Download Company Law II: Syllabus & Evaluation at Kirit P. Mehta School of Law, NMIMS and more Thesis Law in PDF only on Docsity!
Name of School – Kirit P. Mehta School of Law Program: B.A., LL.B. (Hons.) 8101 & B.B.A., LL.B. (Hons.) 8102 Semester: VI Module: Company Law II Module Code: 8101C007 & 8102C Teaching Scheme Evaluation Scheme Lectur e (Hours per week) Practic al (Hours per week) Tutorial (Hours per week) Credit Internal Continuous Assessment (ICA) (Marks - 50) Term End Examinations (TEE) (Marks- 50 in Question Paper) 4 0 0 4 Marks Scaled to 50 Marks Scaled to 50 Pre-requisite: Company Law (Basic), Contract Act Course Objective:
- Understanding Rules & Regulations, Emerging Issues in the corporate sector and various other compliance mechanisms related to company laws.
- Understanding the role of regulator in effective governance of corporate sector in India Course Outcomes:
- 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)
- 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)
- To enable the students to apply relevant provisions and judicial decisions in understanding the interpretation and practical application of laws (PLO1a)
- 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) Uni Description: Duration
**Name of School – Kirit P. Mehta School of Law t
1 Role of Director in a Company and Types of Directors** The students will understand the role of board of directors in a Company and its requisites. 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
**Hrs
4 Appointment, Remuneration and Removal of Directors** 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 **3 Hrs
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 **3 Hrs
6 General Concept of Company Meetings** Understanding the different type of company meeting Basic Reading: Chapter XVI of G.K Kapoor, Taxmann Publication, 2019 Edition **3 Hrs
7 Shareholders Meeting – AGM & EGM** 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 3 Hrs
Name of School – Kirit P. Mehta School of Law 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 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 11. 1 Role of Auditors Understanding the role of Internal Auditor and Statutory Auditor Basic Reading: National Financial Reporting Authority Rules, 2018 (NFRA Rules)., Companies (Auditor Report) Order, 2020 **3 Hrs
1 Role of Whistle-Blower** 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/ **3 Hrs
1 Corporate Governance vis-à-vis CSR** Section 135 Reference Reading: https://www.mondaq.com/india/corporate-governance/366528/ corporate-social-responsibility--indian-companies-act- https://www.mca.gov.in/SearchableActs/Section135.htm http://vinodkothari.com/2020/03/proposed-changes-in-csr-rules/ **3 Hrs
1 Related Party Transactions** Section 188 , 2(77), 2(76) of Companies Act 2013 Rule 3 & 4 of Specification of Definition Details Rules 2014, SEBI LODR R- Case Study – ICICI Bank , Indigo Airlines Basic Reading : Chapter XII of G.K Kapoor, Taxmann Publication, 2019 Edition 3 Hrs
**Name of School – Kirit P. Mehta School of Law
1 Prevention of Oppression and Mismanagement** 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 **3 Hrs
1 Class Action Suits** Section 245 of the Companies Act 2013 Basic Reading: Chapter XIII of G.K Kapoor, Taxmann Publication, 2019 Edition **3 Hrs
1 Serious Fraud Investigation Officer (SFIO)** 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 **3 Hrs
1 Basics of Compromise and Arrangement** Section 230 of the Companies Act 2013 Basic Reading: Chapter XXIII of G.K Kapoor, Taxmann Publication, 2019 Edition 3 Hrs 19.Winding up of Companies Section 248, Section 271 of the Companies Act 2013 Basic Reading: G.K Kapoor, Taxmann Publication, 2019 Edition **3 Hrs
2 Workshop & Discussion on Recent Trends 3 Hrs Total 60 Hrs Text Books:**
- Company Law by G.K Kapoor Taxmann Publications, 2019 Edition. Reference Books:
- A. Ramaiya Guide to the Companies Act, 2013, Lexis Nexis, 18th^ Edition. Any other information :
