Introduction  

Environmental, social and governance norms i.e. ‘ESG’, is increasingly becoming mainstream. It marries profit with purpose while preserving the interests of all corporate stakeholders. 

There has been an immediate need to enhance the existing ESG disclosure and reporting framework in India. In this context, the Securities Exchange Board of India (“SEBI”), in May 2021¹, prescribed Business Responsibility and Sustainability Reporting  (“BRSR”) as the new reporting framework, replacing the existing Business Responsibility Reporting (“BRR”). Corresponding amendments have been made to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015². 

We discuss below some key differences in these reporting frameworks.  

Digging Wider and Deeper with Quantifiable Metrics 

The BRR framework was an early step to integrate ESG with the Indian regulatory regime. This was based on the National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Businesses, issued by the Ministry of Corporate Affairs (MCA) in 2011 (“NVG”). In 2018, the MCA upgraded the NVG to the ‘National Guidelines on Responsible Business Conduct’ (“NGRBC”) to align India’s policies with the fast-evolving global ESG standards including the United Nations’ Sustainable Development Goals and the United Nations Guiding Principles on Business and Human Rights.  

The NGRBC includes environmental norms on energy consumption, waste management, water usage; social norms on equality, welfare benefits, career development and finally, governance norms on anti-bribery, anti-corruption, awareness programs, and responsibilities of key management. So, when the NGRBC was introduced, as a logical extension, the MCA sought to also update the BRR and dovetail the disclosure and reporting framework with the upgraded NGBRC principles. BRSR was then proposed in 2018 and is a mandatory requirement (from FY 2022-23) for the top 1000 listed Indian companies. 

The BRSR framework is a sea change from its BRR predecessor. BRSR stresses on quantifiable metrics by providing essential and voluntary indicators rather than qualitative and subjective metrics under BRR. BRSR has also widened and deepened the nature and scope of ESG disclosures and reporting. For instance, BRSR now mandatorily requires companies to disclose the gender ratio of its employees, and the number of women on the Board. It also requires that businesses be conducted with integrity and in an ethical manner. To do so, businesses must conduct training and awareness for their employees, workers, and board members and carry out social impact assessments. Under BRSR, companies must also respect and promote human rights by providing welfare benefits to its employees and workers, disclosures on impact assessments, carrying out human rights reviews etc. The BRSR proposes key changes in environmental reporting. Companies must now make granular disclosures in terms of emission of greenhouse gases, air pollutants, waste generation and management, and disclose the amount of energy consumed.  

Other Notable Changes 

Apart from the changes in the kind of data that must be disclosed and metrics used by companies, the BRSR substantially differs from BRR on other matters, such as:  

1. Applicability: The disclosure filings under both BRR and BRSR is mandatory for the top 1,000 listed companies (by market capitalization). Mandatory reporting under BRSR commences only in FY 2022-23. For FY 2021-2022, while companies must file BRR, listed entities can also choose to file the new BRSR.  

2. Disclosures to the MCA: Disclosures under BRR were restricted to disclosures in the annual report. Under BRSR, companies must make 2 disclosures: one in the annual report, and the other on the MCA 21 portal.  

3. Reporting Requirements: BRSR has introduced a two-format approach. Primarily, the ‘Comprehensive BRSR’ format, which is divided into 3 parts: (i) general disclosures; (ii) management and process disclosures; and (iii) principle wise performance disclosures (which includes 9 principles that are categorized into essential indicators and leadership indicators). While the essential performance disclosures are mandatory for companies that have adopted the BRSR, the leadership indicators are “good to have” for companies that wish to grow in a more socially conscious, ethically compliant, and environmentally responsible manner. The second format is the ‘BRSR Lite’ format, developed for unlisted companies and is voluntary. The aim of the ‘BRSR Lite’ format is to encourage greater compliance and reporting by all Indian companies.  

4. Utilization of Reporting: BRSR has been endorsed by various international bodies including the World Bank, Organization for Economic Co-operation and Development and the Global Reporting Initiative. So, reporting under BRSR can also be credibly utilized by credit rating agencies, banks, financial institutions and global institutions such as Task Force on Climate Related Financial Disclosures, and the Sustainability Accounting Standards Board in assessing reporting companies’ ESG scores and for sourcing other ESG information.  

Conclusion  

BRSR seems comprehensive, globally relevant and is based on quantifiable metrics. So, it should help tell the holistic ESG story of each reporting company. While the ‘proof of the pudding is in the eating’, the Indian regulators are taking strong strides toward sustainability!

References:

[1] vide its Circular, SEBI/HO/CFD/CMD-2/P/CIR/2021/562 (“SEBI Circular”),

[1] Clause 34(2)(f)