Corporate Governance in India
Corporate governance is the matter which involves a set of rules, principles,
ethics, values, regulations, and procedures. Corporate governance Sets up a
system of where directors and directors are entrusted with duties and
responsibilities in relation to the direction of company matters. For effective
corporate governance, its policies need to be such that the directors of the
company should not abuse their power and instead should understand their duties
and responsibilities towards the company and should act in the best interests of
the company in the broadest sense.
The concept of corporate governance is not
an end; it is just a beginning towards growth of company for long term
prosperity. In this article we will learn about the History pf corporate
governance and then we will talk about evolution of corporate and all governing
bodies which have legal authority towards corporate governance and case law
finally It ends with a conclusion.
History
Emergence of corporate governance happened in India after mid 1996 when economic
liberalization and deregulation of business and industries came into picture.
Concept of corporate governance India exists from a long back also can be said
as Arthshastra . Earlier instead of CEO India kings and subjects used to exist
but now are replaced with shareholders but still principles still are the same.
After independence, there was interest among industrialists and Businessmen for
production of a lot of necessary products for which the Government directed and
recited fair prices. This was the point at which the Bureau of Industrial costs
and prices and Tariff Commissions were set up by the Government. Industries
(Development and Regulation) Act and corporations Act were introduced into the
system in 1950. 1960s was a time of setting up of big industries in addition to
the existing routine affairs. The period between 1970 to mid-1980 was a time of
cost, volume, and profit examination, as a vital piece of the cost accounting
activities.
Reformation To Corporate Governance
First phase of India's corporate Governance reform 1996-2008
The initial or first phase of India's corporate governance reform aimed at
making Boards and Audit committees much more transparent and Independent, they
aimed at building more focused and powerful supervisors of management they were
also aiding shareholders which includes both foreign and institutional
shareholders. Efforts of this reform were channeled in number of different paths
under Securities and exchange board of India (SEBI) and Ministry of corporate
affairs (MCA)
CII-1996
In 1996, CII took up the very first initiative in the Indian industry and made
an essential step towards corporate governance. The basic aim was regarding
promotion and development of a code of companies, irrespective of whether it is
a public sector or private sectors, financial institutions, or all corporate
entities.
The initiative taken by CII addressed the public concern regarding the
security of interest and concern of investors which includes especially small
investors, the promotion of transparency within business and industry, it was
required for the as it was necessary to procced towards International standards
of disclosure information by corporate bodies. Through this way a confidence
will be developed in business and industry. Final draft of code was introduced
in April,1998.
Report of Committee on Corporate governance
Renowned Industrialist, Mr. Kumar Mangalam Birla was appointed by SEBI to
provide an aspect towards a concern of insider trading to secure the rights of
our investors. The companies were asked to show their annual report separately,
A report on corporate governance mentioning the steps taken to comply with the
recommendations of the committee. The objection was to allow the shareholders to
know in which company they have invested and stand with the initiative that are
taken to ensure robust corporate governance.
Clause-49
There was realization about the importance of auditing body to the committee and
many specific suggestions were made related to constitution and board Audit
committees. These rules and regulations were mentioned in Clause 49, new
section of the listing agreement which came into force in phases of 2000 and
2003.
Report of the consultive group of directors of banks April 2001
Reserve bank of India constituted the corporate governance of directors of banks
and financial institutions to review the supervisory roles played by the board
of banks and financial institutions and to get a feedback on activities of the
board that is regarding compliance, disclosure, transparency, and audit
committee etc. Also provide with ways for making the role of board of directors
much more of effective with a perspective to reduce the risks.
Report of the committee on corporate Audit and governance committee- December
2002
The committee took the responsibility to analyze and suggest some changes like
statutory Auditor, company relationship, appointment of auditor and audit fee
measures to ensure that management and companies put forth a true and fair
statement of financial affairs of the company.
SEBI report on corporate governance ( N.R Narayan Murthy) Feb-2003
In order to improve governance standards, SEBI introduced a Committee to analyze
the role of Independent directors, risk management, director compensation, code
of conduct and financial disclosure
.
Clause 49- Amendment: Murthy Committee
In 2004, After Murthy Committee's recommendations in accordance to that SEBI
brought about changes in Clause 49
Second stage of corporate governance � Post satyam scam
India's corporate community got a shock after, Jan 2009 with damaging
revelations about colossal fraud and board failures in the financials of satyam
.it can also be considered as satyam scam worked as a catalyst for Government
of India to improve corporate governance, accountability, disclosures, and
enforcement mechanisms. Industry reacted shortly after information of the
scandal broke, the CII began investigating the corporate governance issues
arising out of the Satyam scandal. corporate governance and Ethics Committees
were formed by industry groups to study the impact and lessons of the scandal.
Legal framework on corporate governance
The Companies Act, 2013- It describes about the laws of provisions concerning
the constitution of the board, board meeting, board processes, Audit committee,
general meetings, party transactions, disclosure requirements in the financial
statements etc.
SEBI Guidelines: SEBI can be considered as governing body which has the power
and carries jurisdiction over the listed companies and issues regulations, rules
and regulation to ensure safety of the investors
Standard listing agreements of stock exchange it is made for those companies
whose shares are listed in the stock exchanges.
Accounting standards issued by the institute of chartered accountants of India (ICAI)-
ICAI ca be said an independent body, which provides accounting standards
mentioning guidelines about the disclosure of financial information. If we talk
about new companies Act, 2013 Section 129 provides that the financial statements
would give a fair view of the situation of the companies, following the
accounting standards given under Section 133 of the Companies Act, 2013. It is
further given that the things contained in such financial statements should be
following the accounting standards.
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
-ICSI can also be considered as independent body, which carries secretarial
standards according to the terms of conditions in the new companies Act ICSI has
issued secretarial standards on Meetings of the Board of Directors (SS-1) and
secretarial standards on General Meetings (SS-2). Given secretarial standards
have come into force from 1-7-2015. Companies Act, 2013, Section 118(10)
provides that every company (other than one person company) shall observe
secretarial standards specified as such by the ICSI with respect to general and
Board meetings.
It was the role of the Board in hurriedly giving a clean chit to its CEO without
the results of an independent investigation released within the property right
in an apparent case of alleged nepotism, and its refusal to require any
questions on the matter.
Case Laws
ICICI Bank Scam Case
It was the role of the Board in hurriedly giving a clean chit to its CEO without
the results of an independent investigation released within the property right
in an apparent case of alleged nepotism, and its refusal to take any questions
on the matter.
Conclusion
As we discussed in this Article regarding Evolution of Corporate governance in
over years since independence and India have always improving in corporate
governance and the organizational framework initiates in India consists of
Ministry of corporate affairs (MCA) and securities and exchange board of India (SEBI)
regulated the corporate governance under clause 49, further we hope to see more
transparency in corporate laws and company laws.
Law Article in India
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