Syllabus

COMPANY LAW AND CORPORATE GOVERNANCE - BBH435¶

Course Information¶

Department	Business and Management (BGR)
Course Code	BBH435
Total Teaching Hours/Sem	60
Lecture Hours/Week	4
Max Marks	100
Credits	4

Course Description¶

This course provides an understanding of the legal framework governing business entities, focusing on company law and corporate governance. It covers the provisions of the Companies Act, 2013, related to the formation, management, and winding up of companies. Additionally, the course explores various theories and practices of corporate governance, internal control systems, and disclosure and reporting requirements.

Course Objectives¶

To introduce learners to Companies Act 2013 and the history of company laws in India.
To impart knowledge on the nature, types, and formation of joint-stock companies as per Companies Act 2013.
To familiarize students with rules and regulations related to the management and winding up of a company.
To explore theories and practices of corporate governance, including recommendations from various committees.
To enable students to understand internal control systems, disclosure, and reporting requirements.

Course Outcomes¶

CO1: Differentiate various types of companies based on their features.
CO2: Incorporate joint stock companies in SPICe+ of MCA.
CO3: Adhere to the provisions of the Companies Act regarding Company Management and Meetings.
CO4: Apply the provisions of the Companies Act in connection to the winding up of a company.
CO5: Appreciate the relevance of corporate governance practices based on various theories and committees on corporate governance.

Units Overview¶

Unit 1: Introduction to Company Law (Teaching Hours: 8)¶

Introduction to Company Law
Development of Company Law
Objects of Companies Act
Meaning and definition of Company
Special features of Co.
Kinds of Companies
Features of various types of companies
Differences between Private and Public companies
Punishment for improper use of “Limited” or “Private Limited”.

Unit 2: Formation of a Company (Teaching Hours: 10)¶

Introduction
Incorporation of a Company
Role of Promoters
Memorandum of Association, Contents and alteration
Doctrine of Ultra vires
Articles of Association and its contents
Difference between Memorandum of Association and Articles of Association
Doctrine of Constructive Notice
Doctrine of Indoor Management
Exceptions to Doctrine of Indoor Management
Certificate of Incorporation and Commencement of Business
Prospectus and its contents
Statement in lieu of Prospectus
Understanding SPICe+ of MCA in registering a company in India

Unit 3: Company Management and Meetings (Teaching Hours: 12)¶

Introduction
Meaning, Definition, Rights and Duties of managerial personnel
Appointment of key managerial personnel
Directors - Types of directors
Position, Powers, Duties, and Liability of Directors
Appointment, Removal, and disqualification of Directors
Types of Committees
Managerial Remuneration
Auditor – Role, Appointment, and Rotation
Company Meetings
Meetings of Board of Directors
Meetings of Shareholders
Statutory Meeting
Annual General Meeting
Extraordinary General

Unit 4: Winding Up of a Company (Teaching Hours: 10)¶

Introduction
Meaning and Definition
Types of winding up
Winding up by the Court
Voluntary winding up
Winding up subject to the supervision of the Court
Company Liquidator - Meaning and Definition
Appointment, Duties, Powers, and Liabilities of Liquidator
Preferential payments
Overriding preferential payments
Settlement of the list of contributories and application of assets
Removal and Replacement of Liquidator
Effect of winding up order
Stay of suits, etc., on winding up order
Consequences of winding up
Audit of Company Liquidator's accounts
Final meeting and dissolution of the company

Unit 5: An Overview of Corporate Governance (Teaching Hours: 6)¶

Introduction
Role and purpose of Corporation
Concept of Corporate Governance
Definitions of Corporate Governance
History of Corporate governance
Issues in Corporate governance
Need and Importance of Corporate governance
Theories of Corporate Governance - Stewardship theory, Agency theory, Stakeholder theory
Committees and their recommendations on Corporate Governance - Cadbury Committee, Sarbanes-Oxley, Naresh Chandra Committee, Kumar Mangalam, Birla Committee, Narayana Murthy Committee, Kotak Committee, and Shri Uday Kotak Committee

Unit 6: Internal Control (Teaching Hours: 6)¶

Introduction – Meaning and Objectives of Internal Control
Role and importance of Management and Auditor in Internal Control
Mechanism of the internal control system
Corporate Governance and Internal Control.

Unit 7: Disclosure and Reporting Requirements (Teaching Hours: 8)¶

Introduction
Disclosures as per the Companies Act, 2013
Disclosures - Financial and Non-Financial
Financial and Operating Results, Company objectives, Ownership, Related party transactions, Board, Remuneration of the boards, Risk Factor.

Essential References¶

Core Text: N.D.Kapoor on Company Law, Charles Wild and Stuart Weinstein Smith and Keenan, Company Law, Pearson Longman, 2009

Recommended References¶

C.A.Kamal Garg, Bharat's Corporate and Allied Laws, 2013
Institute of Company Secretaries of India, Companies Act 2013, CCH Wolter Kluver Business, 2013
Lexis Nexis, Corporate Laws 2013 (Palmtop Edition)
Avtar Singh: Company Law

Evaluation Pattern¶

Component	Maximum Marks	Weightage	Total Marks in Final Grade
CIA1	20	20%	20
CIA2	25	25%	25
CIA3	20	20%	20
ESE	30	30%	30
Attendance	05	5%	5
Total	100	100%	100 marks

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