 Dear learners, today we are going to discuss about functioning of the company boards and this discussion for today is purely concentrated on the companies of Indian context, on the Indian board which is having a single tyre board. Let's see what's the role of board of directors. Board is consist of board of directors, at least there must be two in private companies and five in case of public companies. But we normally find the board of director comprise of more number than the minimum required level. The basic roles of the board of directors can be categorised in three categories. The first one is representational, second administrative and third is the functional. In the representational role, the board of director represent the company to the outside world to the external environment and they make the liaison function also. In the administrative role, they have to compliance with the legal and the regulatory framework as provided, as mandated by the company's law, by the depositories act, by the securities act and they also have to convene various meetings from the statutory to the AGM to the committee meetings as required by the different laws from time to time and some meetings are also required for the operational planning. In the third category, they are also required to make the appointments of officers and other employees for functioning of the company. They have to imply checks and control and make the operational planning. Thus, there are so many functions for the board which a single director cannot handle. Therefore, we have a committee structure. The need springs up from the following three categories like legal, administrative and skill enhancement. Our company law and specially the corporate governance regulations and class 49A makes legal requirement of framing board committees and board subcommittees. There are numerous and so many functions the board has to do, that's why they frame committees to make the work easier and more rational. This also increases transparency and thirdly, of course, there is project organization, there is skill enhancement and team effort. Thus we have types of board committees, there are two different categories. One is the general type and second is the frequent, infrequent or the need based. In the general type, most of the companies, they have standing committees and ad hoc committees and task force and advisory committees comprise of the infrequent types Like in the standing committee, most of the companies always have business development committee, finance committee, public relations committee, executive committee for looking into these functions exclusively. In the ad hoc committees which are made or which are formed when required, but mostly one or the other committee is being on run like ethics committee, investigation committee, research committee for any product, customer, whatever thing. And in the second infrequent types, there are task force. Task force, what is specified task, what type of committee is to be framed. Like there is change in the information system or change in the health initiative for the employees of the company and advisor committee, which is more important because we need the companies have to go with the green ethics, green architecture. So they frame environmental committee, assurance committee and different such type of advisory where they engage different specialists for these purposes. Thus, and the board committees are bestowed with different type of functions and different powers also, like they are allowed to obtain information from any department of the company at any time. Of course, within reasonable working hours, they are bestowed with the power to engage specialists as and when required with the due permission of the board, they can get clarification from the board if their recommendations are not being followed. They engage in resource development and planning. They also engage in different efforts to increase the goodwill. And they also suggest information. They also suggest need for formation of different types of committees assessing the different external situations. And of course, the fiduciary duties, which these committees perform on behalf of the total stakeholders of the company to the outside world. And they also review the performance of these other committees in somewhat subjective manner, but they also a kind of check is put by these committees. They make a reporting of their functioning to the board and they also liaise with the executive management. Therefore, they converse very diverse function of the board committees in different aspects. But as we know, there have been different types of corporate frauds, scams, scandals from Andron to WorldCom, Xerox from Satyam to Geithanpareek and so many things. Therefore, the need was felt to form different types of subcommittees of the board, whereas there will be some members of the board of directors and some from the executive management, some from the outsiders and they will function, they will manage the things in a commuted way. It won't be the prerogative of only the board committees. Thus, the corporate governance regulations were framed and subsequently with the formation, with the framing of clause 49A of the corporate governance and in our company law, there were different categories of subcommittees being recommended, but some committees which were very much essential, they had been made a mandatory provision for them, like the first one is the audit committee, second is the remuneration committee and third is the shareholders committee. Audit committee, had the audit committee been properly working, there would not have been any Satyam fraud, Satyam scandal, because all the things in audit committee, it is required that there should be at least three persons and one with most of them independent and non-executive directors and one of them should be financially literate and they are also capable of engaging external auditors. Therefore, any kind of fraud, anything which might happen, gets scanned through this committee and they are on a fiduciary duty to report the same to the board of directors and to the shareholders. These things make the functioning of the company more transparent, more rational, more openness and more disclosure. Second is the remuneration committee, second kind of fraud in the corporate world and mostly found in case of the highest remuneration being paid to the CEOs, to the other high officials, but there should be a check on the remuneration and whatever remuneration are being paid are to be sanctioned from the remuneration committee which should also be comprised with the majority of the independent directors and thirdly the shareholder committee because shareholders are the de facto owners of the company, so they must be properly dealt with, there should not be any discrepancy in their share transfer, issuance of share warrant or dividend being not paid or whatever these type of unclaimed dividends. So, these factors are to be dealt by the shareholders committee, their grievance addresses are also taken care over this. While in the non mandatory committee there can be not only three, there can be more than three committees, there can be any number like nomination committee, compliance committee, investor relation committee, public relation committee, employees committee, grievance redressal committee, it can be many. In these cases it is expected or it is desirable that it should be comprised with majority of the independent and the non-executive directors and they are also supposed to conduct some meetings and give the recommendations from time to time. Therefore, these committees though in a non-mandatory way are also being functional and are helping to a great extent. Basically, it is desirable that in case of mandatory committees it must be comprised, it should be comprised of most of the independent directors or non-executive directors. These committees help in fair disclosure and building transparency which is most important. Secondly, they also ensure compliances of different rules and regulations framed by the government, framed by the corporate laws and labour laws and business ethics. These committees assess the adequacy of functioning of different mechanisms in the company like the audit committee act as a three legs tool, internal auditor, external auditor and the audit committee members. So, all of them are equal partners. They are like in the system reporting and internal control which is one of the inherent function of the audit committee. They also help in making the more systematized manner of functioning. They help in building policy formation at different respects. They resolve different types of complaints which may be put to the committee which may be put in the help box and then let functioning of the shared trading also in a more transparent and a smooth manner and they monitor the performance of different types of subcommittees, employees or different matrix organization in the company. In case of non-mandatory committees, they help in building good corporate citizenship they organize different events, they make assure or they help in making the timely disclosure of material and statutory information. They also establish and monitor investor service centers. They ensure oversight and guidance of different types of activities being performed by the organization and they also evaluate different types of investment option being taken by taken up by the company. Thus we see a various types of functions are properly delegated, properly convened through the system of committee structure but there is a question. There are certain limitations which are drawing back the functioning of the companies like there is no capable way of measuring how the committees are being performed, what way they will perform like we cannot assess the measurement only by the number of meetings they have convened. There should be some outcome or how much outcome was accepted, how much recommendation of these meetings were accepted by the other people. So, there are certain buys and there is no mechanism as devised by the company law board or by any other such organization even SEBI for these type of purposes. Secondly, there is non-existent of formal Carter. Formal Carter is very much essential in case of different committees which details their duties, relationships, powers, functions and everything. Therefore, in their absence the things goes too much with the subjective buys like in audit committee they have said that there is a need of financially literate person in the committee but whom do you consider financially literate? A person with a graduation in commerce and experience throughout or CA or MBA or a person with any other degree of finance with less experience this is again a question mark. Next is complexity in coordination. So many committees some functioning may be overlapping so always there is a tug of war and pull off the functions who will do what which leads to complexity and inbredding. And of course, there is diversion of resources and administrative support. There are less number of staff who are overburdened with so many things and obviously there is a diversion of the time and resources which the organization has to support. Therefore, which reduces the efficiency of the functioning of the committees and there is an absence of standard guidelines which the committees has to follow in whatever situation. So these are the limitations of mandatory and non-mandatory committees of the board but there are some suggestions by which the committees can improve their performance like there should be a clear definition of their purpose and scope of activities who should do what and this should also be included in the articles of association at the time of the company is being formed. Therefore, when the things become clear the half job is done. Second, there should be an adequate committee size. Adequacy should depend upon the how big is the business depending on the turnover or depending upon the area of the operation or any such parameter maybe which the company law board recommends so that there is enough number of people to manage a particular thing. Second, thirdly, there should be a concerned chairman of these sub-committees who should know what thing he has to do. He should be wholeheartedly devoted for that purpose and should have a vision for that particular thing. Fourth, there should be careful selection of members because it is not possible that everybody should have a vision or should be willing to do every kind of activity. This selection should be given should be drawn out from a careful lot with their concern with a participative and a wholehearted management and next but not the least there should be proper evaluation of the committee performance by measuring how many decisions were taken in how many meetings and after implementation of those decisions what was the effect. So, these things will lead to a more efficient structure in the board functioning and in total this will also lead to a proper company functioning with least mismanagement and better regulated and a governed company and this will make the company a march towards good corporate governance and so that we will land up in an area where everybody can have a better competition with a more fair school and a powerful way to function. So, with this I end my discussion. That's thank you.