1

NATI ON AL LA W SCHO OL OF I NDI A UNI VE RSI TY, B ANG ALO RE

A RESEARCH PROJECT ON CORPORATE GOVERNANCE

ROHIT KUMAR

691

I TRIMESTER

LLM (BUSINESS LAWS)

Prof. M.P. Padmanabhan Pillai

And

Miss Priya Misra

Faculty, NLSIU

2

ACKNOWLEDGEMENT

I express my sincere gratitude to Prof. M.P. Padmanabhan Pillai and Miss Priya Misra and owe

my foremost regards to them for giving me an opportunity to carry out this project assignment

under his guidance. This work would not have been possible without his invaluable support and

thought provoking comments. It is due to his patient guidance that I have been able to complete

the task.

I am very glad to present my project assignment titled “Shareholders and Modern Corporation and

their changing role- A critical study based on theory and practice”. I also extend my gratitude to

the Librarian and the Library staff who made available the required materials within time. I am

indebted to all those who obliged me while doing the research work. Their valuable contributions

have played a vital role in the completion of this project.

.

With profound gratitude,

Rohit Kumar

Id No. 691

3

CONTENTS

INTRODUCTION 4

ROLE OF SHAREHOLDERS UNDER INDIAN COMPANY LAW 5

Minority protection 8

DEFACTO ROLE OF SHAREHOLDERS 9

Position in US and UK 11

RECOMMENDATIONS AND CONCLUSION 14

BIBLIOGRAPHY 16

Books 16

Reports 16

Bare Acts 16

Websites 16

SUMMARY 17

Annexure I 18

Annexure II 19

Annexure III 20

4

INTRODUCTION

Corporate governance is a set of relationship between a company’s management, its board, its

shareholders and other stakeholders1. As the general meeting is the primary organ and invested

with plenary powers, the role of shareholders in a corporation is very significant. Before looking

into their role it will be beneficial to refer the theories of company. This will help us in determining

the relationship of shareholder and company. The intervention of state, its extent in the affairs of

the company and different corporate governance model can be better understood on the basis of

these theories. One view is that the corporation is the result of legal contractualism. It means there

is a contract between founders inter se and founders and management.2 Since it’s an outcome of

private contract the principle of laissez-faire should be observed. On the other hand some consider

it as communitarian, means it is created by an instrument of the state, which ultimately implies the

more intervention of the state. These both are extreme so, the concession theory is a midway.

According to which it’s a concession granted by state for the benefit of the society and state

intervention is confined to external regulation of the company. The shareholders have two rights:

one is personal right and other is derivative right, i.e. to protect the interest of corporation. Now

the reason for such substantial role is not only that they gave their money to the corporation to

carry on its business activity but also that the interest of company is a divergence of both

shareholder and societal interest. Apart from that corporations now transforming from organization

to social institution because of having public money 3 . So the society delegated its duty to

shareholders. To know exactly that how much weight should be attached to shareholders it is better

to mention one of the judicial verdicts in Bamford v. Bamford4 where court observed that an act

of directors, which is breach of fiduciary duty, can be ratified by general meeting, if general

meeting acts in full knowledge and without the oppression of minority. While putting their money

to the risk they expect some nominal, if not lucrative, incentive in the form of dividend.

Accordingly they have given different rights by companies act. Till now the situation was ideal

but when it comes to the effective exercise of these rights the whole scenario becomes ironical. So

1 OECD Principles of Corporate Governance 2 Janet Dine, The Governance of Corporate Groups. P. 47, (Cambridge University Press, 2000) 3Class lectures 4 Chd. 135 (CA 1970)

5

in this paper I am analyzing that how far our legal system is from the reality. In simple words what

are the differences in the shareholders role between practice and as permitted by law.

ROLE OF SHAREHOLDERS UNDER INDIAN COMPANY LAW

There are two primary organs of the company general meeting and board of directors. General

meeting consists of members of the company5 and board consists of directors, who can collectively

exercise their rights but can be held liable individually. The apex court in Life Insurance

Corporation v. Escort Ltd.6 used the analogy that a company is like a state carrying on its business

under the authority of companies Act and its constitution, Memorandum of association. General

meeting and board, the two organs of the company comparable with legislative and executive

organ of a parliamentary democracy. Just as the legislative sovereignty lies with parliament and

administration left to, subject to control of parliament’s power to change the government,

executive government. Likewise the general meeting vested with power to appoint, remove

directors and amend the constitution of the company while board conferred the powers of general

administration and management necessary to carry on business of the company. Similarly board

also subject to control of general meeting. Since the position of shareholders in the governance of

the corporation is very important Indian law also recognized the same and contains various rights

to be exercised by the shareholders. These rights are meant to strengthen the shareholders. As

stated above general business of the company lies with board shareholders given powers to

exercise in matters which are special and extraordinary. So a concrete analysis of provisions of

companies Act 2013 shows that what are those powers and functions entrusted with shareholders.

First of such right is right to vote. Every member of company has a right to vote on every resolution

placed before company7. Even a member may assign his voting right in the form of proxy8.The

Act of 2013 also provides voting through electronic means which makes participation even easier.

However this voting right is subject to certain restriction and limitation as company can issue

5 Sec.2(55) Companies Act, 2013 61985 SCR Supl. (3) 909 7 Sec. 47 companies Act,2013 8Sec.105Companies Act,2013

6

shares with varied rights, if company wants to vary the rights attached to its shares it can be done

by the resolution9, so preference shareholders can vote in specific circumstances such as winding

up, repayment and reduction of share capital and on any resolution directly affect the rights

attached to their shares. Members may demand a poll before the declaration of result of resolution

by show of hands10. Members can alter the memorandum by special resolution11. Alteration of

memorandum is something which could result in change of nature of company, extent of liabilities

of the members. So this right has dual threshold one affects Company and other affects members.

In order to carry out the conversion by alteration of memorandum, Act gives right to make

necessary changes in the articles of the company12. When a company offers its shares, it offers

with certain object and terms. If company willing to vary these terms and object, it can do so by

the mandate of the members13. The members should be informed members to exercise their rights

effectively. So, in furtherance of this purpose law provides availability of registers and annual

returns at every place where ten percent of members resides14.the member can get the copies of

audited financial statement15 and can inspect the register of director, key managerial personnel and

their shareholding in the companies16. Whether company is running well or not members entitle to

review performance at general meetings and other meetings17.the members of company has to be

given, along with notice, a statement containing material facts concerned with special business to

be transacted at meeting. So that they will be able to appreciate matter well18. Register of contracts

or arrangements in which directors are interested shall also be produced in the annual general

meeting. In case of default of holding annual general meeting, the members can apply for holing

annual general meeting and extraordinary general meeting. The power of determination that who

will be directors, auditors, managing director, whole-time director or manager lies with the

members. Members also invested with the powers of removal of the same. Although the removal

of auditors subject to previous approval of central government. Since the general meeting has a

9Sec.48Companies Act,2013 10Sec.109 Companies Act,2013 11Sec.13 Companies Act,2013 12Sec.14 Companies Act,2013 13Sec. 27 CompaniesAct,2013 14Sec.94 CompaniesAct,2013 15Sec.136 CompaniesAct,2013 16Sec.170 Companies Act,2013 17Sec. 97-98 Companies Act,2013 18Sec.102 Companies Act,2013

7

vital role in a corporation, the directors required to exercise substantial power by virtue of

resolution. Those powers includes: call unpaid money on shares, issue & buy-back of securities,

borrow and grant loans or guarantee, merger-amalgamation & acquisition-takeover, investment of

company fund and diversification of business. If the directors wish to contribute more the five

percent of average net profit to bona fide and charitable funds, etc. then it also requires permission

in general meeting. In certain related party transactions company requires approval by way of

special resolution19. Whenever a company enters in non-cash arrangement with directors it needs

approval in general meeting by resolution. In addition to all these right members, by special

resolution, demand investigation into the affairs of the company and in some cases five or ten

percent shareholders, as the case may be20.

If any member feels that either the affairs of the company managed in such a way, as it’s prejudicial

or oppressive to the interest of himself or any other member or public interest or interest of the

company or any material change in the management and control of the company made which is

prejudicial to its or its members or class of members, he can apply for relief to the tribunal21.

Similar remedy can be availed by a group of stakeholders in the form of class action. Although the

code of civil procedure permits class action suit, which were not in Act of 1956, the new Act

recognized it specifically. The corporation is vehicle which used for perpetual businesses but the

members have the right to apply to winding up by tribunal or may decide to wound up voluntarily.

There are certain other functions which is conferred upon members like appointment of Company

Liquidator 22 , power to remove and fill vacancy of Company Liquidator 23 , appointment of

committees24, issue of sweat equity shares and Company Liquidator can exercise certain powers

subject to sanction of special resolution of the company.

19Sec.188 Companies Act,2013 20Sec.110 & 112 Companies Act,2013 21Sec.241 Companies Act,2013 22Sec.310 Companies Act,2013 23Sec.311 Companies Act,2013 24Sec.315 Companies Act,2013

8

Minority protection

The oppression of minority is a great concern globally. In the same line Organization For

Economic Cooperation and Development expressly provides certain rights for the protection of

minority such as disclosure of information, financial statements, related party transaction,

meetings and voting rights25.The new act of 2013 provides appointment of a director for small

shareholders amongst small shareholders upon the notice of five hundred or one tenth of small

shareholders. Small shareholders are the shareholders who owe share not more than twenty

thousand rupees. The small shareholders are different from minority shareholders which are

ascertained collectively unlike the small shareholders which ascertained on the basis of individual

shareholding value. However they can be considered as minority as they represent the non-

controlling stake. Similarly minority shareholders entitled for exit option when an acquirer

acquires ninety percent of equity share capital by virtue of share exchange, amalgamation,

conversion of securities or any other reason26. In the event of a contract or scheme of transfer of

shares approved by nine-tenth of shareholders then Transferee Company shall offer to buy shares

of dissenting shareholders27. With the advent of concept of independent director the law tends to

ensure protection of minority shareholders and balance the interest of minority and majority28.

25Protection of Minority Shareholders in Listed Issuers. 2009. Web. 19 Aug. 2015. 26Sec.236 Companies Act,2013 27Sec.235Companies Act,2013 28SCHEDULE IV,II(5),Companies Act,2013

9

DEFACTO ROLE OF SHAREHOLDERS

After considering the provisions mentioned earlier it is apparent that members given due weightage

and participation in almost every essential activity of the corporation. But how effectively our

shareholders exercises these powers in practice is a question of great importance, while

ascertaining the actual role of shareholders in modern corporation in India. As the mother cannot

discriminate among her issues that to whom she loves most but it’s a truth that she loves the most

to weaker one. Similarly all rights of shareholders are of equal importance but there are some

which requires special mention. Such as right to vote because it may influence the decisions of the

board. Nowadays it is general practice to compare and find a solution in different legal systems

when problem occurs in ours. Similarly this paper analyses position, with regards to the exercise

of right, of shareholders in United States of America and United Kingdom.

Whether it is appropriate or not, to deal with foreign legal systems, may be matter of issue because

someone may argue that since we have different society and problems than of theirs then it is not

reasonable to try to apply same solutions as formed by them. In order to check the veracity of this

argument it becomes more relevant to study scenario in US and UK. Berle and means in their

classical work described three periods in which earlier it was concentrated shareholding in which

most of the shares held by promoters and their family members. During second phase bulk of

individuals acquired some shares but finally it again transformed to re-concentration with the

emergence of institutional investors. Due to dispersed and scattered shareholdings29 the investors

become passive investors. Passive investors means the persons investing and having rights to

participate in the decision making process of the corporation.

In India the institutional investors are the passive investors as they generally not willing to

intervene with the decisions of management. It can be considered as breach of fiduciary duty

because they entrusted with the hard earned money of the employees. The all three patterns are

now prevalent in different kinds of corporation at the same time. For instance in privately held

companies shares mostly by the promoters and their family members. All most every private

company typical shareholding pattern where promoter along with other family members and

29Gower and Davies, Principles of Modern Company Law, 9th Ed., Sweet and Maxwell Publications, London, 2012.

10

relatives held majority of shares and remaining by institutional investors and only a negligible

number of shares held by general public, whose fate decided by promoters.

Institutional investor usually goes with majority, family in this case, leaving minority shareholders

with no option than to accept silently the mandate of majority inspired with self-interest only.

Similarly in public companies state is the substantial shareholder. So, generally it is the concerned

departments of the particular ministries which exercise all the powers such as hire and fire the

CEO, its compensation package and even as far as audit is concerned Comptroller and Auditor

General plays prominent role rather than audit committee. A close look can show that board only

powerful on paper and doing task of managing instead of directing. In this paper an analysis of

shareholding pattern of seven major public sector undertakings discloses that state has 54 percent

to 79 of shares of the company. Although Institutional shareholding ranging from 3 to 18 percent,

which is still larger than of general public, but they have a tendency to nod with the willingness of

majority. General public hardly occupies 2 to 2.5 percent shares30. Normally board has power to

control managerial employees of company for the effective and appropriate management of the

company. But here the situation doesn’t permit board to do so. Therefore all the decisions taken

for the sole benefit of largest stakeholder. In private companies the shareholding pattern is as

follows: in major corporations promoters along with their family members held 43 to 73 percent

shares. After them foreign institutions held 10 to 40 percent shares. While general public

shareholding ranging from 0.83 to 10 percent. Apart from that institutional shareholding

aggregately amounts to 10 to 50 percent31. If we talk about giant multinational corporations foreign

promoters held 51 to 68 percent shares. Foreign institutions held 2.5 to 56 percent shares and

institutional shareholding along with foreign institutions amounts to 6 to a huge amount of 75

percent. Again general public held only 10 to 20 percent shares32. Multinational Corporation

foreign parent has plenty of shares to influence the decision making. The problem not fully

understood by seeing these figures because on an aggregate general public held at least 1 to 20

percent but all these shares held by number of individuals. So it ultimately results in dispersed

shareholding among them. Neither of individual have substantial shareholding which permits to

30Annexure I 31Annexure II 32Annexure III

11

controlling by an entity on the coast of non-controlling shareholders33. The severe consequence of

it to taking excessive risk which ought not to be taken. In India the matter of concern is conflict

between majority and minority shareholders. However new act tries to bring some safeguard for

the prevention of oppression minority. Such as small shareholders director, independent director

and stakeholder relationship committee34 for the grievances of security holders of the company.

Apart from that voting through electronic means may help in greater participation of shareholders

in decision making of the corporation.

Position in US and UK

It is well known that when there is a need for any new policy framework or reform in old one, we

mimicked either US or UK laws. In US shareholders majority allowed to remove directors with

cause and even without cause unless certificate of incorporation otherwise provided35.the members

can amend certificate of incorporation from time to time and as many respects till it will be lawful

and proper to amend 36 . The corporation requires approval of shareholders for fundamental

transaction such as dissolution of company, merger and sale of substantially all assets 37 the

members also entitled to inspect books and records of the corporation on written demand either

personally or by agent or attorney38. Generally board conferred great control over shareholders

meeting but if board fails to call annual meeting within fifteen months of last preceding annual

meeting then the members can force the company to organize the meeting39. The de facto position

of shareholders in US can be judged by situation that board flooded with 136 proposals out of

which one received majority. Again the percentage of proposals getting majority in 2014 reduced

to four percent as compared to seven percent in 201340. However the success rate of proposal may

be least but it shows active participation of shareholders. But the great matter of concern as one

third of proposals came from few dominant individual shareholders41. Nevertheless the increase in

33ID. 34Sec.178,CompaniesAct,2013 35§ 141(k),DGCL 36§ 242,DGCL 37§ 271(a),DGCL 38 § 220(b),DGCL 39 § 211,DGCL 40Sidley Austin LLP,corporate governance and executive compensation update, 13 Jan.2015,at p. 2 41Id.

12

shareholder activism results in heavy influence on the decisions of the company. These shareholder

proposals intended to be complied in the course by the company. Hence long term goals of the

company are innovation; growth, job creation, and sustainability are facing a great protest by the

instant profit making goals. Several courts in different states upheld the validity of bylaws

restricting intra corporation litigation. As the litigation cost is to be borne by corporation which is

ultimately burden on shareholders. Similarly courts also upheld some bylaws determining

exclusive venue for litigation. All these instances shows that shareholder participation is raised to

such an extent that is referred as financial activism and posing a threat to the long term objectives

of the corporation. Hence state regulatory focusing on the guiding principle which can effectively

mould the interest of shareholders towards the ultimate goal of corporation. It seems similar to

what Janet Dine described interest of corporation is divergence of interest of shareholders and

interest of society42. The shareholders also obliged by fiduciary duty towards corporation as a

social institution43and other shareholders. If the shareholder activism hindering the growth of

corporation then restricting members rights can be justified on the ground that the fiduciary duty

of members towards corporation includes ensuring required autonomy of management and

administration in the best interest of corporation. It can be achieved through intervening to only

such extent so that it will not prejudicial to the interest of the corporation, which is ultimately

affects the interest of the society. It may be a possible answer for the query that why constitution

does not confers concurrent powers on both organs. It is obviously for the avoidance of conflict

among both the organs.

Corporate governance in UK is considered as one among the best globally. United Kingdom placed

second by Governance Metrics International in 200944. The reason is that 60 percent of shares in

listed companies held by institutional investors like insurance companies, pension funds, trusts etc.

The rest 40 percent divided among individuals, overseas owners and individuals45. So in US and

UK due to scattered shareholding and nobody having substantial part which affects their ability

and willingness to exercise rights conferred upon them. Although the institutional investors are

in majority but individually they hold maximum 5 percent46. Due to dispersed shareholding there

42Janet Dine, The Governance of Corporate Groups, 29 (Cambridge University Press 2000) 43Supra, note 3, at p.2 44Financial Reporting Council,The UK Approach to Corporate Governance,2010,at p.3 45The Hampel Report, corporate governance, 1998, at p.1. 46Id.

13

is separation of ownership from control 47 . The organization of institutional investment best

explains this principle. Employees are the beneficiaries whose contribution consolidated in

pension fund. Trustee of fund not himself invest it but through investment manager, which further

transfers by latter to some custodian company. Finally the custodian company may be part of some

group company. Now the ownership is so distinct that it is too difficult to locate it beneath the

control. Therefore it may be a good reason in the best interest of company to non-intervention by

employee. But the trustee is under a fiduciary duty to monitor and influence if activity enhance

investment48. They are rationally apathetic towards general meeting rights. The reason behind this

that they are not homogeneous group and differs with each other in objective, agenda and duration

of investment. These institutional investors generally not participate actively but only deal with

management as pressure group. Even in situations of conflict they choose cheaper remedy by

selling their shares. The regulatory framework of UK depends upon the “comply or explain”

approach49. The primary reason is similar to US where autonomy provided for in the best interest

of the corporation. In UK the board has given some autonomy regarding compliance of statutory

norms.

If board wish to dissent it may do so but should be justified by explanations. The FRC report

2015 50 stated that still some companies not complying with this rule and instead of proper

explanations doing it as check box formality. Hence it is recommended that board should adhere

strictly by forming clear and accurate explanation to the principle on one hand while on the part

of advisor it is desired to properly take into consideration the circumstances and explanations of

the corporation. The advisor should render right advice rather advising to vote against the directors

in the event of compensation package and reappointment of directors51.

47Supra, note 29, at p.7 48Gower and Davies, Principles of Modern Company Law, Publications, London, 2012. 49Id, 427. 50Financial Reporting Council, Developments in Corporate Governance and Stewardship 2014,Jan. 2015, at p.3 51Financial Reporting Council, Developments in Corporate Governance and Stewardship 2014,Jan. 2015, at p.4

14

RECOMMENDATIONS AND CONCLUSION

In the view of above discussion some suggestions may be forwarded as regards to Indian

shareholders. Although the new Act of 2013 brought many changes to endeavor greater

shareholder participation in decision making process. It is too early to comment on the working

status of new Act since only 2 years going to pass. Nevertheless it can be said mere inserting

provisions not suffice but the proper implementation required achieving desired goals. There are

certain concerns regarding effectiveness of post of independent directors, to address this query

properly all the constituencies and external regulatory required making every possible effort to

ensure independence of the directors. Apart from that director themselves requires to maintain

their independence for better accountability, transparency of governance of the corporation and

prove such independence whenever required. Similarly small shareholder directors, stakeholder

relationship committee, corporation’s measures towards shareholder awareness and electronic

voting schemes shall be implemented in letter and spirit to develop a good model of corporate

governance.

In US and UK efforts for striving a balance between shareholders rights and autonomy of

management has been made. But India the main issue is conflict between minority and majority

conflict. To cure this companies Act 2013 introduced with special provisions of small shareholder,

independent directors, exit option for minority, stakeholder relationship committee and voting

through electronic mode. As compared to both the countries India is far behind from the situation

where state regulatory thinks about restricting shareholders intervention for smooth running of

corporation. However there are signals in the market which shows that our shareholders have

potential to become activist but the need of proper information and implementation of policy

framework. For instance a resolution for rise in royalty of parent company more than 50% non-

promoter shareholders participated and 83 % disapproved the resolution52.

52NSE-QB-1,Emergence of shareholding activism in India, April 2013, at p.3

15

Another instance where in a resolution for restructuring for which half of the non-promoter

shareholders, out of 45 %, voted against resolution53. The role become much important in a

scenario where corporation transforming from organization to social institution. Life Insurance

Corporation is a better example.

LIC’s annual income from individual assurance and pension scheme for the year 2013-14 is

27007.15 lacks. Out of policy holders money it invested 1163.24 & 5219.00 in debentures and

shares respectively54. On the analysis of figure of random private companies chosen as sample it

discovered that it’s shareholding in Infosys is (127144076) 5.54% while (46881417) 1.90% in

Wipro55. It indirectly implies that if the shareholders of private companies such as Infosys or Wipro

will not exercise their power effectively then the money of a poor LIC policy holder will be at risk.

So underpinning the shareholders role in corporation should be our priority now.

53Id. 54 57thLIC, Annual Report, 2013-14,schedule 8A, at p.143 55Annexure II

16

BIBLIOGRAPHY

Books

1. Adolf A. Berle and Gardiner C. Means, The Modern Corporation and Private Property,

10th Ed., Transaction Publishers, London, 2009.

2. Gower and Davies, Principles of Modern Company Law, 9th Ed., Sweet and Maxwell

Publications, London, 2012.

3. Janet Dine, The Governance of Corporate Groups, Cambridge University Press, 2000.

Reports

57th LIC, Annual Report, 2013-14

Financial Reporting Council, Developments in Corporate Governance and Stewardship

2014

Financial Reporting Council, The UK Approach to Corporate Governance, 2010

https://www.frc.org.uk/Our-Work/Publications/Corporate-Governance/Developments-in-

Corporate-Governance-and-Stewardsh.pdf retrieved on 10th August, 2015 at 02:36.

NSE-QB-1,Emergence of shareholding activism in India, April 2013

Sidley Austin LLP, corporate governance and executive compensation update 2015

Bare Acts

The Companies Act, 2013

Delaware General Corporation Law

Websites

http://www.nseindia.com/corporates/corporateHome.html?id=spatterns retrieved on 10th

August, 2015 at 19:37.

http://economictimes.indiatimes.com/gail-%28india%29-ltd/shareholding/companyid-

4845.cms retrieved on 7th August 2015 at 01:48.

17

SUMMARY

1. Adolf A. Berle and Gardiner C. Means, The Modern Corporation and Private Property,

10th Ed., Transaction Publishers, London, 2009.

2. Gower and Davies, Principles of Modern Company Law, 9th Ed., Sweet and Maxwell

Publications, London, 2012.

3. Janet Dine, The Governance of Corporate Groups, Cambridge University Press, 2000.

The author relied and taken insight of concentration and dispersion of ownership from

shareholding. Where writer emphasized on shareholding in public utilities and

shareholding of these companies in other corporations.

The author relied on the role of the shareholders in decision making of the corporation,

Emergence of institutional shareholders and controlling shareholders right. The concept of

dispersed shareholding and separation of ownership from control also focused.

The three theories of the origin of the corporation and objectives of the corporation and

responsibilities of shareholders. How the shareholders have greater responsibility due to

society of interest merged with their interest.

Apart from that reports has been used in the project which contains relevant data

and cited at appropriate place.

18

Annexure I56

56 www.nseindia.com

COMPANY COAL

INDIA

IOCL ONGC NTPC BEL BHEL BPCL

HOLDER

PROMOTER 5030970582

79.65%

1664945295

68.57%

5897676260

68.93%

6180614980

74.96%

60014210

75.02%

1543452000

63.06%

397200120

54.93%

FOREIGN

INS. 578310691

9.16%

59188360

2.44%

618168225

7.23%

823307792

9.98%

3112588

3.89%

394269174

16.11%

131093727

18.13%

FINANCIAL

INS. 481215938

7.62%

86995342

3.58%

813643290

9.51%

964562855

11.7%

5432868

6.79%

382565498

15.63%

34608381

4.79%

GENERAL

PUBLIC 85352369

1.35%

58849198

2.42%

142881442

1.67%

156995704

1.9%

1985009

2.48%

53758971

2.2%

16304223

2.25%

OTHER

COMP. 70153656

1.11%

466353413

19.21%

993190974

11.61%

22680372

0.28%

2340605

2.93%

23226795

0.95%

22377691

3.09%

NBANKS/M

UTUAL F 62818635

0.99%

27823826

1.15%

78342766

0.92%

84309979

1.02%

6934196

8.67%

41888066

1.71%

46536380

6.44%

OTHERS 5241176

0.08%

62910022

2.59%

7435236

0.09%

8091278

0.1%

80355

0.1%

4577534

0.19%

68230054

9.44%

FOREIGN

NRI 2301353

0.04%

887026

0.04%

4151927

0.05%

4901440

0.06%

100169

0.13%

3861962

0.16%

511450

0.07%

19

Annexure II Private Companies57

* foreign promoter

# central government

57 Id.

COMPANY Infosys Jindal steel Wipro TCS Reliance

ind.ltd.

Bharti

Airtel

HOLDER 68808566

7.52% *

518797

0.03% #

3915939

0.12%#

865673286

21.66% *

PROMOTER 300431272

13.08%

492405286

53.82%

1812022464

73.38%

1446755110

73.86%

1463961977

45.23%

1750613515

43.79%

FOREIGN

INS.

941415237

40.99%

175559361

19.19%

253471307

10.26%

327472033

16.72%

617803494

19.09%

650629970

16.28%

FINANCIAL

INS.

242513216

10.56%

15859400

1.73%

58292945

2.36%

77192004

3.94%

324667099

10.03%

285781618

7.15%

GENERAL

PUBLIC

228425799

9.94%

86069966

9.41% 125412425

5.08%

78544268

4.01%

331575690

10.25%

33311352

0.83%

OTHER

COMP.

19608329

0.85%

33537594

3.67%

64740472

2.62%

7053903

0.36%

104661954

3.23%

105449852

2.64%

NBANKS/M

UTUAL F

127561539

5.55%

9033395

0.99%

61714250

2.5%

19320579

0.99% 79783300

2.47%

92538127

2.31%

OTHERS 52488000

2.29%

25616178

2.8%

18199781

0.74% 1871257

0.1%

205078809

6.34%

211379457

5.29%

FOREIGN

NRI

---- 8014054

0.88% 27094627

1.1%

2022925

0.05%

20

Annexure III58

58 Id.

COMPANY Colgate

Palmolive

Ranbaxy nestle Procter&

gamble

Sony

corporation

Citi port fin.

HOLDER 149331

0.11%*

69237

0.02% #

32897

0.03%*

619683

1.91% ^

FOREIGN

PROMOTER 69356336

51%

268711323

63.22%

60515079

62.76%

22310090

68.73%

899304

29.01%

FOREIGN

INS.

23508054

17.29% 51926151

12.22%

12201842

12.66%

836701

2.58%

662,345

56.6%

FINANCIAL

INS. 9269163

6.82%

30079894

7.08% 3634107

3.77%

928624

2.86%

230,875

19.7%

GENERAL

PUBLIC

49,177,521

20.29%

43849321

10.32% 13735484

14.25%

3991282

12.3%

1585147

51.13%

OTHER

COMP.

3021370

2.22% 15547929

3.66%

2160424

2.24% 923237

2.84% 27,203

2.3%

615537

19.86%

NBANKS/MU

TUAL F 2103680

1.55%

7942681

1.87%

593872

0.62%

2552243

7.86%

15,893

1.4%

OTHERS 405564

0.3% 946540

0.22%

3021747

3.13%

148574

0.46% 233,457

20.0%

FOREIGN

NRI

581712

0.43% 2115688

0.5%

519764

0.54% 150302

0.46%