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This paper investigated the relationship between corporate governance and performance of listed Indian manufacturing firms between the periods of 2005 to 2012. Many Indian companies have improved their internal governance structures after implementation of Clause 49.The influence of board size, board composition, duality in terms of board leadership and promoter’s holding are examined in current Indian scenario judged in relation to two sets of financial performance .The survey of literature is used as qualitative measure for examining the relation of sampled variables and ordinary least square (OLS) method is used as quantitative tool for examining the relationship. This study hypotheses negative relation of board size and CEO status with financial performance and positive relation of corporate performance with board independency and insiders (promoters) holding. The findings suggest that profit margin is the only financial performance measure which is significantly related with internal governance structures.