SVKM’s Narsee Monjee Institute of Management Studies

Name of School – Kirit P. Mehta School of Law

Program: B.A., LL.B. (Hons.) 8101 & B.B.A., LL.B. (Hons.) 8102 Semester : VI

Module: Company Law II Module Code:

Teaching Scheme Evaluation Scheme

Lecture Practical Tutorial Term End
Internal Continuous
(Hours (Hours (Hours Examinations (TEE)
Credit Assessment (ICA)
per per per week) (Marks- 50 in Question
(Marks - 50)
week) week) Paper)
4 0 0 4 Marks Scaled to 50 Marks Scaled to 50

Pre-requisite:
 Company Law (Basic), Contract Act
Course Objective:
1. Understanding Rules & Regulations, Emerging Issues in the corporate sector and various
other compliance mechanisms related to company laws.
2. Understanding the role of regulator in effective governance of corporate sector in India
Course Outcomes:
1. To develop understanding and acquire application oriented knowledge for Rules,
Notifications and Circulars issued by Regulators from time to time to take care of
contemporary and relevant issues (PLO2a)
2. To undertake empirical research by using different statistical data available through stock
exchanges, Banks, NBFC’s, financial institutions and the regulator to determine the
financial stability and suggest effective solutions & recommendations (PLO2b)
3. To enable the students to apply relevant provisions and judicial decisions in understanding
the interpretation and practical application of laws (PLO1a)
4. To Identify the concerns and consequences of unethical practices by key players in
implementing effective governance in the corporate sector in India (PLO4b)
Detailed Syllabus: (per session plan)

Unit Description: Duration

1. Role of Director in a Company and Types of Directors 3 Hrs

1. The students will understand the role of board of directors in a Company
and its requisites.
Understanding different types of Directors- Ordinary Directors, Executive
Directors, Non-Executive Directors, alternative Director, Additional
Director, Nominee Director
Section – Section 2, Section 203, Section 149
Basic Reading: Chapter XIV of G.K Kapoor, Taxmann Publication, 2019
Edition
2. Appointment, Remuneration and Removal of Directors 3 Hrs
4. Understanding Appointment of First Directors, Appointment of Directors in
General Meeting, Appointment by Board of Directors, Filing up by Casual
Vacancy. Rules for Managerial Remuneration and removal of directors.
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

Section- 152, 161, 176, 195, 196, 197, 168

Basic Reading: Chapter XIV of G.K Kapoor, Taxmann Publication, 2019
Edition
3. Qualifications and Disqualifications of Directors 3 Hrs
5. Section 164 of the Companies Act 2013
Case Law- Mukut Pathak & Ors. vs. Union of India and Anr. (2019),
Sandeep Agarwal & Anr. Vs. Union of India & Anr. (Delhi High Court-
2020)
Basic Reading: Chapter XIV of G.K Kapoor, Taxmann Publication, 2019
Edition
4. General Concept of Company Meetings 3 Hrs
6. Understanding the different type of company meeting
Basic Reading: Chapter XVI of G.K Kapoor, Taxmann Publication, 2019
Edition

5. Shareholders Meeting – AGM & EGM 3 Hrs

7. Understanding the Timelines for Annual General Meeting and Extra-
ordinary General Meeting. Rules for sending Notice.
Section 96, Section 97, Section 98, Section 100, Section 101,
Case Law- LIC v Escorts
Basic Reading: Chapter XVII of G.K Kapoor, Taxmann Publication, 2019
Edition
6. Board of Directors Meeting 3 Hrs
8. Understanding the Timelines Board of Director Meeting and Rules for
sending Notice.
Section 173, 174
Case Study- Rupak Gupta v. U.P Hotels (2016)
Basic Reading: Chapter XVIII of G.K Kapoor, Taxmann Publication, 2019
Edition
7. Requisites of Quorum, Voting and Passing of Resolution 3 Hrs
9. Understanding rules and strength for Quorum of various Meetings,
Different types of Voting, Video Conferencing and E-Voting, Ordinary
Resolution and Special Resolution
Meeting of Board and Power Rules 2014, Section 47, Section 103, Section
112, Section 113,
Basic Reading: Chapter XVI, XVII & XVIII of G.K Kapoor, Taxmann
Publication, 2019 Edition
8. Proxy and its Rules 3 Hrs
1 Understanding the Rules for Proxy and its powers.
Basic Reading - Section 105
Reference Reading - http://ebook.mca.gov.in/Actpagedisplay.aspx?
PAGENAME=17488
9. Introduction to Corporate Governance 3 Hrs
1 Concept of Corporate Governance and Global Genesis, Various Phases and
Committees- Cadbury Committee, CII Task Force, Kumar Mangalam Birla
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

Committee, Narayan Murthy committee, Naresh Chandra Committee,

Kotak Committee
Enron Scandal, Satyam Scam.
Basic Reading:Chapter XXVII of G.K Kapoor, Taxmann Publication,
2019Edition
10. Role of Independent Director 3 Hrs
1 Role of Independent Directors in Governance
Are they Really Independent?? Appointment, Removal and Remuneration
Section 149 of the Companies Act, MCA on Proficiency Test and latest
amendments
Section 149, SEBI Norm on Independent Director
Case Study: Tata v Mistry, IL&FS , PNB
Reference Reading:
https://www.bloombergquint.com/law-and-policy/sebi-proposes-new-
norms-for-independent-director-appointment-removal-remuneration
11. Role of Auditors 3 Hrs
1 Understanding the role of Internal Auditor and Statutory Auditor
Basic Reading: National Financial Reporting Authority Rules, 2018 (NFRA
Rules)., Companies (Auditor Report) Order, 2020
12. Role of Whistle-Blower 3 Hrs
1 Vigil Mechanism
Section 177, Companies Act, 2013; Rule 7, Companies and (Meetings of
Board and its Powers) Rules, 2014.
Regulation 9A (6), Securities and Exchange Board of India (Prohibition Of
Insider Trading) Regulations, 2015
Reference Reading: Whistle Blower Protection Reforms: Australia
Sarbanes Oxley Whistle Blower Protection-
https://www.zuckermanlaw.com/legal-services/sarbanes-oxley-
whistleblower/
13. Corporate Governance vis-à-vis CSR 3 Hrs
1 Section 135
Reference Reading:
https://www.mondaq.com/india/corporate-governance/366528/corporate-
social-responsibility--indian-companies-act-2013
https://www.mca.gov.in/SearchableActs/Section135.htm
http://vinodkothari.com/2020/03/proposed-changes-in-csr-rules/
14. Related Party Transactions 3 Hrs
1 Section 188 , 2(77), 2(76) of Companies Act 2013
Rule 3 & 4 of Specification of Definition Details Rules 2014, SEBI LODR R-23
Case Study – ICICI Bank , Indigo Airlines
Basic Reading: Chapter XII of G.K Kapoor, Taxmann Publication, 2019
Edition
15. Prevention of Oppression and Mismanagement 3 Hrs
1 Section 241-244 of the Companies Act 2013
Case Study- Foss v Harbottle, Tata v Cyrus Mistry
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

Basic Reading: Chapter XXII of G.K Kapoor, Taxmann Publication, 2019

Edition
16. Class Action Suits 3 Hrs
1 Section 245 of the Companies Act 2013
Basic Reading: Chapter XIII of G.K Kapoor, Taxmann Publication, 2019 Edition
17. Serious Fraud Investigation Officer (SFIO) 3 Hrs
1 Section 210-228 of the Companies Act 2013
Basic Reading: Chapter XVI of G.K Kapoor, Taxmann Publication, 2019
Edition
PNB case, ICICI, IL&FS, DHFL
18. Basics of Compromise and Arrangement 3 Hrs
1 Section 230 of the Companies Act 2013
Basic Reading: Chapter XXIII of G.K Kapoor, Taxmann Publication, 2019
Edition
19. Winding up of Companies 3 Hrs
Section 248, Section 271 of the Companies Act 2013
Basic Reading: G.K Kapoor, Taxmann Publication, 2019 Edition
20. Workshop & Discussion on Recent Trends 3 Hrs

Total 60 Hrs

Text Books:
1. Company Law by G.K Kapoor Taxmann Publications, 2019 Edition.
Reference Books:
1. A. Ramaiya Guide to the Companies Act, 2013, Lexis Nexis, 18th Edition.

Any other information :

Total Marks of Internal Continuous Assessment (ICA) : 50 Marks
Distribution of ICA Marks:

Description of ICA Marks

Research Paper 20 Marks
Seminar 10 Marks
Viva 10 Marks
Class Participation 10 Marks
Total Marks : 50 Marks
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

Richa Kashyap ____________

_______________
Signature Signature
(Prepared by Faculty) (Approved by Dean)