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SYLLABUS FOR COMPANY SECRETARY DISCIPLINE

COAL INDIA NON-EXECUTIVE TO EXECUTIVE 

SYLLABUS FOR COMPANY SECRETARY DISCIPLINE

1) Memorandum and Article of Association

2) Appointment and Qualification of Directors

a) Provisions relating to appointment of Directors, Number of Directors, Appointment of

Woman Director,

b) Director Identification Number (DIN) and its allotment

c) Provisions relating to First Director, Additional Director, Alternate Director, Nominee

Director and Casual Vacancy of Director

d) Maximum Directorship.

e) Disqualification pertaining to appointment as Director, duties of Directors, vacation of office

of director, resignation of director, removal of director

f) Provision relating to Independent Director

g) Disclosure of Interest by Director

h) Register of contracts or arrangements in which Directors are interested

3) Appointment and Remuneration of Managerial Personnel

a) Provisions relating to appointment of Managing Director, Whole Time Director and Manager

b) Provisions regarding appointment of Key Managerial Personnel (KMPs).

c) Concept of maximum managerial remuneration and managerial remuneration payable in

case of absence or inadequacy of profits.

d) Calculation of profits for the purpose of managerial remuneration.

e) Functions of Company Secretary and requirements for Secretarial Audit

4) Meeting of Board of Directors

a) Number of Board Meeting

b) Notice

c) Agenda

d) Quorum

e) Minutes

f) Circular Resolution

5) Accounts of Companies

a) Preparation and maintenance of books of accounts etc. to be kept by company

b) Period for preservation of books

c) Section 128 (6) the person responsible for the maintenance of books of account etc.

d) Internal audit of companies.

e) Board’s Report

f) Annual Return

6) Declaration and Payment of Dividend

a) Provisions relating to declaration and payment of dividend

b) Conditions which need to be fulfilled before declaring dividend out of accumulated reserves.

c) Manner in which unpaid and unclaimed dividend is to be dealt with.

d) Basic nature and framework of the Investor Education and Protection Fund (IEPF).

e) TDS on Dividend

f) Procedure to claim dividend/Shares from IEPF

7) AGM/ EGM

a) Ordinary business and Special business

b) Notice

c) Quorum

d) Chairman of Meeting

e) Proxies

f) Voting Through Electronic means

g) Types of Resolution file with RoC

h) Postal Ballot

i) Minutes

8) Auditor

a) Appointment of Statutory Auditor

b) Eligibility Qualification and Disqualification

c) Removal and Resignation of Auditor

d) Power and Duties of Auditor

9) Corporate Social Responsibility- Basic Concept

10) Rules notified under Companies Act

a) The Companies (Acceptance of Deposits) Rules, 2014

b) The Companies (Management and Administration) Rules, 2014

c) The Companies (Declaration and Payment of Dividend) Rules, 2014

d) The Companies (Accounts) Rules, 2014

e) The Companies (Appointment and Qualifications of Directors) Rules, 2014

f) The Companies (Meetings of Board and its Powers) Rules, 2014

g) The Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

11) Secretarial Standards

a) SS-1

b) SS-2

c) SS-3

12) Schedules Under Companies Act,2013

a) Schedule I & Schedule VII

13) SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015

a) Regulation 17 - Board of Directors

b) Regulation 18 - Audit Committee

c) Regulation 19 - Nomination and remuneration committee.

d) Regulation 20 - Stakeholders Relationship Committee.

e) Regulation 21 - Risk Management Committee.

f) Regulation 22 - Vigil mechanism.

g) Regulation 23 - Related party transactions

h) Regulation 24A - Secretarial Audit and Secretarial Compliance Report

i) Regulation 26 - Obligations with respect to employees including senior management, [key

managerial personnel], directors and promoters.

j) Regulation 33 - Financial Results

k) Regulation 34- Annual Report

l) Quarterly, Half Yearly and Annual Compliances

14) SEBI (Prohibition of Insider Trading) Regulations, 2015- Basic Concept

15) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011- Basic

Concept