Corporate governance

    81 pages carry this tag.

    Analysis

    A road sign pointing in two opposite directions
    ESG analysis

    Why ESG Ratings from Different Providers Disagree

    Credit ratings from different agencies usually agree. ESG ratings often do not. The reasons are built into how ESG ratings are made, and they change how investors should use them.

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    Leather chairs around a table in a meeting room
    ESG analysis

    Can Better Corporate Governance Reduce Financial Risk?

    Of the three letters in ESG, governance has the clearest link to investor losses. Most large Indian corporate failures began as governance problems before they became financial ones.

    5 min readRead more
    An open annual report with five red flags circled in red, and a magnifying glass over one of them
    Financial analysis

    Five red flags in financial statements

    Accounting problems rarely show up as one dramatic number. They show up as small places where the statements stop agreeing with each other. Here are five to check first.

    7 min readRead more
    A golden piggy bank
    Company analysis

    When a Debt-Free Balance Sheet Is a Warning, Not a Badge

    "Debt-free" is one of the most reassuring phrases in an investor presentation. Sometimes it signals strength. Sometimes it hides idle cash, disguised borrowing, or a business no lender will touch.

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    Concept Guides

    Concept Guide

    Corporate governance in India: the legal framework

    The laws, regulators and codes that decide how Indian listed companies are run, how the rules grew after each scandal, and the main conflict that Indian governance is built to manage.

    9 min readRead more
    Concept Guide

    Board structure and committees

    The rules on board size, independence and meetings, the five main board committees, and how to read a board's real structure from the annual report.

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    Concept Guide

    Independent directors: the rules and the real test

    The legal test for independence, the rules on tenure, appointment and resignation, and an eight-point checklist for judging whether a board's independent directors are really independent.

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    Concept Guide

    Promoter holding and pledging

    The signals in promoter holding, the mechanics of share pledging, the SEBI disclosure rules, and the red flags that point to forced selling or a change in control.

    10 min readRead more
    Concept Guide

    Related-party transactions and the 2025 thresholds

    How related-party deals are defined and approved, SEBI's new turnover-based thresholds, a five-step method for reading the related-party note, and the red flags that point to value leakage.

    10 min readRead more
    Concept Guide

    Audit opinions and auditor resignations

    Qualified opinions, emphasis of matter paragraphs and mid-term auditor exits are among the earliest public warnings of trouble. The opinion types, SEBI's resignation rules, and a red flag checklist.

    9 min readRead more
    Concept Guide

    Executive pay, ESOPs and ESG-linked pay

    The legal limits on managerial pay in India, the special votes needed for high promoter pay, how ESOPs work and dilute, and how to judge whether pay is linked to performance.

    9 min readRead more
    Concept Guide

    Shareholder rights, voting and proxy advisors

    The rights that minority shareholders have in India, which decisions need a special vote, how e-voting results reveal what investors think, and the role of proxy advisors.

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    Concept Guide

    Stewardship codes in India

    Stewardship codes ask mutual funds, insurers and pension funds to act as responsible owners of the companies they invest in. SEBI's six principles, the other Indian codes, and how to read a fund's voting record.

    7 min readRead more
    Concept Guide

    CSR under Section 135

    India is one of the few countries that makes companies spend on CSR by law. Who must spend, how much, on what, what happens to unspent money, and how analysts should read CSR disclosures.

    8 min readRead more
    Concept Guide

    Controversies and ESG event risk

    Accidents, protests, regulatory action and fraud allegations can hit a company far faster than any rating changes. How controversy scores work, four Indian examples, the gap between allegations and findings, and a simple way to build event risk into a valuation.

    9 min readRead more
    Concept Guide

    Engagement, voting and divestment

    The three tools investors have for changing company behaviour: talking, voting and selling. The research on which ones work, collaborative engagement through Climate Action 100+, the retreat of the net zero alliances since 2025, and Indian examples.

    8 min readRead more

    Formulas & Ratios

    Formula

    Promoter holding

    Promoter holding is the percentage of a company's shares owned by its founders or controlling group. Read with institutional holdings, its trend is an early warning of trouble long before it shows in the accounts.

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    Formula

    Board independence ratio

    Compare the ratio with the legal minimum that applies to the company. If the chair is a non-executive director with no promoter link, at least...

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    Formula

    Pledged shares as % of promoter holding

    Also calculate pledged shares as a percentage of total share capital. SEBI requires detailed reasons when combined encumbrance reaches 50% of promoter...

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    Formula

    CSR spend as % of average net profit

    The legal minimum is 2%. A figure below 2% is not automatically a breach if the gap relates to ongoing projects and has been moved to the Unspent CSR...

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    Formula

    RPT intensity

    There is no fixed safe level, because some business models depend on group trade. The useful tests are the trend (RPT intensity rising faster than...

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    Interactive Lessons

    Lesson

    Governance red flags

    Ten situations from the annual reports and exchange filings of hypothetical Indian listed companies. For each one, decide whether it is a red flag, worth a closer look, or normal practice.

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    Glossary

    Glossary

    Promoter

    The person or group that controls a company, usually its founder, a business group, a parent company or the government.

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    Glossary

    Related-party transaction (RPT)

    Any deal between a company and a related party, such as its promoters, directors, key managers, their relatives or the entities they control.

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    Glossary

    Independent director

    A non-executive director with no material relationship with the company, its promoters or its management that could affect their judgement.

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    Glossary

    Promoter holding

    The percentage of a company's shares owned by its promoter and promoter group: the founders, controlling family or parent company, and the people and entities connected to them.

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    Glossary

    Corporate governance

    The system by which companies are directed and controlled, including who makes decisions, who checks them and how shareholders are protected.

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    Glossary

    Promoter group

    The promoter together with close relatives and the companies, firms and trusts the promoter controls.

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    Glossary

    Pledged shares

    Shares that a promoter has given to a lender as collateral for a loan, usually a loan taken by the promoter or a promoter group company rather than by the listed company itself.

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    Glossary

    Encumbrance

    Any arrangement that restricts a shareholder's freedom to sell shares or gives someone else a claim over them.

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    Glossary

    Non-disposal undertaking (NDU)

    A promise by a shareholder to a lender not to sell or pledge certain shares while a loan is outstanding.

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    Glossary

    Board independence

    The share of a board made up of independent directors, and more broadly the board's ability to act separately from management and the promoter.

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    Glossary

    Lead independent director

    A senior independent director who leads the other independent directors, especially when the chair is not independent.

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    Glossary

    Audit committee

    The board committee that oversees financial reporting, auditors, internal controls and related-party deals.

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    Glossary

    Risk management committee (RMC)

    The board committee that oversees the company's risk framework, required for the top 1,000 listed companies.

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    Glossary

    CSR committee

    The board committee that sets and monitors a company's corporate social responsibility policy and spending.

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    Glossary

    Omnibus approval

    A single advance approval for a set of repeated related-party transactions, within stated limits, instead of approving each one separately.

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    Glossary

    Arm's length

    A deal made on the same terms that two unrelated parties would agree to in the open market.

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    Glossary

    Unmodified opinion

    A "clean" audit opinion stating that the financial statements give a true and fair view.

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    Glossary

    Qualified opinion

    An audit opinion stating that the accounts are fair "except for" specific items that are wrong or could not be verified.

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    Glossary

    Adverse opinion

    An audit opinion stating that the financial statements as a whole are materially misstated and do not give a true and fair view.

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    Glossary

    Disclaimer of opinion

    An audit report in which the auditor declines to give any opinion because it could not collect enough evidence.

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    Glossary

    Emphasis of matter

    A paragraph in an audit report that draws attention to an important matter already disclosed in the accounts, without changing the opinion.

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    Glossary

    Key audit matter (KAM)

    An area that the auditor judged most significant in the audit, described in the audit report of listed companies.

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    Glossary

    Internal financial controls (IFC)

    The policies and procedures a company uses to make sure its financial reporting is reliable and its assets are protected.

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    Glossary

    Auditor rotation

    The rule that limits how long the same auditor can audit a company.

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    Glossary

    Key managerial personnel (KMP)

    The senior officers named by law as responsible for running a company: the CEO or managing director, whole-time directors, the company secretary and the CFO.

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    Glossary

    Say-on-pay

    A shareholder vote on executive pay.

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    Glossary

    Proxy advisor

    A firm that analyses shareholder resolutions and recommends how institutional investors should vote.

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    Glossary

    Stewardship code

    A set of principles asking institutional investors to act as responsible owners of the companies they invest in.

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    Glossary

    Shareholder activism

    Shareholders using their rights to push a company to change its strategy, governance or management.

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    Glossary

    E-voting

    Electronic voting by shareholders on company resolutions, mandatory for listed companies in India.

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    Glossary

    Vigil mechanism

    A company's formal whistleblower system, through which directors and employees can report genuine concerns.

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    Glossary

    Insider trading

    Trading in a company's shares while holding unpublished price sensitive information about it.

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    Glossary

    Trading window

    The period during which a company's designated persons are allowed to trade in its shares.

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    Glossary

    Material event disclosure

    A listed company's duty to tell the stock exchanges promptly about events that could affect its share price or investors' decisions.

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    Glossary

    CSR (corporate social responsibility)

    A company's spending on social and environmental causes outside its core business; in India, a legal requirement for larger companies.

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    Glossary

    Unspent CSR account

    A special bank account into which a company must move CSR money allocated to ongoing projects but not yet spent.

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    Glossary

    Schedule VII

    The list in the Companies Act of activities on which companies can spend their CSR money, and the funds to which unspent amounts can go.

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    Glossary

    Letter of comfort

    A letter in which a company reassures a lender about another entity's ability or intention to repay a loan.

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    Glossary

    Wilful defaulter

    A borrower that does not repay a bank loan despite being able to, or that diverts or siphons off the borrowed money.

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    Glossary

    Engagement

    Dialogue between investors and company management or boards to improve ESG practices, disclosure or performance.

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    Glossary

    Proxy voting

    Voting on shareholder resolutions, usually by an institution on behalf of its clients, without attending the meeting in person.

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    Related topics: Valuation, DCF, Relative valuation, Cost of capital, Financial statements, Cash flow, Earnings quality, Red flags