The present paper is a comprehensive study focusing upon the evolution of regulatory mechanism on corporate governance in India. After Liberalization, a lots of serious efforts have been made at improving the economic system in India. Corporate Governance was a part of new reforms in India. The word “governance” means control i.e. controlling a company, an organization etc or a company & corporate governance is governing or controlling the corporate bodies i.e. ethics, values, principles, morals. Corporate governance helps in establishing a system where a director is showered with duties and responsibilities of the affairs of the company. As a part these initiatives, the SEBI instituted the Clause 49 of the Listing Agreements dealing with corporate governance in India. This paper will analysis the evolution of Corporate Governance in India. The barriers that a developing economy like India has to face while implementing Corporate Governance.