Annexure ‘CD – 01’

UTTAR PRADESH
FORMAT FOR COURSE CURRICULUM

L T P/S SW/FW TOTAL

CREDIT
Course Title: Corporate Governance UNITS
3 0 0 0 3
Credit Units: 3

Level: UG
Course Code: LAW 343

Course Objectives:The Course coverage would enable the students to have an in-depth understanding of the Evolution, Development and the fundamental
theories and practice of corporate governance in India and abroad. Including a detailed insight into the concept, issues and practices that governs the corporate
sector and expert knowledge of the legal and regulatory framework.

Pre-requisites: Students should have Sufficient knowledge & understanding of Corporate laws especially Company Law with aptitude to comprehend the
working of managerial persons and practical implications of Corporate Governance.

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

Course Learning Outcomes:At the end of the course students will be able to:

 This course acquaints students with the corporate law and Familiarize them to the mechanism of corporate governance.
 After undergoing the course student will be have enough knowledge about corporations and their working, besides, the regulatory mechanism.

Pedagogy for Course Delivery:The course will be conducted using lectures, assignments. The students will be acquainted with important case laws on the
subject to understand the intricacies of the subject.
Lab/Practicals details, if applicable:

NA

Assessment/ Examination Scheme:

Theory L/T (%) Lab/Practical/Studio (%) End Term Examination (%)

30% NA 70%

Theory Assessment (L&T):

Components (Drop Class Test Project Viva Attendance End-term Examination

down)

Weightage (%) 10% 10% 5% 5% 70%

Lab/ Practical/ Studio Assessment:

Continuous Assessment/Internal Assessment End Term Examination

(____ %) (____ %)

Components (Drop down NA NA NA NA NA NA NA

Weightage (%) NA NA NA NA NA NA NA
 Mapping Continuous Evaluationcomponents/PSDA with CLOs

Bloom’s Level > Remembering Understanding Applying Analyzing Evaluating Creating

Course CLO1 CLO1 CLO2 CLO2 CLO2 CLO 2
Learning  This  This  After  After  After  After
Outcomes course course undergoing undergoing undergoing undergoing
acquaints acquaints the course the course the course the course
students students student will student will student will student will
Assessment with the with the be have be have be have be have
type/PSDA corporate corporate enough enough enough enough
law and law and knowledge knowledge knowledge knowledge
Familiarize Familiarize about about about about
them to the them to the corporation corporations corporation corporations
mechanism mechanism s and their and their s and their and their
of of working, working, working, working,
corporate corporate besides, the besides, the besides, the besides, the
governance governance regulatory regulatory regulatory regulatory
mechanism. mechanism. mechanism. mechanism.

Class Test  √  √ √
Project  √ √
Viva  √ 
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