Journal Press India^®

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The theoretical framework of the paper draws from institutional economics and conceptual framework of corporate governance is derived from incomplete contract among various stakeholders in a firm. Three institutions stand at the center of a capitalist economy: private property, markets, and the Rule of Law. Capitalism depends on the Rule of Law to prohibit coercion and fraud. Without the Rule of Law, long-term agreements and contracts cannot be provided by market, because people could not be prevented from dealing dishonestly with each other. It is in this context, we set out to examine critically evaluate the present form of Companies Act and its implications for corporate governance The paper analyses certain provisions in the Companies Act 2013 that will improve corporate governance by reducing conflicts at various levels.  However, certain problem areas remain. They include incorporation of clause 49 in the Articles of Association, developing and incorporating company policy specific provisions under the model of corporate governance, fully independent audit committee, appointment of chief ethics officer, setting up independent committee on corporate governance issues, rotation of external auditors, number of independent directors, significant reduction in the number of companies of which a person can be director.

Keywords

Corporate governance, Companies Act 2013, Institutional economics

1. Alston, L. (1996). Empirical work in institutional economics: an overview. In L. Alston, T. Eggertsson and D. North (eds.), Empirical Studies in Institutional Change (pp. 25-30), Cambridge: Cambridge University Press.
2. Deb, Ashis Taru & Bhanu Murthy, K. V. (2011). Ownership Structure, Regulation and Corporate Governance: A Study of Private Banking in India during 2002-2008. In Mishra, R.K., Sahay, M., Jhunjhunwala, S. and Bavirishetty, S., (eds.), Corporate Governance and Corporate Social Responsibility: A way of life, New Delhi: Macmillan Advanced Research Series, Macmillan Publishers India Ltd.
3. Gillian K. Hadfield & Barry R. Weingast (2010) Endogenous Institutions:  Law as a Coordinating Device;  available at
4. http://cniss.wustl.edu/files/cniss/weingastpaper.pdf accessed on 19.11.2012
5. Gillian K. Hadfield & Barry R. Weingast. (2011). Law without coercion: Examining role of law in coordinating collective punishment, available at http://www.law.harvard.edu/programs/about/privatelaw/related-content/hadfield.law.without.coercion.9.11.pdf accessed on 19.11.2012.
6. Hart, Oliver (1995). Corporate Governance: Some theory and Implications. Economic Journal, 105(430), 678-689.
7. Krishnamurthy J. (2009). Lesson from Satyam – An Agenda for Reforms, The Journal for Corporate Professionals: 900-904.
8. Bhanu Murthy, K. V. (2011) Corporate Governance in Banks. In Mridula Sahay, S. Sreenivasa Murthy and R.K. Mishra (eds.), Corporate Governance in Banks, New Delhi:  Macmillan Publishers India Ltd, Macmillan Advanced Research Series.
9. North, Douglass C (1991). Institutions. Journal of Economic Perspectives, 5(1): 97-112.
10. Zingales, L. (1998). Corporate Governance. In P. Newman (ed.), The New Palgrave Dictionary of Economics and the Law pp. 497-503, Volume 1, London: Macmillan.