Governance, Risk Management, Compliances and Ethics. JUNE 2021 ATTEMPT NEW SYLABUSS

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Every professional should possess both the knowledge of and the skills in Governance,
Risk Management, Compliances and Ethics in order to reach the pinnacle of success. In
today’s scenario there should be proper blend of knowledge and presentation to attain the
goals beyond imaginations.
This book will prove to be very helpful for attaining full-fledged knowledge of SEBI
(LODR) Regulation, 2015, SEBI (ICDR) Regulation 2018 and Companies
Amendments Act, 2017 and Companies Amendment Bill, 2019. While preparing this
book implications faced by the Learners were kept in mind. This book is consists of many
special features to provide comprehensive knowledge like:
➢ 100% Coverage of Amendments in SEBI (LODR/ICDR/Insider-Trading)
Regulations.
➢ Concepts based Flow Charts.
➢ Covered whole study material in Simplified manner for easy Understanding.
➢ Consist of all the Past years Questions along with Answers
➢ Tabular Presentation of the concepts in order to make user friendly.
It is hoped that this book will be utmost use to the person who are keen to learn Ethics,
Sustainability and Governance under SEBI regulations and I am very thankful to
almighty God for blessing me with such a golden opportunity to prepare this book.
In the event of any doubt, students may write for clarification at
Learnersguide0905@gmail.com or 9996065006.
All suggestions for improving this book are quite welcome and will be gratefully
acknowledged.
CS ANKUSH BANSAL
[LLB, LLM, B.COM]
Learners Guide Pen
Drive
Learner’s Guide
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RESULT SPEAKS IN ITSELF
STUDENTS NAME ROLL
NO.
SUBJECT MARKS
PRIYA KUMARI 401262 MCS 74
SWAPNALI BALU
INGULKAR
414642 FUNDING 72
ANJALI RAWAT 403523 GOVERNANCE 72
SURBHI GUPTA 403270 GOVERNANCE 72
URVASHI GUPTA 406563 FUNDING 70
URVASHI GUPTA 406563 GOVERNANCE 69
LIZA SHARMA 403905 DRAFTING 66
SUDHARSANA M 409897 GOVERNANCE 66
RIYA SIKKA 403263 GOVERNANCE 65
SHRISHTI MEHOTRA 405896 GOVERNANCE 65
RUCHITRA SINGH 403873 GOVERNANCE 65
SHIVANI MIGLANI 402310 MCS 65
AYUSHI SHARMA 406092 GOVERNANCE 64
LAXMAN TIWARI 403467 DRAFTING 64
RIYA SINGH 402980 GOVERNANCE 64
VAIBHAV AGRAWAL 403487 GOVERNANCE 64
ARPIT AGARWAL 401852 MCS 62
DEEPTI GOEL 406756 FUNDING 62
HARSH SACHDEVA 403404 DRAFTING 62
VIVEK ABROL 404071 MCS 62
ABHISHEK KUMAR 401223 DRAFTING 61
DEEPTI GOEL 406756 DRAFTING 61
KAVITA BISHT 403824 DRAFTING 61
LIZA SHARMA 403905 GOVERNANCE 61
MAHIMA MEHTA 404577 FUNDING 61
RIYA SIKKA 403263 DRAFTING 61
SHREYA GULATI 403666 MCS 61
SHWETA CHAUHAN 217767 DRAFTING 61
ARPIT AGARWAL 401852 DRAFTING 60
DEEPTI GOEL 406756 MCS 60
NIKITA JUNEJA 403525 DRAFTING 60
PRINCE RAJPUT 403821 DRAFTING 60
FIRST EDITION MARCH 2019
SECOND EDITION JUNE 2019
THIRD REVISED EDITION – 30th JULY 2019
FOURTH EDITION JANUARY 2020
FIFTH REVISED EDITION- 21st March 2020
SIXTH EDITION- 15th JANUARY 2021
©All rights including Copyrights reserved and vested with the Author. No Part of
this book may be reproduced or copied in any form or by any means [Graphic,
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Chapter
No.
Chapter Name
PART-A [50 MARKS]
Page
No.
Chapter 1
Conceptual framework of Corporate
Governance
1-38
Chapter 2
Legislative Framework of corporate
Governance in India
39-72
Chapter 3 Board Effectiveness 73-103
Chapter 4
Board Process through Secretarial
Standards [SS1]
104-129
Chapter 5 Board Committees 130-148
Chapter 6 Corporate Policies and Disclosures 149-174
Chapter 7
Accounting and Audit related issues,
RPT’s and Vigil Mechanism
175-199
Chapter 8
Corporate Governance and
Shareholders Rights
200-232
Chapter 9
Corporate Governance and Other
Stakeholders
233-260
Chapter 10 Governance and Compliance Risk 261-275
Chapter 11 Corporate Governance Forum 276-286
PART-B [20 MARKS]
Chapter 12 Risk Management 287-321
PART-C [20 MARKS]
Chapter 13 Internal Control 322-343
Chapter 14 Reporting 344-362
PART-D [10 MARKS]
Chapter 15 Ethics and Business 363-376
Chapter 16 CSR and Sustainability 377-411
Chapter 17
Anti-Corruption and Anti-Bribery Laws
in India
412-456
Question Paper of December 2019 457-460
Question Paper of December 2020
INDEX
PART-A
GOVERNANCE
CS ANKUSH BANSAL
Conceptual framework of Corporate Governance 1 | P a g e
Chapter-1
Conceptual Framework of
Corporate Governance
CONCEPT OF CORPORATE GOVERNANCE
CORPORATE
➢ Corporate or a Corporation is derived from
the Latin term “Corpus” which means a
“Body”.
➢ Corpus means a Group of likeminded
people, who are working together for a
Particular Goals/ mission.
GOVERNANCE
The root of the word Governance is from
‘Gubernate’, which means [To Steer/ To give
Direction/ To guide].
Further, Governance means administering the
processes and systems placed for satisfying
stakeholder expectation.
CORPORATE GOVERNANCE
When combined, Corporate Governance means a SET OF SYSTEMS, PROCEDURES,
POLICIES, PRACTICES, STANDARDS put in place by a corporate to ensure that
relationship with various stakeholders is maintained in transparent and honest manner.
➢ Corporate governance would mean TO STEER an organization in the desired direction.
➢ The responsibility to steer lies with the board of directors/ governing board.
➢ It gives ultimate authority and complete responsibility to the Board of Directors.
➢ Efficiency as well as globalization are significant factors urging corporate governance.
The phrase “Corporate Governance” describes:
“The framework of Rules, Relationships, Systems and Processes within and by which authority
is exercised and controlled within corporations. It encompasses the mechanisms by which
companies, and those in control, are held to account.”
Corporate
[Corpus]
Governance
[To steer/
Direction]
Corporate
Governance
CS ANKUSH BANSAL
Conceptual framework of Corporate Governance 2 | P a g e
(1) ESSENTIALS OF GOOD CORPORATE GOVERNANCE
It develops VALUE ADDITION TO THE STAKEHOLDERS as it ensures transparency.
It ensures to SAFEGUARD THE INTERESTS OF ALL SHAREHOLDERS (majority as
well as minority shareholders).
It promotes investor confidence, which is crucial to the ability of entities listed to compete
for capital.
It ENSURES THAT ALL SHAREHOLDERS FULLY EXERCISE THEIR RIGHTS and
that the organization fully recognizes their rights.
“It is to be borne in mind that mere legislation does not ensure good governance. Good
governance flows from ethical business practices even when there is no legislation”
THE HEART OF CG IS:
(2) DEFINITIONS OF CORPORATE GOVERNANCE
➢ JAMES D. WOLFENSOHN [9th President of World Bank]
“Corporate Governance is about promoting corporate fairness, transparency and accountability”.
➢ G20/ OECD PRINCIPLES OF CORPORATE GOVERNANCE
Corporate governance involves a set of relationships between:
Corporate governance also PROVIDES THE STRUCTURE through which
Corporate
Governance
Responsibility
Fairness
Transparency
Accountability
A Company’s
Management,
Its board,
Its shareholders and
other stakeholders.
The objectives of the
company are set, and
The means of
attaining those
objectives and
Monitoring
performance are
determined.
CS ANKUSH BANSAL
Conceptual framework of Corporate Governance 3 | P a g e
➢ CADBURY COMMITTEE, U.K
Corporate Governance is a system of STRUCTURING, OPERATING AND CONTROLLING
a company with the following specific aims:—
❖ Fulfilling long-term strategic goals of owners;
❖ Taking care of the interests of employees;
❖ A consideration for the environment and local community;
❖ Maintaining excellent relations with customers and suppliers;
❖ Proper compliance with all the applicable legal and regulatory requirements.
➢ KING REPORT ON CORPORATE GOVERNANCE FOR SOUTH AFRICA 2017
“The exercise of ethical and effective leadership by the governing body towards the
achievement of following governance outcomes:
❖ Ethical culture
❖ Good performance
❖ Effective control
❖ Legitimacy”
➢ CONFEDERATION OF INDIAN INDUSTRY (CII) – DESIRABLE
CORPORATE GOVERNANCE CODE (1998)
Laws
“CORPORATE GOVERNANCE DEALS WITH
Procedures Practices Implicit rules
That determine a company’s ability to take informed managerial decisions
in relation to its:
Shareholders,
Creditors