Certified Company Law Professional

When we think of a company, we think of a business. Business is a systematized sequence of dealings. There is no need for a specific law that can tell anyone how to meet up and accomplish dealings. The law of corporations helps to make sure that deals are accomplished and that people are benefited from the business. Vskills Certified Company Law Professional exam evaluates lawyers on their knowledge in the different sections in the company law.

Roles of a Certified Company Law Professional

Following are the Duties of a Company Law Professional –

To take care of legal matters of the firm .
To allot securities private placement, share capital debentures, dividend payment to the members
To organise board meetings
To inspect and inquire about the investing companies
To wind up national company law Tribunal and appellate authority

Why become a Certified Company Law Professional?

Firms that are into law or legal operations are looking for highly skilled Company Law Professionals. Law departments of both public and private sectors also require law professionals. This certification will open doors to increase visibility for better opportunities and will help candidates grab higher paying employment opportunities. Also, Vskills being India’s largest certification provider gives candidates access to top exams as well as provides after exam benefits. This includes:

The certifications will have a Government verification tag.
The Certification is valid for life.
Candidates will get lifelong e-learning access.
Access to free Practice Tests.
Candidates will get tagged as ‘Vskills Certified’ On Monsterindia.com and Shine.com.

Exam Details

Exam Duration: 60 minutes
Vskills Exam Code: VS-1149
Number of questions: 50
Maximum marks: 50
Passing marks: 25 (50%)
Exam Mode: Online
There is NO negative marking in this module.

Course Details

Certify and Increase Opportunity.
Be
Govt. Certified Company Law Professional

Basics

Short title, extent, commencement and application
Definitions

Incidental Thereto

Formation of company
Memorandum
Articles
Act to override memorandum, articles, etc
Incorporation of company
Formation of companies with charitable objects, etc
Effect of registration
Effect of memorandum and articles
Commencement of business, etc
Registered office of company
Alteration of memorandum
Alteration of articles
Alteration of memorandum or articles to be noted in every copy
Rectification of name of company
Copies of memorandum, articles, etc, to be given to members
Conversion of companies already registered
Subsidiary company not to hold shares in its holding company
Service of documents
Authentication of documents, proceedings and contracts
Execution of bills of exchange, etc

Prospectus and Allotment Of Securities

Public offer and private placement
Power of Securities and Exchange Board
Document containing offer of securities for sale to be deemed prospectus
Matters to be stated in prospectus
Variation in terms of contract or objects in prospectus
Offer of sale of shares by certain members of company
Public offer of securities to be in dematerialized form
Advertisement of prospectus
Shelf prospectus
Red herring prospectus
Issue of application forms for securities
Criminal liability for misstatements in prospectus
Civil liability for misstatements in prospectus
Punishment for fraudulently inducing persons to invest money
Action by affected persons
Punishment for impersonation for acquisition, etc, of securities
Allotment of securities by company
Securities to be dealt with in stock exchanges
Global depository receipt

Private Placement

Offer or invitation for subscription of securities on private placement

Share Capital and Debentures

Kinds of share capital
Nature of shares or debentures
Numbering of shares
Certificate of shares
Voting rights
Variation of shareholders’ rights
Calls on shares of same class to be made on uniform basis
Company to accept unpaid share capital, although not called up
Payment of dividend in proportion to amount paid-up
Application of premiums received on issue of shares
Prohibition on issue of shares at discount
Issue of sweat equity shares
Issue and redemption of preference shares
Transfer and transmission of securities
Punishment for impersonation of shareholder
Refusal of registration and appeal against refusal
Rectification of register of members
Publication of authorized, subscribed and paid-up capital
Power of limited company to alter its share capital
Further issue of share capital
Issue of bonus shares

Section

Notice to be given to Registrar for alteration of share capital
Unlimited company to provide for reserve share capital on conversion into limited company
Reduction of share capital
Restrictions on purchase by company or giving of loans by it for purchase of its shares
Power of company to purchase its own securities
Transfer of certain sums to capital redemption reserve account
Prohibition for buy-back in certain circumstances
Debentures
Power to nominate

Acceptance Of Deposits By Companies

Prohibition on acceptance of deposits from public
Repayment of deposits, etc, accepted before commencement of this Act
Damages for fraud
Acceptance of deposits from public by certain companies

Registration Of Charges

Duty to register charges, etc
Application for registration of charge
Section to apply in certain matters
Date of notice of charge
Register of charges to be kept by Registrar
Company to report satisfaction of charge
Power of Registrar to make entries of satisfaction and release in absence of intimation from company
Intimation of appointment of receiver or manager
Company’s register of charges
Punishment for contravention
Rectification by Central Government in register of charges

Management and Administration

Register of members, etc
Declaration in respect of beneficial interest in any share
Investigation of beneficial ownership of shares in certain cases
Power to close register of members or debenture holders or other security holders
Annual return
Return to be filed with Registrar in case promoters’ stake changes
Place of keeping and inspection of registers, returns, etc
Registers, etc, to be evidence
Annual general meeting
Power of Tribunal to call annual general meeting
Power of Tribunal to call meetings of members, etc
Punishment for default in complying with provisions of sections to
Calling of extraordinary general meeting
Notice of meeting
Statement to be annexed to notice
Quorum for meetings
Chairman of meetings
Proxies
Restriction on voting rights
Voting by show of hands
Voting through electronic means
Demand for poll
Postal ballot
Circulation of members’ resolution
Representation of President and Governors in meetings
Representation of corporations at meeting of companies and of creditors
Ordinary and special resolutions
Resolutions requiring special notice
Resolutions passed at adjourned meeting
Resolutions and agreements to be filed
Minutes of proceedings of general meeting, meeting of Board of Directors and other
meeting and resolutions passed by postal ballot
Inspection of minute-books of general meeting
Maintenance and inspection of documents in electronic form
Report on annual general meeting
Applicability of this Chapter to One Person Company

Declaration and Payment Of Dividend

Declaration of dividend
Unpaid Dividend Account
Investor Education and Protection Fund
Right to dividend, rights shares and bonus shares to be held in abeyance pending registration of transfer of shares
Punishment for failure to distribute dividends

Accounts Of Companies

Books of account, etc, to be kept by company
Financial statement
Re-opening of accounts on court’s or Tribunal’s orders
Voluntary revision of financial statements or Board’s report
Constitution of National Financial Reporting Authority
Central Government to prescribe accounting standards
Financial Statement, Board’s report, etc
Corporate Social Responsibility
Right of member to copies of audited financial statement
Copy of financial statement to be filed with Registrar
Internal Audit

Audit and Auditors

Appointment of auditors
Removal, resignation of auditor and giving of special notice
Eligibility, qualifications and disqualifications of auditors
Remuneration of auditors
Powers and duties of auditors and auditing standards
Auditor not to render certain services
Auditors to sign audit reports, etc
Auditors to attend general meeting
Punishment for contravention
Central Government to specify audit of items of cost in respect of certain companies

Appointment and Qualifications Of Directors

Company to have Board of Directors
Manner of selection of independent directors and maintenance of data bank of independent directors
Appointment of director elected by small shareholders
Appointment of directors
Application for allotment of Director Identification Number
Allotment of Director Identification Number
Prohibition to obtain more than one Director Identification Number
Director to intimate Director Identification Number
Company to inform Director Identification Number to Registrar
Obligation to indicate Director Identification Number
Punishment for contravention
Right of persons other than retiring directors to stand for directorship
Appointment of additional director, alternate director and nominee director
Appointment of directors to be voted individually
Option to adopt principle of proportional representation for appointment of directors
Disqualifications for appointment of director
Number of directorships
Duties of directors
Vacation of office of director
Resignation of director
Removal of directors
Register of directors and key managerial personnel and their shareholding
Members’ right to inspect
Punishment

Meetings Of Board and its Powers

Meetings of Board
Quorum for meetings of Board
Passing of resolution by circulation
Defects in appointment of directors not to invalidate actions taken
Audit committee
Nomination and remuneration committee and stakeholders relationship committee
Powers of Board
Restrictions on powers of Board
Company to contribute to bona fide and charitable funds, etc
Prohibitions and restrictions regarding political contributions
Power of Board and other persons to make contributions
Disclosure of interest by director
Loan to directors, etc
Loan and investment by company
Investments of company to be held in its own name
Related party transactions
Register of contracts or arrangements in which directors are interested
Contract of employment with managing or whole-time directors
Payment to director for loss of office, etc, in connection with transfer of undertaking, property or shares
Restriction on non-cash transactions involving directors
Contract by One Person Company
Prohibition on forward dealings in securities of company by director or key managerial personnel
Prohibition on insider trading of securities

Appointment and Remuneration Of Managerial Personnel

Appointment of managing director, whole-time director or manager
Overall maximum managerial remuneration and managerial remuneration in case of absence or inadequacy of profits
Calculation of profits
Recovery of remuneration in certain cases
Central Government or company to fix limit with regard to remuneration
Forms of, and procedure in relation to, certain applications
Compensation for loss of office of managing or whole-time director or manager
Appointment of key managerial personnel
Secretarial audit for bigger companies
Functions of company secretary

Inspection, Inquiry and Investigation

Power to call for information, inspect books and conduct inquiries
Conduct of inspection and inquiry
Report on inspection made
Search and seizure
Investigation into affairs of company
Establishment of Serious Fraud Investigation Office
Investigation into affairs of company by Serious Fraud Investigation Office
Investigation into company’s affairs in other cases
Security for payment of costs and expenses of investigation
Firm, body corporate or association not to be appointed as inspector
Investigation of ownership of company
Procedure, powers, etc, of inspectors
Protection of employees during investigation
Power of inspector to conduct investigation into affairs of related companies, etc
Seizure of documents by inspector
Freezing of assets of company on inquiry and investigation
Imposition of restrictions upon securities
Inspector’s report
Actions to be taken in pursuance of inspector’s report
Expenses of investigation
Voluntary winding up of company, etc, not to stop investigation proceedings
Legal advisers and bankers not to disclose certain information
Investigation, etc, of foreign companies
Penalty for furnishing false statement, mutilation, destruction of documents

Compromises, Arrangements and Amalgamations

Power to compromise or make arrangements with creditors and members
Power of Tribunal to enforce compromise or arrangement
Merger and amalgamation of companies
Merger or amalgamation of certain companies
Merger or amalgamation of company with foreign company
Power to acquire shares of shareholders dissenting from scheme or contract approved by majority
Purchase of minority shareholding
Power of Central Government to provide for amalgamation of companies in public interest
Registration of offer of schemes involving transfer of shares
Preservation of books and papers of amalgamated companies
Liability of officers in respect of offences committed prior to merger, amalgamation, etc

Prevention Of Oppression and Mismanagement

Application to Tribunal for relief in cases of oppression, etc
Powers of Tribunal
Consequence of termination or modification of certain agreements
Right to apply under section
Class action
Application of certain provisions to proceedings under section or section

Registered Valuers

Valuation by registered valuers

Removal Of Names Of Companies From The Register Of Companies

Power of Registrar to remove name of company from register of Companies
Restrictions on making application under section in certain situations
Effect of company notified as dissolved
Fraudulent application for removal of name
Appeal to Tribunal
Revival and Rehabilitation Of Sick Companies
Determination Of Sickness
Application for revival and rehabilitation
Exclusion of certain time in computing period of limitation
Appointment of interim administrator
Committee of creditors
Order of Tribunal
Appointment of administrator
Powers and duties of company administrator
Scheme of revival and rehabilitation
Sanction of scheme
Scheme to be binding
Implementation of scheme
Winding up of company on report of company administrator
Power of Tribunal to assess damages against delinquent directors, etc
Punishment for certain offences
Bar of jurisdiction
Rehabilitation and Insolvency Fund

Winding Up

Modes of winding up
Circumstances in which company may be wound up by Tribunal
Petition for winding up
Powers of Tribunal
Directions for filing statement of affairs
Company Liquidators and their appointments
Removal and replacement of liquidator
Intimation to Company Liquidator, provisional liquidator and Registrar
Effect of winding up order
Stay of suits, etc, on winding up order
Jurisdiction of Tribunal
Submission of report by Company Liquidator
Directions of Tribunal on report of Company Liquidator
Custody of company’s properties
Promoters, directors, etc, to co-operate with Company Liquidator
Settlement of list of contributories and application of assets
Obligations of directors and managers
Advisory Committee
Submission of periodical reports to Tribunal
Power of Tribunal on application for stay of winding up
Powers and duties of Company Liquidator
Provision for professional assistance to Company Liquidator
Exercise and control of Company Liquidator’s powers
Books to be kept by Company Liquidator
Audit of Company Liquidator’s accounts
Payment of debts by contributory and extent of set-off
Power of Tribunal to make calls
Adjustment of rights of contributories
Power to order costs
Power to summon persons suspected of having property of company, etc
Power to order examination of promoters, directors, etc
Arrest of person trying to leave India or abscond
Dissolution of company by Tribunal
Appeals from orders made before commencement of Act

Voluntary Winding Up

Circumstances in which company may be wound up voluntarily
Declaration of solvency in case of proposal to wind up voluntarily
Meeting of creditors
Publication of resolution to wind up voluntarily
Commencement of voluntary winding up
Effect of voluntary winding up
Appointment of Company Liquidator
Power to remove and fill vacancy of Company Liquidator
Notice of appointment of Company Liquidator to be given to Registrar
Cesser of Board’s powers on appointment of Company Liquidator
Powers and duties of Company Liquidator in voluntary winding up
Appointment of committees
Company Liquidator to submit report on progress of winding up
Report of Company Liquidator to Tribunal for examination of persons
Final meeting and dissolution of company
Power of Company Liquidator to accept shares, etc, as consideration for sale of property of company
Distribution of property of company
Arrangement when binding on company and creditors
Power to apply to Tribunal to have questions determined, etc
Costs of voluntary winding up

Provisions Applicable To Every Mode Of Winding Up

Debts of all descriptions to be admitted to proof
Application of insolvency rules in winding up of insolvent companies
Overriding preferential payments
Preferential payments
Fraudulent preference
Transfers not in good faith to be void
Certain transfers to be void
Liabilities and rights of certain persons fraudulently preferred
Effect of floating charge
Disclaimer of onerous property
Transfers, etc, after commencement of winding up to be void
Certain attachments, executions, etc, in winding up by Tribunal to be void
Offences by officers of companies in liquidation
Penalty for frauds by officers
Liability where proper accounts not kept
Liability for fraudulent conduct of business
Power of Tribunal to assess damages against delinquent directors, etc
Liability under sections and to extend to partners or directors in firms or companies
Prosecution of delinquent officers and members of company
Company Liquidator to exercise certain powers subject to sanction
Statement that company is in liquidation
Books and papers of company to be evidence
Inspection of books and papers by creditors and contributories
Disposal of books and papers of company
Information as to pending liquidations
Official Liquidator to make payments into public account of India
Company Liquidator to deposit monies into scheduled bank
Liquidator not to deposit monies into private banking account
Company Liquidation Dividend and Undistributed Assets Account
Liquidator to make returns, etc
Meetings to ascertain wishes of creditors or contributories
Court, Tribunal or person, etc, before whom affidavit may be sworn
Powers of Tribunal to declare dissolution of company void
Commencement of winding up by Tribunal
Exclusion of certain time in computing period of limitation

Official Liquidators

Appointment of Official Liquidator
Powers and functions of Official Liquidator
Summary procedure for liquidation
Sale of assets and recovery of debts due to company
Settlement of claims of creditors by Official Liquidator
Appeal by creditor
Order of dissolution of company
Companies Authorized To Register Under This Act
Companies capable of being registered
Certificate of registration of existing companies
Vesting of property on registration
Saving of existing liabilities
Continuation of pending legal proceedings
Effect of registration under this Part
Power of Court to stay or restrain proceedings
Suits stayed on winding up order
Obligation of Companies registering under this Part

Winding Up Of Unregistered Companies

Winding up of unregistered companies
Power to wind up foreign companies although dissolved
Provisions of Chapter cumulative
Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc, in certain cases

Companies Incorporated Outside India

Application of Act to foreign companies
Documents, etc, to be delivered to Registrar by foreign companies
Accounts of foreign company
Display of name, etc, of foreign company
Service on foreign company
Debentures, annual return, registration of charges, books of account and their inspection
Fee for registration of documents
Interpretation
Dating of prospectus and particulars to be contained therein
Provisions as to expert’s consent and allotment
Registration of prospectus
Offer of Indian Depository Receipts
Application of sections to and Chapter XX
Punishment for contravention
Company’s failure to comply with provisions of this Chapter not to affect validity of
contracts, etc

Government Companies

Annual reports on Government companies
Annual reports where one or more State Governments are members of companies

Registration Offices and Fees

Registration offices
Admissibility of certain documents as evidence
Provisions relating to filing of applications, documents, inspection, etc, in electronic form
Inspection, production and evidence of documents kept by Registrar
Electronic form to be exclusive, alternative or in addition to physical form
Provision of value added services through electronic form
Application of provisions of Information Technology Act,
Fee for filing, etc
Fees, etc, to be credited into public account

Companies To Furnish Information Or Statistics

Power of Central Government to direct companies to furnish information or statistics
Power to modify Act in its application to Nidhis

National Company Law Tribunal and Appellate Tribunal

Definitions
Constitution of National Company Law Tribunal
Qualification of President and Members of Tribunal
Constitution of Appellate Tribunal
Qualifications of Chairperson and members of Appellate Tribunal
Selection of Members of Tribunal and Appellate Tribunal
Term of office of President, Chairperson and other Members
Salary, allowances and other terms and conditions of service of Members
Acting President and Chairperson of Tribunal or Appellate Tribunal
Resignation of Members
Removal of Members
Staff of Tribunal and Appellate Tribunal
Benches of Tribunal
Orders of Tribunal
Appeal from Orders of Tribunal
Expeditious disposal by Tribunal and Appellate Tribunal
Appeal to Supreme Court
Procedure before Tribunal and Appellate Tribunal
Power to punish for contempt
Delegation of powers
President, Members, officers, etc, to be public servants
Protection of action taken in good faith
Power to seek assistance of Chief Metropolitan Magistrate, etc
Civil court not to have jurisdiction
Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
Right to legal representation
Limitation
Transfer of certain pending proceedings

Special Courts

Establishment of Special Courts
Offences triable by Special Courts
Appeal and revision
Application of Code to proceedings before Special Court
Offences to be non-cognizable
Transitional provisions
Compounding of certain offences
Mediation and conciliation penal
Power of Central Government to appoint company prosecutors
Appeal against acquittal
Compensation for accusation without reasonable cause
Application of fines

Miscellaneous

Punishment for fraud
Punishment for false statements
Punishment for false evidence
Punishment where no specific penalty or punishment is provided
Punishment in case of repeated default
Punishment for wrongful withholding of property
Punishment for improper use of “Limited” or “Private Limited”
Adjudication of penalties
Dormant company
Protection of action taken in good faith
Non-disclosure of information in certain cases
Delegation by Central Government of its powers and functions
Powers of Central Government or Tribunal to accord approval, etc, subject to conditions and to prescribe fees on applications
Condonation of delay in certain cases
Annual report by Central Government
Power to exempt class or classes of companies from provisions of this Act
Power of court to grant relief in certain cases
Prohibition of association or partnership of persons exceeding certain number
Repeal of certain enactments and savings
Dissolution of Company Law Board and consequential provisions
Power of Central Government to amend Schedules
Powers of Central Government to make rules relating to winding up
Power of Central Government to make rules
Power to remove difficulties

Preparation Guide for Certified Company Law Professional Exam

Undertaking an ideal preparation strategy prior to giving the examination is the most significant step towards success. The following preparation guide consists of the necessary steps that should be followed by a candidate to prepare for the exam. This will help reduce confusion and will guide you to take the essential steps for this exam.

Step 1 – Review Exam Objectives

The most essential part of the preparation is to familiarize yourself with the chief objectives of the Certified Company Law Professional exam. Going through the different sections of the course outline will help you align yourself with the different requirements and prerequisites of the exam. Moreover, you’ll get to know your stand in the competition before you start with the preparation. This, in turn, will help you plan the right strategy to pass the test and attain your desired certification, and hence gain high-paying career options.

Incidental Thereto
Prospectus and Allotment Of Securities
Private Placement
Share Capital and Debentures
Acceptance Of Deposits By Companies
Registration Of Charges
Management and Administration
Declaration and Payment Of Dividend
Accounts Of Companies
Audit and Auditors
Appointment and Qualifications Of Directors
Meetings Of Board and its Powers
Appointment and Remuneration Of Managerial Personnel
Inspection, Inquiry, and Investigation
Compromises, Arrangements, and Amalgamations
Prevention Of Oppression and Mismanagement
Registered Valuers
Removal Of Names Of Companies From The Register Of Companies
Revival and Rehabilitation Of Sick Companies
Winding Up, and Voluntary Winding Up
Provisions Applicable To Every Mode Of Winding Up
Official Liquidators
Companies Authorized To Register Under This Act
Winding Up Of Unregistered Companies
Companies Incorporated Outside India
Government Companies
Registration Offices and Fees
Companies To Furnish Information Or Statistics
National Company Law Tribunal and Appellate Tribunal
Special Courts

Refer: Certified Company Law Professional Brochure

Step 2 – Learn with Books

Books have always been the largest source of knowledge in every field. The traditional method of gaining knowledge through books have always been proved as the most significant source. The concepts are well explained and are in a detailed manner in the books. Below are the top 3 books for Certified Company Law Professional –

Handbook of company law procedures 2020 edition – The book is a basic guide with current amendments, preferred by most candidates of the Company Law Professional Exam. This book has a deep insight into company law and allies matters

Company law procedures and compliance by Sanjeev Gupta – It has rich information on comparable offenses. List of non-compoundable offenses. List of e-forms under the companies act and much more.

Textbook of company Law by S.Chand and PPS Gogna – The book is very comprehensible for beginners in the law company. It has all concepts required for certification on exams

Step 3 – E-learning and Study material

Choosing the right set of resources is undoubtedly the most important step towards successful preparation. To support your learning with the best quality study resource and materials, Vskills offers E-Learning Study Material for the Certified Company Law Professional exam. E-learning is one of the finest sources to gain knowledge in today’s time. It strengthens the quality of learning and teaching. E-learning today is adapted and preferred by most people. The study material available online helps the individual to understand the fundamentals of the subject and provides deeper knowledge regarding the niche.

One very special aspect of Vskills learning material is its timely updates and lifetime access. In addition to supporting your e-learning, Vskills also provides study materials in hard copy for the candidates preferring offline study methods.

Refer: Certified Company Law Professional Sample Chapter

Step 4 – Check your Progress with Practice Tests

Practice tests help to identify the areas of improvement and the ones where you need to give special attention to. Apart from increasing our confidence, practice tests are important for examining the amount of knowledge in the different areas of the course. So start your journey to become a Certified Company Law Professional. Start Practicing Now!