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ESG Compliance: Battle in the Boardroom

Oscar Wilde once aptly said “I forgot that little action of the common day makes or unmakes character, and therefore what one has done in the secret chamber one has someday to cry aloud on the house-tops”. The same thought was resonated in the famous 2019 movie ‘Last Christmas’ [based on the famous song by George Michael of the same name].

When I mention ESG, let me clarify, I do not mean to refer to Christmas or any other festival, as it doesn’t have any link with the latter, and is definitely not related to any movie either. It rather relates to what an entity has done or not done in the last financial year with respect to compliance of certain non-financial parameters as mandated by SEBI to be reported by certain entities as a step forward towards serious sustainability movement in India.

The Voluntary Guidelines on Corporate Social Responsibility was issued by Ministry of Corporate Affairs (MCA) in 2009. It, for the first time, introduced some form of ESG reporting in India. The voluntary guidelines encouraged businesses to adopt responsible business practices. But the framework of these guidelines were very basic, and so #MCA replaced it with a more comprehensive set of guidelines. The National Voluntary Guidelines on Social, Environmental and Economical Responsibilities of Business (#NVGs) were issued by MCA in July 2011. Soon thereafter in 2012 the SEBI mandated the #BRR for the top 100 listed entities by market capitalisation as part of their annual report. Hence, just like every governmental framework evolves through many processes, ESG was no exception. The Business Responsibility Reporting (BRR) has evolved to Business Responsibility and Sustainability Report (#BRSR) as mandated by SEBI in its circular dated 10th May 2021 following the National Guidelines on Responsible Business Conduct (#NGRBC) issued by the MCA in 2019. Starting from FY 2022-23 organisations were expected to voluntarily disclose their Environmental, Social and Governance (ESG) performance through the new framework provided by the NGRBC. Now with SEBI’s mandate of BRSR, this transitional reporting regime for ESG is mandatory for the top 1000 listed companies based on market capitalisation for the next financial year 2023-24.

Going by structural overview the BRSR has three components

a) General Disclosure - It includes disclosure about many things starting from the listed entity’s products and services to its CSR spend.

b) Management and Process disclosure - This section involves a questionnaire related to the leadership of the company, policy, management processes etc.

c) Principle-wise performance disclosure - This section investigates into the alignment of the companies Key Performance Indicators (KPIs) with 9 principles mentioned in the NGRBC. These KPIs are divided into 2 categories: (i) essential indicators like energy consumption, emissions, water footprints and the training programs organised by the companies; (ii) leadership indicators which are the indicators of responsibility and accountability of the management of the company. Energy efficiency initiatives, diversity and life cycle assessment data etc. are also included in these KPIs.

Issues pertinent to the compliance requirements of the listed companies are increasingly being debated among various stakeholders. While some opine that small and medium listed entities might be under massive pressure due to the integration of ESG in the business processes and strategies, many are also considering the ESG compliance as an extension of board level CSR committee. As a matter of fact, for the purpose of corporate clarity, ESG can never be seen as an extension of an ambit of the CSR committee. In fact, there should be a separate ESG committee which may oversee the other committees in regard to the ESG objectives and their respective compliance taking into account the clear #KPIs and metrics to track across the teams who constitute it. Ideally a top down approach might produce the right kind of efficacy for the judicious implementation of #ESG, be it for water footprint or for carbon footprint or gender diversity. In this regard it is to be noted that the Kyoto Protocol was the only international level protocol by the United Nations Framework Convention on Climate Change (#UNFCCC) which included a financial implication in emission trading mechanism [Certified Emissions Reduction (#CER)]. In colloquial language it is called #CarbonCredit. Whether or not businesses adhering to Clean Development Mechanism (#CDM) become revamped and vibrant global #CarbonExchanges give you better trade, unlike in the current scenario, the cost of compliance of ESG will only add value to the entity, be it financial or social or environmental. Given this, Corporate India must take this governmental ESG compliance requirement as a new ‘HEART’ and transplant it into the system. Entities have to consider this new heart as the heart of their business, which, for its survival in the long run, has to be kept safe in any case.

[Opinions expressed are author’s personal]

Author Profile: Dr. Paritosh Nandi holds a Ph.D. degree in Solar Energy Engineering. He is also a Certified Energy Manager and Certified Energy Auditor by Ministry of Power, Government of India. He has been instrumental in developing Clean Development Mechanism (CDM) projects in organisations for the last eleven years and has hands on expertise in ESG. For more detailed profile visit Author can be reached at

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