SVKM’s NarseeMonjee 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: IX
Module: Corporate Governance 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
(Marks - 50)
week) week) in Question Paper)
3 0 0 3 Marks Scaled to50 Marks Scaled to 50
Pre-requisite: Company Law, Contract Act, General Management
Course Objectives
1. Learn how corporate governance helps in building an environment of trust,
transparency and accountability necessary for fostering long-term investment, financial
stability and business integrity, thereby supporting stronger growth and more inclusive
societies.
2. Understanding the role of regulator and Ministry of Corporate Affairs to strengthen
shareholder rights and protect shareholders from expropriation by corporate insiders.
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 enable the students to apply relevant provisions and judicial decisions in
understanding the interpretation and practical application of laws (PLO1a)
3. To Identify the concerns and consequences of unethical practices by key players in
implementing effective governance in the corporate sector in India (PLO4b)
4. To undertake empirical research by using different statistical data available through
stock exchanges, Banks, NBFC’, financial institutions and the regulator to determine the
financial stability and suggest effective solutions & recommendations (PLO2b)
Detailed Syllabus: (per session plan)
Unit Description: Duration
1. Introduction to Corporate Governance 2 Hrs.

Need for Governance, Pillars of Corporate Governance, History and

Development
Basic Reading:Business Ethics and Corporate Governance, A.C. Fernando
Pearson Publication, 2nd Edition 2018, Chapter XIII
2. OECD Principles on Corporate Governance 2 Hrs.

9 Principles by OECD on Corporate Governance

Basic Reading:Regulation: Legal and Institutional Framework for Corporate
Governance by OECD
http://www.oecd.org/corporate/principles-corporate-governance/
3. Committee Reports on Corporate Governance 3 Hrs.
CII Task force, Kumar Mangalam Birla Committee Report, Narayan Murthy
Report, Naresh Chandra Report, J.J Irani Committee Report, Kotak
Committee Report
Basic Reading: Study Material will be provided by faculty with summary of
reports
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

4. Analysis of UK Corporate Governance Code 3 Hrs.

Stewardship Codes and UK standards for accounting and actuarial work;

monitors and takes action to promote the quality of corporate reporting
Basic Reading:Financial Reporting Council, The UK Corporate Governance
Code, 2018, Page 1-13
Reference Reading-https://www.frc.org.uk/getattachment/88bd8c45-50ea-
4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF
5. Role of Directors in Corporate Governance 3 Hrs.

Fiduciary Duty of Executive Directors&Non-Executive Directors, Stakeholder

Relationship Committee, Nomination & Remuneration Committee
Basic Reading:Section 2(60), 166, 203
Case:SMS Pharmaceuticals v/s. Neeta Bhalla, Union Carbide Corporation
v/s. Union of India
6. Independent Directors 2 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
Reference Reading:https://www.bloombergquint.com/law-and-
policy/sebi-proposes-new-norms-for-independent-director-appointment-
removal-remuneration
Case Study: Tata v Mistry, IL&FS , PNB
7. Duties and Liabilities of Auditors 3 Hrs.

Understanding Role of Audit Committee

Section 138-147, Section 177
Basic Reading:National Financial Reporting Authority Rules, 2018 (NFRA
Rules)., Companies (Auditor Report) Order, 2020

8. Compliance under LODR Regulation, 2015 3 Hrs.

Disclosure Requirement- Regulation 30

Regulation 17, 18, 19, 22
Basic Reading:https://www.sebi.gov.in/legal/regulations/jan-
2020/securities-and-exchange-board-of-india-listing-obligations-and-
disclosure-requirements-amendment-regulations-2020_45649.html
9. Whistle – Blower Protection 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-
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

https://www.zuckermanlaw.com/legal-services/sarbanes-oxley-
whistleblower/
10. Related Party Transactions & Governance Issues 2 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
Basic Reading:Case Study – ICICI Bank, Indigo Airlines
11. Serious Fraud Investigation Office 2 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
12. Shareholder Activism in India, USA & UK 3 Hrs.

Understanding Minority Rights, Small-shareholder Representative, Role of

Proxy Firms through comparative analysis
Basic Reading:The Shareholders Right & Activism Review, Francis J Aquila,
3rd Edition Published in the United Kingdom by Law Business Research Ltd,
London, Chapter 4, 13, & 14
13. Investors Growth Platform 2 Hrs.

Refreshing initiative that aims to address the ‘capital’ issue

SEBI Framework for Innovators Growth Platform,
Basic Reading - Chapter 10 Of SEBI (ICDR Regulations)
Reference Reading:https://www.nseindia.com/products-
services/innovators-growth-platform-faqs
14. Social Stock Exchange 2 Hrs.
Vision for Social Stock Exchange in India, Comparative analysis with USA
Reference Reading:https://www.sebi.gov.in/reports-and-
statistics/reports/jun-2020/report-of-the-working-group-on-social-stock-
exchange_46751.html
15. Decentralization for Governance 2 Hrs.

Facebook &Amazon Decentralization for Governance

Reference Reading:
https://www.escholar.manchester.ac.uk/api/datastream?publicationPid=uk
-ac-man-scw:2n428&datastreamId=FULL-TEXT.PDF
https://link.springer.com/referenceworkentry/10.1007%2F978-3-319-31816-
5_2613-2
16. SEBI (Prohibition of Insider Trading Regulations) 2015 3 Hrs.

Digital Database, Designated Person, Intermediary, Fiduciaries, Role of

Compliance Office, Code of Conduct , Amendments 2018, 2019, 2020
Reference Reading:
http://vinodkothari.com/2020/09/sebi-automates-continual-disclosures-
under-pit-
 SVKM’s NarseeMonjee Institute of Management Studies
Name of School – Kirit P. Mehta School of Law

regulations/#:~:text=SEBI%20vide%20gazette%20notification%5B2,System%
20Driven%20Disclosures%20(SDD).
Case study- HLL v SEBI, DCB, BIOCON, Infibeam Avenues Case, GMM
Pfaudler’s
17. Prohibition Of Fraudulent And Prevention Of Fraud And Unfair 3 Hrs.
Trade Practices (PFUTP) 2003

SEBI’s expanded power to protect investors’ interest -under SEBI (Prohibition

of Fraudulent and Unfair Trade Practices relating to Securities Market)
Regulations, 2003- by Vinod Kothari
Basic Reading:
Case- Vibha Sharma&orsv. SEBI, SEBI v. Shri KanaiyalalBaldevbhai Patel
18. Ease of doing Business &Corporate Governance 2 Hrs.

Relaxation in Compliance, Decriminalization of sections

Striking Balance between Ease of doing business and Corporate Governance
Reference Reading:
https://corporate.cyrilamarchandblogs.com/2019/09/decriminalising-
companies-act-offences-ease-of-doing-business-and-corporate-governance/
Total 45 Hrs.
Text Books:
1. Company Law & Practice, G.K Kapoor Taxmann Publications, 2019 Edition
2. The Essential Book of Corporate Governance 1st Edition, Sage Publication 2016 (E-book
Available)
Reference Books:
1. A Ramayya. Guide to Companies Act 2013. 19th Ed. Lexis Nexis (2020)
Any other information:
Details of Internal Continuous Assessment (ICA): 50 Marks
Description of ICA Marks
Research Paper 20 Marks
Seminar 10 Marks
Viva 10 Marks
Class Participation 10 Marks
Total Marks : 50 Marks

RichaKashyap
Signature Signature
(Prepared by RichaKashyap) (Approved by Dean)
SVKM’s NarseeMonjee Institute of Management Studies
Name of School - Kirit P. Mehta School of Law