Company Law

Project on

“HOW SUCCESSFUL ISTHE NEW PARADIGM OF

CORPORATE GOVERNANCE IN INDIA WITH RESPECT TO
THE DIRECTOR’S ROLE”
 Company Law Project

Table of Cases

1) Nanalal Zaveri v. Bombay Life Assurance Co. Ltd AIR 1950 SC 172
2) In Re Forest of Dean Coal Mining Co [1878]10 Ch.D 450
3) I.I.Iyyappan v. Dharmodayain Co. Trichur AIR 1966 SC 1017
4) Ferguson v. Wilson (1866)2 Ch App 77
5) Kuriakos v. PKV Group Industries (2002)111 Com Cases 826 (Ker)
6) Imperial Hydropathic Hotel v. Hampson (1882)23 Ch D 1
7) Lee v. Lee Air Farming Ltd. (1961) AC 12(PC), (1961) 31 Com Cases 233.
8) Lee Behrens & Co. (1932)2 Comp. Cases 588
9) Ray Cylinders & Containers v. Hindustan General Industries Ltd, (2001)103 Com
Cases 161 (Delhi)
10) R.K Dalmia v. Delhi Administartion, (1962)32 Com Cases 699 (SC)
11) International Sales and Agencies Ltd. V. Marcus, (1982)3 AllER 551
12) Fateh Chand Kad v.Hindsons (Patiala) Ltd., (1957)27 Com Cases 340
13) Globe Motors Ltd v. Mehata Singh Teja Singh & Co (Agencies) (1984)55 Com
Cases 445 (Del)
14) H.M Ebrahim Sait v. South Indian Industries Ltd. (1938)8 Com Cases 308
15) Swastik Coaters Pvt. Ltd v. Deepak Brothers (1997) 89 Com Cases 564(AP)
16) Gopalkrishnan Trading Co. v. D. Baskaran (1994)80 Com Cases 53(Mad)
17) Regal (Hastings) Ltd v. Gulliver [1942]1 All ER 378,

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Table of contents

1) INTRODUCTION 4

2) CHAPTER ONE

POSITION OF DIRECTORS IN A COMPANY 7

3) CHAPTER TWO
DUTIES AND RESPONSIBILITIES OF DIRECTORS 9

4) CHAPTER THREE
CORPORATE GOVERNANCE AND DIRECTORS 12

5) CONCLUSION 16

6) BIBLIOGRAPHY 18

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INTRODUCTION

Definition of a Director:

The Companies Act 1956 defines director as including ‘any person occupying the
position of a director by whatever name called1.’ Therefore it is seen that it is not the
name by which a person is called but the position he occupies and the functions and
duties he discharges that determine whether in fact he is a director or not 2. So long as a
person is duly appointed by the company to control the company’s business and
authorized by Articles of Association to contract in company’s name and on its behalf, he
functions as a director3. Section 253 of the Companies Act provides that no body
corporate, association or firm can be appointed director of a company. There is an
exception with respect to where a holding company will be deemed to be a director for
purposes of Section 7 of the Act, where all or the majority of the directors of a subsidiary
company are accustomed to act according to its directions.

Need for a Director:

A corporation being an artificial being does not have a mind of its own, thus a
corporation must act through living persons. This makes it necessary that the company’s
business should be entrusted to some human agents4 and thus, keeping this necessity in
mind, Section 252 of the Companies Act requires that every public company shall have
at least three directors and every private company shall have at least two directors. An
amendment to this section in 2000 provided that a public company having paid up share
capital of rupees five crores or more and one thousand or more small shareholders should
have a director elected by small shareholders.

1
Section 2(13), Companies Act 1956
2
In Re Forest of Dean Coal Mining Co [1878]10 Ch.D 450
3
Majumdar A.K, G.K Kapoor, 2004, Taxmann’s Company Law & Practice, 10th edn, at pp. 614
4
Singh Avtar, 2004, Company Law, 14th ed. at pp. 238

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What the Courts say:

The directors of companies are the custodians of the interests of the shareholders. The
Supreme Court in Nanalal Zaveri v. Bombay Life Assurance Co. Ltd5 had clearly laid
down that the directors of a company are in fiduciary position vis-à-vis the company.
They must exercise their powers for the benefit of the company. The directors are also
agents of the company and act on behalf of the company on all matters except those
specifically reserved for the company to act6. Directors in the performance of their duties
are in a position of trustees as they are the trustees of the company’s assets and of the
powers that vest in them because they administer those assets and perform duties in the
interest of the company.7 Apart from being the agent and trustee of the company, the
director can also be considered as an officer of the company, hence an employee for the
purposes specified in the Act. They are supposed to act within the parameters of the
provisions of the Companies Act, Memorandum and Articles of Association of the
company.

What Experts say:

As observed by the High Powered Expert Committee on Companies and MRTP Acts, in
addition to their fiduciary duties directors also owe a duty of care to the company not to
act negligently in the management of its affairs, the standard being that of a reasonable
man looking after his own affairs8.

The responsibilities of Directors are two-fold in nature, statutory and general. The general
duties include duty of good faith where the director must act in the best interest of the
company; duty of care i.e. the director of a company is expected to take as much care, as
a man of ordinary prudence would take in his own case and a duty not to delegate.

5
AIR 1950 SC 172
6
Supra note 3 at pp. 621
7
Iyer Visweswaran, 2003, Guide to Company Directors: Powers, Rights, Duties and Liabilities, 2nd ed at
pp. 243
8
Ravichandran K.S, 2001, Responsibilities of Directors (with specific reference Directors Responsibility
Statement), (31)5 Chartered Secretary at pp. 132

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Director being an agent is bound by ‘delegatous non potest delegare’ that means a
delegatee cannot further delegate i.e. a director must perform his functions personally9.
The Companies (Amendment) Act, 2000 has introduced a unique provision in Section
217 (2AA) of the Act as per which the directors have to sign a statement which will form
part of the report of the board of directors.

Company being an artificial and juristic person cannot function by itself and the persons
of a company is manifested through its Board of Directors. They are responsible for the
governance of their enterprises in a given economic, political and social environment.
The role of the Board and the shareholders being interactive in nature, therefore the
quality of governance depends upon the level of interface established by them10. The key
to good governance is a well functioning board of directors with a core of independent
and acclaimed non-executive directors. The cause of corporate governance is served
depending how well the board is organized and structured. It is generally believed that
the proportion of the whole-time directors to part time directors of any board should be
heavily skewed in favour of part time directors so as to ensure total independence of
company boards11.

Thus, the position has changed in the era of corporate governance to the extent that the
directors have to protect the interests of not only the shareholders but also stakeholders
that include employees, creditors, customers and society. In the modern day atmosphere
of trade and commerce, the directors have to understand their responsibilities and equip
themselves in a better way such that they are in a position to discharge their duties with
utmost care and caution.

9
Supra note 3 at pp. 673
10
Gopalsamy N, 1998, Corporate Governance: The New Paradigm at pp. 33.
11
Supra note 7 at pp. 552

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CHAPTER ONE

POSITION OF DIRECTORS IN A COMPANY

The Companies Act and practice provide for different kinds of directors who have
diverse functions and roles to play in the affairs of the company. Some of them being
managing director, nominee director, independent director, additional director, wholetime
director etc. All of them operate in their own spheres for the smooth functioning of the
business. According to LJ Bowen12, “Directors are described sometimes as agents,
sometimes as trustees, and sometimes as managing partners. But each of these
expressions is used not as exhaustive of their powers and responsibilities but as
indicating useful points of view from which they may, for the moment and for the
particular purpose be considered.”

There are a plethora of cases that lay down the principle that directors in the eyes of law
are agents of the company13. Thus, the general principles of agency govern the relations
between directors of the company and persons dealing with the company through its
directors. As agents, they stand in fiduciary relationship to the company as principal, and
must display utmost care, skill and diligence in the exercise of their powers and functions
of the company. The duties of a Director are akin to those imposed on trustees and hence
when they deal with the company or on behalf of the company, they must display good
faith towards the company14. Directors of a company stand in a fiduciary position with
regard to the capital under their control and Supreme Court in I.I.Iyyappan v.
Dharmodayain Co. Trichur15 recognized the fiduciary position of the directors in relation
to the properties of the company. The trusteeship of directors extends not merely to the
property of the company but also to the moneys of the company16, trade secrets and other

12
In Imperial Hydropathic Hotel v. Hampson (1882)23 Ch D 1, referred in Singh Avtar, Company Law
13
Ferguson v. Wilson (1866)2 Ch App 77, Kuriakos v. PKV Group Industries (2002)111 Com Cases 826
(Ker) Ray Cylinders & Containers v. Hindustan General Industries Ltd, (2001)103 Com Cases 161 (Delhi)
14
Supra note 7 at pp. 237
15
AIR 1966 SC 1017
16
R.K Dalmia v. Delhi Administartion, (1962)32 Com Cases 699 (SC)

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items of intellectual property, the existence or particulars of which may be within the
personal knowledge of the directors17.

It is well settled that the mere fact that somebody is a director of a company is no
impediment to his entering into a contract to serve the company. A director of a company
can also be the servant of the company in another capacity i.e. this does not prevent a
director from entering into a contractual relationship with the company, so that apart from
his office as director he becomes entitled to remuneration as an employee of the
company18. Thus, where a director accepts employment under the company under a
separate contract of service, in addition to directorship, he is also treated as an employee
or servant of the company19. The Companies Act recognizes situations of this nature
under Sections 314 and 318. Besides, directors are also treated as officers of the
company for certain matters and are bracketed with the manager, secretary etc for this
purpose. As ‘officers in default’ they are liable to certain penalties for failure to comply
with the provisions of the Act20.

The legal position of directors could be well understood by the observations of M.R.
Jessel in Forest of Dean Coal Mining Co, Re21 where he has opined that it does not
matter what you call the directors as long as you understand what their real position is,
which is that they are really commercial men managing a trading concern for the benefit
of themselves and of all the shareholders in it22. As directors stand in fiduciary position
towards the company in respect of their powers and capital under their control, they are
liable for negligence, breach of trust and misfeasance in either of their capacities as
agents or trustees, or as both. Thus, besides the common law duties, provisions have been
made in the Companies Act with a view to ensure that the position of the director is not
abused in managing the affairs of the company.

17
Supra note 7 at pp. 240
18
Lee v. Lee Air Farming Ltd. (1961) AC 12(PC), (1961) 31 Com Cases 233.
19
Lee Behrens & Co. (1932)2 Comp. Cases 588
20
Supra note 3 at pp. 622
21
(1878)10 ChD 450
22
Supra note 10 at pp 45-46.

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CHAPTER TWO

DUTIES AND RESPONSIBILITIES OF DIRECTORS

Directors are subject to various duties, both common law and statutory. The fact that the
directors are fiduciaries imposes on them subjective duties of honesty and good faith23and
objective duties not to place themselves in a position where their duties might conflict
with their private interests. Each of these can be sub-divided resulting in four general
principles: first, directors must act bona fide that is in what they believe to being the best
interest of the company. Secondly, they must exercise their powers for the particular
purpose for which they were conferred and not for some extraneous purpose even though
they honestly believe that to be in the best interests of the company. Thirdly, they must
not fetter their discretion to exercise their powers from time to time in accordance with
the foregoing rules and finally, despite compliance with the foregoing rules, they must
not, without the consent of the company place themselves in a position in which there is a
conflict between their duties and their personal interest24.

There is a general principle drawn from the law of trusts and agency that any profit made
by a director through holding the office of such director must be accounted for to the
company, unless it is expressly sanctioned by the shareholders or by the articles 25. This
flows from the fact that director being in a fiduciary position is expected to protect the
company’s interest and not to utilize his position and knowledge possessed by him by
virtue of his office to the detriment of the company’s interest and for his personal
benefit26. They must act with care and skill reasonably expected of his office and need
not exhibit in performance of his duties a greater degree of skill than what is reasonably

23
International Sales and Agencies Ltd. V. Marcus, (1982)3 All ER 551
24
See generally, Gower, Principles of Modern Company Law, 4th ed. at pp. 576-77
25
Regal (Hastings) Ltd v. Gulliver, [1942]1 All ER 378, the House of Lords observed that “ the directors
standing in fiduciary relationship to the company in regard to the exercise of their powers as directors and
having obtained these shares by reason of the fact that they were directors of the company and in the
course of the execution of that office are accountable for the profits which they have made out of them.”
26
Fateh Chand Kad v.Hindsons (Patiala) Ltd., (1957)27 Com Cases 340, Globe Motors Ltd v. Mehata
Singh Teja Singh & Co (Agencies)( (1984)55 Com Cases 445 (Del)

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expected from a person of his knowledge and experience.27 Some of the other duties cast
under common law on directors are duty of care and skill in discharge of functions as
directors, duty to attend board meetings, duty to act in the best interests of the company
and its stakeholders, duty to make proper use of company’s resources and not to misapply
assets and duty not to compete with the company28.

Under company law and practice, some of the other powers and responsibilities of the
Board of Directors is that the board is responsible for the decision of what products to
make, which market to penetrate, determination of manufacturing capacity, investment
decisions, purchase/creation of capital assets, the return of funds, cash flow, liquidity etc.
Directors are also concerned with the performance and they review the budget proposals
as well as monitor performance. They are also review financial commitments, both in
short and the long run. In summary, the directors are responsible for ensuring that the top
management functions effectively and that through the information systems, proper
reports are generated and information available both for control and planning purposes29.

The function of Board in terms of direction for the company would be establishing
objectives and strategy and subsequently monitoring and reviewing their achievement.
Their major responsibilities rest on business planning and growth, overall policy, capital
availability and authorizing major capital expenditure, evaluating results and declaration
of dividends, selecting a managing director and other key executives. The managing
director of a company is entrusted with substantial powers of management and exercises
his powers subject to the superintendence, direction and control of the Board. As Chief
executive, he is responsible for managing the company and shares the corporate
responsibility for policy and overall control. Principle responsibilities include carrying
out the policy as formulated by the board, formulating programs and targets, establishing
a structure of delegated management appropriate to company’s objectives and activities,

27
Supra note 7 at pp. 286
28
See generally Supra note 4 at pp. 276.
29
See generally Supra note 10 at pp. 41

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providing safe custody to company assets, enhancing morale and ensuring high standards
of performance30.

Other powers of the directors include the power to call general meetings, power of
removal of managing directors, power to change the method of accounting, working
hours, power to issue further shares for the benefit of the company etc. The directors have
the power to file suits31 and institute criminal proceedings 32
on behalf of the company.
Under Section 209 of the Act, a director is entitled to take inspection of accounts not
only personally but also through an agent. The authority of the directors is defined by the
Memorandum and Articles of Association; the directors have no power to go beyond the
authority given to them and if they do anything beyond the scope of the business of the
company, their act is ultra vires and void and the company would not be bound by any act
done by the directors33.

30
See generally, Ibid at pp. 38-41
31
H.M Ebrahim Sait v. South Indian Industries Ltd. (1938)8 Com Cases 308
32
Swastik Coaters Pvt. Ltd v. Deepak Brothers (1997) 89 Com Cases 564(AP) Gopalkrishnan Trading Co.
v. D. Baskaran (1994)80 Com Cases 53(Mad)
33
See generally, Pennington Robert, 1995, Company Law, at pp. 779

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CHAPTER THREE

CORPORATE GOVERNANCE AND DIRECTORS

The new paradigm of corporate governance is in tune with the changing times, in keeping
with the demand for greater accountability of companies to shareholders and customers,
economic liberalization and deregulation of industry and business and other factors.
According to some writers, the role of corporate governance is to ensure that the directors
of a company are subject to their duties, obligations and responsibilities, to act in the best
interest of their company, to give direction and to remain accountable to their
shareholders and other beneficiaries for their actions34.

The Cadbury Committee defines corporate governance in the United Kingdom as the
system by which companies are directed and controlled, thus placing the board of
directors of a company at the center of the governance system. It among other things
recommended that the board should include a significant number of competent and
experienced non-executive directors who are independent of management and was of the
view that the CEO of the company and the chairman of the board should be different
persons, as this would ensure accountability and independence of the board to a large
extent35. There should be separate committees on management compensation,
appointment and audit to assist the board as a whole in governing the company, the board
report including an evaluation of internal control, and assessment of the going concern
status of the company36. It is important to have different committees of the Board of
Directors to have focused attention on the various aspects of the company’s working.
Some of the committees which a company should have is Managing Committee of
Directors, Shares and Securities Transfer Committee, Audit Committee of Directors,
Remuneration Committee etc37.

34
Supra note 10 at pp. 15.
35
Cadbury Adrian, 2003, Corporate Governance and Chairmanship: A Personal View at pp. 113
36
Supra note 10 at pp. 21.
37
Supra note 7 at pp. 553

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The Kumaramangalam Committee on Corporate Governance has made some very

similar recommendations, which have been grouped into, mandatory and non-mandatory.
Mandatory ones include, composition of the Board of Directors, appointment and
structure of audit committees, remuneration of directors, disclosures of director’s interest,
board procedures, disclosures regarding compliance level of corporate governance in the
annual report etc. Non-mandatory recommendations include issues concerning chairman
of the board, setting up of remuneration committee, use of postal ballots in key decisions,
appointment of nominee directors etc38. Kumaranmanglam Birla Committee, the
advisory groups on Corporate Governance and other Committees in their reports have
laid considerable stress on the role of independent directors. Good governance dictates
that the Board be comprised of individuals with certain personal characteristics and core
competencies such as recognition of the importance of Board’s tasks, integrity, a sense of
accountability, track record of achievements etc39.

There have been several reasons for the adoption of Corporate Governance by companies
in India, some of the being getting their shares enlisted in foreign stock exchanges,
significant presence of a large number of FIIs who demand greater professionalism in
Indian companies, integration of India with the world economy which entails following a
standard set of international norms and standards; assertion by shareholders of their rights
etc40.

The amendment to the Companies Act in 2000 has incorporated essential features,
which would be conducive for effective corporate governance. The amendment seeks to
recast company law to incorporate appropriately the concepts developed in the
international corporate market, protect the rights of investors, depositors, creditors and
other participants and impose extensive obligations on the board of directors. After the
amendment, some of the items which are required to be transacted at the meeting of the

38
Supra note 7 at pp. 554
39
Venugopalan S, Role of Independent Directors in Listed Companies, (2002)2 Company Law Journal at
pp. 99.
40
S. Balakrishnan, More onerous responsibilities with paltry remuneration at
http://www.hinduonnet.com/2001/07/05/stories/0605000n.htm

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board are the power to diversify business of the company, takeover of a company, buy-
back of securities, audit committee, inclusion of the Chief Accounts Officer and the
Auditor in respect of issue and transfer of securities of the company, director’s
responsibility statement in the Director’s report regarding adherence to accounting
standards, accounting policies and records etc41.

Further, in terms of the year 2000 amendment, public companies having paid-up capital
of Rs. 5 crores and above, should constitute audit committees consisting of not less than
three directors of which two-thirds should be Non Executive Directors. It, however,
stipulates that the recommendations of the committee on any matter relating to financial
management, including the audit report, shall be binding on the board. If the board does
not accept the recommendations, it has to record the reasons therefore and communicate
such reasons to the shareholders. Other areas of new responsibilities, particularly relevant
to corporate governance, are constitution and function of audit committee and
remuneration committee, management philosophy, and closer scrutiny and policing of the
implementation of approved policies42.

The Director’s Report must be attached to every balance sheet laid before a company in
general meeting with respect to the state of company’s affairs and it must include
material changes in company affairs43 and commitments affecting the financial position
of the company, director’s responsibility statement44 fullest information and explanations
on every reservation, qualification or adverse remarks contained in the auditor’s report45
In respect of listed companies, according to Clause 49, a report on corporate governance
is to be included in the Board’s report46. Directors responsibility statement should include
that the annual accounts have been prepared in consonance of the applicable accounting
standards, the accounts give a fair and true view of the company, proper and sufficient

41
Supra note 10 at pp. 16.
42
Deepak Sanchety, Good corporate governance: Chasing a mirage at
http://www.thehindubusinessline.com/iw/2005/01/23/stories/2005012300471300.htm
43
S.217(2), Companies Act 1956
44
S. 217(AA), Companies Act 1956
45
S.217(3), Companies Act 1956
46
Bindal S.M, P.K Mittal, 2005, Bharat’s Frequently Asked Questions on Company Law at pp. 334-35

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care has been taken by the directors for maintenance of the accounts and finally that the
accounts have been prepared on a going concern basis47. Thus, the advent of corporate
governance has added provisions for more transparency, responsibility and accountability
on the part of corporate executives, auditors, promoters and directors making the task the
task of the directors even more onerous.

47
See generally, Mukherjee Ranjan, 2001, “Directors Responsibility Statement” and the Responsibilities
vested on the Directors, (31)10 Chartered Secretary at pp. 1174-1175

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CONCLUSION

The responsibilities and duties of directors at a very fundamental level are directed at four
well-defined objectives: to compel directors to act in accordance with the strict terms of
their mandate; to compel them to exercise care and skill in carrying out their various
functions, to compel them to use their wide discretionary powers in good faith and for
proper purposes; and finally to compel them to act loyally in advancing the interest of
their company48.

Apart from the responsibilities and duties on the directors as laid down by the Companies
act, the adoption of corporate governance has put additional burden on the management
of the company. Effective corporate governance can be achieved by greater disclosure of
information to the shareholders, disclosure of remuneration of directors and their relatives
in the director’s report, imposing higher penalties for any contravention of the provisions
of the Act etc. These are intended to maintain ethical standards, transparency and
accountability on the part of the companies concerned.

The boards of most Indian public companies fail to make the mark in this respect. The
standard of corporate governance has been poor in India because corporate management
is still in the stage of family-managed companies and they consider it to be an extension
of a proprietary outfit. There have been arguments by some sectors of the corporate world
against introduction of independent directors, some of them being that there is a paucity
of qualified/trained independent directors and the relevance on an Anglo-Saxon concept
in Indian corporate scenario49. According to the researcher none of these arguments hold

48
See generally, Supra note 7 at pp.
49
N. Venkiteswaran, Independent directors, key to corporate governance at
http://www.thehindubusinessline.com/2005/07/21/stories/2005072100831000.htm

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water and are just means to do whittle the independence of the Board and guarantee
control over the same. Far from declaring that independent directors are redundant, India
companies needs to strengthen the institution of independent directors so that they can
actually play an effective role.

Some writers believe that corporate governance is piling more responsibility and
increasing work pressure on non-executive directors and that the gap between the
traditional non- executive directors' function (ensuring that the firm has the right strategy
and leadership) and the increasingly onerous policing and monitoring role demanded by
higher levels of scrutiny is widening50. Moreover, companies generally pay only sitting
fees to them. The researcher is of the view that considering the role they play through
their contribution, there is a strong case for devising a proper system of payment to these
directors.

The researcher believes that the 2000 amendment to the Companies Act ushered in the
era of corporate governance in the commercial sector and has made the working of the
companies more transparent and investor friendly. But there is a need for a stronger
mechanism to see that the companies adhere to the requirements of the law. The
responsibilities of the directors have definitely increased due to these new provisions but
keeping the broader perspective in mind, it is a step for safeguarding the interest of the
public.

50
Supra note 40

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BIBLIOGRAPHY

Primary Sources

Reports

1) Kumaramangalam Birla Committee Report

2) Naresh Chandra Committee Report

Acts

1) Companies Act 1956

Books

1) Iyer Visweswaran, 2003, Guide to Company Directors: Powers, Rights, Duties

and Liabilities, 2nd ed., Wadhwa and Company Nagpur, New Delhi
2) Ramiaya A, 2004, Guide to the Companies Act, Part II, 16th edn, Wadhwa
Nagpur, New Delhi
3) Majumdar A.K, G.K Kapoor, 2004, Taxmann’s Company Law & Practice, 10th
edn, Taxmann Publications, New Delhi
4) Singh Avtar, 2004, Company Law, 14th ed, Eastern Book Company, Lucknow
5) Pennington Robert, 1995, Company Law, 7th Ed, Butterworths, London
6) Cadbury Adrian, 2003, Corporate Governance and Chairmanship: A Personal
View, 1st ed. Oxford University Press, New Delhi
7) Reports on Corporate Governance, 2004, Academic Foundation, New Delhi
8) Gopalsamy N, 1998, Corporate Governance: The New Paradigm, 1st Ed. Wheeler
Publishing, New Delhi
9) Bindal S.M, P.K Mittal, 2005, Bharat’s Frequently Asked Questions on Company
Law, 1st Ed. Bharat Law House Pvt Ltd, New Delhi

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Articles

1) Ravichandran K.S, 2001, Responsibilities of Directors (with specific reference

Directors Responsibility Statement), (31)5, Chartered Secretary
2) Mukherjee Ranjan, 2001, “Directors Responsibility Statement” and the
Responsibilities vested on the Directors, (31)10 Chartered Secretary
3) Venugopalan S, Role of Independent Directors in Listed Companies, (2002)2
Company Law Journal
4) Iyer L.V.V, Corporate Governance: Some Thoughts, The Hindu, Feb.12, 1997

Electronic Sources

1) Balasubramanian S, The Emerging Role of CEOs and CFOs, at

http://ficci.com/media-room/speeches-presentations/2003/aug/aug28-ceo-
subramania.html
2) N. Venkiteswaran, Independent directors, key to corporate governance at
http://www.thehindubusinessline.com/2005/07/21/stories/2005072100831000.htm
3) S. Balakrishnan, More onerous responsibilities with paltry remuneration at
http://www.hinduonnet.com/2001/07/05/stories/0605000n.htm
4) Dilip Kumar Sen, A few leaves off corporate governance at
http://www.blonnet.com/2003/10/02/stories/2003100200060900.htm
5) Deepak Sanchety, Good corporate governance: Chasing a mirage at
http://www.thehindubusinessline.com/iw/2005/01/23/stories/2005012300471300.
htm
6) http://invest.economictimes.indiatimes.com/question/faqs/CompanyLaw.htm

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