SUPPLEMENT PROFESSIONAL PROGRAMME

For

June , 2025 Examination

SUPPLEMENT PROFESSIONAL PROGRAMME

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)-
PRINCIPLES & PRACTICE
(Syllabus 2022)

(Supplement covers amendments/developments from

May 2023 to November 2024)

GROUP 1
PAPER 1

Disclaimer: This document has been prepared purely for academic

purposes only and it does not necessarily reflect the views of 1
Anyperson wishing to act on the basis of this document should do so
only after cross checking with the original source.
Lesson Lesson Title Page
No. No.
1 Conceptual Framework of Corporate Governance 3

9 Data Governance 9
13 Environment 19
15 Green Initiatives 31
19 Sustainability Audit; ESG Rating; Emerging Mandates 38
from Government and Regulators

20 Integrated Reporting Framework: Global Reporting 39

Initiative Framework, Business Responsibility &
Sustainability Reporting
Miscellaneous Changes 42

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 Lesson 1
Conceptual Framework of Corporate Governance
Years Global Developments Brief on Global Development Initiatives
2023 OECD Guidelines for Multinational The OECD Guidelines for Multinational
Enterprises on Responsible Business Enterprises on Responsible Business Conduct
Conduct (2023 Edition) are recommendations addressed by
governments to multinational enterprises.
They aim to encourage positive contributions
enterprises can make to economic,
environmental and social progress, and to
minimise adverse impacts on matters covered
by the Guidelines that may be associated with
an enterprise’s operations, products and
services.

The Guidelines cover all key areas of business

responsibility, including human rights, labour
rights, environment, bribery, consumer
interests, disclosure, science and technology,
competition, and taxation. The 2023 edition of
the Guidelines provides updated
recommendations for responsible business
conduct across key areas, such as climate
change, biodiversity, technology, business
integrity and supply chain due diligence, as
well as updated implementation procedures for
the National Contact Points for Responsible
Business Conduct.
G20/OECD Principles of Corporate The G20/OECD Principles of Corporate
Governance Governance are the international standard for
corporate governance. The Principles help
policy makers evaluate and improve the legal,
regulatory and institutional framework for
corporate governance, with a view to
supporting economic efficiency, sustainable
growth and financial stability.
The Principles were revised in 2023 to reflect
recent evolutions in capital markets and
corporate governance policies and practices.
They offer new and updated recommendations
on shareholder rights, the role of institutional
investors, corporate disclosure and reporting,
the responsibilities of boards, and, for the first
time, on sustainability and resilience to help
companies manage climate-related and other
sustainability risks and opportunities. The
Principles were first issued in 1999 and the
revised Principles were endorsed by G20
Leaders in 2023.

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Corporate Sustainability Reporting Directive (CSRD)
About CSRD
i) Launched in 5 Jan, 2023.
ii) It modernises and strengthens the rules concerning the social and environmental information that
companies have to report.
iii) Companies subject to the CSRD will have to report according to European Sustainability
Reporting Standards (ESRS).
1. Reasons for adoption of CSRD
- The EU (European Union) believes that consumers and investors deserve to know the
sustainability impact of businesses, and the CSRD was created because the existing legislation
wasn’t cutting it.
Before the CSRD, the Non-Financial Reporting Directive (NFRD) established the reporting
principles for large companies. However, the European Commission discovered that the
information reported by companies was insufficient.

2. Application of CSRD
- The CSRD more than quadruples the number of companies required to report on sustainability,
from the 11,000 covered by the NFRD (The NFRD applies only to so-called “public-interest
entities”, such as listed companies, banks, or insurance companies, with more than 500 employees)
to the nearly 50,000 that will be covered by the CSRD.
Large companies – even ones based outside of the EU
Companies meeting two of the following three conditions will have to comply with the CSRD:

1. €50 million in net turnover

2. €25 million in assets
3. 250 or more employees
In addition, non-EU companies that have a turnover of above €150 million in the EU will also have
to comply. It is to be noted that the CSRD doesn’t place any new reporting requirements on small
companies, except for those with securities listed on regulated markets. And to make it easier for
listed SMEs, they can report using simplified standards. But while the CSRD doesn’t apply to non-
listed SMEs, the European Commission has also proposed developing separate standards that non-
listed SMEs could voluntarily use.
3. Facts to be reported under CSRD
Companies will need to disclose the sustainability information in their management reports, which
means that financial and sustainability information will be published at the same time.
This sustainability data will have to be submitted in a standardized digital format, to allow for easier
checking and comparison in the European single access point database.
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The submitted data will then be subject to “limited third-party assurance,” meaning that an auditor
will need to evaluate the data.

4. Effective dates of CSRD

The European Commission adopted the CSRD in late 2022. The rules will start applying between
2024 and 2028:
• From 1 January 2024 for large public-interest companies (with over 500 employees) already
subject to the Non-Financial Reporting Directive (NFRD), with reports due in 2025;
• From 1 January 2025 for large companies that are not presently subject to the NFRD (with
more than 250 employees and/or €40 million in turnover and/or €20 million in total assets), with
reports due in 2026;
• From 1 January 2026 for listed SMEs and other undertakings, with reports due in 2027.
SMEs can opt-out until 2028.

Impacts inward & impacts outward

The CSRD – like the NFRD – requires “double materiality,” which means that businesses will have
to disclose not only the risks they face from a changing climate, but also the impacts they may cause
to the climate and to society. For businesses who have historically only analysed the risks posed to
them by climate change – and neglected the role they played in changing the climate – this is a call
to do some self-reflection.
Better comparability through standardization
The CSRD will require company sustainability data to be submitted in a standardized digital format.
This is meant to provide a clear format for company sustainability reporting – which is currently
rife with many idiosyncratic formats – allowing for better understandability and easier comparison
between companies.
The EU CSRD sets out reporting requirements and obligations, while the ESRS provide a
framework and methodology for reporting on sustainability issues. Both the CSRD and ESRS are
legally binding. They are part of the same legal framework around corporate sustainability
transparency.
European Sustainability Reporting Standards
The European Commission adopted European Sustainability Reporting Standards (ESRS) on July
2023. There are 12 ESRS, covering the full range of sustainability issues, in line with EFRAG’s
(European Financial Reporting Advisory Group) proposal:
Group Number Subject
Cross-cutting ESRS 1 General Requirements
Cross-cutting ESRS 2 General Disclosures
Environment ESRS E1 Climate
Environment ESRS E2 Pollution

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 Environment ESRS E3 Water and marine resources
Environment ESRS E4 Biodiversity and ecosystems
Environment ESRS E5 Resource use and circular
economy
Social ESRS S1 Own workforce
Social ESRS S2 Workers in the value chain
Social ESRS S3 Affected communities
Social ESRS S4 Consumers and end users
Governance ESRS G1 Business conduct

ESRS 1 (“General Requirements”) sets general principles to be applied when reporting according
to ESRS and does not itself set specific disclosure requirements. ESRS 2 (“General Disclosures”)
specifies essential information to be disclosed irrespective of which sustainability matter is being
considered. ESRS 2 is mandatory for all companies under the CSRD scope.
All the other standards and the individual disclosure requirements and datapoints within them are
subject to a materiality assessment. This means that the company will report only relevant
information and may omit the information in question that is not relevant (“material”) for its
business model and activity.
Disclosure requirements subject to materiality are not voluntary. The information in question must
be disclosed if it is material, and the undertaking’s materiality assessment process is subject to
external assurance in accordance with the provisions of the Accounting Directive. The standards
require undertakings to perform a robust materiality assessment to ensure that all sustainability
information necessary to meet the objectives and requirements of the Accounting Directive will be
disclosed.
If a company concludes that climate change is not a material topic and therefore does not report in
accordance with that standard, it has to provide a detailed explanation of the conclusions of it s
materiality assessment with regard to climate change. This requirement reflects the fact that climate
change has wide-ranging and systemic impacts across the economy.
For details, please refer the following link:
https://ec.europa.eu/commission/presscorner/detail/en/qanda_23_4043

IFRS Sustainability Disclosure Standards

IFRS S 1

IFRS S1 is effective for annual reporting periods beginning on or after 1 January 2024 with earlier
application permitted as long as IFRS S2 Climate-related Disclosures is also applied.

The objective of IFRS S1 is to require an entity to disclose information about its sustainability-
related risks and opportunities that is useful to users of general purpose financial reports in making
decisions relating to providing resources to the entity.

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IFRS S1 requires an entity to disclose information about all sustainability-related risks and
opportunities that could reasonably be expected to affect the entity’s cash flows, its access to
finance or cost of capital over the short, medium or long term (collectively referred to as
‘sustainability-related risks and opportunities that could reasonably be expected to affect the
entity’s prospects’).

IFRS S1 prescribes how an entity prepares and reports its sustainability-related financial
disclosures. It sets out general requirements for the content and presentation of those disclosures so
that the information disclosed is useful to users in making decisions relating to providing resources
to the entity.

IFRS S1 sets out the requirements for disclosing information about an entity’s sustainability-related
risks and opportunities. In particular, an entity is required to provide disclosures about:

a. the governance processes, controls and procedures the entity uses to monitor, manage and
oversee sustainability-related risks and opportunities;
b. the entity’s strategy for managing sustainability-related risks and opportunities;
c. the processes the entity uses to identify, assess, prioritise and monitor sustainability-related
risks and opportunities; and
d. the entity’s performance in relation to sustainability-related risks and opportunities,
including progress towards any targets the entity has set or is required to meet by law or
regulation.

IFRS S 2

IFRS S2 is effective for annual reporting periods beginning on or after 1 January 2024 with earlier
application permitted as long as IFRS S1 General Requirements for Disclosure of Sustainability-
related Financial Information is also applied.

The objective of IFRS S2 is to require an entity to disclose information about its climate-related
risks and opportunities that is useful to users of general purpose financial reports in making
decisions relating to providing resources to the entity.

IFRS S2 requires an entity to disclose information about climate-related risks and opportunities that
could reasonably be expected to affect the entity’s cash flows, its access to finance or cost of capital
over the short, medium or long term (collectively referred to as ‘climate-related risks and
opportunities that could reasonably be expected to affect the entity’s prospects’).

IFRS S2 applies to:

a. climate-related risks to which the entity is exposed, which are:

i. climate-related physical risks; and
ii. climate-related transition risks; and
b. climate-related opportunities available to the entity.

IFRS S2 sets out the requirements for disclosing information about an entity’s climate-related risks
and opportunities. In particular, IFRS S2 requires an entity to disclose information that enables
users of general purpose financial reports to understand:

a. the governance processes, controls and procedures the entity uses to monitor, manage and
oversee climate-related risks and opportunities;
b. the entity’s strategy for managing climate-related risks and opportunities;

7
 c. the processes the entity uses to identify, assess, prioritise and monitor climate-related risks
and opportunities, including whether and how those processes are integrated into and inform
the entity’s overall risk management process; and
d. the entity’s performance in relation to its climate-related risks and opportunities, including
progress towards any climate-related targets it has set, and any targets it is required to meet
by law or regulation.

(For more details on IFRS S1 and IFRS S2 please refer the following websites-
IFRS S1: https://www.ifrs.org/issued-standards/ifrs-sustainability-standards-navigator/ifrs-s1-
general-requirements.html/content/dam/ifrs/publications/html-standards-
issb/english/2023/issued/issbs1/
IFRS S2, please refer the following website- https://www.ifrs.org/issued-standards/ifrs-
sustainability-standards-navigator/ifrs-s2-climate-related-
disclosures.html/content/dam/ifrs/publications/html-standards-issb/english/2023/issued/issbs2/ )

***

8
 Lesson 9
Data Governance
The Digital Personal Data Protection Act, 2023
The Digital Personal Data Protection Act, 2023 received the assent of the President on the 11th
August, 2023. The mentioned Act provide for the processing of digital personal data in a manner
that recognizes both the right of individuals to protect their personal data and the need to process
such personal data for lawful purposes and for matters connected therewith or incidental thereto.
With reference to the application of the aforesaid Act, it shall-
a) apply to the processing of digital personal data within the territory of India where the personal
data is collected in digital form; or in non-digital form and digitized subsequently;
b) also apply to processing of digital personal data outside the territory of India, if such processing
is in connection with any activity related to offering of goods or services to Data Principals within
the territory of India.
However, it does not apply to-
(i) personal data processed by an individual for any personal or domestic purpose; and
(ii) personal data that is made or caused to be made publicly available by—
(A) the Data Principal to whom such personal data relates; or
(B) any other person who is under an obligation under any law for the time being in force in India
to make such personal data publicly available.
The salient facets of the Act are- Focus on General Obligations of Data Fiduciary, Processing of
personal data of children, Additional obligations of Significant Data Fiduciary, Right to access
information about personal data, Right to grievance redressal, coverage on duties of Data Principal
etc.
The act is expected to have an impact on the majority of organizational areas, including legal, IT,
human resources, sales and marketing, procurement, finance, and information security because of
the type and volume of personal data that is collected, stored, processed, retained, and disposed of
in India.
For details:
https://www.meity.gov.in/writereaddata/files/Digital%20Personal%20Data%20Protection%20Act
%202023.pdf

9
 AI Complementing Data Governance
The development of AI and machine learning in everyday business reflects the eminent role of data
in management development strategies. To function effectively, AI depends on vast sets of data,
which must be the subject of methodical and rigorous governance. Behind the concept of data
governance lies the set of processes, policies, and standards that govern the collection, storage,
management, quality, and access to data within an organization.
The role of data governance is to ensure that data is accurate, secure, accessible, and compliant with
current regulations. The relationship between AI and data governance is a close one. AI models
learn from data, and poor quality or biased data can lead to erroneous or discriminatory decisions.

The benefits of AI powered data governance are as under:

1. Improve Quality of Data: Data quality is a key to any data strategy. The more reliable the data,
the more relevant the lessons, choices, and orientations that emerge from it, and AI contributes to
improving data quality through a number of mechanisms. In fact, AI algorithms can automate the
detection and correction of errors in datasets, thereby reducing inconsistencies and inaccuracies.
Moreover, AI can help standardize data by structuring it in a coherent way, making it easier and
more reliable to use, compare, and put into perspective. With machine learning, it is also possible
to identify trends and patterns hidden in the data, enabling the discovery of errors or missing data.

2. Automate Data Compliance: At a time when cyber threats are literally exploding, data
compliance must be a priority in an organization. But guaranteeing compliance requires constant
vigilance, which can’t depend exclusively on human intelligence. Especially as AI can proactively
monitor potential violations of data regulations by performing real-time analysis of all data flows –
detecting any anomalies or unauthorized access, triggering automatic alerts, and even making
recommendations to correct any problems.
In addition, AI facilitates the classification and labelling of sensitive data, ensuring that it is handled
appropriately. Finally, AI systems can also generate automatic compliance reports, reducing the
administrative workload.

3. Strengthening Data Security: Through its ability to proactively detect threats by analysing data
access patterns in real time, AI can alert about suspicious behaviour, such as attempted intrusions
or unauthorized access. To take data governance even further, AI leverages machine-learning-based
malware detection systems. These systems can identify known malware signatures and detect
unknown variants by analysing behaviour. Finally, it contributes to security by automating the
management of security patches and monitoring compliance with security policies.

4. Democratize Data: At the heart of the data strategy lies one objective: to encourage employees
to use data whenever possible. In this way, it can foster the development of a data culture within
the organization. The key to achieving this is to facilitate access to data by simplifying the search
and analysis of complex data.

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AI search engines can quickly extract relevant information from large datasets, enabling employees
to quickly find what they need. In addition, AI can automate the aggregation and presentation of
data in the form of interactive dashboards, making information ever more accessible and easy to
share.

Regulatory Trends in AI Regulations

Recognizing that each jurisdiction has taken a different regulatory approach, in line with different
cultural norms and legislative contexts, there are six areas of cohesion that unite under the broad
principle of mitigating the potential harms of AI while enabling its use for the economic and social
benefit of citizens.
1. Core principles: The AI regulation and guidance under consideration is consistent with the core
principles for AI as defined by the OECD and endorsed by the G20. These include respect for
human rights, sustainability, transparency and strong risk management. The OECD principles for
AI have been discussed in the ensuing paragraphs.
2. Risk-based approach: The jurisdictions are taking a risk-based approach to AI regulation. What
that means is that they are tailoring their AI regulations to the perceived risks around AI to core
values like privacy, non-discrimination, transparency and security. This “tailoring” follows the
principle that compliance obligations should be proportionate to the level of risk (low risk means
no or very few obligations; high risks mean significant and strict obligations).
3. Sector- agnostic and sector-specific: Because of the varying use cases of AI, some jurisdictions
are focusing on the need for sector-specific rules, in addition to sector-agnostic regulation.
4. Policy alignment: Jurisdictions are undertaking AI-related rulemaking within the context of other
digital policy priorities such as cybersecurity, data privacy and intellectual property protection –
with the EU taking the most comprehensive approach.
5. Private-sector collaboration: Many of these jurisdictions are using regulatory sandboxes as a
tool for the private sector to collaborate with policymakers to develop rules that meet the core
objective of promoting safe and ethical AI, as well as to consider the implications of higher-risk
innovation associated with AI where closer oversight may be appropriate.
6. International collaboration: Driven by a shared concern for the fundamental uncertainties
regarding the risks to safety and security posed by powerful new generative and general purpose
AI systems, countries are pursuing international collaboration towards understanding and
addressing these risks.
Othe factors to consider in AI policy development include:
 Ensuring regulators have access to sufficient subject matter expertise to successfully
implement, monitor and enforce these policies
 Ensuring policy clarity, if the intent of rulemaking is to regulate risks arising from the
technology itself (e.g., properties such as natural language processing or facial recognition)
or from how the AI technology is used (e.g., the application of AI in hiring processes) or
both
 Examining the extent to which risk management policies and procedures, as well as the
responsibility for compliance, should apply to third-party vendors supplying AI-related
products and services
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 In addition, policymakers should, to the extent possible, engage in multilateral processes to make
AI rules among jurisdictions interoperable and comparable, in order to minimize the risks
associated with regulatory arbitrage – that are particularly significant when considering rules
governing the use of a transnational technology like AI.

Artificial Intelligence – OECD Principles

The OECD principles for Artificial Intelligence is covered under two categories-
A) Value-based Principles
B) Recommendations for Policy Makers

A) Value-based Principles
Principles Principles Brief Description Principles Detail
Principle 1.1 Inclusive growth, sustainable Stakeholders should proactively engage in
development and well-being responsible stewardship of trustworthy AI in
pursuit of beneficial outcomes for people and the
planet, such as augmenting human capabilities
and enhancing creativity, advancing inclusion of
underrepresented populations, reducing
economic, social, gender and other inequalities,
and protecting natural environments, thus
invigorating inclusive growth, sustainable
development and well- being.

Principle 1.2 Human- centred values and AI actors should respect the rule of law, human
fairness. rights and democratic values, throughout the AI
system lifecycle. These include freedom, dignity
and autonomy, privacy and data protection, non-
AI systems should be designed in a discrimination and equality, diversity, fairness,
way that respects the rule of law, social justice, and internationally recognised
human rights, democratic values labour rights.
and diversity, and should include
appropriate safeguards to ensure a
fair and just society. To this end, AI actors should implement
mechanisms and safeguards, such as capacity
for human determination, that are appropriate to
the context and consistent with the state of art.
Principle 1.3 Transparency and explainability AI Actors should commit to transparency and
responsible disclosure regarding AI systems. To
this end, they should provide meaningful
This principle is about information, appropriate to the context, and
transparency and responsible consistent with the state of art:
disclosure around AI systems to
ensure that people understand
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 when they are engaging with them to foster a general understanding of AI
and can challenge outcomes. systems,
to make stakeholders aware of their
interactions with AI systems, including
in the workplace,
to enable those affected by an AI system
to understand the outcome, and,
to enable those adversely affected by AI
system to challenge its outcome based on
plain and easy-to-understand
information on the factors, and the logic
that served as the basis for the prediction,
recommendation or decision.
Principle 1.4 Robustness, security and safety i) AI systems should be robust, secure and safe
throughout their entire lifecycle so that, in
conditions of normal use, foreseeable use or
AI systems must function in a misuse, or other adverse conditions, they
robust, secure and safe way function appropriately and do not pose
throughout their lifetimes, and unreasonable safety risk.
potential risks should be
continually assessed and managed.
ii) To this end, AI actors should ensure
traceability, including in relation to datasets,
processes and decisions made during the AI
system lifecycle, to enable analysis of the AI
system’s outcomes and responses to inquiry,
appropriate to the context and consistent with
the state of art.

iii) AI actors should, based on their roles, the

context, and their ability to act, apply a
systematic risk management approach to each
phase of the AI system lifecycle on a continuous
basis to address risks related to AI systems,
including privacy, digital security, safety and
bias.
Principle 1.5 Accountability AI actors should be accountable for the proper
functioning of AI systems and for the respect of
Organisations and individuals
the above principles, based on their roles, the
developing, deploying or operating
context, and consistent with the state of art.
AI systems should be held
accountable for their proper
functioning in line with the
OECD’s values-based principles
for AI.

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B) Recommendation for Policy Makers
Principles Principles Brief Description Principles Detail
Principle 2.1 Investing in AI research and development i) Governments should consider long-
term public investment, and encourage
Governments should facilitate public and
private investment, in research and
private investment in research &
development, including inter-disciplinary
development to spur innovation in
efforts, to spur innovation in trustworthy
trustworthy AI.
AI that focus on challenging technical
issues and on AI-related social, legal and
ethical implications and policy issues.

ii) Governments should also consider

public investment and encourage private
investment in open datasets that are
representative and respect privacy and
data protection to support an environment
for AI research and development that is
free of inappropriate bias and to improve
interoperability and use of standards.
Principle 2.2 Fostering a digital ecosystem for AI Governments should foster the
development of, and access to, a digital
ecosystem for trustworthy AI. Such an
Governments should foster accessible AI ecosystem includes in particular digital
ecosystems with digital infrastructure and technologies and infrastructure, and
technologies, and mechanisms to share mechanisms for sharing AI knowledge, as
data and knowledge. appropriate. In this regard, governments
should consider promoting mechanisms,
such as data trusts, to support the safe,
fair, legal and ethical sharing of data.
Principle 2.3 Providing an enabling policy environment i) Governments should promote a policy
for AI environment that supports an agile
transition from the research and
development stage to the deployment and
Governments should create a policy operation stage for trustworthy AI
environment that will open the way to systems. To this effect, they should
deployment of trustworthy AI systems. consider using experimentation to
provide a controlled environment in
which AI systems can be tested, and
scaled-up, as appropriate.

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 ii) Governments should review and adapt,
as appropriate, their policy and regulatory
frameworks and assessment mechanisms
as they apply to AI systems to encourage
innovation and competition for
trustworthy AI.
Principle 2.4 Building human capacity and preparing for i) Governments should work closely with
labour market transition. stakeholders to prepare for the
transformation of the world of work and
of society. They should empower people
Governments should equip people with the to effectively use and interact with AI
skills for AI and support workers to ensure systems across the breadth of
a fair transition. applications, including by equipping
them with the necessary skills.
ii) Governments should take steps,
including through social dialogue, to
ensure a fair transition for workers as AI
is deployed, such as through training
programmes along the working life,
support for those affected by
displacement, and access to new
opportunities in the labour market.
iii) Governments should also work
closely with stakeholders to promote the
responsible use of AI at work, to enhance
the safety of workers and the quality of
jobs, to foster entrepreneurship and
productivity, and aim to ensure that the
benefits from AI are broadly and fairly
shared.
Principle 2.5 International co-operation for trustworthy i) Governments, including developing
AI countries and with stakeholders, should
actively cooperate to advance these
principles and to progress on responsible
Governments should co-operate across stewardship of trustworthy AI.
borders and sectors to share information,
ii) Governments should work together in
develop standards and work towards
the OECD and other global and regional
responsible stewardship of AI.
fora to foster the sharing of AI
knowledge, as appropriate. They should
encourage international, cross-sectoral
and open multi-stakeholder initiatives to
garner long-term expertise on AI.
iii) Governments should promote the
development of multi-stakeholder,
consensus-driven global technical

15
 standards for interoperable and
trustworthy AI.
iv) Governments should also encourage
the development, and their own use, of
internationally comparable metrics to
measure AI research, development and
deployment, and gather the evidence base
to assess progress in the implementation
of these principles.

Data Protection Seal of Data Security Council of India

The Data Security Council of India (DSCI) is planning to devise a data protection seal (DPS) to
verify and check secure use of people’s data by platforms across the country. The project, currently
piloted with partner organisations, will help users know which organisations are using their data
safely and following the basic standards of data privacy. This will be similar to the ISI mark that
conforms to a product in accordance with the Bureau of Indian Standards.
The data protection seal will provide some level of assurance about the application, website, or
product, according to expectations of privacy, and whether it behaves responsibly. Such a process
will allow companies to better comply with the Digital Personal Data Protection (DPDP) Act and
also any other upcoming rules.
One of the main challenges in today’s digital landscape is the rise of deepfakes, manipulated audio
or video content that can deceive viewers. DSCI aims to tackle this issue by training and certifying
Data Protection Officers (DPOs) through their DSCI-certified Data Protection Officer program.
These DPOs will play a crucial role in identifying and addressing deepfake-related concerns,
ensuring the security and authenticity of user data.
Other several major cybersecurity challenges include the growth of ransomware, attacks on multi-
factor authentication, and the use of artificial intelligence. To address these challenges, DSCI
collaborates with governments, agencies, regulators, industry sectors, associations, and think tanks
to advocate for cybersecurity and privacy policies and capacity-building.
The data protection seal aims to help platforms comply with the Digital Personal Data Protection
(DPDP) Act and upcoming regulations. Preserving privacy while analyzing deepfake content
related to sensitive issues is crucial to combat misinformation and protect user data. However,
analysing content authenticity without revealing it to the platform is a significant challenge, but
essential in the fight against deepfakes.
The data protection seal program is currently being piloted with partner organizations and is
operational in Delhi and Bengaluru. DSCI plans to train multiple batches of DPOs to help
organizations comply with the DPDP Act. This initiative will enhance data privacy practices and
build trust among users, knowing their data is handled responsibly.
As the digital landscape evolves, organizations must prioritize user privacy and data protection.
The introduction of the data protection seal by DSCI is a significant step towards this goal. With
the increasing prevalence of deepfakes and other cybersecurity challenges, platforms must adhere
to strict privacy standards to maintain user trust and protect sensitive information.
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The onset of the data protection seal by the Data Security Council of India plays a crucial role in
safeguarding user privacy and promoting responsible data handling by platforms nationwide. As
the program expands and more DPOs are trained, it is expected to make a significant contribution
to the fight against deepfakes and the overall improvement of data privacy practices. With DSCI’s
commitment to creating a secure and ethical data protection ecosystem, users can trust that their
personal information is handled with care and responsibility.

Cyber Security breach – The Case of Sun Pharma

Sun Pharma’s operations got affected by ransomware attack and a group claimed responsibility for
the mentioned ‘IT security incident’ whose effect included breach of certain file systems and theft
of certain company data and personal data, the drug manufacturer mentioned in a stock exchange
filing. Sun Pharma first reported the incident on March 2, 2023. Back then it said that the incident
did not affect Sun’s core systems and operations. The five facts of the mentioned incident are as
under:
1. On March 2, 2023, Sun Pharma reported an "information security incident" at the company,
adding that the impacted assets have been "isolated".
2. 25 days later, a ransomware group claimed responsibility for the information breach. The
infringement of the IT systems includes a breach of certain file systems and theft of certain company
and personal data, Sun Pharma said.
3. "The Company promptly took steps to contain and remediate the impact of the IT security
incident, including employing containment and eradication protocols to mitigate the threat and
additional measures to ensure the integrity of its systems infrastructure and data," Sun Pharma said
in a statement.
4. As part of its containment strategy, the company isolated its network and initiated a recovery
process, resulting in the company's business operations being impacted.
5. As a result, revenues are expected to fall, Sun Pharma said. The company added that it is currently
unable to determine other "potential adverse impacts" of the incident, including other security
incidents or the possibility of litigation.
This comes amid growing threats of such attacks on Indian healthcare sector, which is the most
attacked sector and is followed by education, research and government, and the military. A study
by Check Point Research in January 2024 said healthcare saw the maximum number of attacks
among all sectors in India, with an organisation in India being attacked 1,866 times per week on
average in 2022. Global cyberattacks increased by 38% on year in 2022, it added.
From Sun Pharma’s Cyber Security breach, it creates substantial academic interests to explore the
reasons for vulnerability of pharma sector to cyber-attacks. Some of the reasons of cyber-attack are
as under:
i) Research and development (R&D) are a top priority for pharmaceutical companies. If they want
to stay ahead of their competitors, they need to constantly innovate when it comes to new drugs,
treatments, and therapies. However, the IP from their clinical trials, manufacturing, and patents is
especially valuable. Cybercriminals might target these assets to sell them on the black market, to
forward them to a competitor, or to use them for their own advantage.
ii) Pharma companies access a huge amount of sensitive data, including:

17
  Patient information
 Clinical trial results
 Proprietary research
 Regulatory filings
This valuable data is subject to stringent regulations which makes it even more appealing to people
who want to monetize it. For example, cybercriminals could use this data for fraud, blackmail, or
identity theft.
iii) Pharmaceutical companies work via a complex network of partners, vendors, providers, and
suppliers. With so many parties involved, there are countless insider threats and opportunities for
cybercriminals to take advantage of, such as by accessing databases or compromising the integrity
of the products. Unfortunately, it only takes one player to compromise their data security, and the
entire supply chain will experience disruption.
iv) Majority of pharmaceutical companies operates globally. This means that cybercriminals can
have a significant impact across multiple countries and regions via an attack. Thus, when it comes
to attack scale, the pharma world has huge potential.
v) Although more pharmaceutical companies are starting to understand cyber risks, their
cybersecurity solutions aren’t always as developed as in other industries. This may be due to
limitation of budgets and companies may not always be proactive regarding mitigating
cybersecurity challenges. The result is limited cybersecurity measures makes them more vulnerable
to phishing attacks, ransomware attacks, and other cyber-attack malware.
vi) With so much sensitive data, cybercriminals have lots of opportunities to exploit pharma
companies. For example, they might use ransomware attacks to encrypt valuable data and demand
a “ransom” for its release. Or, they might engage in insider trading, where they access secret
information on regulatory approvals or treatment research.

***

18
 Lesson 13
Environment

Significant Changes in the Energy Conservation (Amendment) Act, 2022

India took a giant step in 2024 by revamping its Carbon Credit Trading Scheme (CCTS), allowing
non-obligated entities to participate in the tradable carbon credits market. That means companies
and individuals can voluntarily use carbon credits to address their planet-warming emissions.
This significant revision introduces an offset mechanism, enabling these entities to register projects
and obtain tradable carbon credit certificates (CCCs). Each credit represents one tonne of carbon
dioxide equivalent (tCO2e). The aim is to efficiently price emissions through CCC trading and
expand the voluntary carbon market.
In 2023, India introduced the 2023 Carbon Credit Trading Scheme (CCTS), encompassing both
compliance and voluntary sectors. However, while the compliance segment is scheduled to
commence in 2025-26, there is no set timeline for the launch of the voluntary carbon market.
Under India’s revised carbon market scheme, obligated entities have the flexibility to purchase
additional credits or sell surplus ones. Meanwhile, businesses can trade CCCs to offset their
emissions.
However, sectors facing challenges in meeting reduction targets, particularly those with hard-to-
abate emissions, are exploring the possibility of trading energy-saving certificates (ESCerts)
and renewable energy certificates (RECs) as offsets.

S&P Global’s Corporate Sustainability Assessment - Indian Companies Features in Global

ESG Assessments
S&P Global’s Sustainability Yearbook 2024 which is the only analysis of its kind based on S&P
Global’s Corporate Sustainability Assessment or CSA has given berth to Indian corporate houses
affiliated to different sectors.
However, before discussing about the criteria under which Indian companies have secured berth in
CSA, it is imperative to discuss the methodology embraced for preparation of S&P Global’s
Sustainability Yearbook 2024.
The Sustainability Yearbook aims to distinguish those companies within their industries that have
each demonstrated strengths in corporate sustainability. Yearbook members and distinction levels
are selected based on their 2023 Corporate Sustainability Assessment (CSA) Score, which is the
S&P Global ESG Score without the inclusion of any modelling approaches. The selection
methodology reflects exclusion screening criteria.

As of December 22, 2023, over 9,400 companies assessed for the 2023 CSA were considered for
inclusion in the Sustainability Yearbook 2024. Distinctions have been calculated against the top
performing company in each Industry, and exclusions applied thereafter. The methodology also
encompasses the following categories:

19
 i) Top 1%: Within each industry, companies with a minimum CSA Score of 60, whose score is
within 1% of the industry’s top-performing company.
ii) Top 5%: Within each industry, companies with a CSA Score of at least 57, whose score is within
a range of 1% to 5% of the industry’s top-performing company. This distinction is not assigned if
no company in the industry achieved a minimum CSA score of 60.
iii) Top 10%: Within each industry, companies with a CSA Score of at least 54, whose score is
within a range of 5% to 10% of the industry’s top-performing company. This distinction is not
assigned if no company in the industry achieved a minimum CSA score of 60.
iv) Industry Mover: In this category, the companies are assessed based on whether the company
achieved an improvement in its S&P Global Score of atleast five percent and accomplished the
strongest improvement in their industry, on the condition that the company is a Yearbook Member
and participated in the CSA this year and last year.
v) Member: Under this category, companies within the top 15% of their industry by number and
achieved a minimum CSA Score above 30 and falling within 30% of that industry’s top performing
company are considered.
It is to be noted that certain companies have been excluded from the assessment such as tobacco,
anti-personnel mines, biological and chemical weapons, cluster munitions etc.

Category 1: Top 1% S&P Global CSA Score

Company: Hindustan Zinc Limited
Industry: Metals & Mining

Highlighted Criteria & Companies performance on Highlighted Criteria (Based on Annual

Dimension Weights Reports 2022-2023)
Environmental The performance of the company under Environmental, Social and Governance
Dimensions- 34% & Economic Dimensions have been broadly explored based on the company’s
•Biodiversity Sustainability Goals 2025.
•Climate Strategy
•Waste Environmental Dimension
•Water
i) Climate Change-
Social Dimension- a) 0.5 mn tCO2e Greenhouse gas (GHG) emission savings in company’s
33% operations from base year 2017. As part of its net-zero journey, the company
•Occupational Health strives to address the climate change.
& Safety
•Social Impacts on b) The company has revised its emission targets to make them more stringent.
Communities
c) These target revisions will assist the Company in achieving net-zero
emission by 2050 or sooner in the long-term, and in the short-term will serve
Governance & to reduce Scope 1 and Scope 2 emissions by 50% and Scope 3 emissions by
Economic Dimensions- 25% by 2030, in line with the business ambition for 1.5˚C campaign led by the
33% SBTi in partnership with the UN Global Compact and the ‘We Mean Business’
•Business Ethics coalition.
•Corporate
Governance

20
•Risk & Crisis ii) Water Stewardship- Become 5x water positive company and achieve 25%
Management reduction in freshwater consumption. The company is working to achieve water
stewardship goals through a strategic approach that identifies the following
elements:
a) Minimising freshwater consumption.
b) Exploring alternative water solutions.
c) Increased use of recycled water.
d) Replenishing groundwater.
e) Monitoring and auditing of water consumption at end user, withdrawal from
source, water balance, quality of water including waste water and efficiency of
waste water treatment facility

iii) Circular Economy-

a) 3x Increase in gainful utilisation of smelting process waste. In this regard,

company’s Waste to Wealth Community is continually working on this
objective to identify ways for recycling and gainful utilisation of the waste we
generate during the manufacturing process.

b) The company is working on a pilot trial with a Calgary-based technology

company which has developed the capability to use mine waste to produce
cement like materials that serve to save resources, lower environmental impact
and potentially reduce GHG emissions.

c) Value-added product from smelter waste residue.

iv) Biodiversity Conservation-

a) Protect and enhance biodiversity throughout the life cycle. The company
have prepared exclusive biodiversity management plans (BMPs) for each of its
operational sites.

b) Biodiversity management initiatives include biodiversity risk assessment,

afforestation programme, restoration of exhausted waste dumps, conservation
of schedule-1 fauna species, awareness, and partnership, etc.

c) The company has engaged with the International Union for Conservation of
Nature (IUCN) for revisiting its BMP and to align its actions towards no net
loss.

Social Dimension

i) Social Impact- Positively impact one million lives through social, economic
and environmental initiatives.

ii) Diversity in Workforce- Inclusive and diverse workplace with 30% diversity.

iii) Ensuring Zero Harm- Zero work-related fatalities and 50% reduction in
total recordable injury frequency rate (TRIFR).

iv) Five CSR Programmes of the company – Zinc Kaushal, 4000+ youth
benefitted since FY 2019-20; Unchi Udaan, 7 batches since FY 2017-18
comprising 226 students; Zinc Football Academy, 4000+ youth benefited since

21
 FY 2017-18; Sakhi Microenterprise, 27,000+ women benefitted since FY
2019-20 and Drinking water, 100,000 villagers benefitted since FY 2018-19.

Governance & Economic Dimensions

i) Responsible Sourcing- 100% responsible sourcing in the supply chain.

ii) Implementation of responsible sourcing guidelines of London Metal

Exchange (LME) and Organisation for Economic Cooperation and
Development (OECD) framework.

iii) Supplier sustainability assessment.

iv) Human rights training and awareness.

v) Ensuring local procurement

Category 2: Top 5% S&P Global CSA Score

Company: Tech Mahindra Limited
Industry: IT Services

Highlighted Criteria & Companies performance on Highlighted Criteria (Based on Annual

Dimension Weights Reports 2022-2023)
Environmental Dimensions-
23% Environmental Dimension
 Climate Strategy
 Environmental Policy Climate Change:
& Management
Systems i) During FY23, the company’s emissions have reduced 40.62% from the base
year of FY16 while Scope 1+2 emissions have risen minimally on account of
Social Dimension- 35% our people resuming work from office.
 Customer Relationship
Management ii) The company’s management approach is underscored by its commitment to
 Human Capital transition towards being a net zero organisation. It tracks and monitor our
Development performance as per the rules set by the Board, governed by our Climate Policy,
 Privacy Protection aligned with TCFD recommendations
 Talent Attraction &
Retention iii) The company have signed the SBT initiative of Business Ambition of 1.5°C
and committed to become carbon neutral by 2030 and achieve Net Zero by
Governance & Economic 2035.
Dimensions- 42%
 Business Ethics iv) Additionally, the company have joined the 1.5° Supply Chain Leaders by
 Information Security/ the Exponential Roadmap Initiative (ERI) to reduce GHG emissions across the
Cybersecurity & value chain.
System Availability
22
 Innovation v) The company’s GHG emissions scope includes Scope 1,2 and 3 emissions
Management for global operations.

vi) The company is working to minimize environment impact of its operations

by making its facilities more energy efficient as well as taking steps to conform
to green building norms through the presence of recycling equipment, air and
water purification systems, etc.

vii) Tech Mahindra is undertaking carbon pricing to drive carbon offsets. Total
Environmental Protection Expenditure Funds from the Internal Carbon Pricing
mechanism help the company to invest in low-emission technologies.

viii) The company is supporting efforts pertaining to carbon sequestration at its

locations. It is collaborating with NGOs to enable its Green Marshals in
planting trees in and around its campus to realise its carbon sequestration aim
of offsetting 5% of its emissions in the long run.

Social Dimension

i) The company has an employee engagement framework that track progress

across five critical dimensions of associate experiences- Career Alignment,
Recognition, Empowerment and Strive. Tech Mahindra’s CARES survey is
conducted annually to provide an insight into its Associates experiences at the
organisation.

ii) As a global sustainability leader, the company is ‘intentionally diverse and

globally inclusive organisation’. It has adopted specific policies to encourage
and support women as well as members from the LGBTQ+ community.

iii) Conducting of Meet & Greet events across locations to welcome new
joiners to the Tech Mahindra family.

iv) Involving Associates in CSR activities through two platforms- Individual

Social Responsibility (ISR) and Making Sustainability Personal (MSP).

v) 61,995 lives directly benefited from CSR programs of which 53% were
women.

vi) Upskilling of 22,596 youths, including 1,303 with disabilities.

vii) For enabling education, 4,379 teachers trained and 4,829 children with
disabilities were supported with special education.

Governance & Economic Dimensions

i) At TechM, Board composition reflects the values of independence, diversity,

expertise and experience.

ii) Conducting of quarterly sessions to enhance collective knowledge.

MD&CEO as well as the senior leadership of the company conduct knowledge
sharing sessions with the board on quarterly basis. These sessions serve to
23
 apprise the members of the key areas of focus of the company’s diverse
businesses, understanding their respective operating external environment in
depth, and implementing plans for various business strategies being adopted
across the organisation.
iii) TechM has taken the following three main steps towards sustainable
development- Supplier audits (Questionnaire-based complemented by on-site
inspections), Capacity-building measures, i.e., trainings workshops and other
collaborations and Continuous improvement, i.e., conducting programmes on
climate risk evaluation.

iv) Incentivising suppliers for adopting sustainability practices by felicitating

the top supplier with the ‘TechM Supplier Sustainability Award’.

Category 3: Top 10% S&P Global CSA Score

Company: Dr. Reddy's Laboratories Limited
Industry: Pharmaceuticals

Highlighted Criteria Companies performance on Highlighted Criteria (Based on Annual Reports 2022-
& Dimension Weights 2023)
Environmental
Dimensions- 13% Environmental Dimension
 Environmental
Policy & The goals and target of the company under environmental dimension is as under:
Management
Systems Goal Target Progress this year
Leading the energy By 2030, transition to 100% 42% electricity through
Social Dimension – transition renewable power. renewable sources.
42% Pathway to carbon By 2030, carbon neutrality in 30% carbon neutrality.
 Access to neutrality our operations (Scope 1 & 2
Healthcare emissions).
 Health Addressing the global By 2025, be a water-positive Water-positivity target
Outcome water crisis Company. achieved.
Contribution Building a resilient By 2030, reduce 12.5% Revised Scope 3 emissions
 Human value chain. indirect carbon emissions inventory complete, emissions
Capital across our supply chain reduction plan in progress.
Development (Scope 3 emissions).
 Marketing
Practices
 Talent Social Dimension
Attraction &
Retention Goal Target Progress this year
Advancing access to By 2030, serve 1.5 billion 689 million+ patients reached.
Governance & medicines. patients.
Economic
Dimensions- 45%
24
 Business Enhancing affordability By 2027, 25% new launches 39% first to market new
Ethics of medicines. to be first to market. launches.
 Innovation Innovating for better From 2027, launch 3 Key innovative set of
Management health. innovative solutions every solutions chosen for further
 Product year to improve the standard development.
Quality & of treatment.
Recall Gender diversity. By 2030, at least 35% 16% representation of women
Management women in senior leadership in leadership.
positions
Gender equity. By 2035, gender parity 18% gender diversity
across the organisation. globally.
18% gender diversity By 2030, include at least 3% 0.4% Persons with Disabilities
globally. Persons with Disabilities in our workforce.
(PwDs) in our workforce.
Equity and fairness for By 2025, ensure living wages Strategic partner and action
all. for the extended workforce plan identified to close the
on our premises. living-wage gap

Governance & Economic Dimension

Goal Target Progress this year

Excellence in Robust corporate governance
Strong corporate governance
compliance, ethics and with the highest standards on
structure in place, no material
corporate governance. compliance and ethics. deviations
Greater transparency By 2025, enhance ESG Comprehensive BRSR,
and improved disclosures to reach top integrated reporting,
reporting. quartile. independent assurance and
enhanced ESG disclosures.
Engaging our suppliers. By 2030, ensure 100% Capability building complete,
strategic suppliers are supplier audits in progress
compliant with our chosen
ESG framework.

Category 4: Industry Mover

Company: Dabur India Limited
Industry: Personal Products
Highlighted Criteria & Companies performance on Highlighted Criteria (Based on
Dimension Weights Annual Reports 2022-2023)
Environmental Dimensions- Environmental Dimension
27%
 Biodiversity i) Climate Change:
 Product Stewardship
Goal Achievement
Social Dimension - 36% Achieve Net Zero in the entire Committed to near term and
value chain by 2045. Net Zero science based
targets.
25
  Customer Eliminate coal across own Successful Coal Free Trials in
Relationship manufacturing units by FY Operations in June 2023.
Management 2024-25.
 Occupational Health Achieve >60% Scope 1 and 50% of the total energy
& Safety Scope 2 energy from consumed in operations is
 Sustainable renewable and cleaner from renewable sources.
Marketing & Brand sources by FY 2025-26.
Perception
ii) Biodiversity:
Governance & Economic
Dimensions - 37% Goal Achievement
 Business Ethics Ensure own manufacturing 100% of DIL’s own operations
 Innovation outside Bio operations are outside Endangered/protected
Management protected biodiversity
 Product Quality & biodiversity zones. zones.
Recall Management Ensure 100% Afforestation a) 30% of risk associated
 Supply Chain equivalent to sourced critically with critical endangered
Management endangered herbs by FY 2025- herbs mitigated through
26. conservation and
restoration measures.

b) 47% increase in the

cultivation of medicinal
herbs compared to FY
2020-21, with a total of
7,731 acres cultivated in
FY 2022-23.

ii) Water Dimension:

Goal Achievement
Reduce Water Intensity in 22% reduction in water
operations by 30% by FY intensity (kL/MT) from FY
2025-26. 2018-19, despite high growth
in the water intensive ‘Juices’
portfolio.
Become Water Positive in 77,412 KL of water recharged own
operations and since FY 2018-19 through communities by
2030. community-led water
conservation initiatives.

iii) Circular Economy:

Goal Achievement
Move from Plastic Waste Dabur emerges as Plastic
Neutrality in 2021-22 to Waste Positive enterprise in
Plastic Waste Positivity in 2022-23, having collected,
2022-23. recycled and processed
80% reusable, recyclable, or 35,000 MT of post-consumer
compostable packaging by Plastic Waste.
2028.

26
 Use 30%, 10%, and 5% of
recycled plastic packaging
content in plastic packaging
of non-food grade items for
Category I, Category II, and
Category III plastics,
respectively, by FY 2025-26.
Promote circularity in value
chain.

Social Dimension

i) Social Impact:

Goal Achievement
Transform lives of 2.5 2.76 Million lives positively
Million people by 2023 and 5 impacted in 2022-23, a 21%
Million by 2030 in a increase over 2021-22.
sustainable manner.
Sustainably cultivate 7,731 acres of land brought
medicinal and aromatic under cultivation till 2022-23. plants
in 15,000 acres by
2030 (200% increase over
2020).
Enhance livelihood of more a)9,653 farmers engaged in than
13,500 farmers’ families cultivation of herbs and by 2030
(100% increase over 11,220 beekeepers engaged.
2020)
b)45% increase in the saplings
distributed to farmers free of
cost compared to FY 2020-21,
with a total of 32.5 Lakh
saplings distributed in FY
2022-23.

ii) Product Responsibility:

Goal Achievement
Progressively reduce added Reduced 20.95% added sugar
sugar from 2018.
content in juices.

iii) Diversity & Inclusion

Goal Achievement
18% gender diversity at 70 bps improvement in gender
managerial level by 2028. diversity in permanent
employees and workers.

27
Governance & Economic Dimensions

i) Governance:

57% board independence.

100% independent audit committee.
5 out of 6 Committees are led by Independent Directors.
98.6% board meeting attendance.
96% average committee meeting attendance.
An ESG committee formed to provide oversight on
environmental, social, and governance matters.

Additional Information-

Independent Director inducted in the ESG Committee in

May 2023.
Appointment of lead independent director in May 2023.
Board gender diversity increased from 7% to 14% in FY
2023-24.

ii) Responsible Outsourcing:

Goal Achievement
Ensure zero deforestation due a) 100% of Tetra Pak laminate
to high risk materials by FY and paper sourcing being
2025-26 through 100% done from FSC certified
sustainable sourcing. vendors.

b) 97% corrugated boxes

sourced from sustainable
sources.

c) 84% sustainable sourcing

of high deforestation risk
materials in FY 2022-23.

28
 Category 5: Member
Company: PI Industries Limited
Industry: Chemicals

Highlighted Criteria & Companies performance on Highlighted Criteria (Based on Annual Reports
Dimension Weights 2022-2023)
Environmental
Dimensions - 34% Environmental Dimension
 Climate Strategy
 Emissions Company’s 2025 Goal SDG alignment Progress till FY23
 Product Increase renewable energy SDG 12: Responsible 4.83%
Stewardship usage to 20 percent of totalConsumption and
 Waste Production
 Water Reduce Specific CO2 SDG 12: Responsible Reduced by 15%
emissions by 25 percent Consumption and
Social Dimension- 32% Production
 Human Capital Reduce landfill waste by 25 SDG 12: Responsible Increased by 63%
Development percent Consumption and
 Occupational Production
Health & Safety Reduce specific freshwater SDG 6: Clean Water and Reduced by 12.6%
consumption by 25 percent Sanitation
Governance & Economic SDG 12: Responsible
Dimensions- 34% Consumption and
 Business Ethics Production
Innovation Management

Social Dimension

Company’s 2025 Goal SDG alignment Progress till FY23

Today's IC for your SDG 3: Good health and 0.068 in FY23 for all
necessary action please. well-being employees and
SDG 8: Decent work and contract workers
economic growth
SDG 16: Peace, Justice and
Strong Institutions
Ensure NIL fatal injury in SDG 3: Good health and NIL
plant operations. well-being
SDG 8: Decent work and
economic growth
SDG 16: Peace, Justice and
Strong Institutions
Increase employees’ SDG 8: Decent work and Increased by 62%
average training hours per economic growth
full time employee by 25
percent
Increase women’s Gender Equality Increased by 23%
participation in leadership
positions by 25 percent

29
***

30
 Lesson 15
Green Initiatives
Plastic Waste Management: Plastic was first invented in 1907, and given that it was cheaper and
more convenient than other materials, it soon found use in varied ways in our daily lives. Plastic
products have become an integral part in our daily life as a basic need. Today, plastic is present in
almost everything, from our money to electronic appliances, and it is used across multiple sectors,
including packaging, building, construction, transportation, industrial machinery and health among
others.
However, the lack of sustainable plastic waste management (PWM) poses a serious threat to our
environment and natural ecosystem globally. Plastic Waste, in particular, is a key contributor to the
unsustainable surge in waste being generated, due to its wide-scale use across industries combined
with the short life-span of its products, including single use plastics, packaging, consumer goods
and clothing. Indeed, plastic consumption across the world has quadrupled over the last few decades,
and global plastic waste is expected to nearly triple by 2060(according to OECD).
Plastic waste has numerous implications on the environment and health. The plastic in food and
water can cause severe health issues such as genetic disorders, and endocrine system damage.
According to the United States Environmental Protection Agency, all the plastic waste ever
generated is still present on Earth today, this makes sustainable management of plastic waste
important.
Environmental issues on disposal of Plastic Waste:
Indiscriminate littering of unskilled recycling/reprocessing and nonbiodegradability of plastic
waste raises the following environmental issues:

➢ During polymerization process fugitive emissions are released.

➢ During product manufacturing various types of gases are released.

➢ Indiscriminate dumping of plastic waste on land makes the land infertile due to its barrier
properties.

➢ Burning of plastics generates toxic emissions such as Carbon Monoxide, Chlorine, Hydrochloric
Acid, Dioxin, Furans, Amines, Nitrides, Styrene, Benzene, 1, 3- butadiene, CCl4, and
Acetaldehyde.

➢ Lead and Cadmium pigments, commonly used as additives are toxic and are known to leach out.

➢ Non-recyclable plastic wastes such as multilayer, metalised pouches and other thermoset plastic
poses disposal problems.

➢ Littered plastics give unaesthetic look in the city, choke the drain and may cause flood during
monsoon.

➢ Garbage mixed with plastics interferes in waste processing facilities and also cause problems in
landfill operations.

31
➢ Recycling industries operating in non-conforming areas are posing threat to environment to
unsound recycling practices.

The regulatory framework for combating plastic waste is as under:

Regulatory Framework for Combating Plastic Waste

1 Recycled Plastic Manufacture and Usage Rules in 1999 (Manufacturing and usage of
Plastic carry bags. It is specified the minimum thickness of plastic bags)

2 Plastic Waste (Management and Handling) Rules, 2011

(Laid down certain conditions for manufacturing, stocking, sale and use of plastic
carry bags and sachets)
3 Plastic Waste Management Rules, 2016
(Thrust on plastic waste minimization, source segregation, recycling, involving waste
pickers, recyclers and waste processors in collection of plastic waste and adopt
polluter
pays principle for the sustainability)
4 1st Amendment in March, 2018-Plastic Waste Management
(Amendment) Rules, 2018
(Every producer or brand-owner Registration with CPCB)

5 2nd Amendment in August 2021- Plastic Waste Management (First Amendment)

Rules, 2021
(Ban on “Single-use plastic commodity”)

6 3rd Amendment in September 2021-Plastic Waste Management (Second Amendment)

Rules, 2021
(Use of Recycled Plastics)

7 4th Amendment in February 2022- Plastic Waste Management (Third Amendment)

Rules, 2021
(Guidelines on Extended Producer Responsibility for Plastic Packaging)

8 5th Amendment in July 2022 (PWM Rules On EPR)

9 6th Amendment in April 2023-PWM Amendment Rules 2023

32
 10 7th Amendment in October, 2023 -PWM Second Amendment
2023 (Each plastic packaging shall contain the specified information, printed in
English)
11 8th Amendment in March 2024 -Plastic Waste Management (Amendment) Rules, 2024.
(Filing of Quarterly Report and Annual reports)

Key initiatives by India on Plastic Waste Management

Plastic has multiple uses and the physical and chemical properties lead to commercial success. The
Ministry had initially notified the Recycled Plastic Manufacture and Usage Rules in 1999, which
was mainly on manufacturing and usage of Plastic carry bags. It is specified that the minimum
thickness of plastic bags should be of 20 microns. However, the indiscriminate disposal of plastic
has become a major threat to the environment. In particular, the plastic carry bags are the biggest
contributors of littered waste and every year, millions of plastic bags end up in to the environment
vis-a-vis soil, water bodies, water courses, etc and it takes an average of one thousand years to
decompose completely.
Therefore, to the address the issue of scientific plastic waste management, new regulations namely,
the Plastic Waste (Management and Handling) Rules, 2011 were notified in 2011, which included
plastic waste management. The Plastic Waste (Management and Handling) Rules, 2011 laid down
certain conditions for manufacturing, stocking, sale and use of plastic carry bags and sachets, which
were required to be monitored and implemented by the State Pollution Control Boards/ Municipal
Authorities. It specified that the minimum thickness of plastic bags should be of 40 microns. This
was to facilitate its collection and recycle. However, the implementation of these rules was not so
effective.
To implement these rules more effectively and to give thrust on plastic waste minimization, source
segregation, recycling, involving waste pickers, recyclers and waste processors in collection of
plastic waste and adopt polluter pays principle for the sustainability of the waste management
system, The Government has notified the Plastic Waste Management Rules, 2016, in suppression
of the earlier Plastic Waste (Management and Handling) Rules, 2011 and as a part of the revamping
of all Waste Management Rules to achieving the vision of our Prime Minister of Swacchh Bharat
and cleanliness is the essence of health and tourism, The Plastic Waste Management Rules, 2016
aim to:
Increase minimum thickness of plastic carry bags from 40 to 50 microns and stipulate
minimum thickness of 50 micron for plastic sheets also to facilitate collection and recycle
of plastic waste.

33
 Expand the jurisdiction of applicability from the municipal area to rural areas, because plastic
has reached rural areas also;
To bring in the responsibilities of producers and generators, both in plastic waste
management system and to introduce collect back system of plastic waste by the
producers/brand owners, as per extended producers’ responsibility;
To introduce collection of plastic waste management fee through pre-registration of the
producers, importers of plastic carry bags/multilayered packaging and vendors selling the
same for establishing the waste management system;
To promote use of plastic waste for road construction as per Indian Road Congress guidelines
or energy recovery, or waste to oil etc. for gainful utilization of waste and also address the
waste disposal issue; to entrust more responsibility on waste generators, namely payment of
user charge as prescribed by local authority, collection and handing over of waste by the
institutional generator, event organizers.
The Environmental Compensation shall be levied based upon polluter pays principle, on
persons who are not complying with the provisions of these rules, as per guidelines notified
by the Central Pollution Control Board.
Every producer or importer or brand-owner shall for the purpose of one –time registration
makes an application through the centralized online portal.
Each plastic packaging shall contain the specified information, printed in English, namely,
name and registration certificate number for producer or importer or brand owner generated
through centralized online portal.
Filing of Quarterly Report and Annual reports by every person engaged in recycling or
processing of plastic waste, by every manufacturer and importer of plastic raw material, by
every person engaged in the sale of plastic raw material.

Extended Producer Responsibility

The Extended Producer Responsibility (EPR) model is based on the polluter-pays principle, which
aims to include producers of material goods in the management and treatment of waste and keep
raw materials and goods in the economic cycle. The integration of EPR schemes in national
legislation then sets clear objectives for circular economy: consumer waste prevention, eco-design
of materials, optimization of waste collection with local authorities and development of new
circular economic systems.
Thus, the structuring of an EPR sector has several advantages; it allows the involvement of all
actors, whether public authorities, industries or consumers, in a structured and sustainable
framework dedicated to circularity and reduction of carbon emissions. At an international level,
EPR deepens the social and environmental responsibility of companies, thanks to the traceability
of the value chain and the better coordination of everyone's actions.
According to OECD, Extended Producer Responsibility (EPR) schemes are organizational
mechanisms for the prevention and management of waste that concern certain types of products
and are primarily based on the polluter-pays principle.

34
This principle emphasizes the idea of extended producer responsibility, according to which
producers, i.e., the legal persons responsible for placing certain products on the market (namely
producers, brand owners and importers), with government oversight, are made responsible for
financing and organizing the prevention and management of waste from these products at the end
of their life.
In that respect, it should be remembered that the EPR scheme is not a tax. Contributions from
producers are thus directly used by the Producer Responsibility Organisation (PRO). Thus, this
contribution didn’t require additional budgetary resources from State, and is not “absorbed” into
the overall public expenditure.
In order to meet the principles of EPR, producers usually organize themselves collectively to fulfil
their obligations within the framework of PROs, whether non-profit or for profit. The mission of
these PROs is to meet the challenges of reduction, reuse and recycling in the circular economy, thus
playing a key role to the fight against climate change, the preservation of resources and biodiversity,
and the reduction of carbon impact of product placed on the market.
To do this, the PROs meet several principles described in this note in order to fulfil their missions,
in conjunction with all the stakeholders in the value chain from product to waste (including brand
owners, retailers, recyclers, municipalities.).
They thus have several complementary missions:
 waste-prevention and awareness-raising among private consumers;
 limiting littering via collecting and subsequently recycling packaging waste;
 improving eco-design of the combination of product and packaging – in order to meet the
climate-biodiversity challenges of life-cycle analyses and new consumer habits;
 collection and sorting in cooperation with the municipalities and waste management
companies depending on the administrative, territorial and demographic structures;
 support for the development of new circular economy sectors focusing on reduction, reuse
and recycling by R&D to enhance the material value chain from collection to recycling.

International bodies have been addressing the issue of combating plastic waste pollution (G7 in
Charlevoix in 2018, G20 in Osaka in 2019). PROs from all over the world welcome the commitment
of civil society, companies and governments to work together to define and build common
responses to this global challenge.
International cooperation has reached an important milestone with the adoption on 2 March 2022
by the United Nations Environment Assembly of a resolution to end plastic pollution and to reach
a legally binding international agreement by 2024. In the wake of these growing concerns, on 28
July 2022, the UN General Assembly adopted a resolution declaring that all people on the planet
have the right to a healthy environment, a right that the circular economy can help make real,
everywhere and for everyone.
The “Business Coalition for a global plastics Treaty”, coordinated by WWF and Ellen MacArthur
Foundation, has created a first group of policy and scientific recommendations for future

35
negotiations. This work will be made by bringing together NGOs, financial institutions and
professional organizations from the plastics value chain.
In this context, the Extended Producer Responsibility (EPR) model has a key role to play. EPR
systems are an essential instrument to finance the collection and environmentally sound treatment
of waste, as well as to support the design and production of goods that consider and facilitate the
efficient use of resources throughout their life cycle, including their repair, reuse, dismantling and
recycling. PROs, in particular those in charge of household packaging, help to improve the
management of the end-of-life of plastic products and packaging but also to encourage reduction at
source as well as eco-design.
The first PROs already benefit from more than 30 years of experience in implementing EPR, and
visibility on the actions taken and their impacts. This knowledge of the benefits of EPR encourages
the deployment of this model on a global level, as it meets many needs. From the start, EPR systems
were born out of the need to respond to the challenges of increasing quantities of waste, increasing
costs to taxpayers, and the loss of resources that untreated waste represents. Today, their actions
allow them to:
 Define, in conjunction with industry/producers national and local authorities, minimum
targets for reuse, recycling or recovery when and where relevant;
 Introduce EPR fees at the time of placing on the market to cover the costs of end-of-life
management of packaging;
 Modulate EPR fees with incentives and disincentives bonuses and/or penalties, in a way
that reflects defined environmental criteria of the product - for example its recyclability - to
promote to producers to design their products / packaging. It will facilitates the sorting for
inhabitants and the treatment, re-use or recycling in the next steps so that the material stay
in the economic cycle;
 Involve companies in the circular economy of their packed products: they are the ones who
eco-design the packaging, finance a large part of its collection, sorting, recycling and reuse
to turn it into new resources;
 Generate sustainable funding for the waste management service while boosting its
efficiency;
 Gain economies of scale and efficiencies to help control costs to consumers;
 Include consumers in this transition to the circular economy by providing convenient
separate collection opportunities, encouraging sorting, good consumption practices and
supporting them in new uses;
 In relevant cases, educate consumers about the effects of littering. As such, EPR can
encourage municipalities to develop more solutions on littering and waste collection;
 Whenever legally bound to, cooperate with recyclers in order to return the recycled
materials to the companies that first placed them on the market in order to enable them to
include recycled content;
 In view of the growing relevance of online sales, EPR can develop legal frameworks that
force Marketplaces to equally contribute to the prevention and management of waste.

36
Extended Producer Responsibility (EPR) in India
If someone identified as Producer, Importer and Brand Owners (PIBO) and have PIBO operations
in India that uses plastic packaging as part of its operation, irrespective of your turnover or scale of
operations then PIBO fall under the obligation of Extended Producer Responsibilities (EPR) Under
the current framework of EPR, PIBO are responsible to:
1. Register at EPR Portal of Government of India
2. Submit their Action plan
3. Fulfill obligations for: -
a. Recycling
b. Use of Recycled content
c. Reuse
d. End of life disposal
e. Optional engagement in collection and recovery of the plastics
f. Submit annual returns
g. Provide proof of certificates (Plastic credits)
h. PIBOs can engage with PRO's or other agencies separately to fulfill their targets but
reporting and responsibility to fulfill the obligations is completely of PIBO.

***

37
 Lesson 19
Sustainability Audit; ESG Rating; Emerging Mandates from Government and Regulators

Master Circular for ESG Rating Providers (“ERPs”)

SEBI issued Master Circular for ESG Rating Providers (“ERPs”), dated May 16, 2024,
Circular No: SEBI/HO/DDHS/POD3/P/CIR/2024/45, wherein it has encompassed the
chapters on the following facets- Registration, Approval and Surrender Requirements; Rating
Operations; Reporting and Disclosures; Internal Audit for ERPs and Miscellaneous matters.
Apart from various regulatory and operational dimensions covered in the mentioned Circular, it
has stated that an ERP shall offer at least the following ESG rating products (Clause 5.2):
ESG Rating.
Transition or Parivartan
Score. Combined Score.
Core ESG Rating.
Core Transition or Parivartan
Score. Core Combined Score.
Further, an ERP may provide additional ESG rating products subject to compliance with
relevant provisions of the CRA Regulations and circulars issued thereunder. It is to be noted
that the aforesaid six ESG rating products shall:
 suitably incorporate the environmental, social and governance aspects that are
contextual to the Indian market.
 be assigned such that they allow comparison with companies in other sectors, i.e.,
such rating products must contain sector-agnostic ESG ratings.
 adhere to guidelines specific to the rating product as detailed below in this circular.

For details: https://www.sebi.gov.in/legal/master-circulars/may-2024/master-circular-for-esg-

rating-providers-erps-_83421.html

38
 Lesson 20

Integrated Reporting Framework: Global Reporting Initiative Framework, Business Responsibility

& Sustainability Reporting

Master circular for compliance with the provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
(SEBI/HO/CFD/PoD2/CIR/P/0155), November 11, 2025

Section IV-B: Business Responsibility and Sustainability Reporting by listed entities

1. BRSR

1.1 In recent times, adapting to and mitigating climate change impact, inclusive growth and
transitioning to a sustainable economy have emerged as major issues globally. There is an increased
focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards
the environment and society. Thus, reporting of company’s performance on sustainability related
factors has become as vital as reporting on financial and operational performance.

1.2 From the financial year 2022-23, in terms of the proviso to regulation 34 (2) (f) of the LODR
Regulations, top 1000 listed entities based on market capitalization had to submit a Business
Responsibility and Sustainability Report (BRSR) in the format as specified by the Board. Further,
other listed entities can voluntarily submit such reports.

1.3 The BRSR seeks disclosures from listed entities on their performance against the nine principles
of the ‘National Guidelines on Responsible Business Conduct’ (NGRBCs) and reporting under each
principle is divided into essential and leadership indicators. The essential indicators are required to be
reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis.
Listed entities should endeavour to report the leadership indictors also.

1.4 The BRSR is intended towards having quantitative and standardized disclosures on ESG
parameters to enable comparability across companies, sectors and time. Such disclosures will be
helpful for investors to make better investment decisions. The BRSR shall also enable companies to
engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and
towards social and environmental impacts.

1.5 The listed entities already preparing and disclosing sustainability reports based on internationally
accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-
reference the disclosures made under such framework to the disclosures sought under the BRSR.

1.6 The format of the BRSR is as specified in Annexure 16 . The BRSR is accompanied with a
guidance note to enable the companies to interpret the scope of disclosures. The guidance note is given
at Annexure 17. For referring the detailed contents of Annexure 16 and 17, please refer the following
link: https://www.sebi.gov.in/legal/master-circulars/nov-2024/master-circular-for-compliance-with-
the-provisions-of-the-securities-and-exchange-board-of-india-listing-obligations-and-disclosure-
requirements-regulations-2015-by-listed-entities_88388.html

39
2. BRSR Core

2.1 The BRSR Core is a sub-set of the BRSR, consisting of a set of Key Performance Indicators (KPIs) /
metrics under 9 ESG attributes. Keeping in view the relevance to the Indian / Emerging market context, few
new KPIs have been identified for assurance such as job creation in small towns, open-ness of business,
gross wages paid to women etc. Further, for better global comparability intensity ratios based on revenue
adjusted for Purchasing Power Parity (PPP) have been included. The format of BRSR Core for reasonable
assurance is placed at Annexure 17A.
2.2 In order to facilitate the verification process, the BRSR Core specifies the data and approach for reporting
and assurance. It is however clarified that the approach specified is only a base methodology. Any changes
or industry specific adjustments / estimations shall be disclosed.

2.3 For ease of reference, the BRSR Core contains a cross-reference to the disclosures contained in the
BRSR.

2.4 Applicability

2.4.1 From FY 2023 – 2024, the top 1000 listed entities (by market capitalization) shall make disclosures
as per the updated BRSR format, as part of their Annual Reports.
2.4.2 Listed entities shall mandatorily undertake reasonable assurance of the BRSR Core, as per the glide
path specified in the following table:

Financial Year Applicability of BRSR Core to top listed entities

(by market capitalization)
2023 – 24 Top 150 listed entities
2024 – 25 Top 250 listed entities
2025 – 26 Top 500 listed entities
2026 – 27 Top 1000 listed entities

3. ESG Disclosures for value chain

3.1 Disclosures for value chain shall be made by the listed company as per BRSR Core, as part of its Annual
Report. For this purpose, value chain shall encompass the top upstream and downstream partners of a listed
entity, cumulatively comprising 75% of its purchases / sales (by value) respectively.

3.2 Listed entities shall report the KPIs in the BRSR Core for their value chain to the extent it is attributable
to their business with that value chain partner. Such reporting may be segregated for upstream and
downstream partners or can be reported on an aggregate basis.

3.3 The scope of reporting and any assumptions or estimates, if any, shall be clearly disclosed.

3.4 Applicability

3.4.1 ESG disclosures for the value chain shall be applicable to the top 250 listed entities (by market
capitalization), on a comply-or-explain basis from FY 2024-25.
40
3.4.2 The limited assurance of the above shall be applicable on a comply-or-explain basis from FY 2025 -
26.

4. Assurance provider

4.1 The Board of the listed entity shall ensure that the assurance provider of the BRSR Core has the
necessary expertise, for undertaking reasonable assurance.

4.2 The listed entity shall ensure that there is no conflict of interest with the assurance provider appointed
for assuring the BRSR Core. For instance, it shall be ensured that the assurance provider or any of its
associates do not sell its products or provide any non-audit / non-assurance related service including
consulting services, to the listed entity or its group entities.

For details: https://www.sebi.gov.in/legal/master-circulars/nov-2024/master-circular-for-compliance-with-

the-provisions-of-the-securities-and-exchange-board-of-india-listing-obligations-and-disclosure-
requirements-regulations-2015-by-listed-entities_88388.html

***

41
 Miscellaneous Changes

Lessons Changed Contents Page

Number
Lesson 2: Principles governing disclosures and obligations – Regulation 4 70
Legislative Framework of (2)(d)(iv). The listed entity shall devise an effective vigil mechanism/
Corporate Governance in India whistle blower policy enabling stakeholders, including individual
employees and their representative bodies, to freely communicate their
concerns about illegal or unethical practices.

Lesson 3: Regulation 17 of SEBI (LODR) Regulations, 2015 122

Board Effectiveness/Building Composition of the Board of Director – Regulation 17(1)(a)
Better Boards The composition of board of directors of the listed entity shall be as
follows:
(a) Board of directors shall have an optimum combination of executive
and non-executive directors with at least one woman director and not
less than fifty per cent. of the board of directors shall comprise of non-
executive directors;
Provided that the Board of directors of the top 1000 listed entities shall
have at least one independent woman director by April 1, 2020;

Minimum number of director in certain class of listed companies 122

– Regulation 17(1)(c)

The board of directors of the top 2000 listed entities shall comprise of
not less than six directors.
Directors and Officers insurance for Independent Directors– 141
Regulation 25 (10)

The top 1000 listed entities by market capitalization, shall undertake

Directors and Officers insurance (‘D and O insurance’) for all their
independent directors of such quantum and for such risks as may be
determined by its board of directors.
3. Regulation 19(4) read with Part D of Schedule II – 145

(1) formulation of the criteria for determining qualifications, positive

attributes and independence of a director and recommend to the board
of directors a policy relating to, the remuneration of the directors,
key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and

Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required
of an independent director.

42
 The person recommended to the Board for appointment as an
independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due
regard to diversity; and
c. consider the time commitments of the candidates.

Related Party Transactions – Regulation 23 of Under the SEBI 189

(LODR) Regulations, 2015

(1A) Notwithstanding the above, with effect from July 01, 2019 a
transaction involving payments made to a related party with respect to
brand usage or royalty shall be considered material if the transaction(s)
to be entered into individually or taken together with previous
transactions during a financial year, exceed five percent of the annual
consolidated turnover of the listed entity as per the last audited
financial statements of the listed entity.
Lesson 4: Provisions under the SEBI (LODR) Regulations, 2015 212
Board Processes through Prior Intimations – Regulation 29
Secretarial Standards
(1) The listed entity shall give prior intimation of at least two
working days in advance, excluding the date of the intimation and
date of the meeting to stock exchange about the meeting of the board
of directors in which any of the following proposals is due to be
considered:
Provisions under the SEBI (LODR) Regulations, 2015 213
Prior Intimations – Regulation 29

(d) fund raising by way of issue of securities (excluding security

receipts, securitized debt instruments or money market instruments
regulated by the Reserve Bank of India), through further public offer,
rights issue, American Depository Receipts/ Global Depository
Receipts/Foreign Currency Convertible Bonds, qualified institutions
placement, debt issue, preferential issue or any other method and for
determination of issue price:

Provided that intimation shall also be given in case of any annual

general meeting or extraordinary general meeting or postal ballot that
is proposed to be held for obtaining shareholder approval for further
fund raising indicating type of issuance.

Provided further that intimation for determination of issue price in a

qualified institutions placement is not required if such placement is
done in accordance with the provisions of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

43
 g) any alteration in the form or nature of any of its securities that are
listed on the stock exchange or in the rights or privileges of the holders
thereof;

h) any alteration in the date on which, the interest on debentures or

bonds, or the redemption amount of redeemable shares or of
debentures or bonds, shall be payable.

(2) The intimation required under sub-regulation (1) shall mention the
date of such meeting of board of directors.

Point (3) not to be considered anymore.

3. Quorum [Para 3] 216

Regulations 17(2A): The quorum for every meeting of the board of

directors of the top 2000 listed entities with effect from April 1, 2020
shall be one-third of its total strength or three directors, whichever is
higher, including at least one independent director.
Lesson 5: B. The audit committee shall mandatorily review the following 243
Board Committees information:

(2) Omitted- Accordingly, the points covered under this topic stands
renumbered.
Risk Management Committee 249
Gap between two meetings – Regulation 21(3C)

The meetings of the risk management committee shall be conducted in

such a manner that on a continuous basis not more than two hundred
and ten days shall elapse between any two consecutive meetings.
Risk Management Committee 249
Applicability – Regulation 21(5)

I. the top 1000 listed entities, and,

II. a ‘high value debt listed entity’.

Lesson 8: 1. ANNUAL REPORT 289

Board Disclosures and Website
Disclosures (f) For the top one thousand listed entities based on market
capitalization, a Business Responsibility and Sustainability Report on
the environmental, social and governance disclosures, in the format as
may be specified by the Board from time to time.

44
Box Content:

The assurance of the Business Responsibility and Sustainability Report

Core shall be obtained, with effect from and in the manner as may be
specified by the Board from time to time.

Provided further that the listed entities shall also make disclosures and
obtain assurance as per the Business Responsibility and Sustainability
Report Core for their value chain, with effect from and in the manner
as may be specified by the Board from time to time.

Provided further that the remaining listed entities, including the entities
which have listed their specified securities on the SME Exchange, may
voluntarily disclose the Business Responsibility and Sustainability
Report or may voluntarily obtain the assurance of the Business
Responsibility and Sustainability Report Core, for themselves or for
their value chain, as the case may be.

Explanation: For the purpose of this clause:

(i) Business Responsibility and Sustainability Report Core shall
comprise of such key performance indicators as may be specified by
the Board from time to time;

(ii) “value chain” for the listed entities shall be specified by the Board
from time to time.

(5B) Senior Management 293

Particulars of senior management including the changes therein since

the close of the previous financial year.

Items required to be hosted on website as per Regulation 62 of 312

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

(aa) composition of the Board;

(b) financial information including:

(i) notice of meeting of the board of directors where financial results
shall be discussed;
(ii) financial results, on the conclusion of the meeting of the board of
directors where the financial results were approved;
(iii) complete copy of the annual report including balance sheet, profit
and loss account, directors report, corporate governance report etc;

(h) information with respect to the following:

45
 (iii) revision of rating assigned to the non-convertible debt securities:
(stands deleted)

(i) all credit ratings obtained by the entity for all its listed non-
convertible securities, updated immediately upon any revision in the
ratings;

(j) statements of deviation(s) or variation(s) as specified in sub-

regulation (7) and sub-regulation (7A) of regulation 52 of these
regulations;

(k) annual return as provided under section 92 of the Companies Act,

2013 and the rules made thereunder.

The listed entities to whom regulations 15 to regulation 27 are

applicable shall also make the following additional disclosures on their
website:
(a) composition of the various committees of the board of directors;
(b) terms and conditions of appointment of independent directors;
(c) code of conduct of the board of directors and senior management
personnel;
(d) details of establishment of vigil mechanism/ whistle blower policy;
(e) criteria of making payments to non-executive directors, if the same
has not been disclosed in the annual report;
(f) secretarial compliance report as per sub-regulation (2) of regulation
24A of these regulations;
(g) policy on dealing with related party transactions;
(h) policy for determining ‘material’ subsidiaries;
(i) details of familiarization programmes imparted to independent
directors including the following details:-
(i) number of programmes attended by the independent directors
(during the year
and on a cumulative basis till date),
(ii) number of hours spent by the independent directors in such
programmes (during the year and on cumulative basis till date), and
(iii) other relevant details.

The listed entity shall update any change in the content of its website
within two working days from the date of such change in content.

Lesson 19: ESG Reporting in India 758

Sustainability Audit; ESG
Rating; Emerging Mandates Para 8: On 10 May 2021, SEBI introduced new reporting requirements
from Government and on ESG parameters called the Business Responsibility and
Regulators Sustainability Report (“BRSR”) by amending regulation 34 (2) (f) of
SEBI (Listing Obligation and Disclosure Requirements) Regulation,
2015 (“LODR Regulations”).

Further, SEBI, on July 11, 2023, issued a Master Circular No.

SEBI/HO/CFD/PoD2/CIR/P/2023/120 in order to enable the users to

46
 have access to the provisions of the applicable circulars issued till June
30, 2023, at one place, pertaining to the compliance requirements
specified in the LODR Regulations. With the issuance of this Master
Circular, the aforementioned SEBI circular dated 10th May, 2021 has
been rescinded.

Section IV-B of this Master Circular prescribed the requirements for

Business Responsibility and Sustainability Reporting by listed entities.
The format of the BRSR is specified in Annexure 16 to this Master
Circular and the guidance note is given at Annexure 17 to enable the
companies to interpret the scope of disclosures.

Overview and Applicability of BRSR 769

Lesson 20:
(as on the 31st March of every financial year)- stands deleted.
Integrated Reporting
Framework; Global Reporting  During the financial year 2021–22, the top 1000 listed entities
Initiative Framework; Business may voluntarily submit BRSR in place of mandatory BRR;
Responsibility and  The remaining listed entities including the entities which have
Sustainability Reporting listed their specified securities on the SME Exchange, may
voluntarily submit BRSR.

On 10th May, 2021 SEBI issued another Circular No.

SEBI/HO/CFD/CMD-2/P/CIR/2021/562 providing the
Applicability of BRSR and Disclosure format.

***

47