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Due to increased globalization of trade, the business environment in most countries has become very competitive. Businesses have to work hard to find new customers and retain old ones. This has made good corporate governance indispensable to those who want to survive and flourish.

This revised text, now in its Third Edition, continues to discuss the contemporary issues of corporate governance in the wake of changing business ambience. It provides the students and professionals with an understanding of techniques and methods that can be used in practice for introducing effective governance in companies.

The Third Edition incorporates the updated revised SEBI rules and the powers given to it by the Government Ordinance in Chapter 12 (Highlights of SEBI’s Achievements) and Chapter 13 (Special Features of the Companies Amendment Bill, 2012). Besides, a new chapter on Corporate Social Responsibility (CSR) has been included as Chapter 10 which is an important aspect of corporate gover-nance. Case studies on CSR have been discussed which highlight the practice in organizations for treating CSR as a philosophy of the top management.


It is a valuable textbook for the students pursuing MBA, PGDM or MSW courses who are offered corporate governance as the select topic. Besides, practitioners will also find the book useful while reading the text along with the updated legal provisions and this will enable them to take a consolidated view on their decisions on corporate governance related issues.

Key Features

 • Many relevant and interesting case studies have been included in the chapters.
 • All the chapters have been enriched with conclusion and summary to have a quick recap of the topic.
 • Review questions have been added at the end of the each chapter which are designed to test the grasping of the subject knowledge by the students.
 • Text and cases on CSR, which is a mandatory activity under the Companies Amendment Bill, 2012 has been incorporated.
 • The revised text includes highlights of SEBI’s initiatives and the revision in its rules, and suggestions for changes in SEBI’s functioning.



Chapter 1      Introduction

Chapter 2      Shareholders and Their Role

Chapter 3      Directors and Their Role

Chapter 4      The Corporate Dashboard

Chapter 5      Measurement of Board Performance

Chapter 6      The Learning Board Model: Professionalizing the Board

Chapter 7      Performance of Management

Chapter 8      Summary of Codes of Best Governance

Chapter 9      Corporate Governance in India

Chapter 10   Corporate Social Responsibility

Chapter 11   Role of SEBI in the Current Scenario

Chapter 12   Highlights of SEBI’s Achievements

Chapter 13   Special Features of the Companies Amendment Bill, 2012

Chapter 14   Company Law            

Chapter 15   International Governance





Author Name  Prasad, Kesho 
About Author 

KESHO PRASAD is a management consultant who is specialized in Human Resource Management and General Management. Earlier, he worked as Additional General Manager in BHEL, Haridwar plant. He received his degree from the University of Patna and Diploma in Personnel Management from The London School of Economics and Political Science, University of London and PG Diploma in Business Administration from Leeds College of Commerce, Leeds, UK.
He has worked for reputed industrial organizations and on two projects of World Bank. Mr. Kesho Prasad has a rich experience in areas of Human Resource Management, Training and Development and Industrial Relations. He has authored books—Strategic Management: Text and Cases, and Strategic Human Resource Development (published by PHI Learning). Other books authored by him are: Organizational Development for Excellence, Getting the Right People and Strategic Human Resource Management: Text and Cases.

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