You are on page 1of 11

CORPORATE GOVERNANCE IN INDIA: CONCEPT,

COURSE OF ACTION AND COMPLIANCE


Mr. Pradeep Kumar Gupta
Associate Lecturer, L M Thapar School of Management, Patiala

ISSN – 163
Year: February 2009 Volume 3, Issue 1/4

Abstract: While corporate governance may not state the economic prospects of developing countries, it
certainly takes part in shaping them. Good corporate governance is vital because of its role in attracting investors to
invest both in the domestic and in the international capital markets.

Investors primarily consider two variables before making investment decisions in the companies – the rate of return
on invested capital and the risk associated with the investment. Good corporate governance practices reduce this risk
by ensuring transparency, accountability, and enforceability in the capital marketplace. As a result, the investors
expect the Board and the Management in the companies to act in their best interests at all times so as to earn a risk
adjusted rate of return that is higher than the cost of capital.

Practices that the Board of Directors of a listed entity follows to fulfill the expectations of all stakeholders (i. e.
Shareholders, employees, creditors, customers, government, regulatory authorities and society at large) is called
corporate governance practices. While sound corporate governance practices ensure a company’s long-term success,
weak practices often lead to serious problems.

Key Words: Corporate, Good, Governance, Board, Management, Director, Stakeholder, Practices, Framework

INTRODUCTION underlying principles of corporate


governance revolve around three basic inter-
(1) Companies pool capital from a large related segments. These are:
investor base both in the domestic and in the
international capital markets. (2) In this ƒ Integrity and Fairness
context, investment is ultimately an act of ƒ Transparency and Disclosures
faith in the ability of a company’s ƒ Accountability and Responsibility
management. In order to manage the affairs
of a company and to act in the best interests (6) According to the Confederation of Indian
of all at all times, there must be a system Industry (CII), corporate governance deals
whereby the directors are entrusted with with laws, procedures, practices and implicit
responsibilities and duties in relation to the rules that determine the ability of the
direction of the company affairs. company to make managerial decisions vis-
à-vis its claimants – in particular, its
(3) Corporate governance is a system of shareholders, creditors, customers, the State
making Management accountable towards and employees.
the stakeholders for effective management
of the companies. (4) Corporate governance (7) Corporate governance mainly consists of
is also concerned with the morals, ethics, two elements i.e., A long-term relationship,
values, parameters, conduct and behaviour which has to deal with checks and balances,
of the company and its management. (5) The incentives of managers and communications
1
between Management and investors. The (10) In an open financial market, investors
second element is a transactional choose from a variety of investment
relationship involving matters relating to vehicles. The existence of a corporate
disclosure and authority. In other words, governance system is likely a part of this
'good corporate governance' is simply 'good decision-making process. In such a scenario,
business'. companies that are more open and
transparent, and thus well governed, are
(8) Practices that the Board of Directors of a more likely to raise capital successfully
listed entity follows to fulfill the because investors will have the information
expectations of all stakeholders (i. e. and confidence necessary for them to lend
Shareholders, employees, creditors, funds directly to such companies. Moreover,
customers, government, regulatory well-governed companies likely will obtain
authorities and society at large) is called capital more cheaply than companies that
corporate governance practices. have poor corporate governance practices
because investors will require a smaller “risk
NEED, IMPORTANCE AND premium” for investing in well-governed
OBJECTIVES OF CORPORATE companies.
GOVERNANCE
Thus, in an efficient capital market,
In order to overcome the under noted serious investors will invest in companies with
concerns within the business community, better corporate governance frameworks
there is a need to introduce a system of because of the lower risks and the likelihood
corporate governance that will ensure the of higher returns. Good corporate
transparency, integrity and accountability of governance practices also enable
Management including non-executive Management to allocate resources more
directors. efficiently, which increases the likelihood
(9) that investors will obtain a higher rate of
• Concentration of greater financial return on their investment. (11) Moreover,
power and authority in a lesser Good corporate governance practices
number of individuals, ensure:
• Violations of foreign exchange rules
and regulations, ƒ Adequate disclosures and effective
• Large scale diversion of funds to decision making to achieve corporate
associate companies and risky objectives;
ventures, ƒ Transparency in business
• Unfocussed business decisions transactions;
leading to losses, ƒ Statutory and legal compliances;
• Preferential allotment of shares to ƒ Protection of shareholder interests;
promoters at low prices, ƒ Commitment to values and ethical
• Exploited the weaknesses in the conduct of business.
Accounting Standards to inflate ƒ Long-term survival of the
profits and understate liabilities, companies.
• Frequent changes in Board
structures, (12) Corporate governance in a developing
country setting takes on additional
• Spinning off profitable business
importance. Good corporate governance is
operations to subsidiary companies,
vital because of its role in attracting foreign
and
investment. The extent of foreign
• Charging of royalty for use of brand
investment, in turn, shapes the prospects for
name by the parent company by
economic growth for many developing
leading companies.
countries. Generally developing countries
2
that have good corporate governance TESTS OF CORPORATE
structures consistently outperform GOVERNANCE
developing countries with poor corporate
governance structures. Moreover, corporate (16) Broadly, the test of corporate
governance can play a role in reducing governance should cover the following
corruption, and decreased corruption aspects:
significantly enhances a country’s • Whether the funds of the company
development prospects. Ultimately, the have been deployed for pursuing the
concept of corporate governance is not just main objects of the company as
one of those imported western luxuries; it is enshrined in the Memorandum?
a vital consideration to be enforced • Whether the funds acquired from
successfully. financial institutions and the capital
market have been utilized for the
(13) The aim of "Good Corporate purpose for which they were
Governance" is to ensure commitment of the intended?
board in managing the company in a • Whether the company has the core
transparent manner for maximizing long- competence to effectively manage its
term value of the company for its diversifications?
shareholders and all other partners. It • Whether there has been proper
integrates all the participants involved in a diversion of funds by way of loans
process, which is economic, and at the same and advances or investments to
time social. subsidiary?
• Whether the provisions of the
(14) The fundamental objective of corporate Companies Act, the Foreign
governance is to enhance shareholders' value Exchange Management Act, the
and protect the interests of other Factories Act and other statutes are
stakeholders by improving the corporate complied with in letter and in spirit?
performance and accountability. Hence it • Whether the practices adopted by the
harmonizes the need for a company to strike company and its Management
a balance at all times between the need to towards its shareholders, customers,
enhance shareholders' wealth whilst not in suppliers, employees and the society
any way being detrimental to the interests of at large are ethical and fair?
the other stakeholders in the company. • Whether the directors are provided
Further, its objective is to generate an with the information on the working
environment of trust and confidence of the company and whether the
amongst those having competing and institutional and non-executive
conflicting interests. directors play an active role in the
functioning of the companies?
(15) There is a global consensus about the
• Whether the internal controls in
objective of ‘good’ corporate governance:
place are effective?
maximizing long term shareholder value.
• Whether there is transparent
Since shareholders are residual claimants,
financial reporting and audit
this objective follows from a premise that, in
practices and the accounting
well performing capital market, whatever
practices adopted by the company
maximizes shareholder value must
are in accordance with Accounting
necessarily maximize corporate prosperity,
Standards of The Institute of
and best satisfy the claims of creditors,
Chartered Accountants of India
employees, customers, shareholders and the
(ICAI)?
State.

3
CONSTITUENTS OF CORPORATE GOVERNANCE

(17) The three key constituents of corporate governance are the Board of Directors or Board, the
Shareholders and the Management. These can further be detailed as:

• Role and Powers of Board • Board Meetings


• Composition of Board • Board Induction and Training
• Legislation • Monitoring the Board Performance
• Code of Conduct • Management Skills and
• Board Independence Environment
• Board Skills • Business and Community
• Role and Powers of Shareholders Obligations
• Board Appointments • Audit Committee
• Financial and Operational
Reporting
• Risk Management

FRAMEWORK OF CORPORATE GOVERNANCE (Refer Annexure)

(A) Organizational Framework: The latest revisions to Clause 49 became law on


organizational framework for corporate January 1, 2006 (SEBI, vide circular
governance initiatives in India consists of SEBI/CFD/DIL/CG/1/2006/13/1 dated 13th
the Ministry of Corporate Affairs (MCA), January, 2006). The main provisions of
the Confederation of Indian Industry (CII) Clause 49 as inserted vide SEBI F.No.
and the Securities and Exchange Board of SMDRP/Policy Cir 10/2000 dated
India (SEBI). 21.02.2000 in the Listing Agreement of
Stock Exchange are:
(18) In 1998, the Confederation of Indian I. Board of Directors;
Industry (CII), "India's premier business II. Audit Committee;
association," unveiled India's first code of III. Remuneration of Directors;
corporate governance. However, since the IV. Board Procedure;
Code's adoption was voluntary, few firms V. Management;
embraced it. Soon after, SEBI appointed the VI. Shareholders;
Kumar Mangalam Birla Committee to VII. Report on Corporate Governance;
fashion a code of corporate governance. In and
2000, SEBI accepted the recommendations VIII. Compliance Certification
of the Kumar Mangalam Birla Committee
and introduced Clause 49 into the Listing (19) The Ministry of Corporate Affairs
Agreement of Stock Exchanges. Clause 49 (MCA) had appointed a Naresh Chandra
outlines requirements vis-a-vis corporate Committee on Corporate Audit and
governance in exchange-traded companies. Governance in 2002 in order to examine
In 2003, SEBI instituted the N.R. Narayan various corporate governance issues. It made
Murthy Committee to scrutinize India's recommendations in two key aspects of
corporate-governance framework further corporate governance: financial and non-
and to make additional recommendations to financial disclosures: and independent
enhance its effectiveness. SEBI has since auditing and board oversight of
incorporated the recommendations of the management.
N.R. Narayan Murthy Committee, and the
4
(20) The Ministry of Corporate Affairs amended, from time to time, to bring more
(MCA) had also set up a National transparency and accountability in the
Foundation for Corporate Governance provisions of corporate governance. That is,
(NFCG) in association with the CII, ICAI corporate laws have been simplified so that
and ICSI as a not-for-profit trust to provide a they are amenable to clear interpretation and
platform to deliberate on issues relating to provide a framework that would facilitate
good corporate governance, to sensitize faster economic growth.
corporate leaders on the importance of good
corporate governance practices as well as to The Companies Act, 1956 is the central
facilitate exchange of experiences and ideas legislation in India that empowers the
amongst corporate leaders, policy makers, Central Government to regulate the
regulators, law enforcing agencies and non- formation, financing, functioning and
government organizations. The foundation winding up of companies. The Companies
has been set up with the mission to: Act, 1956 has elaborate provisions relating
1. Foster a culture for promoting good to the Governance of Companies, which
governance, voluntary compliance and deals with management and administration
facilitate effective of companies. It contains special provisions
participation of different stakeholders; with respect to the accounts and audit,
2. Create a framework of best practices, directors remuneration, other financial and
structure, processes and ethics; and non-financial disclosures, corporate
3. Make significant difference to Indian democracy, prevention of mismanagement,
corporate sector by raising the standard etc. The main two Sections of this Act
of corporate related to the corporate governance are
governance in India towards achieving Section 292A and Section 211.
stability and growth.
• Section 292A: (22) The concept of
(B) Legal Framework: (21) An effective Corporate Governance receives
legal framework is indispensable for the statutory recognition, with the
proper and sustained growth of the insertion of Section 292A in the
company. In rapidly changing national and Companies Act, 1956 with an
global business environment, it has become amendment made to it through the
necessary that regulation of corporate Companies (Amendment) Act 2000.
entities is in tune with the emerging The New Section 292A made it
economic trends, encourage good corporate obligatory upon a public company
governance and enable protection of the having a paid-up capital of Rs. 5
interests of the investors and other crores or more to have an audit
stakeholders. The Legal framework for committee comprising at least three
corporate governance consists of the directors as members. Two-thirds of
Company Laws and the SEBI Laws. the total number shall be non-
executive directors.
Company Laws: The Ministry of Corporate • Section 211: (23) As per this
Affairs (MCA) is the main authority for Section, every Profit and loss
regulating and promoting efficient, account and Balance sheet of the
transparent and accountable form of company shall comply with the
corporate governance in the Indian corporate Accounting Standards, issued by the
sector. The important legislations governed Institute of Chartered Accountants of
by MCA for regulating the entire corporate India as may be prescribed by the
structure and for dealing with various Central Government in consultation
aspects of governance in companies are with National Advisory Committee
Companies Act, 1956 and Companies Bill, on Accounting Standards, and the
2004. These laws have been introduced and Statutory auditors of every company
5
are required to report whether the practices in the country and further improve
Accounting Standards have been these practices. It is implementing and
complied with or not. The Securities maintaining the standards of corporate
Exchange Board of India (SEBI) has governance through the use of its legal and
added a new clause in the Listing regulatory framework, namely, The
Agreement to provide that listed Securities Contracts (Regulation) Act, 1956,
enterprises shall compulsory comply Securities and Exchange Board of India Act,
with all the Accounting Standards 1992 and the Depositories Act, 1996.
issued by ICAI from time to time.
REASONS FOR CORPORATE
(24) The Companies Bill 2004 has been GOVERNANCE FAILURES
introduced to provide the comprehensive
review of the company law. It contained (26) If the Board is in awe of the family
important provisions relating to corporate executive, it makes it difficult for the Board
governance, like, independence of auditors, sometimes to ask tough questions or at other
relationship of auditors with the times the right questions at the right time in
management of company, independent order to serve the interests of the
directors with a view to improve the shareholders better. As a result truly
corporate governance practices in the independent directors are rarely found in
corporate sector. It is subjected to greater Indian companies.
flexibility and self-regulation by companies,
better financial and non-financial (27) Serving on multiple boards is
disclosures, more efficient enforcement of problematic because doing so can
law, etc. This amendment to the Companies overburden directors, thus hampering their
Act 1956 mainly focused on reforming the performance, and increase the potential for
audit process and the board of directors. It directors to experience conflicts of interest
mainly aimed at :- (i) laying down the between the various corporations they serve.
process of appointment and qualification of (28) It is admitted that contribution of the
auditors, (ii) prohibiting non-audit services independent directors is limited because the
by the auditors; (iii) prescribing compulsory average time spent in Board meetings by
rotation, at least of the Audit Partner; (iv) these directors is barely 14 to 16 hours in a
requiring certification of annual audited year.
accounts by both CEO and CFO; etc. For
reforming the boards, the bill included that In some cases, it has been found that no
remuneration of non-executive directors can proper training and orientation regarding the
be fixed only by shareholders and must be awareness of rights, responsibilities, duties
disclosed. A limit on the amount which can and liabilities of the directors is provided to
be paid would also be laid down. It is also an individual before appointing him/her as a
envisaged that the directors should be director in the Board. (29) Also there is
imparted suitable training. However, among unseen but the active participation of
others, an independent director should not political class.
have substantial pecuniary interest in the
company’s shares. (30) The directors on the board are largely
reliant on information from the
SEBI Laws: (25) Improved corporate management and auditors, with their
governance is the key objective of the capacity to independently verify financial
regulatory framework in the securities information being quite limited, while
market. Accordingly, Securities and auditors, as this case suggests, have also
Exchange Board of India (SEBI) has made been equally reliant on management
several efforts with a view to evaluate the information. The relevant issue here is the
adequacy of existing corporate governance extent and the depth of auditors’ effort in
6
their exercise of due diligence. Excessive constitute a panel of auditors to review the
reliance on information from the financial statement of all BSE Sensex and
management is symptomatic of the NSE Nifty companies. Also there is no
ownership or control of companies in India statutory compliance for the companies to
by business families, and that poses a obtain a report on Corporate Governance
particular challenge for corporate Rating by the Credit Rating Agencies in
governance in India. India.

(31) The greatest drawback of financial REQUIREMENTS TO STRENGTHEN


disclosures in India is the absence of CORPORATE GOVERNANCE
detailed reporting on related party
transactions. In addition, poor quality of ƒ To promote or to increase awareness
consolidated accounting and segment among entrepreneurs adoption of
reporting leads to misrepresentation of the good corporate governance practices,
true picture of a business group. which are the integral element for
doing and managing business.
(32) Although India's investor-protection ƒ To ensure the quality of audit that is
laws are sophisticated, litigants must wait a at the root of effective corporate
long time before receiving a judgment. (33) governance by making the Auditor
Delays in the delivery of verdicts, high accountable for the disclosure of
costs of litigation and the lengthy judicial financial information.
appointment process in courts make the ƒ To make the Board of Directors as
legal enforcement mechanism ineffective. well as the CEOs and CFOs
(34) According to the OECD, “the accountable for the discharge of their
credibility and utility of a corporate duties with the proper use of their
governance framework rest on its rights within the powers.
enforceability.” ƒ To form an appropriate system in
order to check the Directors
(35) In India, the two audit-related issues independence in the board and to
which are commonly recognized are that of monitor the work of Audit firms.
auditor independence (which is a problem ƒ To pay special attention in the
worldwide) because of the large if quality and effectiveness of the legal,
segmented market in accounting services, administrative and regulatory
and the perceived powerlessness of auditors framework.
in the face of corporate pressure. In many ƒ To increase the shareholder activism
cases, they are ill-equipped to handle the i.e. the exercise and enforcement of
needs of large companies, because in the rights by minority shareholders with
face of an audit failure, it is very difficult to the objective of enhancing
discern whether the auditors were shareholder value over the long term
complacent or they were pressurized by the (37).
concerted efforts of the insiders. ƒ To infuse India’s Business Culture
with a “Spirit of Corporate
There is no proper system to monitor the Governance” in order to maintain
work of audit firms or to review the sustainable and effective corporate
accounts prepared by the company’s governance (38).
statutory auditors. However, (36) in the ƒ To implement more robust
aftermath of the Satyam case, the SEBI has Bankruptcy Laws which are a key
decided to introduce a peer review component of any corporate
mechanism to review the accounts prepared governance system (39).
by a company’s statutory auditor. In ƒ To eliminate “Regulatory Arbitrage”
addition, the SEBI has also decided to i.e. to establish a clear mandate for
7
each regulatory Authority for the enforcing tax reforms coupled with
enforcement of Clause 49 of the deregulation and competition; etc. but we
Listing Agreement, thereby cannot eliminate the possibility of frauds
improving India’s corporate and scams as seen in the recent Satyam case.
governance enforcement mechanism
(40). (43) Scams are an integral part of corporate
ƒ To resolve the conflict between the history. They come to light only when the
dominant shareholders and the going gets rough. Only when the tide goes
minority shareholders by improving out we see all those swimming naked. Such
the rights of minority shareholders. scams are an opportunity for self-renewal;
ƒ To make a statutory compliance for neither self-denial nor blame game. The
the listed companies to compulsorily frequency and scale of such scams has been
obtain a report on Corporate far more in the West than in India. We need
Governance Rating (CGR) from a to take such types of scams as an
Credit Rating Agency in India. opportunity in future for overhauling the
system of corporate governance in India.
FUTURE PROSPECTS FOR
CORPORATE GOVERNANCE CONCLUSION

To highlight the frauds and irregularities in (44) Good corporate governance may not
the corporate sector (41) the issues of be the engine of economic growth, but it is
governance, accountability and essential for the proper functioning of the
transparency in the affairs of the company, engine. (45) The investors both National
as well as about the rights of shareholders and International would be loyal to invest
and role of Board of Directors have never in the Indian companies if they follow all
been as prominent as it is today. With the the standards of corporate governance
integration of Indian economy with global practices. (46) Further, to nurture and
markets, industrialists and corporations in strengthen this loyalty, our companies need
the country are being increasingly asked to to give clear-cut signal that the words “your
adopt better and transparent corporate company” have real meaning. That requires
practices. The degree to which corporations well functioning Board, greater disclosure,
observe basic principles of good corporate better management practices, and a more
governance is an increasingly important open, interactive and dynamic corporate
factor for taking key investment decisions. governance environment. Quite simply,
If companies are to reap the full benefits of share holders’ and creditors’ support are
the global capital market, capture efficiency vital for the survival, growth and
gains, benefit by economies of scale and competitiveness of India’s companies.
attract long term capital, adoption of
corporate governance standards must be (47) Effectiveness of corporate governance
credible, consistent, coherent and inspiring. system cannot merely be legislated by law
neither can any system of corporate
(42) Hence, in the years to come, corporate governance be static. As competition
governance will become more relevant and a increases, the environment in which
more acceptable practice worldwide. This is companies operate also changes and in such
easily evident from the various activities a dynamic environment the systems of
undertaken by many companies in framing corporate governance also need to evolve.
and enforcing codes of conduct and honest Failure to implement good governance
business practices; following more stringent procedures has a cost in terms of a
norms for financial and non-financial significant risk premium when competing
disclosures, as mandated by law; accepting for scarce capital in today's public markets.
higher and appropriate accounting standards; Thus, the essence of corporate governance
8
is in promoting and maintaining integrity, the effectiveness and the utility of good
transparency and accountability in the corporate governance practices rest on its
management of the company as well as in enforceability. Ultimately, good corporate
manifestation of the values, principles and governance practices in India will be
policies of a corporation. In order to make shaped by our administrative and regulatory
an honest and objective assessment on authorities like SEBI, MCA, etc. by
corporate governance practices we do need implementing transparent and effective
more laws but better enforcement because corporate governance laws.
Annexure
FRAMEWORK OF CORPORATE GOVERNANCE
Corporate Governance Framework

Organizational Framework Legal Framework

Ministry of Corporate SEBI* Confederation Company Laws SEBI Laws


affairs (MCA) of Indian Industry (CII)
Recommendations
(1997-98)

Companies Act, 1956 Companies Bill, 2004

Section 292A Section 211


(Setting up an (Statutory Compliance of
Audit Committee) Accounting Standards)

Kumar Manglam N R Narayan


Birla Committee Murthy Committee
Report (2000-01) Report (2003)
(Listing Agreement) (Amended Clause 49)
Clause 49

Securities SEBI Depositories


Naresh Chandra National Foundation Contracts ACT,
for Corporate Act, 1996
Committee Report on (Regulation) 1992
Corporate Audit and Governance (NFCG) Act, 1956
Governance 2002 (association with CII,
ICAI, ICSI)
* Securities Exchange Board of India.
9
1. India_MurthyCTee_Febo3, Report of the SEBI Committee on Corporate
Governance, Feb 08, 2003.
2. India_MurthyCTee_Febo3, Report of the SEBI Committee on Corporate
Governance, Feb 08, 2003.
3. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
4. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
5. www.business.gov.in/corporate_governance
6. Desirable Code for Corporate Governance recommended by the
Confederation of Indian Industry (CII), www.ciionline.org
7. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
8. FAQs on corporate governance, National Stock Exchange of India Ltd.,
www.nseindia.com
9. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
10. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
11. www.business.gov.in/corporate_governance
12. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
13. www.business.gov.in/corporate_governance
14. www.business.gov.in/corporate_governance
15. Desirable Code for Corporate Governance recommended by the
Confederation of Indian Industry (CII), www.ciionline.org
16. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
17. www.business.gov.in/corporate_governance
18. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
19. www.business.gov.in/corporate_governance
20. www.business.gov.in/corporate_governance
21. www.business.gov.in/corporate_governance
22. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
23. Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
24. www.business.gov.in/corporate_governance
25. www.business.gov.in/corporate_governance
26. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
27. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
28. Press Release published on IndiaPRwire.com by IndiaPRwire Pvt. Ltd. dtd.
19-01-09.
29. Press Release published on IndiaPRwire.com by IndiaPRwire Pvt. Ltd. dtd.
19-01-09.
30. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
31. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
32. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
33. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
10
34. OECD: ORGANISATION FOR ECONOMIC CO-OPERATION AND
DEVELOPMENT, WHITE PAPER ON CORPORATE GOVERNANCE IN
ASIA 5 (2003), http://www.oecd.org/dataoecd
35. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
36. D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock
market capitalization and corporate Governance’, www.oup.com
37. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
38. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
39. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
40. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
41. www.business.gov.in/corporate_governance
42. www.business.gov.in/corporate_governance
43. Press Release published on IndiaPRwire.com by IndiaPRwire Pvt. Ltd. dtd.
19-01-09.
44. Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st
May, 2007.
45. Desirable Code for Corporate Governance recommended by the
Confederation of Indian Industry (CII), www.ciionline.org
46. Desirable Code for Corporate Governance recommended by the
Confederation of Indian Industry (CII), www.ciionline.org
47. www.business.gov.in/corporate_governance

Bibliography
• www.business.gov.in/corporate_governance
• Bhat & Varun, publication of Iowa Law Review, University of Iowa dated 1st May,
2007.
• Desirable Code for Corporate Governance recommended by the Confederation of
Indian Industry (CII), www.ciionline.org
• Press Release published on IndiaPRwire.com by IndiaPRwire Pvt. Ltd. dtd. 19-01-09.
• D. Murali, Excerpts from the interview with Ms. Lalita Som, Author ‘Stock market
capitalization and corporate Governance’, www.oup.com
• OECD: ORGANISATION FOR ECONOMIC CO-OPERATION AND
DEVELOPMENT, WHITE PAPER ON CORPORATE GOVERNANCE IN ASIA 5
(2003), http://www.oecd.org/dataoecd
• Ravi M. Kishore, Taxmann’s Advanced Accounting, 2nd edition 2007.
• FAQs on corporate governance, National Stock Exchange of India Ltd.,
www.nseindia.com
• India_Murthy CTee_Febo3, Report of the SEBI Committee on Corporate
Governance, Feb 08, 2008

11