Advisory · Governance

Corporate Governance that builds lasting trust.

Governance frameworks that align board oversight, executive accountability, and stakeholder interests — designed for Indian companies navigating the Companies Act, 2013, SEBI regulations, and evolving ESG expectations.

Corporate governance is the system by which companies are directed and controlled. It encompasses the structures, processes, and policies through which the board, management, and shareholders exercise their respective roles. At NDS Advisors, we help companies move beyond compliance into genuine governance excellence.

Weak governance is consistently the root cause behind corporate failures, regulatory actions, and erosion of investor trust. Whether you are a listed company meeting SEBI Listing Obligations requirements, an unlisted company preparing for fundraising, or a family-run business professionalising its operations, governance design is the foundation everything else rests on.

Our team brings practical experience across board advisory, audit committee support, policy drafting, and governance health assessments — helping organisations build structures that are transparent, accountable, and fit for purpose.

Our Corporate Governance Services

Board Structure & Composition Advisory

Guidance on optimum board size, director classification, independent director requirements, and committee constitution under the Companies Act, 2013 and SEBI LODR.

Governance Health Assessment

End-to-end diagnostic of your governance framework — board effectiveness, internal controls, disclosure practices, and compliance gaps — with a prioritised action plan.

Audit & Risk Committee Support

Assistance in constituting and operationalising audit and risk committees, including charter drafting, agenda design, and reporting frameworks.

Related Party Transaction Policies

Drafting and reviewing RPT policies, approval frameworks, and disclosure mechanisms compliant with Section 188 and SEBI requirements.

Code of Conduct & Ethics Frameworks

Designing codes of conduct, whistleblower policies, and ethics frameworks that set behavioural standards across the organisation.

Board Evaluation & Effectiveness

Facilitated board evaluation processes covering individual directors, committees, and the board as a whole — with structured feedback and improvement roadmaps.

Governance for Family Businesses

Transition support for family-owned enterprises professionalising their boards, separating ownership from management, and establishing family governance charters.

SEBI LODR Compliance Support

End-to-end compliance assistance for listed companies under SEBI Listing Obligations and Disclosure Requirements Regulations.

Our Process

Governance Diagnostic

Assessment of current board structure, policies, and practices against statutory requirements and best practice benchmarks.

Gap Analysis & Prioritisation

Identification of governance gaps, risk areas, and quick wins, prioritised by materiality and regulatory urgency.

Policy & Framework Design

Drafting or revising governance documents — charters, policies, codes, and board manuals — tailored to your business.

Implementation Support

Hands-on assistance in rolling out governance frameworks, training directors, and operationalising new processes.

Ongoing Monitoring

Periodic governance reviews, compliance health checks, and board effectiveness assessments to sustain improvement.

Why It Matters

✓Strengthens board accountability and decision-making

✓Reduces regulatory risk under Companies Act and SEBI

✓Improves investor, lender, and stakeholder confidence

✓Prepares the company for fundraising or IPO readiness

✓Builds a culture of transparency and ethical conduct

✓Supports ESG disclosures and sustainability reporting

✓Professionalises family businesses for the next generation

✓Reduces litigation risk through clearer decision trails

Frequently Asked Questions

Corporate governance is the framework of rules, practices, and processes that direct and control a company. For Indian companies, it matters because the Companies Act, 2013 and SEBI Listing Obligations impose specific governance requirements — and poor governance directly impacts fundraising ability, lender relationships, and regulatory standing.

All companies whose securities are listed on recognised stock exchanges in India must comply with SEBI LODR Regulations, 2015. Requirements cover board composition, committee constitution, related party transactions, and disclosure timelines — scaled by market capitalisation.

Listed companies must have at least one-third of the board as independent directors. Where the chairperson is executive, the requirement increases to half the board. Private companies are generally not required to have independent directors unless they meet prescribed thresholds.

Board evaluation is a structured assessment of individual directors, committees, and the board as a whole. It is mandatory for listed companies under SEBI LODR and must be disclosed in the annual report. It is considered best practice for unlisted companies preparing for fundraising.

We help family businesses establish family councils, draft governance charters, create independent board seats, define succession processes, and separate ownership from day-to-day operations — preparing the business for institutional investment and professional management.

An RPT policy defines how transactions between the company and related parties are identified, approved, and disclosed. Section 188 of the Companies Act and SEBI LODR require board and shareholder approval for material RPTs — making a clear policy essential for compliance and audit.

Build governance that earns trust.

Speak with our governance advisory team about board structuring, policy design, and SEBI compliance support for your organisation.