Corporate Administration (Sem 1, BCom SEP Bangalore North Univ)

We have great pleasure in presenting First edition “Corporate Administration” written for students of UG courses. The related matters are written in a simple and easily understandable.

This volume is an attempt to pro vide the students with thorough understanding of Corporate Administration. We have presented the subject matter in a systematic manner with liberal use of charts and diagrams where
ever necessary so as to make it interesting and sustain students’ interest.

Contents –

Module – 1 Introduction to Company
Introduction
Company
Meaning of Company
Definition of Company
Features of Company
Historical Backdrop
Important Provisions of 2013 Companies Act
Kinds of Companies
One Person Company (OPC)
Private Company
Public Company
Company Limited by Guarantee
Company Limited by Shares, Holding Company
Subsidiary Company
Government Company
Listed Company
Statutory Company
Registered Company
Foreign Company
Review Questions

Module – 2 Formation of Company
Introduction
Promotion
Meaning of Promotion
Promoters
Meaning of Promoters
Functions of Promoters
Position of Promoters
Rights and Duties of Promoters.
Incorporation
Meaning of Incorporation
Procedure of Incorporation
Certificate of Incorporation
Effects of Registration
Capital Subscription,
Commencement of Business
Documents of Companies
Memorandum of Association
Meaning of Memorandum of Association
Clauses of Memorandum of Association
Provisions and Procedures for Alteration
Doctrine of Constructive Notice
Articles of Association
Definition of Articles of Association
Contents of Articles of Association
Distinction between MOA and AOA
Subscription Stage
Meaning of Prospectus
Contents of Prospectus
Red Herring Prospectus
Statement in Lieu of Prospectus
Issue of Shares
Allotment of Shares
Forfeiture of Shares
Book-Building Process
Concept of ASBA
Reverse Book-Building.
Commencement Stage
Documents to be Filed
E-filing
Registrar of Companies
Certificate of Commencement of Business
Review Questions

Module – 3 Company Governance
Introduction
Corporate Governance
Meaning of Corporate Governance
Definitions of Corporate Governance
Importance of Corporate Governance
Corporate Ethics
Corporate Social Responsibility
Key Managerial Personnel (KMP)
Managing Director
Whole time Directors
Chief Financial Officer
Resident Director
Independent Director
Auditors
Appointment of Auditors
Powers of Auditors
Duties of Auditors
Responsibilities of Auditors
Audit Committee
CSR Committee
Company Secretary
Meaning of Company Secretary
Types of Company Secretary
Qualification of Company Secretary
Appointment of Company Secretary
Position of Company Secretary
Rights of Company Secretary
Duties of Company Secretary
Liabilities of Company Secretary
Removal or Dismissal of Company Secretary
Institute of Company Secretaries of India (ICSI)
Introduction to ICSI
Establishment
Operations and its Role in the Promotion of Ethical
Corporate Practices
Review Questions

Module – 4 Company Meetings
Introduction
Corporate Meetings
Importance of Corporate Meetings
Types of Corporate Meetings
Resolutions
Minutes of Meeting
Requisites of a Valid Meeting
Notice
Quorum
Proxy
Voting
Postal Ballot & E-voting
Role of a Company Secretary (CS) in Convening the Meetings
Types of Meetings
Annual
Extra-ordinary General Meetings
Board Meetings
Committee Meetings
Secretarial Compliances Regarding Drafting of the
Minutes for Various Meetings
Resolution Types
Meeting Through Video Conferencing
Virtual Meetings
Review Questions

Module – 5 Winding up of Companies
Introduction
Winding-up
Meaning of Winding-up
Modes of Winding up
Consequence of Winding up
Official Liquidator
Role & Responsibilities of Liquidator
Defunct Company
Insolvency Code
Administration of NCLT
Administration of NCLAT
Special Courts
Review Questions