Faculty of Law

Marwadi
B.A. LL.B. (Hons) / B.Com. LL.B. (Hons)
University Semester VIII
Subject Teaching Scheme
Law of Corporate Governance Credit
Name Theory Practical Tutorial
Subject
4 3 0 2
Code

Course Objectives
The course is designed to achieve the following objectives

a. To provide the basic idea about the corporate governance and its implication upon the
various stakeholders of the society and the legal system.
b. To familiarize them with the legislative framework of corporate governance in India.
c. To enable a student to get a detailed picture about the role of Board of Directors in
corporate governance.
d. To impart detailed picture about the role of Auditors in corporate governance.
e. To familiarize with the role of SEBI in corporate governance.

Prerequisites

None

Course Outcomes
On completion of this course, the learners will be able:

a. To understand the concept of corporate governance and will also be able to appreciate the
principles, theories and models of corporate governance.
b. To explain the legislative framework of corporate governance in India.
c. To describe about the role of Board of Directors in corporate governance.
d. To analyse the role of Auditors in corporate governance.
e. To interpret the role of SEBI in corporate governance.
 Detailed Syllabus: (per session plan)

Unit/Session(in Description Case Laws/Reading

hours) Material
Module 1 • Meaning of Corporate Governance • https://ijcrt.org/papers/
Introduction to • Corporate Governance: Shareholder vs. IJCRT1893330.pdf
Corporate Stakeholder perspective. • https://essays.pw/essay
Governance • Historical Antecedents of Corporate /corporate-governance-
(12 hours) Governance in-india-past-present-
• OECD Principles of Corporate Governance and-future-finance-
• Corporate Governance Committees- Cadbury, essay-146564
Green bury, Hample, Kumar Mangalam Birla, • https://www.sebi.gov.i
Narayan Murthy, N.C. Chandra n/sebi_data/commondo
• Concept of shareholder democracy cs/corpgov1_p.pdf

Module 2 • Legislative Provisions of Corporate • https://www.scribd

Legislative Governance in Companies Act, 2013 .com/document/40
Framework of • Securities (Contracts and Regulations) Act, 8406433/Pradeep-
Corporate 1956 (SCRA), Kumar-
Governance • Depositories Act, 1996 Gupta2202009161
(12 hours) • Securities and Exchange Board of India Act, 2606-1
1992
• Listing Agreement, Banking Regulation Act,
1949
• Other Corporate Laws
Module 3 • Directors- Introduction, Types of Directors and • http://www.jesd-
Board of Directors their duties and responsibilities. online.com/dokumenti/
(12 hours) • Independent Directors and Women Directors upload/separated/Vol
• Board Committees - Constitution and Scope of %204%20No%201_Pa
Board Committees, Need, Functions and per8.pdf
Advantages of Committee Management, Types
of Committees- Audit Committee,
Remuneration Committee, Shareholders’
Grievance Committee, other committees.
• Board Committees’ Charter
 Module 4 • Appointment and Removal of Auditors, • https://eprints.whiteros
Auditors and Other • Position of auditors, role and responsibilities of e.ac.uk/142492/1/India
Disclosures statutory auditors as set under the Companies’ n%20corp%20gov%20
(12 hours) Act 2013. evolution%20PDF_Pro
• Role of National Financial Reporting Authority of.PDF
(NFRA)
• Audit committee- composition and role,
Related Party Transactions (“RPT”),
Subsidiary Company disclosure, compulsory
auditor rotation,
• Auditors right to representation before
shareholders meeting.
Module 5 • Regulatory aspect followed by SEBI for • Sharma, Prerna, Role
Role of SEBI in protection of Shareholders of Sebi in Corporate
Corporate • Mechanism develops by SEBI for protection of Goverance (June 5,
Governance minority shareholders 2021). Available at
(12 hours) SSRN: https://ssrn.co
m/abstract=3868952 or
http://dx.doi.org/10.21
39/ssrn.3868952
• https://www.sebi.gov.i
n/sebi_data/attachdocs/
1357290354602.pdf
• http://www.ijetsr.com/i
mages/short_pdf/1519
035295_167-173-
mccia922_ijetsr.pdf
60 Hours

Text Book

1. JAYATI SARKAR & SUBRATA SARKAR, CORPORATE GOVERNANCE IN INDIA (SAGE Publications 2012).

Reference Books
1. RENU JATANAS, CROWTHER, DAVID, CORPORATE SOCIAL RESPONSIBILITY (Deep and
Deep Publication, Delhi 2007).
2. CHATTERJI, MDHUMITA, CORPORATE SOCIAL RESPONSIBILITY (Oxford Publications, Delhi
2011).
3. A RAMAIYA, Guide to the Companies Act.