CS Executive Company Law and Practice Classes

CS Executive Paper 2 - Company Law and Practice

Company Law is the flagship subject of the CS qualification — the paper where a Company Secretary's unique expertise is established. It covers the Companies Act 2013 comprehensively and is tested at a significantly higher depth than either CA Intermediate or CA Final Corporate Laws. This is a 100-mark MCQ paper in Module 1.

Syllabus Coverage — Companies Act 2013

• Incorporation and Constitution — Types of companies, Memorandum and Articles of Association, incorporation process, certificate of commencement, registered office requirements
• Share Capital — Kinds of share capital, issue and allotment, rights issue, bonus shares, buyback, ESOPs, reduction of capital, SEBI ICDR interface
• Deposits — Eligibility, limits, repayment, creation of security, default consequences
• Charges — Creation, registration (ROC filing), modification, satisfaction, register of charges, Section 77–87
• Directors — Appointment, disqualification, DIN, KMPs, executive vs non-executive vs independent directors, duties under Section 166, liabilities
• Meetings — Board meetings (quorum, notice, minutes), general meetings (AGM, EGM), resolutions (ordinary, special), postal ballot, NCLT-called meetings
• Dividend — Declaration, interim dividend, Investor Education and Protection Fund (IEPF), Sections 123–127
• Accounts and Audit — Books of accounts, financial statements, auditor appointment (Sections 139–148), NFRA, internal audit requirements
• CSR — Section 135, CSR Committee, 2% net profit obligation, CSR reporting, unspent CSR provisions
• Inspection and Investigation — SFIO, Serious Fraud Investigation Office, Sections 206–229
• Restructuring — Compromise and arrangements (Section 230–232), amalgamation, demerger, NCLT role
• Winding Up — Voluntary winding up, NCLT-ordered winding up, official liquidator, preferential payments

Why This Paper Is the Core of CS Practice

Every secretarial compliance task — board agenda preparation, AGM coordination, ROC filings, charge registration, director appointment — is governed by the Companies Act 2013 provisions you study here. Unlike law papers in other professional courses, CS Executive Company Law is tested at a level where you are expected to know which form to file (e.g., MGT-14 for special resolutions), within what time limit, and the penalty for non-compliance. This operational depth is what ICSI demands.