CORPORATE GOVERNANCE AND DIRECTORS’ FIDUCIARY DUTIES IN INDIA: A COMPARATIVE ANALYSIS UNDER THE COMPANIES ACT, 2013

Corporate governance has become a critical element of contemporary corporate law, especially in countries experiencing fast economic growth and growing numbers of investors. The passing of the Companies Act, 2013, in India has marked the transition from the traditionally prevalent compliance-based legal framework into a governance-oriented one, focusing on accountability, transparency, and fiduciary principles. This work provides a critical examination of the idea of corporate governance and fiduciary duties in India under the Companies Act, 2013, highlighting Sections 149 and 166, among others. The analysis looks into the development of duties of directors based on common law traditions and their implementation in Indian corporate law. Besides, the paper compares Indian legislation in terms of corporate governance with the United Kingdom and the United States and examines the gaps in the legislative framework. Moreover, judicial interpretation, independent directors' roles and responsibilities, and enforcement of corporate law in India and abroad are addressed in order to examine how effectively corporate law functions in India. Based on the findings obtained, it is concluded that while the Companies Act, 2013 has made significant contributions to governance principles, there is still much room for improvement.