J U LY - D E C E M B E R , 2 0 1 5 27th March, 2015 30th June, 2015 11th July, 2015 About IICA The Indian Institute of Corporate Affairs (IICA), a principal institution engaging with all aspects of the corporate world in India, is established by and affiliated to the Ministry of Corporate Affairs, Government of India. The IICA is committed to delivering opportunities for research, education and advocacy while simultaneously creating a repository of data and knowledge for policy makers, regulators as well as all other stakeholders related to the domain of Corporate Affairs. IICA is a holistic think tank, capacity building and service delivery institution, operating through effective partnerships with corporate, professionals and institutions, and focusing on problem solving through action research. It provides an insight into all issues relating to corporate affairs that impact corporate functioning including legislative, policy, structural, governance, regulation, inter disciplinary and coordination issues by keeping in view current developments and likely future scenarios. The institution also endeavors to enable innovative s o l u t i o n s t owa r d s i n c l u s ive g r ow t h a n d entrepreneurial excellence with a focus on ethical business management practices. SCHOOL OF CORPORATE LAW, IICA School of Corporate Law (SCL), one of the five Schools at IICA, has established a niche of scholarly research in the field of corporate and related laws by corralling renowned experts in the field, professionals and academicians. SCL provides for policy insights into government legislation on the edifice of the current epoch of rapid economic expansion and strategic knowledge dissemination. The dynamic nature of corporate laws has seen many new concepts being introduced for the betterment of corporate governance norms. This dynamism has been reflected in the Companies Act, 2013 with the introduction of several new concepts and elaboration of the existing rudimentary IICA, through its various Schools and Centers, provisions, necessitating a demand for coupled with the steering vision of its Board of sharper understanding of these provisions. Governors, engages with experts, professionals and The SCL at IICA, equipped with its statepublic servants from a range of fields involving policy of-the-art technological aids and pool of formulation, evaluation and reform. highly acclaimed academicians and professionals in the field of corporate laws, “The Companies Act, 2013 has aims at creating a Dr Bhaskar Chatterjee, thrown the incorporation, organisation DG & CEO, IICA p r o g r a m m e d and structure of companies, the role, ecosystem for k n o w l e d g e responsibilities and composition of dissemination, the board of directors and investor research and advisory awareness and protection into prime focus. co n sul ti n g, p o l i cy Corporate law has never been more drafting and analysis. relevant than it is today.” I I C A wo r k s w i t h renowned institutional partners who are experts in the field of Corporate Law to carry forward its vision of: A holistic think-tank, capacity building, service delivery institute to help corporate growth, reforms and regulation through synergized Knowledge Management (KM, global partnerships and real time solutions. WHO SHOULD ATTEND: This unique course is designed for candidates interested in acquiring professional knowledge and practical skills in the area of Corporate Law: Industry: Corporate Executives from Private and Public Enterprises Professionals: Lawyers, In-house Counsels, Economists, CA, CS, CWA Government: Officials working in Government Departments and Regulatory Authorities OBJECTIVE OF THE CERTIFICATE COURSE The Programme will enable the participants in g aining a sound and comprehensive understanding of the concepts of corporate laws, while: w Providing a wide angle overview of corporate laws in accordance with the Companies Act, 2013 including the Companies Amendment Bill of 2014 w Providing much needed clarifications on corporate laws, rules and regulations w Enabling the development of critical analytical abilities in the area of corporate law, culminating into a brief Research Report at the end of the course PROGRAMME DESCRIPTION w The programme will be delivered over a period of six months by renowned experts, professionals and academicians. Delivery of topics dealing with corporate law will be ensured by providing candidates with distinct virtual identities, thus saving time and resources in commuting and attending classes. w The delivery of the course will be through a sophisticated Learning Management System (LMS). The SCL via LMS would allow and facilitate access to reading material in virtual classrooms & permit students the opportunity of interaction with faculty and fellow applicants with personalized user profiles, ensuring uniformity and continuity in dissemination of course content, thus enabling trainers to assess, grade and calculate results instantly. PROGRAMME CONTENT Examinations: The entire duration of the course would be 6 months involving 120 class hours. n an online mid-term exam (at the completion of 3 months – 5 Modules of the course); Interactive Class: 6 Hours at the launch of the course at IICA (compulsory for verification purposes, and training on use of LMS, etc.) n project assignment (beginning from the 5th month of the course) culminating in a project report; Study Material: Exclusive study material developed by industry experts. n final examination (to be held at IICA or any other suitable venue) at the end of six months for granting of completion certificates. Online Classes: 100 Hours of online classes will be conducted comprising of lectures and e-mail support via LMS (also access to recorded lectures). Practice Set: after each module. MODULE CONTENT Project Work: 14 Hours on a topic comprising of corporate law based on self-study under online guidance of the School. · Fundamentals of Law and Corporate Law in India · Company – incorporation, Organization & Structure · Corporate Finance · Share Capital · Initial Public Offering and Private Placement · Corporate Governance · Director - Role Powers and Responsibilities · Independent Directors · Restructuring, Mergers & Acquisition · Corporate Insolvency · Capital Market – Rules and Regulations · SEBI-Role, Functions and Powers · Investor's Protection and Awareness · Corporate Social Responsibility · Corporate Liability · Fundamentals of IPR IICA Partners w International Finance Corporation (IIFC) w Institute of Director, UK w George Washington University Law School, USA w Intel Technology India Pvt. Ltd. w KPMG w National Film Development Corporation (NFDC) w Coca-Cola India Foundation w Grant Thornton w Confederation of Indian Industry (CII) w Ministry of Corporate Affairs w Indian School of Business (ISB) w Tata Institute of Social Sciences (TISS) w Thomson Reuters India Private Limited w Yes Bank w M.P. Consultancy Organisation w The Bengal Chamber of Commerce and Industry (BCC&I) w Indian Institute of Management (IIM), Raipur w The Energy And Resources Institute (TERI) w Thomson Reuters India Private Limited w Federation of Indian Chamber of Commerce and Industry w Serious Fraud Investigation Office w Institute of Chartered Accountants of India w Institute of Company Secretaries of India w Institute of Cost Accountants of India w PHD Chamber of Commerce and Industry w M.P. Consultancy Organisation w Indian Institute of Foreign Trade (IIFT) w Madison Street Capital India Pvt. Ltd. w Indian Institute of Foreign Trade (IIFT) w The National Law School of India University (NLSIU) w IL & FS Academy of Applies Development (IAAD) w BSE Ltd. (Bombay Stock Exchange) A word of caution: SEBI, the market regulator, has to deal sternly with companies and their Directors indulging in manipulative and deceptive devices, insider trading etc. or else they will be failing in their duty to promote orderly and healthy growth of the Securities market. Economic offence, people of this country should know, is a serious crime which, if not properly dealt with, as it should be, will affect not only country's economic growth, but also slow the inflow of foreign investment by genuine investors and also casts a slur on India's securities market. Message should go that our country will not tolerate “market abuse” and that we are governed by the “Rule of Law”. Fraud, deceit, artificiality, SEBI should ensure, have no place in the securities market of this country and 'market security' is our motto. People with power and money and in management of the companies, unfortunately often command more respect in our society than the subscribers and investors in their companies. Companies are thriving with investors' contributions but they are a divided lot. SEBI has, therefore, a duty to protect investors, individual and collective, against opportunistic behavior of Directors and Insiders of the listed companies so as to safeguard market's integrity. Print and Electronic Media have also a solemn duty not to mislead the public, who are present and prospective investors, in their forecast on the securities market. Of course, genuine and honest opinion on market position of a company has to be welcomed. But a media projection on company's position in the security market with a view to derive a benefit from a position in the securities would amount to market abuse, creating artificiality. SEBI has the duty and obligation to protect ordinary genuine investors and the SEBI is empowered to do so under the SEBI Act so as to make security market a secure and safe place to carry on the business in securities. Hon'ble Justice Shri. K. S. Radhakrishnan, Supreme Court of India in N. Narayana vs. Adjudicating Officer, SEBI (para 43, 2013) "A company may in many ways be likened to a human body. It has a brain and nerve centre which controls what it does. It also has hands which hold the tools and act in accordance with directions from the centre... (the) directors and managers represent the directing mind and will of the company and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such." Lord Denning in Bolton v Graham & Sons Limited 1957 "Courts would be shirking their responsibility of imparting justice by holding that the prosecution of a company was unsustainable merely on the ground that being a juristic person it could not be sent to jail. Companies have huge resources and finances at their command. In the course of their business, they may sometimes commit breach of the law and endanger others' lives. More than 4,000 people lost life and thousands of other suffered permanent impairment in Bhopal on account of the gross criminal act of a multinational corporation." Dissenting opinion of Hon'ble Justice Shri. G.P. Mathur in Velliapa Textiles Case (2003) INDIAN INSTITUTE OF CORPORATE AFFAIRS P 6-7-8, Sector 5, IMT Manesar, Distt Gurgaon, Haryana 122050. Tel: 0124 362282. Website: www.iica.in