flowchart LR
A["Effects of <br> Corporate Governance"] --> B[Firm-Level Effects]
A --> C[Country-Level Effects]
B --> B1[Cost of Capital]
B --> B2[Access to External Finance]
B --> B3[Firm Value]
B --> B4[Operational Performance]
C --> C1[Capital Market Depth]
C --> C2[Foreign Investment]
C --> C3[Economic Growth]
D["Major Structural <br> Issues in India"] --> D1[Concentrated Promoter Ownership]
D --> D2[Board Composition and Independence]
D --> D3[Related-Party Transactions]
D --> D4[Executive Compensation]
D --> D5[Audit Oversight]
D --> D6[Minority Shareholder Protection]
D --> D7[Group Structures]
D --> D8[Family, SOE, and Bank Governance]
%% Style
classDef dark fill:#2e4057,color:#ffffff,stroke:#ff9933,stroke-width:3px,rx:10px,ry:10px;
class A,B,B1,B2,B3,B4,C,C1,C2,C3,D,D1,D2,D3,D4,D5,D6,D7,D8 dark;
7 Effect of Corporate Governance and Major Structural Issues
ImportantLearning Objectives
By the end of this chapter, the reader will be able to:
- Identify the principal channels through which corporate governance affects firm value, the cost of capital, access to external finance, and the welfare of stakeholders, drawing on the empirical literature.
- Explain the dominant governance problem of Indian listed companies as the principal-principal conflict between controlling promoters and minority shareholders, and contrast it with the principal-agent conflict that dominates Anglo-American corporate governance.
- Analyse the principal structural issues in Indian corporate governance, including board composition and independence, concentrated promoter ownership, related-party transactions, executive compensation, audit oversight, minority shareholder protection, group structures, and the governance of family-owned firms, state-owned enterprises, and banks.
- Apply the related-party transaction regime under Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI LODR Regulations to a typical inter-affiliate dealing in an Indian group structure.
- Evaluate, with reference to the leading Indian governance episodes since 2009, the effectiveness of the Indian governance regime in addressing the structural issues identified.
7.1 Introduction
Chapter 6 set out the conceptual foundation of corporate governance and traced its evolution in Indian law. This chapter takes up the next set of questions. What difference does corporate governance make? Through what channels does it operate? What are the major structural issues that Indian corporate governance addresses, and how well does it address them?
Two propositions frame the chapter. The first is that corporate governance has measurable effects on firm-level outcomes such as the cost of capital, access to external finance, and long-run firm value, and on country-level outcomes such as the depth of the capital market and the willingness of foreign investors to commit capital. The empirical literature supporting these propositions has accumulated substantially over the past three decades and has shaped the design of regulation in India and elsewhere.
The second proposition is that the structural issues confronting Indian corporate governance are not identical to those of the Anglo-American framework on which much of the early regulatory architecture was modelled. Indian listed companies are typically not characterised by the dispersed ownership and managerial control of the Berle-Means corporation. They are more often characterised by concentrated ownership in the hands of a promoter family or group, with substantial control over the board and the executive cadre. The dominant governance problem in such firms is not the principal-agent conflict between dispersed shareholders and self-interested managers, but the principal-principal conflict between controlling promoters and minority shareholders. Almost every distinctive feature of Indian governance reform of the past two decades, including related-party transaction regulation, minority shareholder protection, independent director eligibility, and group-structure disclosure, can be understood as a response to this principal-principal problem.
7.2 The Effects of Corporate Governance
The proposition that better corporate governance produces better firm-level outcomes is now supported by an extensive empirical literature. The principal channels are summarised below.
7.2.1 Effects on Firm Value
The most influential empirical study is Corporate Governance and Equity Prices (2003) by Paul A. Gompers, Joy L. Ishii, and Andrew Metrick, published in the Quarterly Journal of Economics. The authors constructed a Governance Index (G-Index) based on twenty-four governance provisions of approximately 1,500 large American firms during the 1990s and tested whether firms with stronger governance produced higher returns.
NoteGompers, Ishii, and Metrick (2003): The G-Index Study
The authors found that an investment strategy that bought firms in the lowest decile of the G-Index, those with the strongest shareholder rights, and sold short firms in the highest decile, those with the weakest shareholder rights, would have produced an annualised abnormal return of approximately 8.5 per cent during the 1990s. The result was robust to a range of alternative specifications and risk adjustments.
The interpretation, broadly accepted in the subsequent literature, is that firms with stronger governance command higher valuations because they offer investors better protection against the agency costs of managerial discretion.
For India, Bernard S. Black and Vikramaditya S. Khanna’s 2007 study Can Corporate Governance Reforms Increase Firm Market Values? Event Study Evidence from India used the staggered application of Clause 49 to large versus small listed firms to estimate the causal effect of governance reform on firm value. The authors found that the announcement of Clause 49 was associated with abnormal positive returns for the firms to which it applied, supporting the proposition that governance reforms produce measurable value effects in the Indian context.
7.2.2 Effects on the Cost of Capital and Access to Finance
A complementary line of empirical research has examined the effect of corporate governance on the cost of capital and on access to external finance. Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert W. Vishny published a series of influential papers between 1997 and 2002 documenting the cross-country relationship between investor protection, the depth of capital markets, and the cost of capital.
NoteLa Porta, Lopez-de-Silanes, Shleifer, and Vishny (1997, 1998, 2002): The LLSV Studies
The LLSV studies established three propositions on the basis of cross-country data covering most major economies:
Countries with stronger investor protection have deeper and more liquid capital markets, with more listed companies relative to gross domestic product and a larger value of stock market capitalisation.
Countries with stronger investor protection have lower costs of equity and debt capital for similar-quality firms, with the difference attributed to investors’ willingness to pay more for stronger contractual protection.
Within countries, firms with stronger firm-level governance command lower cost of capital than firms with weaker governance, particularly in countries with weaker country-level investor protection.
Klapper and Love’s 2004 study Corporate Governance, Investor Protection, and Performance in Emerging Markets, using data from fourteen emerging markets including India, found that firm-level governance scores were positively correlated with operating performance and market valuation, and that the relationship was strongest in countries with weaker country-level investor protection. The interpretation is that firm-level governance can substitute, at least partially, for weak country-level governance.
7.2.3 Effects on Stakeholders
Beyond shareholders, corporate governance affects employees, creditors, customers, suppliers, and the broader community in which the firm operates. The mechanisms include the protection of contractual counterparties through better enforcement, the channelling of resources towards productive investment rather than self-dealing, the support of long-term employment relationships, and the reduction of negative externalities such as environmental degradation. The empirical literature on stakeholder effects is less developed than the literature on shareholder effects, but the available evidence is broadly consistent with the proposition that governance improvements produce stakeholder gains alongside shareholder gains.
7.2.4 Country-Level Effects
At the country level, corporate governance affects the depth of the capital market, the willingness of foreign investors to commit capital, the cost of financial intermediation, and ultimately the rate of economic growth. India’s progressive accession to the foreign investment-friendly index categories of MSCI, FTSE, and similar global benchmark providers since the early 2000s has been associated with substantial inflows of foreign portfolio investment. Although these inflows reflect many factors, the strengthening of Indian corporate governance through Clause 49, the Companies Act, 2013, and the SEBI LODR Regulations is widely regarded as a contributing factor.
TipThe Empirical Case for Governance Is Strong but Not Absolute
The empirical case that governance affects firm value, cost of capital, and country-level capital market development is now strong. The case is not, however, absolute. Some studies find weaker or null effects, particularly when alternative governance measures are used or alternative econometric specifications are applied. The honest summary is that governance matters, that the magnitude of the effect is meaningful, and that the precise quantification varies with the measurement approach and the institutional context.
7.3 The Distinctive Indian Governance Problem: Principal-Principal Conflict
Most of the foundational corporate governance literature was written in and about the United States and the United Kingdom, where the typical large listed company has dispersed ownership and managerial control. In such firms, the dominant governance problem is the principal-agent problem: how to ensure that managers, who control the firm but do not own it, act in the interest of the dispersed shareholders, who own the firm but do not control it.
In India, by contrast, the typical large listed company is not Berle-Means in structure. The promoter family or group typically holds a controlling interest, often between 40 per cent and 75 per cent of the equity, and exercises substantial influence over the board and the executive cadre. The shareholders who do not own a controlling interest are typically retail investors, domestic institutional investors, and foreign portfolio investors, each holding a small fraction of the equity individually.
NoteLa Porta, Lopez-de-Silanes, and Shleifer (1999): Concentrated Ownership Is the Norm Outside the Anglo-American World
The 1999 paper Corporate Ownership Around the World established that the Berle-Means corporation is the exception rather than the rule globally. In most major economies, including continental Europe, East Asia, and Latin America, the typical large firm has a controlling shareholder, often a family. India follows the same pattern.
The implication is that the Anglo-American principal-agent framework is the wrong starting point for analysing the typical Indian listed company. The right starting point is the principal-principal conflict between the controlling shareholder and the non-controlling shareholders.
The principal-principal problem manifests itself in several distinctive forms. The controlling promoter may direct corporate resources to related-party transactions that benefit the promoter at the expense of the company. The controlling promoter may resist corporate actions, such as mergers or sales of business units, that benefit minority shareholders but reduce the promoter’s control. The controlling promoter may use the corporate treasury to fund acquisitions that serve the promoter’s broader group interests rather than the listed company’s interests. The controlling promoter may concentrate decision rights in a small number of trusted directors and executives, leaving the formally independent directors with limited effective influence.
TipThe Promoter Pattern Is Not in Itself a Problem
A frequent error in early-stage analysis is to treat the existence of a controlling promoter as itself a corporate governance problem. It is not. Controlling shareholders bring substantial benefits to the firm, including long-term commitment, strategic continuity, willingness to bear concentrated risk, and the alignment of management and ownership interests. The governance problem is not the existence of the promoter but the absence of effective constraints against the abuse of promoter power. Indian governance reform should be understood as the design of those constraints, not as an attack on concentrated ownership per se.
7.4 Major Structural Issues
The structural issues addressed by Indian corporate governance reform can be grouped under several headings. Each receives detailed examination below.
7.4.1 Board Composition and Independence
The board of directors is the principal monitoring body of the corporation. Its capacity to monitor depends on its composition, the diversity of its skills, the integrity of its members, and their independence from management and from controlling shareholders.
Section 149(4) of the Companies Act, 2013 requires every listed public company to have at least one-third of the total number of directors as independent directors. Section 149(6) defines an independent director by reference to a detailed set of negative criteria, including no pecuniary relationship with the company, no relationship of relatives with promoters or directors, no holding of two per cent or more of voting power, and no service as a key managerial personnel of the company in the preceding three years.
Regulation 17 of the SEBI LODR Regulations requires:
NoteBoard Composition under SEBI LODR Regulation 17
For listed entities with a non-executive chairperson, at least one-third of the board shall comprise independent directors.
For listed entities with an executive chairperson, at least half the board shall comprise independent directors.
For the top one thousand listed entities by market capitalisation, the chairperson shall be a non-executive director, and where the chairperson is also a promoter or related to a promoter, the listed entity shall have at least one-half of the board comprising independent directors.
The board shall have at least one woman director, and for the top one thousand listed entities, at least one independent woman director.
The independent director regime, while substantially strengthened since 2013, continues to face critiques. The pool of qualified candidates is limited; the time commitment expected of independent directors of large listed companies is substantial; the social and professional networks within which independent directors are recruited overlap considerably with those of the promoters; and the personal liability exposure of independent directors has chilled the willingness of senior professionals to take on the role.
7.4.2 Concentrated Ownership and Promoter Control
The Indian regulatory framework recognises the distinctive role of the promoter and applies several specific rules to promoter conduct. Section 2(69) defines a promoter to include any person identified as such in the prospectus or annual return, any person who has control over the company’s affairs, and any person in accordance with whose advice the board is accustomed to act. The SEBI Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018 impose lock-in obligations on promoter shareholding following an initial public offer; the SEBI Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011 govern changes in promoter holding; and the SEBI Insider Trading Regulations apply with particular force to promoter dealings in the company’s securities.
7.4.4 Executive Compensation
Executive compensation is the channel through which the firm aligns the incentives of its senior managers with the interests of the firm. The Indian regulatory framework imposes constraints on executive compensation through Section 197 of the Companies Act, 2013, which caps the aggregate managerial remuneration at 11 per cent of net profits computed under Section 198, and through the requirement of approval by a nomination and remuneration committee constituted under Section 178.
The principal contemporary challenges in Indian executive compensation are the explosion of CEO pay in the listed segment, the persistent concerns about pay-performance sensitivity, the disclosure of compensation through complex equity-linked instruments, and the alignment of compensation with environmental, social, and governance objectives. The 2021 amendments to the LODR introduced specific disclosure requirements on the ratio of CEO compensation to median employee compensation and on the rationale for any annual increase.
7.4.5 Audit Oversight and Auditor Independence
The audit committee, constituted under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, is the principal mechanism for the oversight of financial reporting and the management of auditor relationships. The audit committee comprises a minimum of three directors with a majority of independent directors and is chaired by an independent director.
Auditor independence is supported by the rotation requirements of Section 139 (mandatory rotation of audit firms every ten years for listed and certain other companies, with a five-year cooling-off period), the prohibition of certain non-audit services under Section 144, and the disclosure of audit fees and non-audit fees in the financial statements. The Naresh Chandra Committee report of 2002 was the principal source of these requirements, and the auditor accountability framework has been further strengthened in response to subsequent failures.
7.4.7 Disclosure Quality
Disclosure is the proximate means by which transparency is achieved. The Indian framework now requires disclosure across financial statements, the board’s report, the corporate governance report, the related-party transaction register, the BRSR for listed entities, and a range of event-based disclosures to the stock exchanges and the Registrar of Companies. The cumulative effect is that listed Indian companies disclose substantially more information today than they did two decades ago. The remaining concerns about disclosure quality focus on consistency across periods, comparability across firms, and the integration of financial and non-financial information.
7.4.8 Group Structures and Holding-Subsidiary Complexity
Complex group structures, with extensive cross-holdings and pyramidal layering, create governance challenges that are not adequately addressed by single-entity governance rules. The issues include the protection of minority shareholders in subsidiaries against decisions taken in the interest of the wider group, the consolidation of reporting and audit across group entities, the regulation of intra-group transactions, and the resolution of distress at the group level.
The Companies Act, 2013, in Section 2(87), defines the holding-subsidiary relationship; Section 129 requires the consolidation of financial statements; Section 186 regulates inter-corporate loans and investments; and the related-party transaction regime addresses intra-group dealings. The IL&FS episode of 2018, examined as a case study in Chapter 6, illustrated the limits of these provisions when applied to a group of more than three hundred entities.
7.4.9 Family-Owned Business Governance
The governance of family-owned businesses raises distinctive issues. The succession of leadership, the management of inter-generational ownership transitions, the inclusion or exclusion of non-family executives in senior roles, the governance of family councils and family offices, and the relationship between family interest and listed-company interest all require institutional treatment that goes beyond the standard corporate governance template.
Indian listed companies dominated by founding families, including the Tata, Birla, Bajaj, Mahindra, Murugappa, and many other groups, have developed varied institutional responses to these issues. The Aditya Birla Group’s separation of the family office from the listed entities, the Murugappa Group’s family constitution and council, and the Bajaj Group’s professional CEO with family chair are illustrative examples.
7.4.10 State-Owned Enterprise Governance
State-owned enterprises (SOEs) in India operate under a dual regime. They are subject to the Companies Act, 2013 and the SEBI regulations to the extent they are listed, and they are subject to additional requirements under the Department of Public Enterprises guidelines. The boards of SOEs include nominee directors of the central or state government, the auditing is supervised by the Comptroller and Auditor General, and key personnel appointments are made through the Public Enterprises Selection Board.
The governance challenges of SOEs include the risk of political interference in commercial decisions, the difficulty of attracting top-tier talent given the public-sector remuneration structures, the alignment of SOEs with broader policy objectives that may not maximise commercial value, and the disclosure of SOE-specific risk exposures.
7.4.11 Bank Governance
Bank governance is subject to a specialised regime overlay administered by the Reserve Bank of India. The Banking Regulation Act, 1949 and the RBI’s circulars on board composition, fit-and-proper requirements for directors, governance of audit and risk committees, and reporting on financial soundness all supplement the general Companies Act framework. The Yes Bank failure of 2020, examined as a case study below, illustrated the consequences of governance deficiencies in a private-sector bank.
7.5 Case Studies
7.5.1 Case Study 1: ICICI Bank, Videocon, and the Chanda Kochhar Episode (2018–2019)
In 2018, allegations were made that loans extended by ICICI Bank to the Videocon group had been influenced by the personal financial relationship between the chief executive officer of ICICI Bank, Chanda Kochhar, and her husband Deepak Kochhar, who had received funds from a Videocon-linked entity. The allegations led to internal investigations, regulatory scrutiny by SEBI and the Reserve Bank of India, and ultimately to the chief executive officer’s removal from office in 2019. The Bombay High Court subsequently quashed the dismissal, and the matter has continued through the Indian legal system.
The episode illustrates several features of governance failure in a major Indian financial institution. The mechanisms intended to prevent conflicts of interest, including the related-party transaction disclosure regime, the audit committee’s review of credit decisions, and the bank’s whistleblower channels, did not surface the conflict at an early stage. The governance response, when it eventually came, was substantially driven by external regulatory and journalistic pressure rather than by internal monitoring mechanisms. The eventual resolution required substantial regulatory intervention, including changes to the bank’s board composition and the strengthening of its compliance architecture.
Discussion Questions
- What features of the ICICI–Videocon episode reflect a failure of the related-party transaction regime, and what features reflect failures in adjacent areas such as credit oversight and conflict-of-interest management?
- To what extent should banks be subject to a specialised related-party transaction regime, distinct from the general Section 188 framework, given the systemic implications of bank credit decisions?
- What lessons does the episode offer for the role of independent directors and the audit committee in monitoring senior executive conduct?
7.5.2 Case Study 2: Yes Bank and the Limits of Independent Director Oversight (2020)
Yes Bank Limited, a private-sector bank, was placed under a Reserve Bank-led reconstruction scheme in March 2020 following a sustained deterioration in asset quality, capital adequacy, and depositor confidence. The reconstruction involved the partial write-down of additional tier-one bonds, the dilution of existing shareholders, and the infusion of equity by the State Bank of India and a consortium of other banks. The founder chief executive officer was subsequently arrested on allegations of corruption and money laundering, and the previous board was replaced.
The Yes Bank episode raised several questions about the governance of private-sector banks in India. The board had included a substantial proportion of independent directors meeting the formal SEBI LODR criteria. The audit committee had been chaired by an independent director. The auditor had issued unqualified opinions for several years. Yet the deterioration in asset quality had not been surfaced, monitored, or addressed in time to prevent the eventual reconstruction. The questions are not merely about the conduct of the founder but about the effectiveness of the surrounding governance architecture.
Discussion Questions
- To what extent did the Yes Bank failure reflect a failure of the formal governance architecture, and to what extent did it reflect the limits of any architecture against determined misconduct by a controlling executive?
- What changes to independent director eligibility, audit committee composition, or supervisory oversight would have been most likely to prevent or mitigate the failure?
- Should bank governance under the Reserve Bank’s framework be more prescriptive on the substance of credit oversight rather than on the form of board committees?
7.5.3 Case Study 3: Fortis Healthcare and the Singh Brothers (2017–2018)
Fortis Healthcare Limited, a major Indian hospital chain founded by Malvinder Singh and Shivinder Singh, was the subject of a sequence of governance disclosures and disputes between 2017 and 2018. The disclosures included allegations of related-party transactions between Fortis and entities controlled by the Singh brothers, including the alleged movement of cash from Fortis to entities outside the Fortis perimeter. The brothers eventually resigned from the board, the company was acquired by IHH Healthcare Berhad of Malaysia, and litigation continued in multiple forums.
The Fortis episode illustrates the principal-principal conflict in its most acute form. The Singh brothers, as controlling promoters, were alleged to have used the listed company as a financial resource for their wider business interests, in transactions that were neither approved through the related-party transaction regime nor disclosed to the non-controlling shareholders. The governance response, when it came, depended on disclosures made by external advisers and on regulatory action by SEBI rather than on the internal governance architecture of Fortis itself.
Discussion Questions
- To what extent did the Fortis episode reflect a failure of the formal related-party transaction regime, and to what extent did it reflect a failure of independent directors to surface and challenge the controlling shareholders’ conduct?
- What additional mechanisms, beyond the formal regime, might be useful in protecting minority shareholders against principal-principal conflicts of the kind illustrated by Fortis?
- How does the eventual acquisition of Fortis by a strategic foreign acquirer reflect the role of takeovers as a market-based governance mechanism?
Summary
| Concept | Description |
|---|---|
| Effects of Corporate Governance | |
| Effects on Firm Value | Empirical evidence that firms with stronger governance command higher market valuations and produce abnormal returns over time |
| Gompers, Ishii, Metrick (2003) | United States study using a twenty-four-provision G-Index that found stronger-governance firms outperformed weaker-governance firms by approximately 8.5 per cent annually in the 1990s |
| Black and Khanna (2007) | Event study using the staggered application of Clause 49 in India that found governance reform produced abnormal positive returns for the affected firms |
| LLSV Studies (1997–2002) | Cross-country studies establishing that stronger investor protection produces deeper capital markets, lower cost of capital, and higher firm valuations |
| Klapper and Love (2004) | Emerging market study finding that firm-level governance scores correlate positively with operating performance and valuation, particularly in countries with weaker country-level protection |
| Effects on Cost of Capital | Empirical evidence that firms with stronger governance access equity and debt capital at lower cost than otherwise similar firms with weaker governance |
| Country-Level Effects | Effects of governance on capital market depth, foreign investment inflows, and ultimately on the rate of economic growth |
| The Distinctive Indian Problem | |
| Principal-Agent Conflict | The conflict between dispersed shareholders and self-interested managers that dominates Anglo-American corporate governance |
| Principal-Principal Conflict | The conflict between controlling shareholders and non-controlling shareholders that dominates Indian and most non-Anglo-American corporate governance |
| Concentrated Ownership Pattern | The empirical pattern that most large firms outside the Anglo-American world, including India, have controlling shareholders rather than dispersed ownership |
| Promoter (Section 2(69)) | Statutory term capturing any person identified as such, any person controlling the company's affairs, or any person on whose advice the board is accustomed to act |
| Board and Compensation Issues | |
| Board Composition (Regulation 17) | SEBI rule requiring at least one-third independent directors for non-executive chairperson companies, half for executive chairperson companies, and stricter rules for the top 1000 listed entities |
| Independent Director (Section 149(6)) | Statutory definition of an independent director by reference to detailed negative criteria on pecuniary, relational, and prior employment links to the company |
| Section 188 RPT Regime | Statutory regime requiring board approval and, above thresholds, ordinary resolution of members for related-party transactions, with the related party abstaining |
| Regulation 23 LODR RPT | SEBI regime imposing audit committee approval, shareholder approval for material RPTs, and enhanced disclosure for listed entities and their subsidiaries |
| Material RPT Approval | Threshold-based regime under Regulation 23 that escalates approval requirements as transaction size or cumulative size increases |
| Section 197 Compensation Cap | Aggregate cap of 11 per cent of net profits computed under Section 198 on managerial remuneration, with NRC and shareholder approval requirements above prescribed thresholds |
| Audit and Minority Protection | |
| Audit Committee (Section 177) | Mandatory committee with majority independent directors and independent chair that oversees financial reporting, internal controls, and related-party transactions |
| Auditor Rotation (Section 139) | Mandatory rotation of audit firms every ten years for listed and certain other companies, with a five-year cooling-off period before reappointment |
| Section 241 Oppression and Mismanagement | Statutory remedy by which members may apply to the National Company Law Tribunal against oppression of any member or mismanagement of the company |
| Section 245 Class Action | Statutory remedy by which 100 members or members holding 10 per cent of the issued capital may seek relief on behalf of the company against directors, auditors, or others |
| TCS v. Cyrus Investments (2021) | Supreme Court decision clarifying the threshold for oppression and mismanagement, requiring conduct that is burdensome, harsh, and wrongful rather than mere bona fide business decisions |
| Group, Family, SOE, and Bank Governance | |
| Group Structure Issues | Governance challenges arising from cross-holdings, pyramidal structures, intra-group transactions, and the protection of minority shareholders in subsidiaries against group-level decisions |
| Family Business Governance | Distinctive issues including succession, inter-generational transitions, family-versus-firm role boundaries, and the institutional design of family councils and family offices |
| State-Owned and Bank Governance | Specialised governance regimes overlaying the Companies Act, including Department of Public Enterprises guidelines for SOEs and Reserve Bank of India circulars for banks |