its about corporate governance

2. The corporate governance mechanism for companies in India is enumerated in the following enactments/
regulations/ guidelines/ listing agreement:
• The Companies Act, 2013 inter alia contains provisions relating to board constitution, board
meetings, board processes, independent directors, general meetings, audit committees, related party
transactions, disclosure requirements in financial statements, etc.
• Securities and Exchange Board of India (SEBI) Guidelines: SEBI is a regulatory authority having
jurisdiction over listed companies and which issues regulations, rules and guidelines to companies to
ensure protection of investors.
• Standard Listing Agreement of Stock Exchanges: For companies whose shares are listed on the
stock exchanges.

3. • Accounting Standards issued by the Institute of Chartered Accountants of
India (ICAI): ICAI is an autonomous body, which issues accounting standards
providing guidelines for disclosures of financial information. Section 129 of the
New Companies Act inter alia provides that the financial statements shall give a
true and fair view of the state of affairs of the company or companies, comply
with the accounting standards notified under s 133 of the New Companies Act. It
is further provided that items contained in such financial statements shall be in
accordance with the accounting standards.
• Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI): ICSI is an autonomous body, which issues secretarial standards in
terms of the provisions of the New Companies Act. So far, the ICSI has issued
Secretarial Standard on "Meetings of the Board of Directors" (SS-1) and
Secretarial Standards on "General Meetings" (SS-2). These Secretarial Standards
have come into force w.e.f. July 1, 2015. Section 118(10) of the New Companies
Act provide 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.

4. Securities and Exchange Board of India (SEBI) is a regulatory body of the
Government of India. It controls the securities market and was established on
April 12, 1992 under the SEBI Act, 1992.
Structure of SEBI
SEBI has a corporate framework comprising of various departments each
managed by a department head. There are about 20+ departments under SEBI.
Some of these departments are corporation finance, economic and policy analysis,
debt and hybrid securities, enforcement, human resources, investment
management, commodity derivatives market regulation, legal affairs, and more.
The hierarchical structure of SEBI consists of the following members:
• The chairman of SEBI is nominated by the Union Government of India.
• Two officers from the Union Finance Ministry will be a part of this structure.
• One member will be appointed from the Reserve Bank of India.
• Five other members will be nominated by the Union Government of India.

5. Functions of SEBI
• SEBI is primarily set up to protect the interests of investors in the securities
market.
• It promotes the development of the securities market and regulates the business.
• SEBI provides a platform for stockbrokers, sub-brokers, portfolio managers,
investment advisers, share transfer agents, bankers, merchant bankers, trustees of
trust deeds, registrars, underwriters, and other associated people to register and
regulate work.
• It regulates the operations of depositories, participants, custodians of securities,
foreign portfolio investors, and credit rating agencies.
• It prohibits inner trades in securities, i.e. fraudulent and unfair trade practices
related to the securities market.
• It ensures that investors are educated on the intermediaries of securities markets.
• It monitors substantial acquisitions of shares and take-over of companies.
• SEBI takes care of research and development to ensure the securities market is
efficient at all times.

6. Clause 49 of SEBI Listing Agreement is a major step towards codifying the corporate
governance norms, SEBI in the Equity Listing Agreement (2000), which now serves as a
standard of corporate governance in India.
Clause 49 includes
 Board of Directors: Composition of Board, Non executive directors’ compensation and
disclosures, Code of Conduct.
 Audit Committee: Qualified and Independent Audit Committee, Meeting, power and roles
 Subsidiary Companies
 Disclosures: Basis of related party transactions, of Accounting Treatment, public issues,
rights issues, preferential issues , Board Disclosures regarding Risk management ,
Remuneration of Directors ,management ,shareholders etc.
 Report on Corporate Governance
 CEO/CFO Certification