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Monday 14 December 2015

Last Minute Suggestions to CS Final Advanced Company Law and Practice / Company Secretarial Practice - DEC 15 Exams - CS Rahul Harsh

Last Minute Suggestions to CS Final – DEC 15


- CS RAHUL HARSH 
(Associate Member of The ICSI)

-         WhatsApp: 9804179372
-         Email: csrahulharsh@gmail.com

Dear Friends,

Finally its December, 2015 and after few days the ICSI will conduct its examinations … thousands of hopeful students will give their attempt to clear the CS final examinations. I hope you all have prepared all the subjects very well and are ready to fight the battle. This series of articles will deal on some last minute suggestions that I wanted to share with you which will help you in last few days of preparation and also during the exams…

We will go subject specific and then cover some general tips for the exams… J

Subject Specific Tips: 

First thing first CS Final is a Professional Examination and everything in the ICSI Mat is Important. But there a few topics in every subject which require some more attention than others. So lets discuss them and check whether you have prepared them or not.

Company Secretarial Practice / Advanced Company Law:

This is the Core subject of the Syllabus and its great relief that the Institute is having its examination on the first day. Therefore you have time to revise it completely before exam.

The important topics which you need to take care of are :

Incorporation of Different types of Companies  and Eforms Required. , Process of Conversion of companies, Procedures and Resolutions W.R.T : Change of name, objects, registered office of a company, Additional requirement- change of objects for which money is raised through prospectus, Procedure for Altering Articles of Association.

Process of Dematerialization and Rematerialization of Shares, Procedure Issue of securities through public offer , Private placement, Rights shares, Employee stock option, Bonus Shares, Procedure for forfeiture of shares, Difference in forfeiture & Surrender of shares, Note on Debenture Redemption Reserve, Debenture Trustee, Procedure for Roll-over of non convertible portion of partly convertible debt instruments under SEBI (ICDR) Regulations, 2009,

Deposits : Its definitions, resolutions and Eforms (It’s a hot topic and expect questions from this chapter), Check list of secretarial compliance for acceptance of deposits as per CA, 2013, Procedure of Variation of member’s rights, Provisions and Procedure of Transfer of shares in Pvt and Public Co. as per The Companies Act 2013, Transposition of names,

SEBI (Prohibition of Insider Trading) Regulations, 2015, Provisions on Key managerial personnel, Procedure to appoint KMP , Directors, MD, Board Composition, Provisions of Woman Director & Independent Director ,Process to obtain and surrender DIN, Provisions of Additional Directors, nominee Directors, Directors interest in a contract or arrangement section 184(2), Provisions on Related party transactions, Prohibition and Restrictions Regarding Political Contribution, Short Notes on What is D & O Liability Insurance,

Duties of company secretary as prescribed in Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, Liabilities of Company Secretary, Vacancy in the office of whole-time KMP, Secretarial audit  Process , Applicablity and Checklist, Meetings of BOD, committee of directors,IMP Points of SS 1 & 2 (which I can Provide you on email), Voting through electronic mode, Procedure for passing of resolutions by postal ballot, appointment of auditors, Rotation of auditor, Casual vacancy in the office of auditors, Eligibility, qualification and disqualification of auditors, Note on National Financial Reporting Authority, Appointment of Cost Auditor and filing its report with MCA,

IMP Aspects of Directors’ report and DRS, Applicability of corporate social responsibility and areas covered in CSR, Procedure for payment of dividend, transfer of unpaid or unclaimed dividend to the IEPF, Registration & Satisfaction of charges – Eforms and Consequences of non-registration of charge,

Loans and investment by company [section 186] along with resolutions, Chapter E-FILING is must for Short notes on topics like: Corporate Identity Number (CIN), Global Location Number (GLN), Front Office and Back Office, Service Request Number (SRN), STP Forms, benefits of mca-21, XBRL Filing, Also read about the attachments for Different Eforms, Expect Questions from: Striking Off Names Of Companies, and Global Development of Company law(its VIMP Chapter DO NOT LEAVE THIS).        

IMP Sections to Revise from Bare Act and to Remember :

Section No.
Topic
12.
Registered office of company
13.
Alteration of memorandum
14.
Alteration of articles
18.
Conversion of companies already registered.
23.
Public offer and private placement.
26.
Matters to be stated in prospectus.
42.
Offer or invitation for subscription of securities on private placement.
53.
Prohibition on issue of shares at discount
54.
Issue of sweat equity shares
63.
Issue of bonus shares
68.
Power of company to purchase its own securities(Buy Back)
74.
Repayment of deposits, etc., accepted before commencement of this Act.
92.
Annual return.
96.
Annual general meeting
100.
Calling of extraordinary general meeting
110.
Postal ballot
108.
Voting through electronic means
121.
Report on annual general meeting
123.
Declaration of dividend
129.
Financial statement
134.
Financial statement, Board’s report, etc
135.
Corporate Social Responsibility
138.
Internal audit
139.
Appointment of auditors
149.
Appointment of Directors and ID
161.
Appointment of additional director, alternate director and nominee director
177.
Audit Committee
178.
Nomination and Remuneration Committee and Stakeholders Relationship Committee
182.
Prohibitions and restrictions regarding political contributions
184.
Disclosure of interest by director 185. Loan to directors, etc
186.
Loan and investment by company 186. Loan and investment by company
188.
Related party transactions 197. Overall maximum managerial remuneration
203.
Appointment of key managerial personnel 204. Secretarial audit 205. Functions of company secretary
455.
Dormant company


Learn the Following Schedules No.

Schedule I - Memorandum Of Association Of A Company Limited By Shares
Schedule II - Useful Lives To Compute Depreciation
Schedule iii -  Preparation Of Balance Sheet And Statement Of Profit And Loss Of A  Company
Schedule iv - Code For Independent Directors
Schedule V - Appointment Of A Managing Or Whole-Time Director Or A Manager Without The Approval Of The Central Government
Schedule vii - Corporate Social Responsibility Policies


Tips : Try revising more and more resolutions and not the easy ones most of the resolutions are there in the ICSI Study Mat after each chapters.

Please do not quote wrong section numbers and answers and irritate the examiner.If you can’t recollect theparticular Section, then better to write “ as per the provisions of CompaniesAct,2013/1956” rather than quoting a wrong section.  



- CS RAHUL HARSH 
(Associate Member of The ICSI)

-         WhatsApp: 9804179372
-         Email: csrahulharsh@gmail.com


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