FORMAT FOR COURSE CURRICULUM

L T P/S SW/FW TOTAL

CREDIT
Course Title: Corporate Governance UNITS
Credit Units: 3 3 0 0 0 3
Level: UG
Course Code: LAW 343
Course Contents/Syllabus:
Weightage (%)
20%
Module-I Introduction to Corporate Governance

 Corporate Governance: Meaning& Importance

 Evolution of Corporate Governance
 Principles of Corporate Governance
 Theories of Corporate Governance
 The role and purpose of the corporation
 Globalization and Corporate Governance

Module II: Corporate and Board Management 25%

 Board of Directors –Composition, Role, Systems and Procedures, Board Meetings

 Directors including Nominee Director, Shareholders Director & Independent Directors
 Fiduciary relationship
 Criminal liability of Directors, Mis-feasance, Mal Feasance & Non-Feasance
 Rights, Duties and Responsibilities of Directors; Role of Directors and other Managerial Persons including
Executives.

Module III: Insolvency & Impact on Corporate Governance 20%

 Insolvency & Bankruptcy Board
 Compliances and Penalties under Insolvency & bankruptcy Code,2016
 Controlling the Behavior of Stake Holders: like Corporate Debtor, Operative / Financial Creditor, Resolution
Professional, Resolution Plan
 Adjudicating Authorities for Corporate Persons.
 Offences & penalties under Chapter VII of Code

Module –IV: Corporate Governance and Corporate Responsibility 15%

 Corporate social responsibilities: Global & Indian Perspective
 Whistleblowers Protection
 Corporate environmental responsibility
Module-V: Legal and Regulatory Framework of Corporate Governance 20%
 Multifarious Regulatory Framework: ROC & Tribunal under Companies Law
 Competition Commission /Tribunal
 SEBI & its Report on Corporate Governance
 Compliances under various Laws including Competition Laws, SEBI Laws, Taxation Laws, Money Laundering
Laws
 Disclosure of information mandated by Law & consequence for non-compliance including penalties thereto

Text and References:

Avtar Singh: Indian Company Law
S.M. Shah: Lectures on Company Law
H.K. Saharay: Company Law
Chandratre, Acharya: SEBI Compendium
Reed Darryl – Corporate Governance, Economic Reforms & Development (Oxford ).
Vinesh Arora &Tanishq Arora: Corporate Governance & Perspective
Indian Institute of Corporate Affairs : Corporate Governance

Prescribed Legislations/Policies/Reports
Companies Act,2013
Insolvency & Bankruptcy Code,2016
SEBI’s Report on Corporate Governance
The Competition Act, 2002
Whistle Blower Protection Act 2014