Corporate Governance

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Book Description
“Corporate governance” is the current buzzword in India as well as the world over; it has become a matter of public interest around the world.The recommendations of the Kumarmangalam Birala Committee on Corporate Governance have been implemented by the SEBI through the Listing Agreement. Clause 49 enjoins on all listed companies to implement and comply with its requirements relating to corporate governance. This book mainly focuses on the practical needs of the directors and executives of the listed companies who are concerned with the compliance with the Code set out in Clause 49. Part II of the book contains a detailed analytical and explanatory commentary on the contents of Clause 49 with the help of contemporary provisions of the Companies Act and case law. A number of specimens and formats given at the end of the Commentary would be of great practical assistance to the users of the book. One of the specimens given is the model code of Conduct for Directors and Senior Executives. The book would prove to bean indispensable guidebook of practical value for day to day use. Part I of the book consists of Legal Compliance and Reporting Manual.The purpose of this is to help companies put in place a system for legal compliance, if there is none, and to enhance effectiveness of the system if one is already prevalent. The Checklists and Tables set forth in this part should be useful for knowing compliances and detecting non-compliances. It needs to be mentioned that the Manual is expected to assist companies to ensure compliance with the requirement of clause 49(I)(C) (iii) of the Listing Agreement according to which the Board shall periodically review compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instance of  non- compliances.
The book should be useful for, besides listed companies and their directors, Company Secretaries and other executives, practicing Chartered Accountants and Company Secretaries engaged in the certification of compliance with Clause 49, SEBI and Stock Exchange officers and students of professional courses, etc.
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Contents
Part I
Chapter 1    Overview of Corporate Governance
Chapter 2    Some Important Reports on Corporate Governance – Highlights
Chapter 3    Board of Directors and Independent Directors vis-à-vis Corporate Governance
Chapter 4    Board Committees and their Role, Responsibilities and Functions
Chapter 5    Perspectives of Corporate Governance
Chapter 6    Important Issues in Corporate Governance
Chapter 7    Stakeholders and Balancing Process of Stakeholders Interests
Chapter 8    Corporate Governance – Present and Future
Part II
Chapter 9    Corporate Governance – Present and Future
Appendices
Reference Material on Corporate Governance
Appendix 1    Report of the Committee Appointed by the SEBI on Corporate Governance
                      under the Chairmanship of Shri Kumarmangalam Birla
Appendix 2    CII’s Desirable Corporate Governance Code
Appendix 3    Code of Best Practice Recommended by Cadbury Committee for effective
                      corporate governance.
Appendix 4    Malaysian Company Director’s Code of Ethics
Appendix 5    Financial Reporting Council the Combined Code on Corporate Governance
Appendix 6    Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit
                      Committees
Appendix 7    Principles of Corporate Governance released by the organization for
                      Economic Cooperation and Development (OECD)
Appendix 8    Rabo India Finance Limited Code of Corporate Governance
Appendix 9    IRDA’s Corporate Governance Guidelines
Appendix 10  RBI’s Guidelines on Corporate Governance for NBFC’s
Appendix 11  Report of the Naresh Chandra Committee on Corporate Audit and
                      Governance
Appendix 12  Report of the SEBI Committee on Corporate Governance
Appendix 13  Corporate Governance Voluntary Guidelines, 2009
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Author's Details
Dr. K. R. Chandratre is Practising Company Secretary. He is a  retainer for Reliance Industries Limited and its Group Companies for advice and audit of Corporate Laws Compliance. He is also a retainer for Kirloskar Group of Companies. He has been in the profession of Company Secretary for over 25 years, before which he worked as a Lecturer in Commerce & Accountancy at R. A. Podar College of Commerce & Economics, Mumbai for three years. After serving Kirloskar Oil Engines Ltd. For 15  years, his last position being Director (Legal Secretarial & HR) & Company Secretary, Dr Chandratre entered the practice as Company Secretary. Dr Chandratre has an impressive academic background. He holds Master’s degree in Commerce, Law degree and Doctorate degree from the University of Pune. He is a fellow member of the Institute of Company Secretaries of India. Dr Chandratre has secured several academic and professional distinctions and honours. He was the President of the Institute of Company Secretaries of India during 1996 and the Vice-President for two years, 1994 and 1995. He was a member of the Working Group on Redrafting of the Companies Act, 1956 constituted by the Government of Indian in August 1996, to draft a new companies Act to be substituted for the Companies Act 1956, which resulted into the Companies Bill, 1997. He also served as the Chairman of the Committee on ‘Delisting of Securities’ constituted by SEBI in March 1997, which resulted into a Report submitted to SEBI in December 1997. He was a member of Advisory Committee on Primary Markets of SEBI during 1996. Dr Chandratre was a SEBI nominated Public Representative Director on the Pune Stock Exchange and Chairman of the Board and the President of the Pune Stock Exchange, Pune, India during April 2004 to April 2005. He was as a Member of the Expert Group constituted by SEBI on October 2004 under the Chairmanship of Justice Kania to suggest further amendments to the SEBI Act 1992. Dr Chandratre has copious writings to his credit. He has so far authored over 1000 articles and 24 books on various subjects in the areas of Corporate Laws and Corporate Secretarial Practice. Many of his articles have bagged awards as best articles. He has also written manuscripts for the research publications of the Institute of Company Secretaries of India an its Western India Regional Council. He has created the moduls ‘Secretarial Practice Recorder’, a Ready-reckoner on company Law Procedure on magnetic media (CD), for Jurix, the Electronic Law Library. Dr Chandratre is an active participant. He has so far addressed more than 300 seminars, workshops, conference and conventions besides contributing papers at the National & International levels, including the  First Rotary Conference on ‘Harmonisation of Corporate and Taxation Laws in SAARC Countries’. Dr Chandratre is a plain language activist and is India representative of ‘Clarity, an International Association promoting plain legal language. He has written several articles and book titled ‘A Guide to Legal and Business Writing in Plain English’, the second edition of which is on the verge of release.
Dr. A. N. Navare
Dr. Aravind Nilkanth Navare was awarded PhD in Corporate Governance by Univesity of Pune in 2008. He is fellow member of the Institute of Company Secretaries of India and Chartered Institute of Secretaries and Administrators (London). He stood First in Diploma in Business Management (Part I) examination of the Bombay University. Dr. Navare started his career in the corporate sector as management trainee in Greaves Cotton group of Companies, Mumbai. He was company Secretary in this group for over two decade in Ruston and Horns by (India) Ltd, and Greaves Lombardini Ltd. He retired as Company Secretary of Dr. Beck and Co. India Ltd. After serving for 13 years, He practiced as Company Secretary for about 6 years after retirement. Dr. Navare has rich experience in the corporate sector of over 35 years. Dr. Navare was Chairman of Pune chapter and Western India Regional Council of the Institute of Company Secretaries of India and member of its Center Council. He was Chairman of the Corporate Legislation Committee of Mahratta Chamber of Commerce,  Industries and Agriculture, Pune. He was public representative on Pune stock Exchange, nominated by the Ministry of Finance of SEBI. Dr. Navare is a founder member of Vivek anand Institute of Technology, Pune and is associated with about 35 social, cultural and literary organizations. He has written books in marathi based on his travel to U.S.A. and China. He is holder of “Limca Book of Records’ continuously for five years since 2005 for his hobby of letter writing.
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