iVidya Academy Practice Paper CS SANJEEV SAPRA

Important Topics of COMPANY LAW (New Syllabus)

for CS Executive December - 2020 exams

CHAPTER NAME TOPIC

1.
Introduction Of a. All characteristics of the company with their case studies.

Company  Separate legal entity

 Perpetual succession
 Limited liability
b. Corporate veil, lifting or piercing of corporate veil under Co. Act provisions.
 When liability of members can be made unlimited or can be made personally
liable
 Section 3A
 All case studies in book
c. A person can be owner, employee, and creditor at same time in company. Do you
agree?
 Case study Salomon and Lee
d. Nationality, Residence of company

2. a. Preference shares and its redemption provisions

Capital
b. Sweat Equity shares
&
c. Shares with differential rights
Financing
d. Further issue of capital, Right, Bonus issue and u/s-62&63
e. ESOP.
f. Share premium account

a. Alteration of capital clause in memorandum

3. Alteration
b. Provisions relating to reduction of capital (Sec-66)
Of
 Creditors right to object Reduction of capital
Capital
c. When capital stands automatically increased?
d. Provisions of buy back with prohibition (Sec-68 and rules)
e. Is every company allowed to return part of paid up capital to its shareholders?

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4. Private Placement a. Provisions relating to Private placement (Sec-42).

& b. Variation in terms of prospectus and exit opportunity
Prospectus c. Dematerialization of securities issued by Unlisted company Section 29 & Rule 9A
d. Civil and criminal liability for misstatement in prospectus.
e. Short Notes or difference between :
- Offer for sale
- Deemed Prospectus
- Shelf Prospectus
- Red Herring prospectus
- Personation

5. Debt Capital a. Provisions for borrowing powers of directors & limits on it (Section -179 &180).
 Remedies for borrowing outside the limits of directors powers to borrow
b. Ultra vires and Intra vires borrowings with case studies
c. Provisions for issue, redemption and DRR for debentures. (Section 71 with Rule 18)
 Conditions for issue of secured debentures
d. Doctrine of indoor management and its case laws as given in my notes.
(Case study Royal British bank, V.K.R.S.T Firm v. Oriental Investment Trust Ltd.)
e. Debenture Trustee.

6. Charges a. - Fixed & Floating Charge

- Crystallization & Satisfaction of charge
b. Case studies of charges (all given in my notes)
c. Postponement of charge
d. Registration of charge and effect of non- registration.

7. Allotment Of a. Principles and provisions for allotment. (Section 39)

Securities b. Return of allotment. When necessary? (Rule -12)
c. Share certificate and signing. (Section 46 & Rule - 5)
b. Can a Board delegate the issuance of duplicate share certificate to its committee?

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8. Membership a. Who are allowed and not allowed to become member in a company.
In b. Essentials to become member.
Company  Is oral agreement to accept membership is valid?
c. Provisions of Register of member (Sec-88 and Rule – 3 to 8).
 Place for keeping register member and shifting.
 Closing of register of member and debenture holders
 Inspection of register by member
d. Nomination by member
e. Pre-emptive right of shareholders.
f. Dissenting shareholder and their rights.
g. Beneficial ownership in company Section – 89 & 90
h. Short notes on :
 Shareholders democracy
 Shareholders agreement
 Veto power
 Control

9. Transfer a. Power of Company or Directors to refuse transfer. Remedies against refusal.

& b. Difference between transfer & transmission.

Transmission c. Transfer to minor

d. Transmission provisions. How transmission can be made if deceased member had
not made any nomination.

10. a. Section - 149

Institution Of
- Minimum and maximum no. of directors
Directors
- Residential status of directors
b. Woman director
c. Small shareholder director (Sec-151)
d. Additional / Casual / alternate/ nominee directors etc. (Sec–161)
e. Disqualifications for appointment of director (Sec-164)
f. Limit on directorship by a person (Sec-165)
g. Vacation of office of director. (Sec-167)
h. Resignation of director, consequence in case all directors resign. (Sec-168)
i. Removal of directors (Sec-169)

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11. Independent a. Definition of Independent director

Director b. Appointment and re-appointment of Independent director.
c. Data bank and eligibility test for Independent director.
d. Tenure on Independent director, filing intermittent vacancy.
e. Role and functions of independent director.

12. Board & Its a. Provisions for meeting of board. Sec-173

Powers - By video conferencing. Matters allowed to be dealt by video conferencing.
b. Quorum of board meeting. Sec-174
c. Passing of resolution by circulation Sec-175
d. Audit committee Sec-177
e. Powers of directors and restrictions. Sec. – 179 & 180
f. Charitable. Political, Contributions by BOD Sec-181-183
g. Interested director u/s 184
h. Related Party transactions. Sec-188
i. Loans to directors and employees. Section-185.

a. Appointment of MD/ WTD/ Manager

13. KMP
Sec—196 & Schedule-V with case laws given in notes.
b. Provisions relating to Managerial remuneration -
 Managerial remuneration exceeding 11% of the net profit
 In case of profit and inadequacy of profit or loss.
c. Appointment of Company Secretary, his role, functions. Sec-203 to 205.
d. Secretarial audit. Sec- 204

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14. General Meetings a. AGM - calling, day, time, place, extension etc. Sec.- 96
b. EGM – Calling by members/time Sec.-100
c. Powers of Tribunal to call AGM/EGM Sec – 97-98
d. Notice for general meeting Sec. - 101
 Notice period, GM with shorter notice
 Person entitled for general meeting
e. Quorum, presence of Auditors at GM. Sec-103
f. Proxies. Who can and maximum no. of proxy one can hold Sec.-105
g. E-Voting at general meeting, applicability. Sec - 108
h. Postal ballot Sec - 110
i. Difference between OR and SR Sec-114
j. Resolutions passed at adjourned meeting
k. Resolutions & Agreements to be filed with the. Sec -117
l. Minutes Of Meetings Sec-119.
m. Report on AGM Sec-121

15. Loans Loans and Investments by Companies.

And Sec.-185 Loan to directors
Investments Sec.-186 Limits and conditions for Loans, guarantee, security and Investment.
By Companies Sec.-187 Investment of company to be held in its own name
Sec - 188 Related Party Transactions

16. Deposits a. Deposits under the Act. And what is not deposit.
b. Eligible co. Sec- 76
c. Conditions for accepting deposits from member’s u/s 73(2).
d. Limits on maturity period and amount on deposits.
e. Maintenance of liquid assets/Deposit redemption reserve.
f. Deposit trustee.
g. Register and return of deposits.
h. Checklist of secretarial compliance for acceptance of deposits as per companies act,

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Accounts And a. Books of accounts, etc. to be kept by company sec. 128

17.
 Inspection of books of account by directors or members.
Audit
 Place for keeping books of accounts
b. Financial statement sec-129 -131
 Signing
 Filing with ROC. XBRL filing.
 Re-opening & Revision on Accounts/Fin. St.
c. CSR Provisions Sec – 135
 Applicability on company
 Utilization of CSR amount
d. Right of member to copies of audited fin. St. Sec - 136
e. Term, reappointment and rotation of auditor. Sec - 139
f. Eligibility & Qualifications of auditor Sec - 141
g. Powers of auditors Sec - 143
h. Internal audit and Cost audit Sec - 138,148

18. Divisible Profits a. Declaration of dividend Sec. -123

And Dividends - Source of funds and mode for payment of dividend
- Declaration and Time limit for payment of dividend
b. Difference between Interim and Final dividend
c. Dividend In Case Of Absence Or Inadequacy Of Profits
d. Unpaid dividend account.
e. Investor protection account.

19. Board’s Report a. Board report, its disclosures. Section - 134

And Disclosures b. Signing of the board’s report and liability for mis-statement.
c. Directors responsibility statement.

20. Registers Forms a. Register Of Members Section – 88

And Returns c. Minutes Books Section – 118
d. Annual Return Section - 92
e. Register of directors Section - 170
f. Register of Sweat Equity shares, ESOP, Loans and investments

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21. Majority Rule And a. Shareholder’s democracy.

Minority Rights b. The Principle of Non-interference (Rule in Foss v. Harbottle), its position in India and
its exceptions.
c. Meaning of Oppression and mismanagement.
d. Application to Tribunal for relief in case of oppression. Sec. - 241, 244, 245.
e. Powers of Tribunal Sec - 242

22. Merger, Demerger a. Power to compromise or make arrangements with members or creditors.
Amalgamation Sec-230
Compromises, b. Procedure for Merger or amalgamation Sec-233
Arrangements

23. Application Of Co. a. Exceptions provided under Companies act 2013 to specific sectors.

Law To Different
Sectors

24. a. Officer who are in default [section 2(60)]

Offences
b. Compounding of offence
Penalties & Their
c. Punishment for fraud (section 447)
Compounding

25. Winding Up a. Is winding up and dissolution are synonymous?

b. Modes of winding up.
c. Grounds on which a company may be wound up by the tribunal under section
270,271,272.
d. Voluntary winding Sec-59 Insolvency and Bankruptcy Code.

26. An Introduction a. Organization of ROC offices under mca-21.

To b. Key benefits of MCA 21 project.

E-Governance c. Digital signature certificates (DSC)

And XBRL d. XBRL

27. Global a. Discuss, in brief, distinguishing features of company law in United Kingdom.
Developments b. Enumerate brief provisions regarding formation of companies under the Canada.

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28. Legal Framework a. Write short notes on:

Governing (i) Associate and Fellow member
Company (ii) Certificate of Practice and Member deemed to be in practice

Secretaries (iii) Disciplinary Directorate, Board of Discipline and Disciplinary Committee.

& (iv) Appellate authority

b. Schedule-I Part-I clause 1, 2, 5, 6, 8
Multi-Disciplinary
c. What are the functions of Secretarial Standards Board?
Firms
d. What are mega firms? Briefly discuss the benefits of constituting Multi-disciplinary firms.

Difference a. Small company and One Person company.

b. MOA and AOA
c. Doctrine of Ultra vires and Intra vires
d. Body Corporate and LLP
e. ESOP and sweat equity shares
f. Equity and Preference shares
g. Shares and Stock
f. Difference between shareholder and member
g. Final dividend and interim dividend
h. Voluntary and compulsory winding up
i. Member’s and creditor’s winding up
j. Annual Return and Annual report
k. Voting by show of hands and Voting through Electronic means
l. AGM and EGM
m. Internal, Cost Auditor and Secretarial Auditor.

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