One of the main concerns of the Indian Companies Act 2013 is to strengthen corporate governance. The new concepts of provisions for inclusion of woman director and independent directors in the composition of boards of directors of companies are introduced in the same. These concepts were not developed in India but have drawn heavily from the developments in UK's corporate governance specifically The Cadbury Report 1992.From the perspective of an Indian observer, the contrast between the two systems,which most obviously present themselves when she comes to study in UKis the constant voluntary approach adopted in the Corporate Governance framework of the UK. Indian corporate system, on the other side, started with voluntary approach and ended with mandatory rules in it's regulatory framework though rooted in UK corporate laws. Also, India differs from the UK, particularly in respect of it being a developing nation and higher concentration of shareholding of listed companies in families. It is of utter importance to ask the question that, how this legal transplantation is effective in India despite of the above-mentioned different approach in comparison to the UK?
For seeking an answer to the above-mentioned question, an analysis of the development of the corporate governance in India and UK is done by the author. This research endeavours to analyse both of the systems within the ambit of its scope. In this legal analysis of corporate governance of listed companies and role/composition of board of directors, the author employed the comparative analysis method as the two major themes in the works of Paul Davies and Klaus Hopt have been the role of board of directors and the comparative analysis of systems of company law. It therefore seemed appropriate to take as the topic of this thesis with the comparative theme relating to the board composition with respect to UK and India.
After a good stint in Legal and teaching profession, I decided to pursue PhD. My research interests are Corporate Governance, Directors of Companies, Environment Law and International Law.