Taxmann's Corporate Governance – Theory and Practice book by Anil Kumar

This book is based on the National Education Policy (NEP) and is a comprehensive textbook designed to illuminate the multifaceted concept of corporate governance. The book analyses governance theories, models, and applications, addressing both global perspectives and India-specific frameworks. It bridges theoretical discussions with examples, guiding readers to understand how robust governance structures can foster ethical, sustainable, and successful businesses.

It is written primarily for undergraduate students pursuing B. Com (Hons), B. Com (Programme), BBA, and BMS courses at Delhi University and other universities; the text also serves as an invaluable resource for postgraduate and MBA students who seek more profound insights into governance practices. Moreover, practitioners, regulators, and policymakers will find the blend of academic rigour and practical case studies beneficial for everyday reference, strategy formulation, and policy development.

The Present Publication is the Latest Edition (based on the NEP), authored by Prof. Anil Kumar, with the following noteworthy features:

• [Comprehensive Coverage] The textbook thoroughly discusses corporate governance principles, elucidating how businesses design oversight mechanisms to align company goals with stakeholder interests. It discusses a wide range of theories, such as Agency Theory, Stewardship Theory, Stakeholder Theory, Resource Dependency Theory, and Managerial Hegemony Theory, thereby building a holistic foundation for readers
• [Contemporary Relevance] Alongside classical governance constructs, the book addresses pressing issues such as insider trading, whistleblowing, shareholder activism, gender diversity on boards, and governance challenges faced by family-owned enterprises and multinational corporations. These discussions reflect the evolving landscape of corporate governance in today's fast-paced and globally interconnected markets
• [Global Case Studies] Recognising the influence of international developments on local practices, the text examines major corporate scandals worldwide—Enron, WorldCom, and Lehman Brothers, among others—to reveal the universal importance of transparency, accountability, and ethical leadership. It explains how legislative and regulatory measures like the Sarbanes-Oxley Act (USA), Cadbury Committee (UK), and OECD principles have transformed governance expectations across jurisdictions
• [Indian Context and Regulations] A significant portion of the book is devoted to understanding governance in India. It highlights the country's regulatory advancements, including the roles of SEBI (Securities and Exchange Board of India), the Ministry of Corporate Affairs, and industry bodies like the Confederation of Indian Industry (CII). Readers gain insight into the SEBI (LODR) Regulations, 2015, and other pivotal reforms, along with analyses of Indian corporate debacles such as Satyam, Kingfisher Airlines, IL&FS, PNB, and Yes Bank
• [Real-World Application] Through well-researched case studies and practical exercises, the book transcends theoretical knowledge. It illustrates how corporate governance failures—both in India and abroad—exposed systemic weaknesses in oversight and accountability, ultimately influencing sweeping policy changes and renewed emphasis on best practices
• [Alignment with NEP 2020] True to the National Education Policy 2020 vision, this textbook offers a learner-centric approach that encourages critical thinking, ethics, and a multidisciplinary perspective. It is structured to align with the Undergraduate Curriculum Framework-2022, ensuring its relevance and suitability for modern-day academia

The structure of the book is as follows:

• Chapter 1 | Conceptual Framework of Corporate Governance
• Introduces corporate governance, outlining its meaning, principles, and significance. This chapter lays out various theoretical underpinnings and contrasting international models of governance, supplemented by an exploration of classical texts like Kautilya's Arthashastra
• Chapter 2 | Board Structure and Directors
• Discusses the composition and types of boards, shedding light on diverse director roles—executive, non-executive, and independent. The chapter explains how board committees (e.g., audit, remuneration, nomination) function to safeguard stakeholder interests.
• Chapter 3 | Issues and Challenges of Corporate Governance
• Discusses critical governance concerns such as the role of independent directors, insider trading, and board duality. It highlights gender diversity and family business governance while featuring Gandhian Trusteeship as a unique perspective on ethics and responsibility.
• Chapter 4 | Global Corporate Failures and International Codes
• Investigates landmark corporate collapses like BCCI, Maxwell, Enron, WorldCom, Vivendi, and Lehman Brothers, emphasising the lessons they impart. The chapter also traces the evolution of international governance norms, including Cadbury Committee recommendations, the Sarbanes-Oxley Act, and OECD codes
• Chapter 5 | Corporate Governance in India
• It focuses on India's policy milieu—covering initiatives by SEBI, Government of India, and CII—as well as the Companies Act, 2013, and SEBI (LODR) Regulations. Students learn how seminal committees (Kumar Mangalam Birla, Narayana Murthy, Uday Kotak) have shaped corporate governance standards in India
• Chapter 6 | Corporate Failures and Scams in India
• Examines high-profile scandals like Satyam, Kingfisher Airlines, IL&FS, the PNB Heist, Yes Bank, and the ICICI Bank fraud case. The chapter pinpoints systemic vulnerabilities, governance lapses, and common pitfalls, offering practical takeaways on ethics and accountability