CHAPTER 57
INDIAN CORPORATE GOVERNANCE: COMPLIANCE VERSUS VALUE ADDITION
57.1 BACKGROUND
57.2 COMPANIES ACT OF 1956
57.3 MINISTRY OF COMPANY AFFAIRS
57.4 SECURITIES AND CONTRACTS (REGULATION) ACT OF 1956
57.5 SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) ACT OF 1992
57.6 DEPOSITORIES ACT OF 1996
57.7 ACCOUNTING STANDARDS
57.8 LISTING AGREEMENT OF THE SEBI 2000
57.9 GENESIS OF CLAUSE 49
57.10 MANDATORY REQUIREMENTS
(a) Clause 49(I)(A): Board Composition
(b) Clause 49(I)(B): Compensation of Nonexecutive Directors and Disclosures
(c) Clause 49(I)(C): Board Committees
(d) Board Meetings
(e) Clause 49(I)(D): Code of Conduct
(f) Clause 49(II): Audit Committee
(g) Disclosures
(h) Clause 49(V): Certification by CEO/CFO
(i) Clause 49(VI)
(i) Report on Corporate Governance
(ii) Evaluation
REFERENCES
57.1 BACKGROUND
The context factors characterizing the Indian practice of corporate governance are, among others: evolving public policy on control and regulation of Indian industry; the setting up of regulatory authorities for the banking, insurance, and financial markets; establishment of Competition Commission of India (which seeks to subsume the earlier Monopolies and Restrictive Trade Practices (MRTP) and the Board of Industrial and Financial Reconstructions (BIFR) acts); specific amendments to the Companies Act 1956 introduced in 2003; the lack of shareholder activism; significant number of closely held companies; the relative lack of single minority ...
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