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Report on Corporate Governance   
Reports on Corporate Governance
Hard  Back Book + CD-ROM :   Pages : 439
2003  Edition         :   ISBN - 81-7188-335-4
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The concept of corporate governance has been attracting public attention for quite some time in India. The topic is no longer confined to the halls of academia and is increasingly finding acceptance for its relevance and underlying importance in the industry and capital markets. Progressive firms in India have voluntarily put in place systems of good corporate governance. Internationally also this concept has been accepted for a long time and the financial crisis in emerging markets has led to renewed discussions and inevitably focussed them on the lack of corporate as well as governmental oversight.

Strong corporate governance is indispensable to resilient and vibrant capital markets and is an important instrument of investor protection.

Internationally, a growing school of influential thinkers advocate that corporate governance measures should be more by self discipline and market forces, rather than by legislation and regulation. This, of course, is unexceptionable and deserves full support. Although India has been fortunate in not having to go through the pains of massive corporate failures such as Enron and WorldCom, it has not been found wanting in its desire to further improve corporate governance standards.

In view of the increasing realisation of the importance of Corporate Governance, Academic Foundation has brought together following eight important reports on the subject and also the Sarbanes Oxley Act 2002.

  1. Report of the Committee on Regulation of Private Companies and Partnership (Naresh Chandra Committee-II, July, 2003).

  2. The Report of the SEBI Committee on Corporate Governance
    (Feb. 8, 2003).

  3. Report of the Naresh Chandra Committee on Corporate Audit and Governance (Dec. 23, 2002).

  4. Report of the Consultative Group of Directors of Banks/Financial Institutions (April 2002).

  5. Report of the Advisory Group on Corporate Governance: Standing Committee on International Financial Standards and Codes
    ( March 24, 2001).

  6. Report of the Task Force on Corporate Excellence through Governance (Nov. 20, 2000).

  7. Report of the SEBI Committee on Corporate Governance
    (Chairman : Kumar Mangalam Birla), May 7, 1999.

  8. Desirable Corporate Governance: A Code (April, 1998).

  9. Sarbanes Oxley Act, 2002.

The present volume comprises all the above mentioned important reports and in full text. Additionally, it carries an editorial introduction that gives brief intoduction about all the reports.

Needless to say, this publication (Book plus CDROM) shall be among the foremost reference sources on the subject of Corporate Governance.


Report of the Committee on Regulation of
Private Companies and Partnership
Naresh Chandra Committee-II
(Ministry of Finance & Company Affairs)
July 8, 2003

  • Executive Summary

  • Chapter-1 : Introduction

  • Chapter-2 : Private Companies

  • Chapter-3 : Limited Liability Partnerships

  • Chapter-4 : The Indian Partnership Act, 1932

  • Chapter-5 : Other Recommendations

  • Acknowledgements

  • Annex-1 : Composition of and Terms of Reference to the Committee

  • Annex-2 : Individuals/Institutions heard by the Committee

  • Annex-3 : List of Exemptions Available to Private Limited Companies

  • Annex-4 : List of Documents Submitted to/Considered by the Committee

  • Annex-5 : Copy of Letter from Secretary, DCA

  • Annex-6 : An illustrative news item quoting Warren Buffett

  • Annex-7 : Judgment in the Case of Homi Phiroze Ranina Vs. The
    State of Maharashtra

  • Annex-8 : Extracts from Part II of Schedule VI to the Companies
    Act, 1956

  • Annex-9 : Interim Recommendations made to Government

(Securities and Exchange Board of India)
February 8, 2003


  1. Introduction
    1.1 The need for corporate governance
    1.2 The Kumarmangalam Birla Committee on Corporate Governance
    1.3 Financial reporting and disclosures
    1.4 Implementation of corporate governance requirements
    1.5 Compliance with the Code and SEBI’s experience
    1.6 Rationale for a review of the Code

  2. The Committee, Terms of Reference and Approach
    2.1 Constitution of the Committee
    2.2 Terms of Reference
    2.3 Approach

  3. Key Issues Discussed and Recommendations
    3.1 Background
    3.2 Audit Committees
    3.3 Audit Reports and Audit Qualifications
    3.4 Related Party Transactions
    3.5 Risk Management
    3.6 Proceeds from Initial Public Offerings (“IPO”)
    3.7 Code of Conduct
    3.8 Nominee directors
    3.9 Non-Executive Director Compensation
    3.10 Independent Directors
    3.11 Whistle Blower Policy
    3.12 Subsidiary Companies
    3.13 Real Time Disclosures
    3.14 Evaluation of Board Performance
    3.15 Analyst Reports

  4. Recommendations of the Naresh Chandra Committee
    4.1 Background
    4.2 Disclosure of Contingent Liabilities (Section 2.5 of Naresh Chandra
         Committee Report)
    4.3 CEO / CFO Certification (Section 2.10 of Naresh Chandra Committee
    4.4 Definition of Independent Director (Section 4.1 of Naresh Chandra
         Committee Report)
    4.5 Independence of Audit Committee (Section 4.7 of Naresh Chandra
         Committee Report)

  5. Other Suggestions and the Committee’s Response
    5.1 Background
    5.2 Harmonization
    5.3 Removal of Independent Directors
    5.4 Disgorgement of Profits
    5.5 Term of Office of Non-Executive Directors
    5.6 Corporate Governance Ratings
    5.7 Media Scrutiny

  6. Implementation and Way Forward

    End Note

    Annexure – 1 : Information to be placed before board of directors

    Annexure – 2 : Suggested List of Items to be included in the Report on
              Corporate Governance in the Annual Report of Companies
    Annexure – 3

(Ministry of Finance & Company Affairs)
December 23, 2002.

  • Executive Summary

  • Introduction

  • The Auditor – Company Relationship

  • Auditing the Auditors

  • Independent Directors: Role, Remuneration and Training

  • Other Recommendations

  • Acknowledgements

  • Appendix 1: Composition of and Terms of Reference to the Committee

  • Appendix 2: Individuals/Institutions heard by the Committee

  • Appendix 3: Summary of Sarbanes-Oxley Act of 2002

  • Appendix 4: List of Documents submitted to/considered by the Committee

  • List of Abbreviations

Report of the Consultative Group of Directors
of Banks/ Financial Institutions: Ganguly Committee Report
Reserve Bank of India
April , 2002.

  • Executive Summary

  • Chapter 1 Introduction.

  • Chapter 2 Existing Practices and Legal Framework.

  • Chapter 3 Approach of the Group.

  • Chapter 4 Observations and recommendations of the Group.

  • Annexure 1 - Constitution of the Group.

  • Annexure 2 - Format of Questionnaire for independent / non-executive directors.

  • Annexure 3 - Form of Deed of Covenants with a director.

  • Appendix 1 - List of individuals/organisations making presentation before the Group.

  • Appendix 2 - List of persons /banks consulted by the Group for views/ suggestions.

Report of the Advisory Group on Corporate Governance: Standing Committee on International
Financial Standards and Codes
(Reserve Bank of India)
March 24, 2001

  • Executive Summary
        Strengthen Companies Act
         Role of Independent Directors
         Public Sectors Units & Banks
  • Introduction
  • PART I : Issues in corporate Governance
         Search for Universal Standards
         International Standards & India
         Convergence of Standards
         National Initiatives
         Different Governance Models

         Corporate Governance in India
         Good Governance Mechanism
  • PART II : The OECD Principles
        1. Rights of Shareholders
            (a) Market for Take-overs
            (b) Role of Institutional Investors
        2. Equitable Treatment of Shareholders
            (a) Voting by the Custodians
            (b) Hassles in Voting
            (c) Insider trading
            (d) Disclosures by Directors
        3. The Role of Stakeholders
        4. Disclosures & Transparency
             Financial health
             Company objectives
             Major share ownership & voting rights
             Risk Factors
             Quality of Financial Reporting
        5. Responsibilities of the Board
             Restructuring of Board
             Audit Committee
             Appointment Committee
             Remuneration Committee
             Investment Committee
             Nature of Board Supervision
  • Part III: Corporate Governance in Government Owned Entities
        (a) Corporate Governance in PSUs
        (b) Corporate Governance in Banks & DFIs
        Independent Professional Directors
        Remuneration Levels
  • Part IV: Prioritisation and Phasing
        Prioritising of Actions
        Phasing & Time Frame
  • Annexure - I: Corporate Governence in India: Current Status & Recommendations
  • Annexure - II: Constitution of Advisory Group on Corporate Governance
Report of the Task Force on Corporate
Excellence through Governance
(Department of Company Affairs)
November 20, 2000
  • Foreword by Chairman Dr. P. L. Sanjeev Reddy

  • Order regarding constitution of the Study Group

  • Order regarding constitution of Task Force

  • Prefatory Note by Mr. S. Rajagopalan

  • Executive Summary.

  • Part I : Corporate Governance in India: A Status Report

  • Part II: Best Practices in Corporate Governance: An Indian and International Position Review

  • Part III: Corporate Citizenship & Social Responsiveness

  • Part IV: Legislation, Regulation and Voluntary Initiatives: Recommendations Relating to Corporate Governance Matters

  • Part V: Proposal for setting up a Centre for Corporate Excellence

  • Appendix: I Brief Review of Overseas Developments on Governance Issues

Report of the Committee (Kumar Mangalam Birla)
on Corporate Governance
Securities and Exchange Board of India
May 07, 1999.
  • Preface

  • The Constitution of the Committee and the Setting for the Report

  • The Recommendations of the Committee

  • Corporate Governance – The Objective

  • Applicability of the Recommendations

  • Mandatory and non mandatory recommendations

  • Applicability

  • Schedule of implementation

  • Board of Directors

  • Composition of the Board of Directors

  • Independent directors and the definition of independence

  • Nominee Directors

  • Chairman of the Board

  • Audit Committee

  • Composition

  • Frequency of meetings and quorum

  • Powers of the audit committee

  • Functions of the Audit Committee

  • Remuneration Committee of the Board

  • Composition, Quorum etc. of the Remuneration Committee

  • Disclosures of Remuneration Package

  • Board Procedures

  • Accounting Standards and Financial Reporting

  • Consolidation of Accounts of subsidiaries

  • Management

  • Functions of the Management

  • Shareholders

  • Responsibilities of Shareholders

  • Shareholders’ Rights

  • Institutional Shareholders

  • Manner of Implementation

  • End Note

  • Annexure 1 : Names of the Members of the committee

  • Annexure 2 : Information to be placed before board of directors

  • Annexure 3 : Post Ballot System.

  • Annexure 4 : Suggested List of Items to be included in the Report on Corporate Governance in the Annual Report of Companies

Desirable Corporate Governance: A Code
Confederation of Indian Industry
April 1998.

  • Foreword

  • A Minimal Definition

  • Board of Directors

  • Desirable Disclosure

            Non-Financial disclosures recommended
            by the Working Group on the Companies Act

            Financial disclosures recommended by the
            Working Group on the Companies Act

  • Capital Market Issues

  • Creditors’ Rights

  • On FIs and Nominee Directors

  • Concluding Remarks

Sarbanes - Oxley Act of 2002
January 23, 2002.

          Sec. 1. Short title; table of contents.
          Sec. 2. Definitions.
          Sec. 3. Commission rules and enforcement.
          Sec. 101. Establishment; administrative provisions.
          Sec. 102. Registration with the Board.
          Sec. 103. Auditing, quality control, and independence standards and
          Sec. 104. Inspections of registered public accounting firms.
          Sec. 105. Investigations and disciplinary proceedings.
          Sec. 106. Foreign public accounting firms.
          Sec. 107. Commission oversight of the Board.
          Sec. 108. Accounting standards.
          Sec. 109. Funding.
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