TABLE OF CONTENTS CERTIFICATE; DECLARATION; ACKNOWLEDGEMENT ; RESEARCH METHODOLOGY ; TABLE OF CONTENTS ; ABBREVIATIONS; TABLE OF CASES; CHAPTER - I: CONCEPT OF CORPORATE GOVERNANCE AND ITS SIGNIFICANCE FOR THE HELTHY RUNNING OF THE CORPORATION ; 1.1 Background and Scope ; 1.2 Need and Objective of Corporate Governance ; 1.3 Corporate Governance in India: An Overview; 1.4 Stakeholders in corporate governance and how far their rights recognized by law.; >- Shareholders; >- Employee; >- Creditors; >- Environment; >- State; >- Society; CHAPTER - II: REGULATORY REGIME FOR GOOD CORPORATE GOVERNANCE ; 2.1 Shareholder's Right and Corporate governance; 2.2 Role of Institutional Investors in Corporate Governance; 2.3 Legal regime of Directors in Corporate Governance; 2.3.1 Legal Position and fiduciary duties on directors; 2.3.2 Role of Independent Director in Corporate Governance; 2.3.3 Oppression and Mismanagement related provisions; 2.4 Role of Management in Corporate Governance; 2.5 Audit and Accounting; 2.5 .1 Rights and Duties of Auditor; A. Statutory duties; B. Duties under Chartered Accountants Act, 1949; C. General duties of care; 2.5.2 Liabilities of Auditor; 2.5.3 Problem in Auditing and Accounting in India; CHAPTER-III: CASE STUDY ; CHAPTER - IV: CONCLUSION AND SUGGESTION ; Bibliography; Annexure.