By

Dr P V S Jagan Mohan Rao

M Com, LL B, FCS, FICWA, Ph D
Chief Finance Officer & Company Secretary
Ind-Barath Power Infra Ltd
&
Past President
The Institute of Company Secretaries of India-New Delhi
and
Central Council Member - The
Institute of Cost Accountants of India-Kolkata
 Shareholders

Management

Board of Directors
 CADBURY COMMITTEE
 ICSI
 CII
 SEBI - KUMARAMANGALAM BIRLA
 COPANIES ACT 1956
 SECURITIES EXCHANGE BOAR OF INDIA
ACT, 1992
 SEBI (ISSUE OF CAPITAL AND
DISCLOSURE) REGULATIONS 2009
 “Corporate governance deals with laws,
procedures, practices and implicit rules that
determine a company’s ability to take informed
managerial decisions vis-à-vis its claimants- in
particular, its shareholders, creditors, customers,
the state and employees.”
-CII Desirable Corporate Governance – A Code, 1998
INCREASING LIABILITY OF DIRECTORS
 COMPOSITION
 WHOLETIME
 INDEPENDENT
 NOMINEE
 NUMBER OF DIRECTORS
 NUMBER OF DIRECTORSHIPS ONE CAN
HAVE
• FIFTY PERCENT OF THE BOARD TO
COMPRISE OF NON-EXECUTIVE DIRECTORS
(MANDATORY)
• IN CASE OF A NON-EXECUTIVE CHAIRMAN,
AT LEAST ONE-THIRD OF THE BOARD
SHOULD COMPRISE OF INDEPENDENT
DIRECTOR (MANDATORY)
• IN CASE OF EXECUTIVE CHAIRMAN,
ATLEAST HALF OF BOARD SHOULD BE
INDEPENDENT (MANDATORY)
• A qualified and independent audit committee
should be set up by the board (mandatory)
• Audit committee to have minimum three non-
executive directors, majority being independent
(mandatory)
• Chairman of Audit Committee to be an
independent director(mandatory)
 MANAGEMENT DISCUSSION AND
ANALYSIS REPORT
 When, one day, you have made your mark on the world, remember that,
in the ultimate analysis, we are all mere temporary custodians of the
wealth we generate, whether it be financial, intellectual, or emotional. The
best use of all your wealth is to share it with those less fortunate.
 I believe that we have all at some time eaten the fruit from trees that we
did not plant. In the fullness of time, when it is our turn to give, it
behooves us in turn to plant gardens that we may never eat the fruit of,
which will largely benefit generations to come. I believe this is our sacred
responsibility, one that I hope you will shoulder in time.
 Thank you for your patience. Go forth and embrace your future with
open arms, and pursue enthusiastically your own life journey of
discovery!
 Trusteeship obligations inherent in company
operations, where assets and resources are
pooled and entrusted to the managers for
optimal utilization in the stakeholders’ interests.
- Mahatma Gandhi, Father of the Nation