CHAPTER 1: Introduction

Corporate disclosure refers to revealing material information to the public either to satisfy the
statutory norms or voluntarily. It is a multi-faceted subject. “Institute of Company Secretaries
of India” has mentioned Corporate Governance as, “Corporate Governance is the application
of best Management Practices, Compliance of Laws in true letter and spirit and adherence to
ethical standards for effective management and distribution of wealth and discharge of social
responsibility for sustainable development of all stakeholders. 1” The “Cadbury Committee
U.K.”2 has defined it as “It is a system by which companies are directed & controlled”.
Corporate governance can be made effective with a strong disclosure policy. Material
information regarding financial statements, position, performance and shareholders should be
disclosed to the general public. The Stock Exchange has mentioned a few compulsory norms
for such disclosure. Disclosure aids in achieving complete transparency and combating
corruption. Voluntary disclosure is when a company discloses information apart from that
mentioned in legal statutory. A fiduciary duty of the board, context and judgement play a
huge role in how such information is disclosed.3

Reforms in the disclosure system lead to reforms in the whole corporate governance. With
the increase in the economic role in capital markets and globalization, the need for disclosure
of material data has increased. The huge international giants’ collapse such as Eronf,
Worlcom, Tyco, and financial scams like Satyam 4 has opened the eyes in regards to the
importance of efficient management, and need of owners and stakeholders to comply with
corp. governance. Disclosure can be beneficiary to a company, stockholders and the general
public in numerous ways. Stakeholders can withhold the stocks or sell them, or bring their
concerns to the notice of the management and take informative decisions depending on the
financial position of the company. It can help in bridging the gap between managers and
stakeholders. Additionally, if any employee is interested in assessing the performance, can do

1
Institute of Company Secretaries of India, Corporate Governance, 1980, https://www.cii.in/, (Accessed
October 17 2020)
2
Cadbury Committee U.K., The Financial Aspects of Corporate Governance, 1991,
https://ecgi.global/sites/default/files//codes/documents/cadbury.pdf, (Accessed October 17 2020)
3
Shagunbahl, Corporate Governance under Companies Act, 2013, IPLEADERS, (Oct 10, 2017),
https://blog.ipleaders.in/corporate-governance-companies-act-2013/
4
Satyam Scam: All you need to know about India’s biggest fraud, HINDUSTAN TIMES, (April 9, 2015),
https://www.hindustantimes.com/business/satyam-scam-all-you-need-to-know-about-india-s-biggest-
accounting-fraud/story-YTfHTZy9K6NvsW8PxIEEYL.html

1
so. The general public will have the means to measure companies’ pros and cons and figure
out where to invest using this information. Moreover, disclosure can play a vital role in
preventing fraud.

A company should disclose information in such a way that the general public can understand
it easily. Disclosure can be affected by various environment reasons such as the size of the
firm (i.e. no. of shareholders), style of finance, profitability etc. In a well-functioning capital
market, there is higher disclosure. This higher disclosure can be observed in firms with
dispersed investor ownership too.

The law mandates public companies to disclose data periodically. This can lead to a time lag
between the actual disclosure of data and the actual preparation of data. Secondly, these
companies are not bound to update thus disclosed information if there are any major changes
that took place.5

Disclosure is a forced objective on Indian corporates than a willing approach. This can be
explicated through the acceptance of Confederation of Indian Industry’s desirable code by
just 6 companies. CII was not inculcated by many companies as there was no legal sanction.
Kumar Mangalam Birla committee report6 has been inculcated by companies as it has been
listed in clause 49. Through this, it can be concluded that the Indian corporate sector requires
legal sanction and provisions in order to adopt disclosure policies. “Clause 49 of the Listing
agreement” consists of seven major disclosures which will be explained in further chapters of
this paper. The third key initiative taken in this regard was that by “Naresh Chandra
Committee”7 and “Narayan Murthy Committee”8 who previewed corp. governance by
considering the points of shareholders, investors and other stakeholders of the company. Due
to the sincere efforts put in by the SEBI and MCA, mandates have been evolving since 1998.
Phenomenal change has taken place after the introduction of “2009 Mandatory corporate
governance voluntary guidelines” through clause 49 of Listing Agreement. The final step

5
Madan Lal Bhasin, Corporate Governance Disclosure Practices: The Portrait of a Developing Country,
INTERNATIONAL JOURNAL OF BUSINESS AND MANAGEMENT (2010).
6
NFCG, Report of the Kumar Mangalam Birla Committee on Corporate Governance, 1999,
nfcg.in/UserFiles/kumarmbirla1999.pdf, (Accessed October 17 2020)
7
MCA, Report of the Gommittee on Regulation of Private Companies and Partnerships, 2003,
http://reports.mca.gov.in/Reports/3Naresh%20Chandra%20committee%20report%20on%20regulation%20of
%20private%20companies%20and%20partnerships,%202003.pdf, (Accessed October 17 2020)
8
SEBI, Report of the SEBI Committee on Corporate Governance, 2003,
https://www.sebi.gov.in/reports/reports/mar-2003/the-report-of-shri-n-r-narayana-murthy-committee-on-
corporate-governance-for-public-comments-_12986.html, (Accessed October 17 2020)

2
towards this was taken through the Companies Act,2013 9. To understand the influence of
Statutory provisions on corporate disclosure, company’s data before the passing of this
legislation and after passing of this legislation has been analysed. Further, this study also
shows the voluntary disclosures made by the company and the factors affecting the same.

Research Methodology:

This paper is a study on the influence statutory provisions has on corporate governance
disclosure. To understand the provisions laid down in this regard, clause 49, Companies Act
and SEBI guidelines have been analysed leading to qualitative methodology. This
methodology has been chosen since it is a study on already existent laws. Further, case study
has been done on RIL for the financial year 2002-2003 (i.e. before the introduction of clause
49) and 2008-2009(i.e. post introduction of clause 49). RIL has been chosen as it is the
largest private limited firm with a large influence on the Indian stock market. For this,
secondary sources of information i.e. annual records have been taken from their official
website leading to analytical methodology. An analysis and comparison were done on thus
collected information to conclude and show the influence.

Research Objectives:

1. To understand corporate governance disclosure along with its advantages and

disadvantages.
2. To understand the statutory provisions laid down for the same.
3. To analyse the influence of statutory provisions on corporate governance disclosure.

4. To analyse the corporate governance disclosure followed by RIL.

9
Companies Act, 2013, s. 118.

3
Literature Review:

1. “Voluntary Disclosure of Corporate Governance Practices by Listed Australian

Companies10”
Authors: Peter Collett and Sue Hrasky
This study focusses on the companies’ intention to voluntarily disclose their
information. 299 Australian companies’ data of the year 1994 have been taken for this
analysis. Post-1994, Australian stock exchange regulations have made it compulsory
for the listed companies to disclose their corporate governance as a result, year 1994
was chosen by the author. Regression analysis was used to conduct this study. Studies
have revealed that only 29 companies have shown voluntary disclosures. This paper
concludes that voluntary disclosures were made by the companies to increase equity
capital but not to increase the debt capital.

2. “Factors Influencing Voluntary Corporate Disclosure by Kenyan Companies11”

Authors: Dulacha G. Barako and Phil Hancock.

The research on corporate governance disclosures has been mainly focused on

developed countries. In this study, the author has focused on a developing country:
Kenya. In order to attract foreign investments, the Nairobi Stock Exchange (NSE) has
come up with various reforms. Privatisation of state corporations and providing
foreigners with the opportunities to own shares in listed companies are a few reforms.
Longitudinal analysis of voluntary disclosure on Kenya’s listed companies have taken
place from the year 1992-2001. Corporate governance attributes and ownership
structure have been considered to analyse their influence on voluntary disclosure. This
paper concludes that the above-mentioned attributes do influence the disclosure.
Presence of an audit committee has proven to be positively impacting corporate
disclosure whereas the proportion of non-executive directors on the board have shown
a negative impact. Larger firms and debts have shown greater disclosure. External
audits and profitability have shown no influence.

10
Peter Collett and Sue Hrasky, Voluntary Disclosure of Corporate Governance Practices by Listed Australian
Companies, CORPORATE GOVERNANCE, 13 (2015).
11
Dulacha G. Barako and Phil Hancock, Factors Influencing Voluntary Corporate Disclosure by Kenyan
Companies, CORPORATE GOVERNANCE, 14 (2006).
4
Madan Lal Bhasin, Corporate Governance Disclosure Practices: The Portrait of a Developing Country,
INTERNATIONAL JOURNAL OF BUSINESS AND MANAGEMENT (2010).

4
 3. “Corporate Governance Disclosure Practices: The Portrait of a Developing Country12”

Authors: Madan Lal Bhasin

CG disclosure provides information to the general public. This study is based on the
provisions provided for disclosure as per clause 49. They have conducted a case-study
on RIL. In order to understand how far the company was compliant with the norms,
they have come up with a point structure. This paper believes that the company has
shown a very good performance and scored 85/100 points. Author has concluded that
though there are a few limitations, RIL follows the best CG practices in India.

4. “Economic Consequences of 'Regulation on Corporate Governance': Evidence from

India13”

Authors: Ashish K. Battacharyya and Ajitava Raychaudhuri

In terms of market capitalization, India is one of the largest emerging markets with 20
million shareholders. In order to protect these shareholders, SEBI has come up with a
few regulations related to disclosure. This study has adopted an empirical
methodology to study the economic impact these regulations have on the market.
According to the findings, there has been a significant reduction in Beta. Cost of
equity capital has reduced with an increase in disclosure.

5. Annual Reports of RIL:

Annual reports of RIL of the financial years 2002-03 and 2008-09 have been used to
conduct the comparative study to understand the influence statutory provisions have
on corporate governance disclosure. These years have been chosen as the former one
is before the introduction of clause 49 of listings agreement and the later is post the
same. These reports were found in the official website of RIL.
6. “Evolving Legal Framework of Corporate Governance in India: issues and
Challneges14.”

12
Supra Note, 5.
13
Ashish K. Battacharyya and Ajitava Raychaudhuri, Economic Consequences of 'Regulation on Corporate
Governance': Evidence from India, SSRN ELECTRONIC JOURNAL (2015).
14
Bazil Oglinda, Principle of Progressive (Gradual) Use of Contractual Remedies, 4 JURIDICAL TRIB. 225
(2014).

5
 Authors: Pankaj Kumar Gupta and Singh Shalu.
Due to the unstability prevailing in the market, investors have started giving crp.
Governance a lot of importance. This paper states the necessity of sound corporate
governance. Further, discusses the emergence of corporate governance i.e. due to the
growing importance of corporations in the economy and their interaction with
international agencies. This paper throws light on the present scenario of corporate
governance as observed in Indian companies and the legal framework along with
explaining the issues and challenges which addressed can result in a better system.
7. “Prevention of Insider Trading and corporate good governance in India15.”
Author: Pankaj Parekh.
This paper explains about insider trading, efficient capital market hypothesis, levels of
prohibition as laid in some countries, and the various means of controlling insider
training in India which include: criminal, civil and administrative penalties. Further, it
mentions about the preventive measures which can be taken i.e. corporate governance.
He explains what is a good corporate governance, its importance and how it has
benefitted in the history. In his recommendations, he emphasizes on corporate
governance disclosure.
8. “Accountability and Responsibility in Corporate Governance16.”
Author: Larry E. Ribstein.
This article discussed social responsibility and governance and the arguments
surrounding the same, “social incentives of profit oriented shareholders”, “perverse
incentives”, implications of social investing and governance. Further, the author
discusses how the managers can be made accountable in regards to managerial
desertion “(voting, suing and fiduciary duties, selling and the market for corp.
governance)”, strong firm accountability through partnership option and the role of
capital lock-in.
9. “Corporate Governance and Complaince.17”
Author: Michael A. Mcgrail
This paper while discussing about corporate governance, importance of disclosure, its
advantages, global scenario, talks about the Wal-Mart’s new compliance program,
15
Sandeep Parekh, Prevention of Insider Trading and Corporate Good Governance in India,
32 INT'l Bus. LAW. 132 (2004).
16
Larry E. Ribstein, Accountability and Responsibility in Corporate Governance,
81 NOTRE DAME L. REV. 1431 (2006).
17
Michael A. McGrail, Corporate Governance and Compliance,
2015 A.B.A. RECENT DEV. PUB. UTIL. COMM. & Transp. Indus. 81 (2015).

6
 Wal-Mart’s Bribery scandal, lessons learnt and the key components of an effective
compliance program and the importance of senior management and board
engagement. It throws light on the scandal thus forming a connection between the
importance of good corporate governance. In the final section, this paper suggests that
the board should ensure that the management develops a proactive compliance
program, corporate compliance officers must inform the audit committee directly of
significant compliance issues, board must ensure through an audit committee that it is
involved in a follow-up to identifies matter on regular basis.
10. “Corporate governance compliance practices in India18

Authors: Mehul Raithatha and Varadraj Badpat.

This paper is a study on Indian companies. Factors like size, profitability, leverage, foreign
ownership etc have been considered to understand their influence on disclosure. Strength of
committee and compliance level of the board have been concluded to have an influence on
corporate governance and disclosure.

CHAPTER 2: STATUTORY PROVISIONS

“Revised clause 49” has been made effective from January 1st 2006 by SEBI19 due to non-
preparedness of companies to fully comply with these regulations.

Quarterly compliance report should be submitted by the companies which shall comply with
clause 49 to the stock exchanges 15 days prior to the end of every quarter. This report shall

18
Mehul Raithatha and Varadraj Badpat, Corporate governance compliance practices in India, RESEARCH
JOURNAL OF FINANCE AND ACCOUNTING, 3 (2012).
19
Corporate governance in listed companies-clause 49 of the Listing Agreement, SEBI, (Oct 29 2004),
https://www.sebi.gov.in/legal/circulars/oct-2004/corporate-governance-in-listed-companies-clause-49-of-the-
listing-agreement_13153.html

7
 either be signed by the compliance officer or the CEO of the company. Before granting the
in-principle approval to the company for the first time, the stock exchange should verify that
all the provisions mandated have complied.

Mandatory disclosures as mentioned in “clause 49 of the Listing Agreement”:

1. Board:

a) Board composition: In a study conducted by patelli states that, “The board of directors acts as
one of the most important CG mechanisms in aligning the interests of managers and
shareholders.”20

·   Board should consist of optimum executive and non-executive

directors.

·   “At least half of the board should comprise of independent directors if

the chairman is an E.D./promoter/is related to anyone in the board.”

·   If the chairman is an ID, one-third members should mandatorily be

IDs.

·   At least one-woman director must be constituted in the board.

2. An Independent director is a non-executive director who:

·   “Director should not hold any monetary relationship with the company,
its promoters, its directors, its senior management or its holding
company, its subsidiaries and associates which may affect the
independence of the director apart from receiving their remuneration.”
·   Is not related to a person who is on the board or a level below the board
or promoters.
·       In the immediately preceding three years, he should have not been an
executive of the company.
·       He is not a partner/executive in the present in:
“Statutory or internal audit firm related to the company/legal/consulting
firms which hold a monetary relationship with the company.”
20
Patelli, Lorenzo & Prencipe, Annalisa, The Relationship between Voluntary Disclosure and Independent
Directors in the Presence of a Dominant Shareholder, EUROPEAN ACCOUNTING REVIEW (2007).

8
 ·       Is not a material “supplier/customer/lessor/lessee” for the company.
·       Is not a substantial shareholder of the company.

3. Board Meetings:
The maximum delay between two consecutive meetings shall not extend four months.
4. Sitting Fees:
Previous approval of shareholders is not required to decide the sitting fees of non-executive
directors as authorized by the “Companies Act 1956.21”
5. Code of Conduct for boards and senior management:
Code of conduct shall be laid down for senior management and board of the company which
should be uploaded on the website. This shall be adhered by all the senior management and
board and should be annually disclosed in the report with a declaration stating the same
signed by the CFO.
6. CFO/CEO Certificate:
CFO/CEO should certify to the board:

·       To the best of their knowledge, they have reviewed financial and cash flow
statements
·       The statements don’t conceal or display false material information
·       Existing accounting standards, laws and regulations are satisfied and depict
true sense of the company’s affairs.
·       To their notice and belief, the transactions entered into are not illegal.
·       They are responsible for internal control and any deficiency; they have
informed it to the audit committee and have taken informed decisions to
rectify these deficiencies.
·       a) significant changes that have taken place, b) significant accounting
changes which have also been mentioned in the financial year statements, c)
fraud that they have come to notice committed by any employee or
management having a significant role in the company’s internal control system
are indicated to the audit committee.

7. Duality:

21
Supra note, 9.

9
 The concentration of dual role power in a single individual can oversight the governance
roles, including disclosure policies. Essential balance in management can be provided by
separating these two roles and as recommended in “Revised Combines Code 2006.” “A
22

good CG principle expects that there should be a clear division of responsibilities at the helm
of the company, which should ensure a balance of power and authority, such that no one
individual has unfettered powers of decision.” The decisions of having a single person as the
chairman and CEO/M. D should be publicly justified.

8. Interests of Stakeholders: Environment, health and safety measures, Corporate social

responsibility and Industrial relations should be revealed.

Non-mandatory requirements:
1. On the board of the company, I.Ds can hold the office not exceeding nine years in total. This
is demanded by the Code of Best Practices.
2. Company may constitute a committee to decide the remuneration of executive directors and
this committee’s chairman shall be an ID and consist of a minimum number of three non-
executive directors. In the OECD’s guidelines, it was mentioned that directors should
disclose the mechanism for setting directors’ remuneration and its structure. Information
regarding compensation packages should include salary, bonuses, pensions, share payments
and all other benefits as well as reimbursed expenses.
3. Half-yearly declaration of financial statements consisting of major events may be sent to
shareholder’s residence.
4. For evaluation of non-executive board members, mechanism may be placed.
5. Whistleblower policy.23

CHAPTER 3: ANNUAL REPORT ANALYSIS OF YEAR 2002-03

The CG section of the Annual report of RIL has been used to understand the CG practices
followed24. To explicitly understand and show the effect of statutory provisions on corp.
governance disclosure, the author has chosen 2002-03 and 2008-09 annual reports and
analysed to portray the difference.

22
Pass, C., The revised Combined Code and corporate governance: An empirical survey of 50 large UK
companies, MANAGERIAL LAW, 48 (2006).
23
Supra Note, 19.
24
Supra note, 5.

10
Corporate governance disclosures made by Reliance Industries Limited in the
year 2002-03 in their annual Report 2002-03:

1. Composition of board:

The board consisted of 13 directors of which there are five executive

directors, one non-executive director and seven independent directors
as mentioned in the report. According to the revised clause 49,
independent directors should constitute a minimum half of the board
when the chairman is an executive director. Chairmen in the year
2002-03 were D.H.Ambani and M.D.Ambani who are executive
members. Thus, this clause has been satisfied. Further, the revised
guidelines mention that at least one-woman director should be a part of
the board which is not seen.

3. Board meetings:

Meetings have been held seven times in that year on these respective
dates: April 23rd 2002, July 31st 2002, Sept 2nd 2002, September 30th
2002 and January 31st 2003. The maximum gap can be seen as three
months. This is in compliance with the revised clause 49.

4. Sitting fees: Sitting fees are in compliance with the old provisions i.e.
with the mandate of shareholders as authorized by Companies Act,
1956.

5. Code of Conduct for the board and senior management: Code of

conduct has been laid in the form of Corporate Ethics policy and
Business Policy. Declaration with this effect signed by the CFO has
not been disclosed in the annual report.

6. CFO/CEO certificate stating the required mandates have not been

disclosed in the annual report.

11
 7. D.H.Ambani and M.H.Ambani were the chairman and M.H.Ambani
was the managing director, thus, distributing the power and
responsibility at the helm.

8. Interests of Stakeholders: Environment, health and safety measures,

Corporate social responsibility was revealed.

Non-Mandatory Disclosures:

1. There is no maximum tenure specified to the N.E.D.s as the company

is of the belief that it might result in loss of expertise however,
executive directors’ tenure is of five years. 

2. No details in regards to remuneration committee chairman have been

mentioned however, it consists of four independent, non-executive
directors thus complying with the clause 49. Remuneration paid to the
board of directors has been laid down in the annual report.

3. Half-yearly financial statements have been sent to the households of

shareholders.

4. For evaluation of non-executive board members, mechanism was

placed
5. “Code of conduct for prevention of Insider Trading” was established.
However, there has been no mention of whistleblower policy in the
annual report.25 

CHAPTER 4: ANNUAL REPORT ANALYSIS OF YEAR 2008-09.

Corporate governance disclosures made by “Reliance Industries Limited” in their annual

Report 2008-09:

25
RIL, Annual Report 2002-03, 2003, https://www.ril.com/getattachment/4c897441-74a4-4203-9a89-
1c869139b676/AnnualReport_2002-03.aspx, (Accessed October 16 2020)

12
1. Constitution of Board: RIL maintains an optimum combination of E.D and N.E.D.s. In its
report, the company has revealed the responsibilities, date of appointment, relationship with
directors, the appointment of lead independent director, and shareholdings of directors.
Biographical information and qualifications have also been mentioned of all the board
members. It has seven independent directors, out of 12 members’ board. One of these seven
members is a senior partner of a Solicitors’ and Advocates’ firm appointed by RIL thus
disqualifies to be an ID. Six IDs out of twelve members board satisfies the provisions laid
down under clause 49.

3. Board Meetings: Were held nine times as against mandatory minimum four as mentioned in
clause 49. Maximum duration between two consecutive meetings was found to be three
months

4. Sitting fees:

Sitting fees have been paid to the non-executive directors under the guidance of the
remuneration committee and Companies Act.

5. Code of Conduct for Board and senior members:

The code of Business conduct and ethics for directors and management personnel has been
adopted on 26th December 2005 through a resolution. The report states that senior
management and the board have adhered to the code of business conduct, however, there is
no explicit declaration given along with the addressees’ name, the signature of CEO and date
of declaration.

6. CEO and CFO Certificate:

Though there has been a mention in the CG Report that all the transactions were in
compliance of laws, there has been no certificate specifying the same as mandated in clause
49.

13
7. Chairman and CEO Duality:

RIL has allotted these two duties to a single individual thus resulting in the concentration of
power, responsibility at the helm. Further, there has been no public justification given for the
same.

8. Disclosure of Stakeholders’ Interests:

RIL has revealed various measures taken on EHS, HRD, CSR and IR. However, there has
been no mention of policies in this regard.

Non-Mandatory Disclosures:

1. The tenure and retirement age of non-executive directors has not been mentioned. However,
executive directors have a tenure of five years.

2. Remuneration committee Chairman is a “non-executive non-independent director”, though

RIL has disclosed him to be an independent director to satisfy the provisions mentioned
under clause 49.  Remuneration paid to non-executive directors has been mentioned though
there is no mention of performance-related incentives, details of perks and allowances of
individual executive directors.

3. Half-yearly financial statements have been sent to shareholders’ households.

4. For evaluation of non-executive board members, mechanism was placed

5. Whistleblower mechanism has been set up and members can complain about any such
practices to their immediate supervisor/ notified person. These reports received from
employees will be evaluated by the audit committee. Confidentiality is also promised26.
 
 
 
 

CHAPTER 5: CONCLUSION AND SUGGESTIONS.

26
RIIL, Twenty First Annual Report 2008-09, 2009, http://www.riil.in/pdf/annualreport_08_09.pdf, (Accessed
October 16 2020)

14
To protect the interests of shareholders without hindering the growth of enterprises, it is
crucial to come up with an effective CG mechanism. Annual reports communicate both
qualitative and quantitative information to the existing and potential shareholders, and the
general public. It also enhances accountability and transparency as mentioned in the
advantages above. Corporate management across the globe is of the belief that disclosure aids
economic growth.
At RIL, governance processes and the system has strengthened. Apart from merely
complying with the mandatory statutory provisions, RIL voluntarily discloses other essential
information. It believes that good CG is essential to uphold the interest’ of shareholders.
Voluntary disclosures depend on various reasons such as the size of the company,(there is a
positive relationship between disclosure and size of the company), Profitability(positive
relation), leverage(in order to gain the trust of creditors, there is more disclosure made),
ownership structure.27
RIL CGD has been assessed on the basis of the conditions of CGD as mentioned in clause 49
of the listing agreement. It can be seen that, though before the passing of revised clause 49 in
regards to corporate governance disclosure, RIL has disclosed its corporate governance, the
disclosure is more transparent and detailed after the passing of the clause. Additionally, it
helps in safeguarding the employees and members related to the company through
recommending various policies which can be adopted by companies such as whistleblower
policies etc which before the introduction of clause 49 were absent. This shows the impact
statutory provisions have on corporate governance disclosure. This study has a few
limitations. It is based on secondary sources and is limited to one listed company and thus
generalizing this data for the whole of India might not be accurate but will at least provide us
with insight. Many companies have not disclosed any of the essentials until this clause was
passed. Reluctance to disclose in the absence of statutory provisions can be depicted even
from the acceptance of Confederation of Indian Industry’s desirable code by just 6
companies.
 
From the analysis of the annual reports, it is evident that there is still some scope of
improvement in their corporate governance disclosure. These improvement areas are similar
to that of other Indian firms. Following are the suggestions where improvement can take
place:
27
Puri, Veerma & Kumar, Manoj, Factors influencing adoption and disclosure of voluntary corporate
governance practices by the Indian listed firms, INTERNATIONAL JOURNAL OF CORPORATE GOVERNANCE
(2018).

15
·   To recognize the CEO and chairman duality. Additionally, a public justification for having a
single person in the posts of chairman and CEO/MD.
·   Disclosure of tenure and age limit of the whole board.
·   Affirmation given through signature by CFO of compliance of Code of conduct followed by
senior management and board.
·   Disclosure of “CEO and CFO” certificate in the annual report.
·   Disclosure of company’s policies in regards to “EHS, HRD, CSR and IR.”28
Reliance group has been exemplary in regards to Corporate governance disclosure practices
and can be considered as a good precedent which can be adopted by other companies.
 

References:

28
Supra note, 5.

16
1. Achintya Nath Sexena, Indrajit Dube & C. S. Mishra, Corporate Risk Disclosure: A
Review, 14 US-CHINA L. REV. 632 (2017).
2. Umakanth Varottil, India's Corporate Governance Voluntary Guidelines 2009:
Rhetoric or Reality, 22 NAT'l L. Sch. INDIA REV. 1 (2010).
3. Arjya Majumdar, Convergence in Corporate Governance: The Case of China and
India, 7 BRICS L.J. 59 (2020).
4. Shreeparna Dutta, Emergence and Development of Corporate Governance in UK,
USA and India, 6 INDIAN J.L. & Just. 72 (2015).
5. Pranav Mittal, The Role of Independent Directors in Corporate Governance, 4
NUJS L. REV. 285 (2011).
6. Madan Lal Bhasin, Corporate Governance Disclosure Practices: The Portrait of a
Developing Country, INTERNATIONAL JOURNAL OF BUSINESS AND
MANAGEMENT (2010).
7. Peter Collett and Sue Hrasky, Voluntary Disclosure of Corporate Governance
Practices by Listed Australian Companies, CORPORATE GOVERNANCE, 13
(2015).
8. Madan Lal Bhasin, Dr. Hasan Mohammed Bamahros, Voluntary Reporting of
Corporate Governance Information in Annual Reports: An Empirical Study of an
Asian Country,INTERNATIONAL JOURNAL OF MANAGEMENT SCIENCES AND BUSINESS
RESEARCH (2016).
9. Emmanuel, U. Oki, Sabastian, S. Maimako, Corporate Governance Disclosure
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