authorities.

Drafting of petitions/applications; drafting of written statement, counter

affidavit, reply and rejoinder.

Drafting of Affidavit in evidence ; arguments on preliminary submissions,

arguments on merits ; legal pleadings and written submissions.

Drafting and filing of Appeals, writ petitions, special leave petition,

revision and review applications, affidavits.

Dress code, etiquettes and court craft.

6. Compounding of Offences

Compounding of offences under the Companies Act, SEBI Act, FEMA

etc. Consent Orders.

 

MODULE II

PAPER 3 : FINANCIAL, TREASURY AND FOREX

MANAGEMENT

Level of knowledge : Expert knowledge.

Objectives :

(i) To provide conceptual clarity about the management tools

and techniques used in financial planning, analysis, control

and decision making.

(ii) To provide knowledge of derivatives, forex and treasury

management to enable the candidates to tackle practical

situation with ease.

Detailed contents :

1. Nature and Scope of Financial Management

Nature, significance, objectives and scope of financial management;

risk-return and value of the firm; financial distress and insolvency;

financial sector reforms and their impact on financial management;

functions of finance executive in an organisation; financial management

– recent developments.

2. Capital Budgeting Decisions

Planning and control of capital expenditure; capital budgeting process;

techniques of capital budgeting- discounted and non-discounted cash

flow methods, choice of methods; capital rationing; risk evaluation and

sensitivity analysis, simulation for risk evaluation; linear programming

and capital budgeting decisions.

3. Capital Structure Decisions

Meaning and significance of capital structure; capital structure vis-avis

financial structure; capital structure planning and designing; optimal

capital structure; determinants of capital structure; capital structure

and valuation - theoretical analysis; EBIT – EPS analysis; cost of capital;

factors affecting cost of capital, measurement of cost of capital,

weighted average cost of capital, marginal cost of capital; risk and

leverage; measures of leverage, leverage effects on shareholders

returns.

4. Sources of Finance

Equity, non-voting preference shares; debentures and bonds;

company deposits; term loans from financial institutions and banks;

international finance and syndication of loans; euro-issues and

external commercial borrowings; FCCB; internal funds as a source

of finance; dividend policy and retention of profits; bonus shares;

deferred payment arrangements; corporate taxation and its impact

on corporate financing; financing cost escalation.

5. Dividend Policy

Introduction; types, determinants and constraints of dividend policy;

different dividend theories — Walter’s Model, Gordon’s Model and

Modigliani-Miller Hypothesis of dividend irrelevance; forms of dividend;

dividend policy - practical considerations and legal constraints;

corporate dividend practices in India; statutory framework.

6. Working Capital Management and Control

Working capital - meaning, types, determinants; assessment of working

capital requirements - operating cycle concept and applications of

quantitative techniques; management of working capital - cash,

receivables, inventories; financing of working capital; banking norms

and macro aspects of working capital management.

7. Security Analysis and Portfolio Management

Security analysis - fundamental approach, technical approach and

efficient capital market theory; portfolio management - meaning,

objectives; portfolio theory – traditional approach; modern approach -

CAPM model.

8. Financial Services

Meaning, significance and scope of financial services ; types of financial

services – merchant banking, leasing and hire purchase, venture

capital, mutual funds, factoring and forfeiting, securitisation of debt,

loan syndication, custodial and corporate advisory services, credit

rating.

9. Project Planning and Control

Project Planning and preparation of project report; project appraisal

under normal, inflationary and deflationary conditions; project appraisal

by financial institutions – lending policies and appraisal norms by

financial institutions and banks; loan documentation and loan

syndication, project review and control; social cost and benefit analysis

of project.

10. Derivatives and Commodity Exchanges

Concept of derivatives; financial derivatives and commodity derivatives;

types of derivatives - forward contracts, futures contracts, options;

participants in futures and options market, Index based derivatives

and security based derivatives; derivatives and exposure management,

currency forwards, currency futures, currency options and currency

swaps and interest rate risk management; derivative markets in India;

commodity exchanges in India.

11. Treasury Management

Meaning, objectives, significance, functions and scope of treasury

management; relationship between treasury management and financial

management; role and responsibilities of chief finance executive; tools

of treasury management; internal treasury controls; environment for

treasury management; role of information technology in treasury

management; liquidity management, regulation, supervision and control

of treasury operations, implications of treasury on international banking.

12. Forex Management

Nature, significance and scope of forex management; foreign exchange

market and its structure; foreign exchange rates and its determination;

exchange rate quotes; types of exchange rates; forex trading; currency

futures and options; foreign exchange risk exposures and their

management; exchange rate forecasting; risk in foreign exchange

business.

13. Recent Developments in Financial, Treasury and Forex

Management

14. Practical Problems and Case Studies.

 

PAPER 4 : CORPORATE RESTRUCTURING

AND INSOLVENCY

Level of knowledge : Expert knowledge.

Objectives : To provide an in-depth understanding of all aspects of

law and practical issues relating to corporate restructuring and

insolvency.

Detailed contents :

Part A : Corporate Restructuring (70 Marks)

1. Introduction

Meaning of corporate restructuring, need, scope and modes of

restructuring, historical background, global scenario, national scenario.

2. Strategies

Planning, formulation and execution of various corporate restructuring

strategies - mergers, acquisitions, takeovers, disinvestments and

strategic alliances, demergers and hiving off.

3. Mergers and Amalgamations

Meaning and concept; legal, procedural, economic, accounting, taxation

and financial aspects of mergers and amalgamations including stamp

duty and allied matters; interest of small investors; merger aspects

under competition law; jurisdiction of courts; filing of various forms;

Amalgamation of banking companies and procedure related to

Government companies; Cross border mergers.

4. Takeovers

Meaning and concept; types of takeovers; legal aspects - SEBI takeover

regulations; procedural, economic, financial, accounting and taxation

aspects; stamp duty and allied matters; payment of consideration; bail

out takeovers and takeover of sick units; takeover defences; cross

border takeovers.

5. Funding of Mergers and Takeovers

Financial alternatives; merits and demerits; funding through various

types of financial instruments including equity and preference shares,

options and securities with differential rights, swaps, stock options;

ECBs, funding through financial institutions and banks; rehabilitation

finance; management buyouts/leveraged buyouts.

6. Valuation of Shares and Business

Introduction; need and purpose; factors influencing valuation; methods

of valuation of shares; corporate and business valuation.

7. Corporate Demergers and Reverse Mergers

Concept of demerger; modes of demerger - by agreement, under

scheme of arrangement; demerger and voluntary winding up; legal

and procedural aspects; tax aspects and reliefs; reverse mergers –

procedural aspects and tax implications.

8. Post Merger Re-organisation

Factors in post merger reorganization: integration of businesses and

operations, financial accounting, taxation, post merger valuation,

human and cultural aspects; assessing accomplishment of post merger

objectives; measuring post merger efficiency.

9. Financial Restructuring

Reduction of capital; reorganisation of share capital

Buy-back of shares – concept and necessity; procedure for buy-back

of shares by listed and unlisted companies.

10. Legal Documentation.

11. Case Studies.

Part B – Corporate Insolvency (30 Marks)

12. Revival, Rehabilitation and Restructuring of Sick Companies

Sick companies and their revival with special reference to the law and

procedure relating to sick companies.

13. Securitisation and Debt Recovery

Securitisation Act :

Overview of the Securitisation and Reconstruction of Financial Assets

and Enforcement of Security Interest Act, 2002; process; participants;

Special Purpose Vehicle (SPV), Asset Reconstruction Companies

(ARCs), Qualified Institutional Buyers (QIB).

Debt Recovery Act :

Overview of the Recovery of Debts Due to Banks and Financial

Institutions Act, 1993; Tribunal, Procedure; compromises and

arrangements with banks and creditors.

14. Winding up

Concept; modes of winding up; administrative machinery for winding up.

Winding up process and procedure; managing stakeholders and parties

in liquidation; conducting meetings of shareholders/creditors etc.;

dealing with contracts; managing estate; outsourcing responsibilities

to professionals/service providers such as valuers, security agencies,

etc; best practices in performing liquidation/administrator functions;

accountability and liabilities; Role of liquidators and insolvency

practitioners.

Consequences of winding up; winding up of unregistered companies;

dissolution.

15. Cross Border Insolvency.

 

MODULE III

PAPER 5 : STRATEGIC MANAGEMENT, ALLIANCES

AND INTERNATIONAL TRADE

Level of Knowledge : Working Knowledge.

Objectives : To develop the basic understanding of the students about

the concepts, techniques and processes relating to strategic

management, alliances as well as International Trade and treaties

including World Trade Organisation.

Detailed contents :

Part A : Strategic Management (40 Marks)

1. Nature and Scope of Strategic Management

Concept; role, functions and processes of strategic management in

globally, competitive and knowledge-based environment.

2. Environmental Scanning and Internal Appraisal Analysis

(a) Identification of external variables - economic, technological,

legal, political, socio-cultural and, global; industry appraisal

analysis and forecasting; synthesis of external factors;

(b) Internal scanning of the firm;

(c) Tools and techniques of strategic management –SWOT

analysis, situational analysis; Gap analysis, impact analysis,

value chain analysis; business process re-engineering.

3. Planning and Formulation

Formulation of Corporate vision, mission, goals and objectives;

developing strategic alternatives, evaluations of alternatives, selection

of best alternative; strategic planning vis-à-vis tactical planning;

Strategic models for optimal decision–making.

4. Implementation and Control

Strategy implementation; developing programs, budgets and

procedures; strategic control; managing strategic changes.

5. Review

Performance Evaluation - criteria and challenges

6. Risk Management

Meaning, objectives and significance; types of risks; measuring the trade

off between risk and return; control and management of business risks.

7. Management Information Systems

Concept, elements and structure; approaches of MIS development;

pre-requisites of an effective MIS, Enterprise Resource Planning (ERP).

8. Internal Control Systems

Meaning, definition, objectives, classification, scope and limitation of

internal control; steps and techniques of internal control systems.

Part B : Strategic Alliances (20 Marks)

9. Nature and Scope

Meaning, types and stages; integrating alliances into corporate strategy;

cross cultural alliances; implementation and management of strategic

alliances.

10. Foreign Collaborations and Joint Ventures

Industrial Policy; Foreign Investment Policy; kinds and negotiation of

collaboration and joint ventures, drafting of agreement, restrictive

clauses; Indian joint ventures abroad – Indian experiences.

Part C : International Trade (40 marks)

11. International Trade and Treaties

Concept and Theories of International Trade, Institutionalisation of

international trade, establishment of World Trade Organisation;

Economic Blocks and Trade Agreements such as ASEAN, EU, SAPTA,

NAFTA etc.; India’s Free Trade, Economic Cooperation and Partnership

Agreements.

12. Anti-dumping, Subsidies and Countervailing Duties

WTO agreements on anti-dumping; safeguard measures; subsidies &

countervailing duties; Regulatory Framework and procedure in India.

13. Settlement of Disputes under WTO

Rules, regulations and procedures relating to settlement of disputes

under WTO.

 

PAPER 6 : ADVANCED TAX LAWS AND PRACTICE

Level of knowledge : Expert knowledge

Objectives :

To provide —

(i) knowledge of framework of taxation system in India.

(ii) knowledge of various concepts and their application relating

to tax laws with a view to integrating the relevance of these

laws with financial planning and management decisions.

(iii) an overview of international taxation.

Detailed contents :

Part A : Direct Taxation - Law and Practice (30 marks)

1. General Framework of Direct Taxation in India

Different direct tax laws and their inter-relationship; importance of

Income Tax Act and Annual Finance Act and related Constitutional

provisions; harmonisation of tax regime.

2. Companies under Income-tax Laws

Classification and tax incidence; corporation tax as per Article 366;

computation of taxable income and assessment of tax liability

considering special provisions relating to companies.

3. Tax Planning

Concept of tax planning; Tax planning with reference to setting up a

new business; locational aspects; nature of business; tax holiday, etc.

Tax planning with regard to specific management decisions such as

mergers and takeovers; location of undertaking; introduction of

voluntary retirement; tax planning with reference to financial

management decisions such as borrowing or investment decisions;

reorganisation or restructuring of capital decisions.

Tax planning with respect to corporate reorganization; tax planning

with reference to employees’ remuneration.

Tax planning vis-à-vis important provisions of wealth-tax including court

rulings and legislative amendments.

4. Tax Management

Return and procedure for assessment; special procedure for

assessment of search cases, e-commerce transactions, liability in

special cases; collection and recovery of tax; refunds, appeals and

revisions; penalties imposable, offences and prosecution.

Part B : Indirect Taxation – Law And Practice (50 marks)

5. Introduction

Special features of indirect tax levies—all pervasive nature, contribution

to Government revenues; constitutional provisions authorizing the levy

and collection of duties of central excise, customs, service tax, central

sales tax and VAT.

6. Central Excise Laws

Basis of chargeability of duties of central excise - goods, manufacture,

classification and valuation of excisable goods, CENVAT; assessment

procedure, exemption, payment, recovery and refunds of duties.

Clearance of excisable goods; Central Excise Bonds; maintenance of

accounts and records and filing of returns.

Duties payable by small scale units. set-off of duties – concept, meaning

and scheme; Central Excise Concessions on exports; search, seizure

and investigation; offences and penalty.

Adjudication, Appeal and Revision, including appearance before

CEGAT by Company Secretary as authorised representative;

settlement of cases.

7. Customs Laws

Levy of and exemption from, customs duties – specific issues and

case studies; assessment and payment duties; recovery and refund of

customs duties.

Procedure for clearance of imported and exported goods; drawback of

duties.

Transportation and warehousing

Confiscation of goods and conveyances and imposition of penalties;

search, seizure and arrest, offences and prosecution provisions.

Adjudication, Appeal and Revision; Settlement of Cases.

8. Promissory Estoppel in Fiscal Laws – principles and applicability

with reference to indirect taxes.

9. Tax Planning and Management - scope and management in

customs, with specific reference to important issues in the respective

areas.

Part C: International Taxation (20 marks)

10. Basic Concepts of International Taxation

Residency issues; source of income; tax havens; unilateral relief and

Double Tax Avoidance; transfer pricing; international merger and

acquisitions; impact of tax on GATT 94, WTO, anti dumping processing;

the subpart F Regime : definition of CFC, Subpart F Income and

Operating Rules.

11. Advance Ruling and Tax Planning

Authority for advance rulings, its power and procedure; applicability of

advance ruling; application for advance ruling and procedure on receipt

of application.

Tax planning and special provisions relating to certain incomes of nonresident

corporate assessee.

Double taxation avoidance agreements; general principles; provisions

and tax implications thereof.

12. Taxation of Inbound Transactions

Taxation of passive investments; capital gains & losses; income

taxation; property taxation; branch profit taxation.

13. Taxation of Outbound Transactions

Foreign tax credit; foreign income exclusions; indirect foreign tax credit

(deemed paid system vs. current pooling system); Controlled Foreign

Corporations; PFIC’s (Passive Foreign Investment Companies); cross

border merger, acquisitions and transfers.

 

MODULE IV

PAPER 7 : DUE DILIGENCE AND CORPORATE COMPLIANCE

MANAGEMENT

Level of knowledge : Expert knowledge.

Objective :

(i) To provide thorough understanding and appreciation of

composite legal due diligence in regard to certain corporate

activities.

(ii) To provide expert knowledge about the Corporate Compliance

Management

Detailed contents :

1. Due Diligence

Nature, objectives, significance and scope of due diligence; steps in

the process of due diligence.

Areas of Due Diligence

_ Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights

issue, Employees Stock Option Plans (ESOPs), Preferential

Allotment

_ Issue of debt (both long term & short term) such as

debentures, bonds, warrants etc.

_ Takeovers and acquisitions

_ Setting up of business units in India and abroad

_ Setting up joint ventures

_ Compliance of Listing Agreement

_ Internal Audit of Depository Participants

_ Issue of Global Depository Receipts

_ Issue of Indian Depository Receipts

_ Legal Due Diligence

2. Compliance Management

Concept and significance; systems approach to compliance

management; process of establishment of compliance management

system; compliance in letter and spirit.

3. Secretarial Audit

Need, objectives and scope; process; periodicity and format for

secretarial audit report; check-list under various corporate laws; share

transfer audit; compliance certificate.

4. Search / Status Reports

Importance, scope; verification of documents relating to charges;

requirements of financial institutions and corporate lenders; preparation

of report.

5. Securities Management and Compliances

Meaning, need and scope; mechanism for self-regulation; advantages

to company, regulator and investors.

 

PAPER 8 : GOVERNANCE, BUSINESS ETHICS AND

SUSTAINABILITY

Level of knowledge : Expert Knowledge

Objective : To provide knowledge on global development and best

practices in the corporate world.

Detailed Contents :

Part A: Corporate Governance (50 Marks)

1. Evolution, concept, principles and development.

2. Management structure for corporate governance; Board

structure; building responsive boards - issue and challenges;

effectiveness of Board, board committees and their functioning in

particular audit committee, legal compliance committee and

Stakeholders’ relationship committee; appraisal of Board performance,

transparency and disclosure; internal control system and risk

management.

3. An analysis of legislative framework of corporate governance

in various countries – such as UK, USA, India. .

4. Corporate communication; art and craft of investors relations;

shareholders activism, investor protection and changing role of

Institutional Investors.

5. Corporate Social Responsibility and good corporate citizenship.

6. Various corporate governance forums - Common Wealth

Association for Corporate Governance (CACG), Organization for

Economic Cooperation Development (OECD), International Corporate

Governance Network (ICGN), National Foundation for Corporate

Governance (NFCG), etc.

Part B : Business Ethics (30 Marks)

7. Genesis, significance and scope; organization perspectives.

8. Ethical principles in business – codes and innovations.

9. Concept of the stakeholders’ organization.

10. Activity analysis, business dilemma versus decision, characteristics

of ethical dilemmas; the dilemma resolution process; business ethics

as a strategic management tool; stakeholders’ protection.

11. Challenges of business ethics and corporate leadership.

Part C: Corporate Sustainability (20 Marks)

12. Genesis, meaning, nature, objectives, significance and scope

of corporate sustainability.

13. Sustainability reporting - frameworks and guidance; trends and

drivers; business benefits of corporate sustainability reporting;

leadership programmes and stakeholder engagement; corporate

sustainability management systems.

14. Legal framework; conventions and treaties on environmental, health

and safety and social security issues.

15. Principle of Absolute Liability - Case studies.

16. Contemporary developments.

Will try to help you....

I suggest you to discust one or Two Topics a day..........

Let's Start.......

Awesome thought......................If possible, I will try...........

 

But, sharing some links for u...........

 

 

Supplement of Prof.Programme Study Material

Supplement for Chapter IV of the paper ’Corporate Restructuring & Insolvency SEBI vide its Notification No. LAD-NRO/GN/2011-12/24/30181 dated September 23, 2011 notified the New SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 replacing the Takeover Regulations namely SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. As SEBI(SAST) Regulations 2011 are applicable to June 2012 examination, a supplement on New takeover regulations for the chapter IV of the paper ‘Corporate Restructuring & Insolvency’ is being available for the students. Supplement for Chapter IV of the study ‘Due Diligence & Corporate Compliance Management’ SEBI vide its Notification No. LAD-NRO/GN/2011-12/24/30181 dated September 23, 2011 notified the New SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 replacing the Takeover Regulations namely SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. As SEBI(SAST) Regulations 2011 are applicable to June 2012 exam ination, a supplement on New takeover regulations relating chapter IV for the paper ‘Due diligence and Corporate Compliance Management’ is being available for the students .

link: https://www.icsi.edu/Student.aspx

thanks @ Sanket n Rahul ji...

its just n effort lets see how much output we get working together...:)

This is a very good idea, Dear Priyanshu. Group study, when undertaken by a focussed group working towards a single goal, can deliver fantastic results. I'm not that conversant with the CS Professional Papers, but even I feel eager to join you and do my bit. My special area of interest is

" 5. Corporate Social Responsibility and good corporate citizenship." Looking forward to some detailed discussion on the same.

 

So, what are you waiting for? Just start the proceedings.

Priyanshu, you scared me..., I was just scrolling down the page and down,.. and CS syllabus was not ending at alll.., really I am scared of CS..

but its nice.. you already gathered valuable members here, I may not help you, but sure will go through the discussion.. Thanks priyanshu...May this thread get a huge suceess as well as CS students..All the best..

 

Hi Priyanshu....

If you have any query about corporate law you can just ask.....i will try to resolve as soon as possible and try to explain in easy wat for better understanding for you. In case of othe rsubject i will try to resolve the queries or provide best way to you.

 

Dont worry be ready for the exam we will be near about you for help and solutions.....

 

All the best.....

hey thanks to all for favoring the idea of working together

as here at CCI we are to help each other in an simplified manner in studies and in life also

we need support and cooperation of u all and espcially from the featured members... 

 

i have got many jewels in my life just because of CCI and they are sprinkling beautiful toppings on my cake............:)

thanks for appreciation 

 

 

Dear Priyanshu...

Its Really Gud Idea...

Hope I will do some effort for the same..

Dear all ,

 i will also solve any query on corporate law and try to contribute.

In case of urgency can email me on nilambhandari80 @ gmail.com and will try to resolve the query soon.

regards and all the best

 

/forum/details.asp?mod_id=196031&offset=1

Hi

 

 

 

IMPORTANT FEATURES OF DIRECTOR IDENTIFICATION NUMBER

 

(a) Any individual who is a director or intends to become a director of a company should apply for DIN. All the directors of a company must obtain DIN.

(b) DIN Application Form is available on the home page of MCA website. The Form will affix his/her photograph and send the same, along with photocopies of identity and residence proof, duly  attaested by Notary/ Gazetted Officer/Certified Professionals (CA/CS/ICWA) to the MCA DIN Cell, P.O. Box No. 03, Noida – 201301 Uttar Pradesh, India.

(c) Rs. 100 fee is chargeable for this and an online application is to be filed for obtaining the same.

(d) The Form will be processed by the MCA Din Cell. Once approved, DIN confirmation and activation letter will be sent to the applicant. An e-mail in this regard will also be sent to the applicant at the e-mail ID provided in the DIN application.

(e) The provisional DIN can be used for e-filing.

(f) Towards identity proof, duly attested photocopies of any one of the following viz. PAN card, Driving License, Passport, Voter ID Card, Telephone Bill, Ration card, Electricity Bill and Bank Statement, need to be filed with the DIN application.

(g) DIN application is also to be supported with proof of residence of the applicant director which can be any one of the following viz. Passport, Voter ID Card, Ration card, Driving license, Electricity Bill Telephone Bill and Bank Statement. In case of a foreign director, residence proof can be submitted in form of certificate from the management of the company certifying the present residential address of the foreign director in India.

(h) DIN is mandatory for e-filing of forms and documents and PAN cannot be used as an alternative to DIN.

(i) DIN is mandatory for directors of Indian companies who are not citizens of India.

(j) DIN is not mandatory for directors of foreign company having branch offices in India.

(k) Only a single DIN is required for an individual, irrespective of number of directorships held by him/ her. All the directorships of an individual would be mapped in the database through that DIN.

(l) Even on resignation of a director the DIN will not be cancelled.

 

Company Secretaries and Managers are not required to obtain DIN.

 

For latest amendment on DIN go to the following Circular also:

 

https://www.mca.gov.in/Ministry/pdf/Circular_04Mar2011.pdf

 

Hi

 

 

NATURE OF DOCUMENTS COVERED UNDER E-FILING

Permanent documents of existing companies like memorandum of association, articles of association, current charge documents are presently maintained in paper form across various Registrar of Companies (RoC) offices. These documents have been converted into electronic format.

The scope of MCA21 project covers only the offices of RoCs, Regional Directors and the Headquarters at New Delhi. It does not include other offices of MCA like Official Liquidators, Company Law Board/Tribunal and Courts. Every company which has been incorporated under the Companies Act, 1956 as well as all the foreign companies having place of business in India are required to file with the RoC, Regional Director or the Head Quarter, requisite forms, returns and documents within the prescribed time alongwith the appropriate filing fee or with the payment of additional fees in the event of delayed filing.

Under the regime of MCA21 project launch by the Ministry of Company Affairs, the entire filing of forms and returns under the Companies Act, 1956 (except the filing of documents with the Liquidator, Company Law Board and High Court) is required to be filed electronically online at the portal of the www.mca,gov.in. The system of filing of forms and returns physically has been discontinued and after 16^th Sept., 2006 and only electronic filing with the digital signature shall be accepted by the Department.

 

The Central Government vide Notification No. GSR 56(E) dated 10th Feb., 2006 has re-engineered the entire forms prescribed under the Companies (General Forms) Rules, 1956 and has prescribed new e- Forms, which has been effective from 28th Feb., 2006. (Appendix 1) It should be noted that, duly filed means that the documents has been filed with an adequate filing fee All the columns of the forms and returns must be properly filled up and digitally signed by the managing director or director or manager or secretary of the Company as well as pre-certified by the company secretary or chartered accountant of cost accountant in practice as prescribed for certain forms before filing. Adequate enclosures must also be filed attached in the PDF files with the concerning.

 

SERVICES AVAILABLE ON MCA21

 

The following services are available under the MCA21 project:—

(a) Registration and incorporation of new companies;

(b) Filing of Annual Returns, Balance Sheets and Profit and Loss Accounts;

(c) Filing of forms for change of names/address/Director's details;

(d) Registration, modification, satisfaction and verification of charges;

(e) Inspection of documents;

(f) Applications for various statutory services from MCA;

(g) Investor grievance redressal.

 

 

 

 ADMINISTRATIVE SETUP OF MCA

 

The MCA Portal, which functions under overall direction and supervision of the Minister of Company Affairs, has a three tier organizational set-up for administration of the Act, namely:

1. Headquarters at New Delhi.

2. Regional Directors (RD) at Mumbai, Kolkata, Chennai and Noida

3. Registrar of Companies (RoC) in States and Union Territories

The Official Liquidators who are attached to various High Courts functioning in the country are also under the overall administrative control of the Ministry. The Company Law Board, a quasi-judicial body, has its Principal Bench at Delhi, an additional Principal Bench for Southern States at Chennai and four Regional Benches located at Delhi, Mumbai, Kolkata and Chennai.

The four Regional Directors are in-charge of the respective regions, each region comprising a number of States and Union Territories. They supervise the working of the offices of the RoCs and the Official Liquidators working in their regions. They also maintain liaison with the respective State Governments and the Central Government in matters relating to the administration of the Companies Act. Certain powers of the Central Government under the Act have been delegated to the Regional Directors. There is also an inspection unit attached to the office of every Regional Director for carrying out the inspection of the books of accounts of companies' u/s 209A of the Companies Act. RoCs appointed u/s 609 of the Companies Act and covering the various States and Union Territories are vested with the primary duty of registering companies in the respective States and the Union Territories and ensuring that such companies comply with statutory requirements under the Act. These offices function as registry of records, relating to the companies registered with them, which are available for inspection by members of public on payment of the prescribed fee. The Central Government exercises administrative control over these offices through the respective Regional Directors.

 

MCA Headquarters handles cases that require approval of the Central Government related functions. Regional Directors supervises the functioning of Registrars and handles the matters delegated by the Central Government while the Registrar offices handle the bulk of citizen facing functions. The Official Liquidators (OL) attached to various High Courts functioning in the country is also under the overall administrative control of the MCA. Its headquarters at Delhi also includes two Directors of Inspection and Investigation and Director of Research and Statistics

 

 REQUIREMENT FOR FILING OF FILING OF E-FORM S

 

The Ministry of Company Affairs vide Notification No. G.S.R. 56(E), dated 10th February, 2006 [F No 1/6/2005/CL.V] in exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with section 610A of the Companies Act, 1956 (1 of 1956), has modified the Companies (Central Government's) General Rules and Forms, 1956, and these rules are called the Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2006. The Rules have come into force on the date of their publication in the Official Gazette i.e. 10th February, 2006. (See Appendix 2 for re-engineered e-Forms as compared to previous Forms)

 

The Ministry of Company Affairs has launched on 18th February, 2006 its e-governance MCA-21 Project by commencing the process of e-filing of company documents with the office of Registrar of Companies (ROC), Coimbatore.

 

The Ministry has already notified the forms, compatible with e-filing which have been made operational with effect from 28th February, 2006 and compulsory e-filing of forms with the digital signatures has been made w.e.f.16.09.2006. Therefore all filing from 16th Sept., 2006 has to be made under the digital signatures of the authorized persons.

 

COMPULSORY FILING OF DOCUMENTS THROUGH ELECTRONIC MEDIA

 

Rule 3 of the Companies (Central Government's) General Rules and Forms (Amendment) Rules, 2006 provides that the Forms prescribed in Annexure 'A' of the Rules may be filed through electronic media or through any other computer readable media as referred under section 610A of the Companies Act, 1956.

 

FRAMING OF RULES BY THE CENTRAL GOVERNMENT IN RELATION TO ELECTRONIC FILING

 

The Ministry of Company Affairs has vide Notification No. GSR No. 557(E) dated 14.9.2006 notified the Companies (Electronic Filing and Authentication of Documents) Rules, 2006. These Rules have been framed under the powers vested with the Central Government u/s 610A to 610E of the Companies Act, 1956. New sections 610B to 610E introduced u/s 4 of the Companies (Amendment) Act, 2006 has been notified by the Ministry of Company Affairs vide Notification No. S.O. 1529(E), dated 14-9-2006