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The Maharaja Sayajirao University of Baroda

Faculty of Law

Year: Second year Paper Code:

Semester: Second semester

Subject: Corporate Governance (Elective)

Objective:
1. Corporate Governance has assumed much importance due to the emphasis of the present
government on the responsibility of corporates’ towards the society.

2. Various provisions in different Legislations need to be understood and borne in mind at every
step of a Corporate Life as more transparency is sought by the government in the functioning of the
company.

3. Furthermore it is felt that it is a positive Legislation, seeking to create awareness and


responsibility of Companies towards the society and country as a whole.

4. This paper is designed to make one understand the intricacies of Corporate Governance,
Corporate Social Responsibility and the Regulations thereon which shall help a Law Student to be
aware of his responsibilities and the need for transparency.

Unit 1: Introduction to Corporate Governance

1.1 Meaning and definition


1.2 Need
1.3 Benefits
1.4 Parties involved
1.5 Corporate Governance in public enterprises: A new framework
1.6 Historical perspective
1.7 Business Ethics and Corporate Governance
1.8 Principles of Corporate Governance

Unit 2: Legal Regulation of Corporate Governance

2.1 Need for legislation


2.2 Provisions in Companies Act
2.3 SCR Act
2.4 Legal provisions relating to investor protection
Corporate Criminal Liability

Unit 3: Corporate Social Responsibility

Unit 4: Regulations related to Listing of Securities

4.1 SEBI

4.2 Listing Agreement

4.3 Banking Regulation

Unit 5:

5.1 CG Codes

5.2 Expert Committees Reports in India

5.3 Governance Disclosures and transparency

Unit 6:

6.1 Best practices of CG

6.2 Case study on CG: national perspectives

6.3 Legislative framework in US, UK and other common wealth association for CG
(CACG)

PSDA: Professional Skill Development Activities:

Mode of Transaction: Lecture Method with the use of power point presentations

References:

1. Jayati Sarkar, Corporate Governance in India, ( SAGE India, 2012)


2. Nayan Mitra and René Schmidpeter, Corporate Social Responsibility in India: Cases and
Developments After the Legal Mandate (CSR, Sustainability, Ethics & Governance),
(Springer, 2016)
3. Arvind Jain, Corporate Governance In India, (RBSA Publishers, 2012)
4. Priyanka Kaushik Sharma, Corporate Governance Practices in India: A Synthesis of
Theories, Practices, and Cases, (Palgrave Macmillan; 2015)
5. Chandra D, Corporate Governance: Codes Systems Standards and Practices, (Prentice
Hall India Learning Private Limited, 2013)
6. V. Balachandran, Corporate Governance, Ethics and Social Responsibility, (PHI, 2011)
7. The Institute of Company Secretaries of India, Corporate Governance - Beyond Letters,
(The Institute of Company Secretaries of India, 2011)

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