Corporate Governance Services in India
Corporate governance in India has moved well beyond a compliance checkbox. The Companies Act 2013, SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations 2015, and increasing scrutiny from institutional investors and lenders have made governance a real business imperative. Companies that treat governance as a formality face higher risk of regulatory penalty, investor exits, credit downgrades, and reputational damage. Companies that treat governance as a competitive advantage build faster, raise capital more easily, and survive management transitions better.
The challenge is that most companies — listed and unlisted alike — do not have dedicated governance expertise in-house. Board processes may be technically compliant on paper but dysfunctional in practice. Audit committees may meet composition requirements under Section 177 of the Companies Act without ever actually scrutinising the matters they are supposed to scrutinise. Risk management frameworks may exist as policy documents without being operationalised in any meaningful way.
N D Savla & Associates provides practical, implementation-focused corporate governance advisory services to companies across Mumbai and India — covering governance framework design, board structure review, Companies Act 2013 compliance, risk management policy, governance audit, and SEBI LODR compliance. Our governance advisory draws on the same expertise that underpins our internal audit and SOX audit services — giving clients an integrated view of governance, risk, and control.
What Is Corporate Governance — and Why Does It Matter for Indian Companies?
Corporate governance is the system of rules, practices, and processes by which a company is directed, controlled, and held accountable to its stakeholders. It answers the fundamental question: who has authority in the company, how are decisions made, and who is accountable when things go wrong.
In India, corporate governance is governed primarily by the Companies Act 2013 and SEBI LODR Regulations 2015. The Ministry of Corporate Affairs at mca.gov.in is the primary regulatory authority for company governance — periodically updating thresholds, exemptions, and filing requirements that affect governance obligations.
Strong corporate governance matters because investors and lenders increasingly price governance risk into their decisions. A company with weak governance — opaque related party transactions, non-functional board — commands a lower valuation and faces higher borrowing costs. Companies with demonstrably strong governance command valuation premiums and maintain access to credit even in difficult markets.
Who Needs Corporate Governance Advisory Services?
Listed Companies on NSE and BSE
Listed companies are subject to the most demanding corporate governance requirements in India. SEBI LODR mandates independent director ratios, specific committee compositions, quarterly compliance certifications, related party transaction approvals, and a detailed corporate governance report in the annual report. Non-compliance attracts financial penalties from SEBI and stock exchanges, and can result in trading suspension for persistent violations.
Large Unlisted Public Companies
Unlisted public companies above prescribed thresholds under the Companies Act 2013 — by paid-up capital, turnover, or outstanding loans — must comply with mandatory governance requirements including independent directors, audit committees, and nomination and remuneration committees. Many large unlisted companies underestimate these obligations and carry significant compliance gaps that only surface during IPO due diligence or major borrowing.
Companies Preparing for an IPO
For a company planning an SME IPO or mainboard IPO, governance readiness is a prerequisite. SEBI's IPO eligibility requirements and due diligence standards require that governance structures be compliant and functional well before the DRHP is filed. Our corporate governance advisory for IPO-bound companies works alongside our IPO advisory services to ensure governance is deal-ready before the process begins.
Family-Owned Businesses Professionalising Governance
India's large base of family-owned businesses faces a distinct governance challenge — transitioning from informal, founder-controlled decision-making to a structured governance model that can attract professional management and external investment. Our financial due diligence and corporate governance advisory work together to support this transition.
Key Corporate Governance Requirements — Companies Act 2013 & SEBI LODR
The table below summarises mandatory corporate governance requirements applicable to Indian companies:
| Governance Requirement | Applicable To | Legal Provision | Key Obligation |
|---|
| Board Composition | All public companies; listed companies | Section 149, Companies Act 2013 | Minimum 3 directors; independent directors mandatory for listed and large unlisted public companies |
| Audit Committee | Listed companies; public companies with paid-up capital =?10 cr or turnover =?100 cr | Section 177, Companies Act 2013 | Min 3 directors, majority independent; reviews financial statements, internal audit, and RPTs |
| Nomination & Remuneration Committee | Listed companies; public companies above thresholds | Section 178, Companies Act 2013 | Reviews director appointments, KMP remuneration, and succession planning |
| Stakeholder Relationship Committee | Companies with more than 1,000 shareholders or debenture/deposit holders | Section 178(5), Companies Act 2013 | Addresses investor grievances; non-executive director as chairperson |
| Risk Management Committee | Top 1,000 listed companies by market cap | SEBI LODR Regulation 21 | Formulates and oversees enterprise risk management policy; periodic review of risk framework |
| Related Party Transactions Policy | All listed companies; public companies above thresholds | Section 188, Companies Act 2013 + SEBI LODR Reg 23 | Board and shareholder approval for material RPTs; policy disclosed on website |
| Vigil Mechanism / Whistle-blower Policy | Listed companies; companies accepting deposits; companies with =250 employees | Section 177(9), Companies Act 2013 + SEBI LODR | Direct access to Audit Committee chairperson; no victimisation of complainants |
| Annual Corporate Governance Report | All listed companies | SEBI LODR Schedule V | Detailed CG report in annual report; compliance certificate from CS or CA |
?? Thresholds and applicability conditions under the Companies Act and SEBI LODR are subject to change by MCA and SEBI notifications. Always verify current applicability for your company's specific category.
What Does Corporate Governance Advisory Cover?
Governance Framework Design
We design governance frameworks tailored to the company's size, ownership structure, regulatory obligations, and strategic ambitions — covering board charter, committee terms of reference, decision authority matrices, and governance calendar.
Board Structure and Composition Review
We review the company's current board composition against the requirements of Section 149 of the Companies Act 2013 and SEBI LODR — checking independent director ratios, tenure compliance, qualifications, and conflict-of-interest positions.
Related Party Transaction Policy and Compliance
Related party transactions are one of the highest-risk governance areas for Indian companies. We review the company's existing RPT policy, assess all related party transactions for compliance with Section 188 of the Companies Act and SEBI LODR Regulation 23, and design the approval workflow and disclosure process.
Risk Management Framework
A risk management framework is mandatory for the top 1,000 listed companies by market cap under SEBI LODR Regulation 21. We design enterprise risk management policies and frameworks that go beyond a risk register — covering risk appetite, ownership, escalation protocols, and Risk Management Committee reporting. This work connects to our Risk Control Matrix and anti-bribery and corruption risk assessment services.
Governance Audit — Independent Assessment
A governance audit independently evaluates whether a company's governance practices are actually compliant and functional. We assess board composition, committee functioning, policy completeness, disclosure adequacy, and internal control governance. This is distinct from a statutory audit — it focuses on governance structure and process, not financial accuracy.
How We Deliver a Corporate Governance Engagement — Our 6-Step Process
- Governance Diagnostic
We begin with a structured diagnostic of the company's current governance state — reviewing board composition, committee terms of reference, existing policies, statutory filings (ROC, SEBI), board meeting minutes, and recent disclosures.
- Regulatory Mapping
We map the company's specific regulatory obligations — determining which provisions of the Companies Act 2013 and SEBI LODR apply based on listing status, paid-up capital, turnover, and other criteria.
- Governance Framework Design
Based on the diagnostic and regulatory mapping, we design a governance framework tailored to the company — board charter, committee terms of reference, decision authority matrix, and governance calendar.
- Policy Drafting and Implementation Support
We draft all required governance policies — Code of Conduct, Whistle-blower Policy, RPT Policy, Risk Management Policy, Insider Trading Code — and support their adoption through board and committee resolutions.
- Compliance Calendar and Ongoing Monitoring
We set up a compliance calendar specific to the company's obligations and provide quarterly monitoring support — flagging upcoming deadlines, reviewing compliance status, and escalating gaps before they become violations.
- Governance Audit and Reporting
At the end of the engagement or as a standalone service, we conduct a governance audit covering board composition, committee functioning, policy compliance, disclosure quality, and internal control governance.
Why N D Savla & Associates for Corporate Governance Advisory
- Practical, not theoretical. Our corporate governance advisory is grounded in the Companies Act 2013, SEBI LODR, MCA notifications, and SEBI circulars as they currently stand — with current knowledge of applicability thresholds, recent amendments, and enforcement priorities.
- Integrated with audit and risk. Our governance advisory team works alongside our internal audit, risk advisory, and financial due diligence practices — so governance gaps are identified in context, not in isolation.
- Partner-level attention. Every governance engagement is led by a qualified Chartered Accountant partner. The governance audit report and compliance certifications carry professional CA accountability.
- Multi-city presence. With offices in Andheri (Mumbai), Charni Road (South Mumbai), Navi Mumbai, Thane, New Panvel, and Goa, we serve clients across Maharashtra and pan-India.
Frequently Asked Questions — Corporate Governance in India
What is corporate governance and why does it matter for Indian companies?
Corporate governance is the system of rules, practices, and processes by which a company is directed, controlled, and held accountable. In India it is governed primarily by the Companies Act 2013 and SEBI LODR Regulations 2015 for listed companies. Strong corporate governance builds investor confidence, reduces the risk of fraud and mismanagement, ensures regulatory compliance, and directly affects a company's ability to raise capital and attract quality board members.
Is corporate governance mandatory under the Companies Act 2013?
Yes. The Companies Act 2013 mandates independent directors (Section 149), Audit Committee (Section 177), Nomination and Remuneration Committee (Section 178), Stakeholder Relationship Committee (Section 178(5)), vigil mechanism (Section 177(9)), and related party transaction policies (Section 188). Listed companies must additionally comply with SEBI LODR 2015 which requires a Risk Management Committee, detailed corporate governance report, and quarterly compliance certifications.
What is the role of a CA in corporate governance advisory?
A Chartered Accountant reviews board structures and committee compositions for Companies Act compliance, assesses internal controls and risk management frameworks, drafts governance policies, conducts governance audits to evaluate compliance gaps, and provides compliance certifications required under SEBI LODR. A CA brings financial and regulatory expertise to assess whether governance frameworks are actually functional, not just formally in place.
What is a governance audit and how is it different from a statutory audit?
A governance audit is an independent assessment of a company's governance practices — evaluating board effectiveness, committee functioning, policy compliance, internal control adequacy, and ethical culture against applicable laws and best practice standards. A statutory audit verifies the accuracy of financial statements. A governance audit examines whether the company's governance structure and processes meet legal requirements and governance standards, identifying gaps that expose the company to regulatory risk and reputational damage.
Which companies must comply with SEBI LODR corporate governance requirements?
All companies listed on Indian stock exchanges — NSE, BSE, and regional exchanges — must comply with SEBI LODR Regulations 2015. Key requirements include mandatory independent directors, Audit Committee, Nomination and Remuneration Committee, Risk Management Committee (top 1,000 listed companies), whistle-blower policy, related party transaction policy disclosed on the website, and a detailed corporate governance report in the annual report. Non-compliance attracts penalties from SEBI and the stock exchanges.