SVKM’s Narsee Monjee Institute of Management Studies

Name of School – Kirit P. Mehta School of Law

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

Module: Company Law II Module Code:

Teaching Scheme Evaluation Scheme

Lecture Practical Tutorial Term End
Internal Continuous
(Hours (Hours (Hours per Examinations (TEE)
Credit Assessment (ICA) (Marks- 50
per per week)
(Marks - 50) in Question Paper)
week) week)
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 Directors in a Company 3 Hrs

The students will understand the role of board of directors in a Company and its
requisites.
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

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

2. Fiduciary Duties and Liabilities of Directors 3 Hrs

Section 166 of the Companies Act

Basic Reading: Chapter XXVIII of G.K Kapoor, Taxmann Publication, 2019 Edition
3. Types of Directors 3 hrs

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
4. Appointment, Remuneration and Removal of Directors 3 hrs

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.

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

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

5. Qualifications and Disqualifications of Directors

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
6. General Concept of Company Meetings 3 Hrs

Understanding the different type of company meeting

Basic Reading: Chapter XVI of G.K Kapoor, Taxmann Publication, 2019 Edition
7. Shareholders Meeting – AGM & EGM 3 hrs

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
 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

8. Board of Directors Meeting 3 hrs

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
9. Requisites of Quorum, Voting and Passing of Resolution 3 hrs

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
10. Proxy and its Rules 3 hrs

Understanding the Rules for Proxy and its powers.

Basic Reading - Section 105

Reference Reading -
http://ebook.mca.gov.in/Actpagedisplay.aspx?PAGENAME=17488

11. Introduction to Corporate Governance 3 hrs

Concept of Corporate Governance and Global Genesis, Various Phases and

Committees- Cadbury Committee, CII Task Force, Kumar Mangalam Birla
Committee, Narayan Murthy committee, Naresh Chandra Committee, Kotak
Committee

Enron Scandal, Satyam Scam.

Basic Reading: Chapter XXVII of G.K Kapoor, Taxmann Publication, 2019 Edition
12. Role of Independent Director 3 hrs

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

 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

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
13. Role of Auditors 3 hrs

Understanding the role of Internal Auditor and Statutory Auditor

Basic Reading: National Financial Reporting Authority Rules, 2018 (NFRA Rules).,
Companies (Auditor Report) Order, 2020

14. Role of Whistle-Blower 3 hrs

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/

15. Corporate Social Responsibility 3 hrs

Corporate Governance vis-à-vis CSR

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/
16. Related Party Transactions 3 hrs

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
17. Prevention of Oppression and Mismanagement 3 hrs

Section 241-244 of the Companies Act 2013

Case Study- Foss v Harbottle, Tata v Cyrus Mistry
Basic Reading: Chapter XXII of G.K Kapoor, Taxmann Publication, 2019 Edition
17. Class Action Suits 3 hrs

Section 245 of the Companies Act 2013

 SVKM’s Narsee Monjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

Basic Reading: Chapter XIII of G.K Kapoor, Taxmann Publication, 2019 Edition
18. Serious Fraud Investigation Officer (SFIO) 3 hrs

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
19. Basics of Compromise and Arrangement 3 hrs

Section 230 of the Companies Act 2013

Basic Reading: Chapter XXIII of 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:

Details of Internal Continuous Assessment (ICA): 50 Marks

Research Paper: 20 Marks

Seminar: 10 Marks
Viva: 10 Marks
Class Participation: 10 Marks

Richa Kashyap ____________

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