CS Sanjeevani: Advanced Company Law And Practice for CS Professional By CS Rahul Harsh


CS Sanjeevani is my effort to give you “the CS Students” some valuable tips to perform better at your upcoming examinations. This article deals with Advanced Company Law and Practice – CS Professional: CS Rahul Harsh 

There is a Common complaint from the Professional Level Students that even after writing their best answers at the Adv. Company Law Examinations they do not get the marks as expected.

Let us make things clear CS – Professional is the final level of the Company Secretary course and the Institute expects you to study deeply rather than just going through. The level of answers required by the ICSI in Professional Examination is Expert Level. After clearing your examinations you are going to get the ACS Membership and thereafter get the eligibility of being appointed in a Reputed Company or Start your own practice. Suppose you have been appointed in the CS Department of BSE listed Company.

The Company is having all sorts of Committees as required by Companies Act, 2013 & LODR.

Now being the CS of such a reputed organization you have a huge amount of responsibility on your shoulders. You need to give your 101 % in drafting various resolutions, drafting the Minutes, Filing various forms with ROC and complying the SEBI norms.

Further, you need to give your opinion to the Board. Being a Company Secretary it is deemed that you are an expert of Law and especially Company Law. In case you opt for practice you have the opportunity to deal with companies as your clients and to appear at forums such as NCLT. At both the employment and in the practice field, you must act as an expert in Corporate Laws.

Now, the questions asked by Institute at the Professional level are mostly practical and in case study forms. These are asked to check your analytical and judgmental skills in various situations. So that as and when you clear your examination you are ready to face any situation which may arise in front of you.

SANJEEVANI will help you get a Grip on the Subject and pass your exams with ease:

  • FIRST THING FIRST IT IS VERY IMPORTANT TO START YOUR TRAINING TO GET A GRIP ON THIS SUBJECT: Once you have started your training with a PCS/ Company, E-forms will be easy for you. Remember there will be a lot of 1 mark questions on E-forms- this will be pretty easy for you, I will suggest you make a list of IMP Forms under companies act 13 and their attachments. There is a Huge number of forms that need to be filed with ROC and until and unless you make a list of them and learn it your answers won’t be complete.
  • MAKE IT A HABIT TO READ STUFFS WITH THE HELP OF SECTIONS: Answers quoted with sections and rules will definitely be rewarded more. Like there is a question of CS Appointment. So, Along with the Provisions of Act, Here you also need to mention Sec 203 of C.A 13, Companies (Appointment and Remuneration of Managerial Personnel Rules) and also the Form No. of Eforms required to-be Filed MGT 14 & DIR – 12 and then the time period with which they must be filled. That will be the complete answer.
  • NO OF PAGES IS A MYTH: While answering theory questions make it a habit that you won’t write them for a number of pages! No one has time to read the never-ending answers! Be specific, Write in points or paragraphs. Write legibly and Highlight the Points you think are important. Like Sec. No., Form No. Etc. That draws the attention of the examiner and he will believe that the answer sheet he is checking belongs to someone who is talented and not an average student.
  • CAN I WRITE THE ACT IN MY OWN LANGUAGE: Of Course NOT !!! One more miss - conception with students is that they will understand the provisions but write it in their own language. Just imagine how can you change the language of an Act ??? While writing a provision you have to write the language as used in the Act. You can’t make your own Act and write things which don’t Exist!
So, Please try to remember the key aspects of law and then answer your paper like an Expert providing solution to the queries asked.

  • IMPORTANCE OF MENTIONING CASE LAWS: If you have the habit of reading novels read the case laws just like you do for novels. In the beginning, you will find it difficult. Probably you can do this as a team by reading case laws overnight and discussing it with your colleagues – kind of quiz or something. The idea is to make learning interesting. Quoting a relevant case law instantly changes the view of your examiner and will help you gain some extra marks from him.
  • TIME MANAGEMENT AND HALL DISCUSSIONS! While Preparing remember the Pass Percentage of the CS Final stage are very less. The few people who pass are those who prepare smartly and answer smartly. Time Management and Final Revision of the exam is VIMP. Complete the Syllabus THRICE or MORE before Exams. The Syllabus is huge give no chance to forget anything you learned. Avoid Asking Friends in EXAM HALL. No one knows better than you. People mostly go with the flow and then the whole hall writes a wrong answer!
  • PRACTICE IS THE KEY TO GOOD MARKS: While preparing for exams you MUST test yourself by answering the Past Questions. Then match your answers with the Guideline answers released by the Institute. The quality of your answer must be according to what the institute has provided. In case it’s not. You have to improve it. There is no second option.
  • RESOLUTION AND OTHER DRAFTINGS: PRACTICE MAKES ONE PERFECT. Drafting is the most vital aspect of a CS in Job or in Practice. Before you draft any resolution make a basic checklist of what all points you need to mention therein. So, that you do not forget the points you need to mention in the resolutions or other drafting asked in exams.
Observe the following SAMPLE RESOLUTION to appoint a Company Secretary in a Listed Company.

EXTRACT OF THE MINUTES OF THE 125TH BOARD MEETING OF ABC LIMITED, HELD AT 10 A JAWAHARLAL NEHRU ROAD, KOLKATA -700013 ON SATURDAY, 12TH MAY, 2018 AT 2.30 P.M

The Board was informed that Shri___________, of ____________, West Bengal, was selected through round of interview for the post of Company Secretary.
 
Shri. __________ is an Associate Member of The Institute of Company Secretaries of India (ACS) and has an Honors Graduate in Commerce from University of Calcutta. He possesses work experience of four years as a Company Secretary.
 
The Board noted that the Nomination & Remuneration Committee of Directors at the meeting held on the _________ had approved and recommended the appointment of Shri. __________as the Company Secretary.
 
A draft letter of appointment containing terms and conditions including remuneration was placed before the meeting for consideration.
 
The Board approved the said appointment and passed the following resolution.
 
"RESOLVED THAT Shri ......................................., who is an Associate Member of the Institute of Company Secretaries of India and has had four years’ experience in a listed company, be and is hereby appointed as Company Secretary under SECTION 203 of the COMPANIES ACT, 2013 and RULES MADE THEREUNDER AND AS AMENDED TIME TO TIME AND APPLICABLE SEBI (LODR) REGULATIONS, 2015 on the terms and conditions contained in the letter of appointment, draft whereof was laid on the table of the meeting, approved by the meeting and initialed by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the chairman and managing director of the company, Shri..............., be and is hereby authorized to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company.

RESOLVED FURTHER THAT Shri ......................., be and is hereby appointed Company Secretary on the terms and conditions contained in the agreement, draft whereof was laid on the table of the meeting, approved by the meeting and initialed by the chairman of the meeting as a mark of identification; and

RESOLVED FURTHER THAT the Chairman and Managing Director of the company, Shri ..............................., be and is hereby authorized to sign, on behalf of the Board, the agreement with the Company Secretary.

RESOLVED FURTHER THAT Shri.................., be and is hereby appointed Company Secretary on the following terms and conditions:
(a) Salary Rs............... per month in the pay scale of Rs................
(b) Other allowances Rs................. per month.
(c) Company’s leased accommodation for residential purpose. (d) Company’s car with driver for company’s work.
(e)One Mobile and one telephone line at his residence at company’s cost for company’s work. Long distance personal calls will be payable by him.
(f) Leave as per company’s leave rules.
(g) Provident Fund Contribution as per company’s rules.
(h) Superannuation Fund Contribution as per company’s rules.
(i) Gratuity as per rules of the Company.
(j) Leave encashment as per company’s rules.
(k) Determination of service on three months notice by either party.

RESOLVED FURTHER THAT the Chairman and Managing Director, Shri ...................., be and is hereby authorised to sign the letter of appointment of the Company Secretary, on behalf of the Board of directors of the company and to file the necessary e-forms with Registrar of companies, West Bengal and to intimate the Stock Exchanges within the time limit as specified under the applicable Act / Regulations."
 
OBSERVATIONS: that the above resolution it has mentioned each a brief on the discussions by the Board. A Confirmation that the Appointment is being made after the recommendation by the NRC. Thereafter the applicable Section of Companies Act 2013 and LODR regulation has been mentioned. The terms and conditions of appointment and thereafter authorization to the Director of the Company to do necessary formalities were stated. In examination YOU MUST try to draft the resolutions in such professional manner or else you are bound to lose your marks.

GENERAL TIPS:

  • Obey the Examination rules. Write a new answer at a fresh page.
  • Give side headings, top headings in your answers.
  • Prepare a timetable of the answers you are attempting and then start your paper. So you do not miss any question after the exams.
  • Give yourself 15 minutes to revise and check if all questions have been attempted or not.
  • Check the question No. and basic spelling mistakes before handing over the answer sheet.
  • Write in legible handwriting. You don’t need to be decorative but yes your answers must be readable.
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