ICFAI Law School, Hyderabad

Course Hand Out

Academic Year – 2019-20

(Class of 2021 )
Course Name: Corporate Governance and Business Ethics

Course Code: MG332

Semester: VIII

Faculty Name: Raja Rajeswari Ayyagari

Mobile No: 9848649411

Email: raja_rajeswari04@yahoo.co.in

Objectives of the Course: To discuss the framework of business values, ethics and attitudes for
exercising professional judgement and acting in an ethical manner, that is in the best interests of
society and the business. To explain importance of good corporate governance, the interaction of
corporate governance with business ethics and company law and the evolution of good practice

Learning Outcomes: the subject enables us to understand that for running a successful
company, mere compliance with laws and regulations is not enough. A company needs good
compliance record as well as good corporate governance.

Recommended Text Books and Reference Books

TEXT BOOK/ Artilces AUTHOR / PUBLICATION

Business Laws, Ethics and Board of Studies, The Institute of Chartered

Communication Accountants of India.

Corporate Governance in India- Subhash Chandra Das, PHI Learning Pvt Ltd, Third Edition
an Evaluation

Role of Auditors in Corporate Navajyoti Samatha, tirthankar Das

Governance, 2009
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1487050

A Review on Role of Auditor in CA Yogesh Patel

Corporate Governance - The
Auditor’s Perspective IJMBS Vol. 4, Issue 4, Oct - Dec 2014.

ROLE OF SEBI IN Keerthevasan, R Arya,

CORPORATE GOVERNANCE
International Journal of Pure and Applied Mathematics,
pplied Mathematics Volume 120 No. 5 2018, 217-229.
Course Outline:

Sl. No. of Topic Key Concepts Text Book Chapte Learning Outcome
No Sessio Material to r
ns use Readin
g
/Videos

1 3 Introduction- An Introduction, (Business Chapter The student will

Business Ethics Traditional Theories in Laws, 7- pgs. understand the
Ethics , Personal Ethics & Ethics and 7.1- meaning of
Communi
Business Ethics, Morality 7.12. Ethics, its
cation)
& Standards, importance in
Management & Ethics, Principl business world
Normative Theories, es of through different
Ethical Theories in business theories
relation to Business Ethics pertaining to it

2. 3 Ethical Ethical Decision making (Business Chapter The student

Decision process , Ethical Laws, 9- pgs. would understand
Making- Dilemmas, Sources & Ethics and 9.1- the different
Resolutions, Shareholder
Communic 9.10. dilemmas faced in
Affect, Sources of
Ethical Problems, ation) business decision
Workpla making and how
Ethical Work
ce to apply various
Environment, Company
Establish Ethical Ethics sources and
Standards, Resolve resolutions to
Ethical problems & arrive at a proper
Dilemmas
solution.
3. 8 Ethics in Corporate Ethical (Business Chapter A student will
Business Leadership ,Corporate Laws, 10, delve further into
Practice and Social Responsibility  Ethics and pgs10.1- each component
Conduct Cross holder conflicts and Communic 10.8, of corporate
competition, Corporate ation) structure and
Values & Ethical Chapter stakeholders to
Decision making, 11- pgs. identify how at
Personal Values & 11.1- each stage
Ethical decision making 11.10, business ethics
process, making good Chapter plays a vital
decisions. Multi-National 12- role.This unit
Companies, current ethic pgs12.1- teaches us that
clout, International 12.11. mere compliance
business, issues, benefits, of laws and
and disadvantages of regulation
MNCs in host countries,
Corporate Governance is
 prerequisite for MNCs

Ethics in  HRM, Ethics in

Marketing , Ethical
implications of
Technology,  Ethics in
Finance and Accounting,
Environmental Ethics,
Consumer Ethics.

4 10 Corporate Theory & practice of Corporate Chapter Student will know

Governance Corporate Governance - Governanc 1-4 what corporate
Theoretical basis of e in India- governance is and
how the concept
Corporate Governance, an
has evolved
Mechanisms, Systems, Evaluation around the world
Indian Model, Good and in India and
Corporate Governance, what were the
Obligations to causes that lead to
shareholders, etc.. the emergence as
Combined Code on well as evolution
of this Novel
Corporate Governance,
Concept.
Indian Committees and
Guidelines, SEBI
Initiatives, Various
Committees like Kumar
Mangalam Birla,
Narayana Murthy, SOX
Act 2002,

5 8 Corporate Board of Directors - Corporate Chapter- A student will

Governance Power of Boards, Governanc 6 learn the Role and
and Board of Role in Ensuring e in India- Powers of Board
Directors of directors and
Corporate an
how their
Governance, Evaluation decisions through
Governance Issues, corporate
Role of Directors, governance can
Independent avoid the
Directors, company from
Remuneration, Family facing social,
economic and
Owned Business &
legal wrath.
Corporate
Governance,
Companies Act 2013
various sections
related to directors

6 4 Corporate Role, Duties & Navajyoti https://p Students will

 Governance Responsibilities of Samatha, apers.ssr realize that
and Auditors Auditors- Types of tirthankar n.com/s Auditors also play
Auditors, Indian Das, Role ol3/pape an important role
Situation, Naresh in ensuring better
of Auditors rs.cfm?
Chandra Committee governance in a
report, Bills & Acts, in abstract company and
Corporate Governance Corporate _id=148 what are the ways
and Internal Auditors, Governanc 7050 in which the
Companies Act 2013 e, 2009 Auditors are
various sections related 2. required to
to Auditors CA Yogesh https://p function as per
Patel, A dfs.sema the laws.
Review on nticscho
Role of lar.org/6
Auditor in 479/7c8
Corporate 7b2b3ae
Governanc ee69b85
e - The 77c0e9c
Auditor’s b11effaa
Perspective 58c3.pdf
, IJMBS
Vol. 4,
Issue 4, Oct
- Dec 2014.

7 8 Corporate Role of Government in Keerthevasa https://a

Governance Ensuring Corporate n, R Arya, cadpubl.
and SEBI & Governance Different ROLE OF eu/hub/2
Role of roles of government, SEBI IN 018-
Government Public & corporate CORPORA 120-
governance - TE 5/1/20.p
Comparison, political GOVERNA df
governance and
NCE,
restraints, Emergence,
Internationa
issues in India, Efforts to
l Journal of
Initiate corporate
Governance in Pure and
companies, Birla Applied
Committee report Mathematic
implementation, s, pplied
pioneers, need for Mathematic
accounting standards, s Volume
Ratings & India 120 No. 5
Performance 2018, 217-
SEBI: The Indian capital 229.
Market Regulator, Role
in promoting corporate
governance,
shortcomings, Indian
capital markets, record
 of performance,
suggestions
8 4 Corporate Handmaid of Corporate Corporate Chapter- The student will
Governance Governance: Corporate Governanc 7 get to know about
and CSR Social responsibility, e in India- the importance of
CSR responsibility, CSR https://w investments, the
an
models, Justification, ww.yout investment
Evaluation climate in India,
Advantages, Scope, ube.com
issues, laws and
Indian perspective, /watch?
policies for both
Future of CSR v=YjCs regulation and
Gg4N3P promotion of
Y investments.
9 10 Tutorials

10 2 Guest lectures

Tot 60
al

Case Studies:

1. G. Sundarrajan vs. Union of India (UOI) and Ors. (06.05.2013 - SC) :

MANU/SC/0466/2013

2. Hari Sankaran vs. Union of India (UOI) and Ors. (04.06.2019 - SC) :
MANU/SC/0802/2019

3. Vodafone International Holdings B.V. vs. Union of India (UOI) and Ors. (20.01.2012 -
SC) : MANU/SC/0051/2012

4. MCX Stock Exchange Limited vs. Securities and Exchange Board of India and Ors.
(14.03.2012 - BOMHC) : MANU/MH/0289/2012. se

Expectations from Students:

a. Students must report to the respective sessions well before the announced time. Late
comers will not be permitted to join the class after five minutes of the scheduled time.
b. Read the relevant chapter(s) and Case Study / material and come well prepared to the
class for discussions as indicated in the course plan by the faculty.
c. In the class discussions student is expected to participate actively and contribute to
individual and group learning. Evaluation is based on active meaningful participation.
 d. The participation has to be relevant and meaningful. “Speaking for speaking’s sake” will
be counter- productive. Participation by just repeating a point made or picking on what
someone has said will also be counter-productive.
e. Evaluation is a continuous process at ICFAI Law School, Hyderabad. Every student
needs to be aware of the timelines given in the section below. Absence from these
evaluations will mean non awarding of marks in that particular component.
f. Wherever applicable, group assignments require each student to contribute to the group
effort. This enhances group effectiveness and leads to greater appreciation of working in
groups.
g. The Students should come in uniform, otherwise they will be marked absent. Do not
roam in the academic area/ attend classes in chappals / shorts / informal t-shirts.
h. Students are expected to show high regard and appreciation for class discipline and desist
from using mobile phones/electronic gadgets/mechanical devices. This disturbs the class
ambience and unnecessarily diverts attention of other students as well as the faculty
member. To avoid these, mobile phones should be switched off inside the classroom.
i. Utilize the scheduled consultation hour to meet the faculty time and clarify doubts if any,
seek explanations and get mentored if needed.
j. Attendance is compulsory in all sessions. Minimum required 75 percentage
of attendance has to be followed by each student. Failure in fulfilling
minimum attendance requirement will result in stoppage from
writing/attempting mid- term or end-term exams.

 Five (5) Marks for attendance will be given as below-

Attendance Marks alloted

percentage
96-100 5
91-95 4
86-90 3
81-85 2
75-80 1
Less than 75% 0

k. Students have to submit their assignments on the due date informed by the
faculty. For this no extension of time will be given.

Honour Code:
Unfair practices in tests and plagiarism in assignments / project work will straight
away entail a ZERO to all involved parties.

Class Organization
Class Representative
Two among you will be selected by consensus as Class Representative for each
course. She/he will be responsible for class room arrangements, dealing with
academic office, for communicating information from faculty to the class and
otherwise, also to collect all assignments / project works and deliver them to
faculty. He will be the bridge between the faculty and the students of the class and
responsible for the discipline in the class. If found unable to function, he/she will be
replaced by the faculty of the course.

Class Discipline
 Students must occupy their seats before faculty comes in and remain seated
until the end of the class.
 Students must have their name plates on the desk.
 Use of mobile phones is strictly prohibited in the class. If found using or
holding the cell phones the faculty may send them out of the class.
 Students are free to ask questions/doubts/clarifications in the class on topics
under discussion. For other doubts, they should meet faculty during consulting
hours.
 No Student is allowed to enter or exit the class rooms during the proceedings of
sessions, if so, the student shall be treated as absent on such date. If repeated
more than twice he/she shall be subjected to absent for 5 days in the concerned
subject.

Evaluation Timelines
Keeping in line with continuous evaluation at ICFAI Law School, Hyderabad the
following schedules have been drawn. Students are expected to go through the dates /
sessions mentioned and prepare accordingly.

Component Componen Expected slot / due Marks Weig Syllabus

Number t date declaration htage
by
NCP I Internal 03/02/2020
Assessment
NCP II Mid Term 09/03/2020
NCP III Internal 09/04/2020
Assessment
NCP IV Class 04/05/2020
Participatio
n
NCP V Attendance 04/05/2020
End Term End Term 04/05/2020

The final grade will be declared after the end-semester examinations following the above
given weightage formula. Before the student takes the end semester examination, he/she
should be aware of the progress in the course up to an extent of 50 marks. There will not
be any make-up tests for evaluation tests.
Brief profile of the Faculty Member

Raja Rajeswari Ayyagari is Associate Professor at ICFAI Law school, Hyderabad. She has
three years of Industry experience. She completed her BALLB (Hons) from IP University,
Delhi and pursued her Masters in Law from NALSAR, Hyderabad in International Trade
and Business Laws. She has publications in reputed journals and has presented various
papers in national and international Seminars/Conferences.