ISSN 0972-1983

VOL 54 | NO. : 05 | Pg. 1-180 | MAY 2024 | `100 (Single Copy)

THE JOURNAL FOR GOVERNANCE PROFESSIONALS

ESG and BRSR-

Responsible
Reporting
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 The Council CONTENTS
President
 CS B. Narasimhan

Vice-President ISSN 0972-1983

 CS Dhananjay Shukla ®
Members
(in alphabetical order)

CS Ashish Karodia

[Registered under Trade Marks Act, 1999]
 Dr. Ashok Kumar Mishra (Govt. Nominee)
 CS Dwarakanath C.
Vol. : LIV n No.05 n Pg 1-180 n May - 2024
 Sh. Inder Deep Singh Dhariwal (Govt. Nominee)
 Sh. MP Shah (Govt. Nominee)
04 - EDITORIAL
ISSN 0972-1983
VOL 54 | NO. : 05 | Pg. 1-180 | MAY 2024 | `100 (Single Copy)

 Sh. Manoj Pandey (Govt. Nominee)

 CS Manish Gupta 15 - ICSI EVENTS THE JOURNAL FOR GOVERNANCE PROFESSIONALS

 CS Manoj Kumar Purbey  CONVOCATION 2024 - EASTERN REGION HELD ON MAY 4, 2024 AT
BHUBANESWAR
 Ms. Mithlesh (Govt. Nominee)
 Three Days Training Programme on Companies Act, 2013 conducted ESG and BRSR-
Responsible
 CS Mohankumar A. for Officials of IFSCA Reporting

 CS NPS Chawla
 CS Pawan G. Chandak
18 - FROM THE PRESIDENT
 CS Praveen Soni 22 - RECENT INITIATIVES TAKEN
CS Rajesh Chhaganbhai Tarpara

BY ICSI
 CS (Ms.) Rupanjana De 151 - MISCELLANEOUS CORNER
 CS Sandip Kumar Kejriwal 32 - INTERVIEW  GST CORNER
 CS Mahesh Kumar Agarwal, Company Secretary and Compliance
 CS Suresh Pandey Officer, GAIL (India) Limited.  ETHICS IN PROFESSION
 CS Venkataramana R.
45 - ARTICLES  CG CORNER
Secretary
 ESG and BRSR - Responsible Reporting  ESG CORNER
 CS Asish Mohan
GIST OF ROC & RD ADJUDICATION ORDERS
115 - LEGAL WORLD 

05 Editorial Advisory Board 123 - FROM THE GOVERNMENT

143 - NEWS FROM THE INSTITUTE
171 - BEYOND GOVERNANCE


Case Study
Crossword
Chairman
 CS Ashish Karodia

Members
Printed & Published by Annual Subscription
(in alphabetical order)
Printed & Published by: Asish Mohan on ‘Chartered Secretary’ is generally published
 Dr. Ashok Kumar Mishra behalf of: The Institute of Company Secretaries in the first week of every month. n Non-
of India, ‘ICSI House’, 22, Institutional Area
 CS Bimal Jain receipt of any issue should be notified
Lodi Road, New Delhi - 110 003, Printed at:
 CS (Dr.) D. K. Jain SAP Print Solutions Pvt Ltd at Plot No. 3 and within that month. n Articles on subjects of
30, Sector II, The Vasai Taluka Industrial Co- interest to company secretaries are welcome.
 CS Manoj Kumar Purbey Op. Estate Ltd, Gauraipada, Vasai (E), District n Views expressed by contributors are their
Sh. MP Shah Palghar-401208, sapprints.com and Published
 own and the Institute does not accept any
from Lodhi Road.
 CS Nitin Somani responsibility. n The Institute is not in any
 CS NPS Chawla Editor : Asish Mohan way responsible for the result of any action
Anizham, Jewel Harmony Villa, Kakkanad, taken on the basis of the advertisements
 CS Pranav Kumar Ernakulam, Kerala - 682 030 published in the journal. n All rights reserved.
 CS Praveen Soni
The Institute of Company Secretaries of India n No part of the journal may be reproduced
 CS Puneet Handa ‘ICSI House’, 22, Institutional Area or copied in any form by any means without
 CS (Prof.) Rabi Narayan Kar Lodi Road, New Delhi - 110 003 the written permission of the Institute.
 CS Rajesh Chhaganbhai Tarpara
Phones : 45341000 n The write ups of this issue are also available
Grams : ‘COMPSEC’ on the website of the Institute.
 CS Rohit Gupta Fax : 91-11-24626727
 CS R P Tulisian E-Mail : [email protected]
 CS Suresh Pandey Weblink : http://support.icsi.edu
Website : http://www.icsi.edu Printed at
Editor & Publisher 

SAP PRINT SOLUTIONS PVT. LTD.

Mode of Citation: CSJ (2024)(05/--- (Page No.)
 CS Asish Mohan Plot No. 3 & 30, Sector II, The Vasai Taluka
QR Code/Weblink of Chartered Industrial Co-op. Estate Ltd., Gauraipada
Legal Correspondent Secretary Journal Vasai (E), Dist. Palghar - 401 208
 T. K. A. Padmanabhan https://www.icsi.edu/home/cs/ www.sapprints.com

CHARTERED SECRETARY MAY 2024 | 3

 EDITORIAL
EDITORIAL

The Institute has been taking substantial initiatives how sustainable development emphasizes the responsible use
deliberating its cause for Good Corporate Governance on of resources to meet present needs without compromising
various National and International Platforms. Over the years the ability of future generations to meet their own needs.
CS Professionals have been dedicatedly delivering their
expertise and services to the cause of building a contemporary The article on ‘Infusing Impact Leadership among
corporate landscape where the Environmental, Social, and ESG Professionals - Need of the Hour’ analyses that in
Governance (ESG) framework has emerged as a formidable the business landscape of today, even the most seasoned
force among other factors. organizations, adept in embedding ESG (Environmental,
Social, and Governance) values within their culture, are
As companies are increasingly recognizing the significance of grappling with the increasingly intricate and ever-shifting
ESG in their operations, Company Secretaries are emerging terrain of ESG norms.
as key professionals in this domain: Company Secretaries,
being governance professionals, are now finding themselves The article on ‘Unlocking ESG Potential- BRSR as a
at the forefront of ESG integration within organizations. The Key Reporting Framework in India’ describes how
BRSR framework mandates the top 1000 listed companies Environmental, Social, and Governance (ESG) disclosure
to report their performance on environmental, social and platforms play a crucial role in helping companies report
governance (ESG) aspects, defining and demonstrating a their sustainability efforts and performance to investors,
strong commitment to responsible business practices. stakeholders, and the public.
The ICSI has always taken the lead in fostering the cause Providing an all round perspective, the article on ‘Overview
of developing its professionals to specifically cater to the of the ESG Disclosure Landscape: IFRS & BRSR’ brings to
emerging forefronts of ‘Responsible Reporting’.
light how today's society is actively advocating for cleaner,
As part of its ongoing efforts and to deliberate upon various safer, and more sustainable practices, with governments,
facets under the ESG and BRSR strategies of India Inc., this investors, and consumers, pushing for greater accountability
month’s issue of the Journal has invited the views of authors and responsibility. This shift has prompted the development
in the form of articles and research inputs focussing on the of various sustainability reporting standards, leading to the
rise of ESG and BRSR which has expanded the purview of issuance of the Sustainable Disclosure Standards by the
governance to encompass a broader range of factors, from International Financial Reporting Standard (IFRS) in 2023.
reducing carbon footprints to promoting diversity and
inclusion. An eye-opening article on ‘Unlocking the Power of ESG
integration: a Roadmap for Sustainable Growth’ studies
The author through the article ‘ESG and BRSR: Steering the necessities on how organizations are compelled to
Board’s Responsibility towards Sustainable Governance’ engage with stakeholders holistically and surpass regulatory
displays how in recent years, Environmental, Social, and compliances in terms of business measures and reporting, as
Governance (ESG) criteria has emerged as a pivotal factor the disclosures are predicated on a range of ESG parameters.
in the operational and strategic frameworks of corporations
worldwide. As the criteria increasingly influences investment The article on ‘Estimating the Burn rate in Start-up
decisions, regulatory landscapes, public expectations, the Environment and a Study of Burnout cost in Recently
boards of directors find themselves at the helm, navigating Listed Companies’ throws light on the burn out cost in
the complex waters of sustainability. startups as well as Listed Companies context and how they
are expected to generate revenue and profits post-gestation
Offering an insight through the article ‘BRSR : A Broad period.
Overview’ the author delves on how the importance
of Environmental and Social Governance and BRSR is A research input on ‘Credit Audit of Banks with Emphasis
gaining momentum for board leaders in today’s business on ‘High Carbon Intensity’ Project Finance’ outlines how
environment. There is a continuous requirement for a shift Financial Institutions including Banks in India have initiated
in focus of businesses from “Profit, Profit, Profit” to “Profit, a re-evaluation of loans directed towards Carbon-intensive
People and Planet” model. Sectors in response to mounting pressure from global
An exclusive article on ‘Viksit Bharat Going Global: investors to mitigate transition risks and sustain worldwide
Paradigm shift in landscape of ESG & BRSR and Environmental, Social, and Governance (ESG) Criteria.
changing role of Company Secretaries’ explores how the We are also happy to publish an Interview of CS Mahesh
Government’s initiative, ‘Viksit Bharat’, aims to transform
Kumar Agarwal, Company Secretary, GAIL (India) Limited.
India into a redefined nation with bounties, diversities,
abilities, and agilities. The initiative underscores the urgent Happy Reading !
need to develop stress-free and poverty-free facilities for
citizens across the nation.

The article on ‘Corporate Governance and Sustainable CS Asish Mohan

Development in India – An ESG Perspective’ showcases (Editor - Chartered Secretary)

4 | MAY 2024 CHARTERED SECRETARY

 IMAGES
1 2

3 4

5 6

7
1. CS B. Narasimhan, President, The ICSI met with Prof. (Dr) S. Shanthakumar, Director, Gujarat National Law University & Director (I/C), Gujarat
Maritime University.
2. ICSI delegation led by CS B. Narasimhan, President, The ICSI met with Shri Praveen Trivedi, Executive Director, IFSCA.
3. CS B. Narasimhan, President, The ICSI met with Mr. Sandip Shah, Head IFSC Department, GIFT City.
4. CS B. Narasimhan, President, The ICSI met with Prof. Mahadeo Jaiswal, Founding Director, IIM Sambalpur.
5-6. The ICSI organised One Day Programme for ICLS Officers Trainees at ICSI Headquarters, New Delhi on April 26, 2024. CS B. Narasimhan, President, The
ICSI, CS Dhanajay Shukla, Vice - President, The ICSI and CS Asish Mohan, Secretary, The ICSI and ICSI Officials interacted with the Officer Trainees.
7. Foundation Day of Pune Chapter of WIRC of ICSI graced by CS B. Narasimhan, President, The ICSI.

CHARTERED SECRETARY MAY 2024 | 5

IMAGES

10 11
8. Chandigarh Chapter of NIRCI of ICSI organised the 1st Chandigarh Tri-City Conference, 2024, on the theme "An Era of Transition for Professionals" on
April 27, 2024. Mr. Vinod Sharma, Regional Director, Northern Region, MCA was the Chief Guest, CS B. Narasimhan, President, The ICSI was the Guest
of Honour and Mr. Yashovardhan Saboo, MD, Ethos Limited was the Distinguished Guest.
9. The ICSI joined as an Institutional Partner in the seminar on “SEBI Regulations – Recent Developments, Open Issues & Way Forward” organised by PHD
Chamber of Commerce & Industry on April 19, 2024 at PHD House, New Delhi. CS Manish Gupta, Immediate Former President, The ICSI graced the
inaugural session as Guest Speaker.
10. Full Day Seminar − Manthan on the theme ‘A Progressive Churning of Knowledge’ was organized by ICSI-EIRC Kolkata on April 27, 2024. CS Rupanjana
De, Central Council Member, The ICSI, Shri Ashok Butta, Director, Dental World Super Speciality Clinics Pvt. Ltd. and CS (Dr.) Mohit Shaw, Chairman,
EIRC of ICSI graced the occasion.
11. Visakhapatnam Chapter of SIRC of ICSI organized a One Day Program on April 27, 2024 at Visakhapatnam. Dr Suresh Chandra Pandey, RINL's Director
(Personnel) was the Chief Guest, L Siva Sankar, Deputy Registrar of Companies, Maharashtra, Mumbai was the Guest of Honor, CS R Venkata Ramana,
Central Council Member, The ICSI, Imtiyaz Arshad, CEO & Secretary, Skill Development Institute, Visakhapatnam also graced the occasion.

6 | MAY 2024 CHARTERED SECRETARY

 IMAGES
12 13

14

15

16
12. Thane Chapter of WIRC of ICSI organized a Programme on theme - 'Reporting under Statutes – Corporate Responsibility' on April 27, 2024.
13. Siliguri Chapter of EIRC of ICSI organized a full-day Seminar on 'ROC Compliance' and 'GST on Composition Scheme' on April 20, 2024.
14. 19 th RCLDP and 87th RMSOP was organized at ICSI - CCGRT, Navi Mumbai from March 28, 2024 to April 12, 2024. CS Ajay Agarwal, Senior Executive
Vice President-Legal & Secretarial at HDFC Bank Ltd., honoured the inaugural session as the Chief Guest.
15. 20 th RCLDP was organized at ICSI - CCGRT, Navi Mumbai from April 19, 2024 - May 4, 2024.
16. ICSI - CCGRT, Navi Mumbai, hosted a seminar on “Critical Aspects of Board Report, BRSR & ESG” on April 20, 2024.

CHARTERED SECRETARY MAY 2024 | 7

GLOBAL CONNECT

SYNOPSIS
ICSI 3RD INTERNATIONAL CONFERENCE
IN SINGAPORE
5-6 APRIL 2024
THEME: BUILDING RESILIENT & SUSTAINABLE ECONOMIES

8 | MAY 2024 CHARTERED SECRETARY

 GLOBAL CONNECT
The Institute of Company Secretaries of India organised its 3rd International Conference in
Singapore on 5-6 April 2024.
The theme of the conference “Building Resilient & Sustainable Economies”, emphasized on
the need of creating robust, equitable, and environment friendly economies that can ensure a
prosperous and sustainable future for all.

“Both IVSC and ICSI are driven

by a shared vision of developing
a sustainable corporate world
where Company Secretaries will
act as the catalyst of long
term value creation for an
organization” - Mrs. Lim Hwee
Hua

Chief Guest: Mrs. Lim Hwee

Hua, Acting Chair, International
Valuation Standards Council &
F o r m e r M i n i s t e r, P r i m e
Minister’s Office (Singapore),

CHARTERED SECRETARY MAY 2024 | 9

GLOBAL CONNECT

ICSI plays a pivotal role in ensuring

good corporate governance by
equipping Company Secretaries with
the necessary knowledge and skill set
that fosters trust in the business
environment and contributes to the
overall stability of each nation's
economy. - H.E. Dr. Shilpak Ambule

Guest of Honour:
H . E . D r. S h i l p a k A m b u l e , H i g h
Commissioner of India to Singapore

Plenary II : Sustainability Reporting – A Challenge or An Opportunity

The session gave an overview of

Sustainability Reporting with a focus
on frameworks, best practices, and
improvement strategies. It also
highlighted the processes that
Governance Professionals can adopt
to achieve strong sustainability
ratings.

CS Ranjeet Pandey, Former

President, The ICSI & Practising
Company Secretary

Plenary III : Shifting Board Oversight from Operations to Risk and Strategy

The session explored the evolving role

of boards, emphasizing on the shift
from operational oversight to strategic
risk management. Key discussions
revolved around building effective
boards for long-term sustainability,
navigating geopolitical risks and
opportunities, and tackling critical
corporate priorities.

Mr. M. Nurul Alam, Senior Vice President, Institute of Chartered Secretaries of Bangladesh,
Mr. Tang Chan Ming, Former President, Malaysian Association of Company Secretaries
Mr. Stanley Park, Founder & Director, Stanley Park Associates Pte. Ltd., Singapore
CS (Dr.) Sudheendhra Putty, Associate Vice President & Company Secretary, Cyient Ltd., India
CS Sachin Mishra, Head-Legal & Company Secretary, Tata Consulting Engineers Ltd., India

10 | MAY 2024 CHARTERED SECRETARY

 GLOBAL CONNECT
Plenary IV : Unleashing the Power of AI in Compliance

The session elaborated on the impact

of artificial intelligence and the role it
can play in streamlining procedures
and enhancing compliance efforts for
data security, privacy, and protection.

Dr. James Ong, Founder & Managing Director, Artificial Intelligence International (AIII) Institute, Singapore
Mr. Ajay Surana, Co-Founder FundBox, Singapore
Mr. Pranav Rai, Legal Counsel, Hitachi Energy Singapore Pte. Ltd., Singapore
Mr. Indranil Choudhury, Chief Executive Officer, Lexplosion, India

Plenary V: India - Singapore Bilateral Ties

The session focused on India-

Singapore bilateral ties and
emphasized on exploring new areas of
work like FinTech, BioTech, Healthcare,
and Renewable Energy, while driving
innovation and sustainable
development, across borders.

Mr. T Prabakar, First Secretary

(Commerce) High Commission of
India, Singapore

Plenary VI: Opportunities in Singapore

The session delved into the exciting

opportunities available for
Company Secretary Professionals
in the dynamic business landscape
of Singapore. Attendees gained an
insight of the growing demand, and
the skillset required for this
essential role.

CS Nitish Chandan, Chairman, ICSI Overseas Centre, Singapore

CS Dinesh Makani, Vice-Chairman ICSI Overseas Centre, Singapore
CS Hemiksha Bhojwani, Member, ICSI Overseas Centre, Singapore
CS Priya Mahajan, Member, ICSI Overseas Centre, Singapore

CHARTERED SECRETARY MAY 2024 | 11

GLOBAL CONNECT

Plenary VII: Confluence of ESG into Value Creation

The session gave an insight on the

intersection of ESG and value
creation besides highlighting its
challenges. It also examined what
ESG factors can be integrated in the
financial decision-making process.

CS Manish Gupta, Immediate Past President, The ICSI

CS Sundharesan Jayamoorthi, Founder & Chief Advisor, J Sundharesan & Associates, India
CS Shujath Bin Ali, Global General Counsel & Chief Compliance Officer, Re Sustainability Ltd., India
Mr. Jozsef Acabo, Regional Sales Director, Diligent, Singapore

Plenary VIII: The acceptance and receptivity of DE & I

The session dealt with the increasing

acceptance of Diversity, Equity, and
Inclusion (DE&I) while exploring how
it fuels innovation and cultivates an
inclusive workplace culture.

Mr. Eddie Lee, Executive Director ASEAN Human Development Organisation, Singapore
Ms. Bindu Janardhanan, Partner Squire Patton Boggs, Singapore
Ms. Amira Budiyano, Attorney Kyndryl, Singapore
CS Sameer Gahlot, National Internet Exchange of India

Plenary IX: Combating Money Laundering

The session covered global Anti-

Money Laundering (AML) Regulatory
landscape, and highlighted the
importance of integrating due
diligence in standardizing systems
and building capacities.

Mr. R. Narayanamohan, Senior Partner Natarajan & Swaminathan, Chartered Accountants Singapore
CS Manish Ghiya, Principal, Compliense Advisors Pty Ltd. Australia
Mr. Sanjeev Gathani, Lead Facilitator & Group Compliance, RV Group (S) Pte Ltd. Singapore

12 | MAY 2024 CHARTERED SECRETARY

 GLOBAL CONNECT
The ICSI delegation also met H.E. Dr. Shilpak Ambule, High
Commissioner of India to Singapore & Mr. T Prabakar, First Secretary
(Commerce), High Commission of India, Singapore before the
Conference on the 3 of April, 2024 and discussed recognition of the
rd

profession of Company Secretaries in Singapore.

Group Photograph of The ICSI 3rd International Conference, Singapore

CHARTERED SECRETARY MAY 2024 | 13

GLOBAL CONNECT

ICSI being one of the founding members of CSIA participated in

The CSIA Global Governance Awards in Malaysia.

ICSI delegation led by CS Dwarakanath C., Council Member, The ICSI at

Council meeting of Corporate Secretaries International Association in Malaysia.

ICSI Council Members CS Rajesh Tarpara & CS Ashish Karodia addressed the ICS
28th Annual International Conference on April 24-26, 2024 in Mombasa.

14 | MAY 2024 CHARTERED SECRETARY

 ICSI EVENTS
CONVOCATION 2024 - EASTERN REGION
HELD ON MAY 4, 2024 AT BHUBANESWAR
Chief Guest : Prof. Mahadeo Jaiswal, Founding Director, IIM Sambalpur
Date and Venue : May 4, 2024 - Bhubaneswar

CHARTERED SECRETARY MAY 2024 | 15

ICSI EVENTS

Three Days Training Programme on Companies Act,

2013 conducted for Officials of IFSCA

CS Amita Desai CS Makarand Joshi CS Kalidas Ramaswami

(Topic : Incorporation, AoA & MoA, (Topic : LLP Act, 2008, LLP (Topic : Meetings, Board’s Report and
Share capital, SBO) Governance, Agreement) Related Party Transactions)

CS Manoj Hurkat CS Chirag B Shah CA Ranganayiki Rangachari

(Topic : E-Filing, CARO, Accounts & (Topic : Directors, Intercorporate (Topic : Foreign Companies
Audit, NFRA, Exemptions under Loans & Investment) incorporated outside India-critical
Companies Act, 2013) compliances)

Certificate distribution to participants Group Photo with participants

16 | MAY 2024 CHARTERED SECRETARY

 WEBINAR ON

ICSI EVENTS
Deliberation on Labour Laws held on 01.04.2024

CS B. Narasimhan Faculty: Moderator:

President, The ICSI Ms. Raavi Birbal CS Suresh Pandey
Advocate, Supreme Court & Delhi High Court Central Council Member, ICSI

ICSI COLLABORATIONS

ICSI inked MoU with

IIM Sambalpur under
Academic Connect
Initiative

ICSI inked MOU with Amity University, Kolkata ICSI inked MoU with SilverZone Foundation for
conducting “ICSI - SilverZone Commerce Olympiad”
for the students of 11th and 12th across the globe

ICSI inked MoU with

Punyashlok Ahilyadevi Holkar
Solapur University (PAHSU),
Solapur

CHARTERED SECRETARY MAY 2024 | 17

FROM THE PRESIDENT

`V² ^mdmo - VV² ^d[V&

(You become what you believe.)

Añ_mgw àË`oH$… Vñ` [Z`Vo… A[Yn[V…

E
Dear Professional Colleagues, Each of us is master of his destiny

ven though I look forward to the To be truthful, given both my age and years of
beginning of each month, seeking this experience, I had come to believe that there could
opportunity, and cherishing it more be very few things that could amaze me, or render
than any other, to pen my thoughts to me speechless. Turns out I was wrong. Meeting with
give you an account of the happenings the young minds, watching their beaming faces,
& events of the past month, through chatting with them candidly, and silently observing
the pages of this journal; there are times such as the their passionate approach; not only towards the
present one, which finds me in a state of dilemma to profession, but the development trajectory of our
find a point as to where to commence. Each activity great nation has amazed my heart and spirits.
seems significant, each event memorable, and each
Although all my emotions might seem like a bit
achievement worth cherishing. The need of the
of an exaggeration, but I cannot help myself from
moment says, that I should give it a try. Given the task
placing in tremendous faith in the youth and their
at hand, I would begin by sharing the most recent
capabilities. Each and every young man and woman
event first. The first ICSI bi-annual convocation of
holds not just the words ‘CS’ before their name, but
the Eastern Region held on May 04, 2024.
the potential to transform the governance culture
AWARDING DEGREES: PREPPING UP THE NEW and the key to change the world. And the shloka
cited sums up this thought to the hilt.
BRIGADE
If the city of Bhubaneswar has been known for My heartiest best wishes to all the young masters of
holding close to its ancient temples and structures, their destinies !!!
the Institute of Company Secretaries of India CREATING GLOBAL FOOTPRINT: ONE STEP AT A
has lent a youthful vibe to the city by hosting
the first bi-annual Convocation of the Eastern TIME
Region for the year 2024 in the heart of the city. “Small acts, when multiplied by millions of people,
And on behalf of the ICSI I would like to convey can transform the world.”
my gratitude towards Prof. Mahadeo Jaiswal,
Founding Director, IIM Sambalpur for joining us in  - Howard Zinn, American Historian
awarding the degrees and sharing his intellect and
vibrant thoughts with the young members on the It is only through the pages of the last edition that
occasion. I had shared the international presence created in

18 | MAY 2024 CHARTERED SECRETARY

Japan and Singapore. I am feeling a sense of delight suggestions thereon − taking one rule at a time and

FROM THE PRESIDENT

to share that this year as the ICSI became a full- understanding the nuances in a threadbare manner
time member of the CSIA (Corporate Secretaries by the Ministry.
International Association) and I was on-boarded as
a Director therein, we also received the honour of I feel humbled to commend the dedicated approach
participating in their Council Meeting at Malaysia; of Dr. Manoj Govil, Secretary, MCA and the entire
sharing our opinions & perspectives and gaining team at the Ministry for having an empathetic
much more in the process. I am glad that my thought and seeking clarifications on tricky areas
Council colleague, CS C. Dwarkanath represented while holding on to the foundational ideology of
the Institute at the meeting along with CS Asish promoting ease of doing business and analyzing the
Mohan, Secretary, ICSI. issues and challenges in great depth.

I am told that the recognition of the impact created It is with great pride that I wish to state, that ours
by global Corporate Secretaries and Governance was the first among the 3 Institutes to give its views
Professionals, in the area of Corporate Governance on the subject, well within the scheduled time set
and Sustainability at the CSIA Global Governance before us, which was duly recognized by Shri Manoj
Awards, in Kuala Lumpur, Malaysia, was with Pandey, Additional Secretary at the ICSI Council
the same intent as we do in here at our annual Meeting held recently in May 2024.
ICSI National Awards for Excellence in Corporate
Going forward as the Ministry seeks suggestions
Governance.
on the forms appurtenant to these Acts and rules,
On another continent, the ICSI made its presence felt we indeed are on the pathway of witnessing a 180
through CS Ashish Karodia and CS Rajesh Tarpara degree change in the legislative, compliance and
at the ICS 28th Annual International Conference reporting culture.
at Mombasa in Kenya. ‘Governance resilience in As a professional organization aimed at promoting
the face of crisis’, seemed to be an apt theme for and strengthening governance, the ICSI has been
deliberation chosen by the Institute of Certified soliciting suggestions on the forms on the MCA 21
Secretaries for this year’s deliberation and I am sure V3 platform for their improvement by way of Google
that globally aligned thoughts shall go a long way in form as through a series of virtual meetings. Each of
placing good governance at the helm of affairs in a these meetings, aimed at a different set of rules and
global business landscape. forms, have given the professionals an opportunity
If the times ahead are laying emphasis on making to share their suggestions which can be taken
India a Viksit Bharat, ICSI surely is taking governance forward with the MCA.
to the next level and across territorial boundaries.
I am hopeful that each of these measures undertaken
PARTNERING WITH REGULATORY AUTHORITIES: by the Regulatory Authorities as well as professional
bodies such as ourselves will go a long way in placing
TREADING THE PATH TOGETHER the nation on the pinnacles of good governance.
“Alone we can do so little, together we can do so
much.” CAPACITY BUILDING: MARCHING UP THE
LEARNING CURVE
A little over a month ago, I had with immense delight
shared with all of you, the solicitation of suggestions At ICSI, all our big and small initiatives are
by the Ministry of Corporate Affairs on the 54 set of aimed at creating a source of knowledge and skill
Rules under the Companies Act, 2013 and the LLP development – be it for our members, students or
Act, 2008. other stakeholders. If the upcoming PCS conference
at Ayodhya scheduled on June 14-15, 2024 is a step
Not only had we formed groups, sought suggestions towards taking the legacy forward and bringing
from members, and conducted deliberations at Company Secretaries in practice together to foster
our end before submitting the suggestions at the knowledge, and also build lifelong connections;
E-Consultation platform of the Ministry; but also, another capacity building initiative, which has
participated in the discussion groups formed under become a legacy is the Master Knowledge Series:
the Regional Directors of the Ministry across India. EEE.
Going a step forward, it is both heartening and Having launched the fourth edition and flagged off
immensely gratifying to be brought on board for the first webinar on Labour Laws with Ms. Raavi
laying across the table, both − the rules as well as the Birbal, Advocate, Supreme Court and Delhi High

CHARTERED SECRETARY MAY 2024 | 19

 Court and Member, Governing Council, ICSI Sandip Shah, Head IFSC Department, GIFT City,
FROM THE PRESIDENT
– International ADR Centre on the occasion of and deliberate upon the future of compliance and
international Labour Day, I urge all the members to governance in the IFSCA.
reap maximum benefits from these initiatives.
The ICSI also signed two MOUs on the eastern
Coming to our second group – the students, the coast of the nation – the first one was signed with
Centralized online classes and Online Doubt IIM Sambalpur and the second one with Amity
Clearing Classes are playing their role to perfection University, Kolkata – our next-door neighbors with
in preparing the students for the upcoming June 2024 ICSI-CCGRT, Kolkata. Both these collaborations
session of examinations. To all the students, I would have been done with the intent of furthering,
like to say that, all we need is your wholehearted academic, professional and research initiatives;
commitment, and we are there to hand hold you at exploring new opportunities and taking governance
every step of the way…!!! to the next level. Also, I would like to extend
our heartiest appreciations towards Prof. (Dr) S.
Our efforts to enhance knowledge go beyond the in- Shanthakumar, Director, Gujarat National Law
house family to the extended families as well. The University & Director (I/C), Gujarat Maritime
last month was immensely significant on this front University for acceding to our requests and I am
as ICSI perfected the role of trainer for ICLS Officer hopeful that very soon we would be venturing into
Trainees of 2022 Batch who were acquainted with collaborative opportunities there as well.
various aspects of corporate laws, right in the capital
city of the country, at the ICSI Headquarters, New Cheers to exploring new grounds together !
Delhi.
PEEPING INTO THE FUTURE: GETTING READY FOR
The ICSI team, along with our experts made their
touch down at Gujarat gift city and imparted
WHAT’S NEXT
training to officers of all levels of the International While I am sure that your registrations have been
Financial Services Centre Authority (IFSCA). Both filled-in and hotel bookings done for the 25th National
these activities were well appreciated and applauded, Conference of Practising Company Secretaries, but
and for us, at ICSI, we basked in the glory of moving before that I am now excited to step on to another
a step towards our vision to be a global leader in new country – another new land and have thought
promoting good corporate governance. provoking deliberations at the 17th International
Professional Development Programme – 2024 at
MEETINGS AND COLLABORATIONS: SEEKING NEW Vietnam and Cambodia during 28th May and 4th
OPPORTUNITIES June, 2024. If the cultures of these countries share
Amongst all the matters and activities, at an commonalities with that of our nation, let's also
individual level, it is a matter of honour and gratitude join our hands together in aligning our governance
to be able to represent the fraternity and family in regimes.
front of dignitaries from various fields and areas of Friends, being a professional, irrespective of
activity. our areas of expertise, requires a lot much of
And when the dignitary is none other than the perseverance amongst the all-other long list of skills.
ultimate head of the family, the thrill and joy is And this characteristic becomes an inherent part of
beyond containment. It was indeed a kind gesture our character with constant optimism and hope. As
on the part of the Hon’ble Union Minister of Finance a professional myself, there’s a mantra I constantly
and Corporate Affairs, Smt. Nirmala Sitharaman, to live by and I leave that with you today as food for
have agreed to join us at an Interaction Programme thought,
organized jointly by the Bengaluru Chapters of ICSI `Xmh§ Ordm[_, Ah_me§go|&
and ICMAI.
While I live, I hope
Even though, the meeting was not a first for me
personally but the views held by her regarding the Happy reading !!!
profession and the expectations shared for the
professionals rendered the meeting par ecstatic. Our Yours Sincerely
heartiest gratitude to you ma’am.
In another meeting, during the Ahmedabad visit, it
was a matter of great pleasure to meet and greet Shri CS B. Narasimhan
Praveen Trivedi, Executive Director, IFSCA and Shri President, ICSI

20 | MAY 2024 CHARTERED SECRETARY

 THIS MONTH THAT YEAR
May-1980

May-1971

CHARTERED SECRETARY MAY 2024 | 21

 I NITIATIVES UNDERTAKEN DURING
RECENT INITIATIVES TAKEN BY ICSI

THE MONTH OF APRIL, 2024

MEETINGS WITH DIGNITARIES DURING THE MONTH Centres Authority, GIFT City, Gandhinagar, Gujrat. The
Training Programme was attended by approximately
OF APRIL 2024 60 IFSCA officials including Chief General Manager,
 Shri Praveen Trivedi, Executive Director, IFSCA General Manager, Deputy General Manager, Manager,
Assistant Manager, Assistant RoC, and Officials of NSE
 Prof. (Dr) S. Shanthakumar, Director, Gujarat IX. The faculties for various sessions were CS Amita
National Law University & Director (I/C), Gujarat Desai, CS and IP; CS Makarand Joshi, PCS; CS Kalidas
Maritime University Ramaswami, PCS; CS Manoj Rajaram Hurkat, PCS; CS
Chirag Bhupendrabhai Shah, PCS; and CA Ranganayiki
 Shri Sandip Shah, Head IFSC Department, GIFT City Rangachari, Practising Chartered Accountant.
ICSI PARTICIPATES IN THE CSIA GLOBAL ONE DAY PROGRAMME FOR ICLS OFFICERS
GOVERNANCE AWARDS IN MALAYSIA TRAINEES
The ICSI participated in the CSIA Global Governance The Indian Corporate Law Service Academy (ICLSA)
Awards, on April 23, 2024 in Kuala Lumpur, Malaysia, under Ministry of Corporate Affairs had communicated
to recognize the impact created by global Corporate to the ICSI regarding On-the-Job Training of Indian
Secretaries and Governance Professionals, in the area of Corporate Law Service (ICLS) Officer Trainees of 2022
Corporate Governance and Sustainability, last year. Batch (13th PCP) with various arms of the Ministry in the
As a founder member of the Corporate Secretaries National Capital Region. Accordingly, the ICSI organised
International Association (CSIA), the ICSI also One Day Programme for ICLS Officers Trainees at ICSI
participated in the CSIA Council Meeting held on April Headquarters, New Delhi on April 26, 2024. President,
22, 2024. ICSI; Vice President, ICSI and Secretary, ICSI and ICSI
Officials interacted with the Officers Trainees.
ICSI PARTICIPATES IN THE 28TH ANNUAL
ECSIN AMNESTY SCHEME, 2024
INTERNATIONAL CONFERENCE OF ICS IN KENYA
The Institute launched ECSIN Amnesty Scheme,
The ICSI participated in the 28 th Annual International 2024 from April 4, 2024 to April 18, 2024, with a view
Conference of the Institute of Certified Secretaries (ICS) to facilitate members involving genuine cases where
of Kenya, on 24-26 April 2024 in Mombasa. CS Ashish default has occurred w.r.t. ECSIN and the defaulting
Karodia, Council Member, the ICSI, and CS Rajesh members were willing to rectify the default relating
Tarpara, Council Member, the ICSI, represented the to ECSIN generation, rectification and revocation. All
ICSI and gave an overview of its global footprint at the ECSIN generated till April 18, 2024 were covered under
Conference. the Amnesty Scheme and total 111 members availed the
same.
25TH NATIONAL CONFERENCE OF PRACTISING
COMPANY SECRETARIES – REGISTRATIONS OPEN UDIN AMNESTY SCHEME, 2024
25th National Conference of Practising Company The UDIN Amnesty Scheme, 2024 was launched from
Secretaries is scheduled to be held on June 14-15, 2024 4 th April, 2024 to 18th April, 2024 to enable PCS to (i)
at Ayodhya, Uttar Pradesh. The Conference shall seek generate the UDINs missed earlier (ii) rectify the UDIN
to nurture Professionals and foster Professionalism details recorded at the time of generation (iii) revoke the
for the holistic development of the economy, thereby unused UDINs. All UDINs generated from 1st July, 2023
embodying wisdom, knowledge and understanding, till 18th April, 2024 were eligible under the Amnesty
urging Professionals to embrace mindfulness and Scheme. Total 556 members availed the scheme and 1907
resilience towards achieving Viksit Bharat. The same was UDINs were generated under Amnesty scheme.
announced at the 2 nd National Women’s Conference held
on 22 nd -23rd March, 2024 in Bengaluru. The registrations KYM (KNOW YOUR MEMBER) FORM LAUNCHED
have been made open for the event.
KYM (Know Your Member) Form was launched w.e.f. 1st
ICSI TRAINING PROGRAMME ON COMPANIES ACT, April, 2024 to collect more detailed information about
2013 FOR IFSCA OFFICIALS the members. This is in compliance of Regulation 6(4)
of The Company Secretaries Regulations, 1982. KYM
The ICSI conducted three days Training Programme on Form is required to be submitted every year prior to
Companies Act, 2013 for the officials of IFSCA during payment of annual membership fee. Members were
April 24-26, 2024 at International Financial Services facilitated through introduction of the option of making

22 | MAY 2024 CHARTERED SECRETARY

consolidated payment of annual membership fees for 3 years and 5 years w.e.f. 1st April, 2024. All the active/current

RECENT INITIATIVES TAKEN BY ICSI

members, within and outside India, can avail of this facility.

EXTENSION OF LAST DATE FOR OBTAINING MANDATORY CPE CREDITS FOR FY 2023-24
The Institute, in order to facilitate the members in fulfilling the mandatory requirement of CPE Credits, has extended
the last date for obtaining the mandatory CPE credits by the members for the year 2023-24 (April 1, 2023 to March 31,
2024) till May 31, 2024.

REPRESENTATIONS SUBMITTED
Date Purpose Authority
April 16, 2024 Comments of ICSI on draft IFSCA (Book-keeping, Accounting, IFSCA
Taxation and Financial Crime Compliance Services) Regulations, 2024
April 17, 2024 Request to recognize the qualification of Company Secretary for the Principal Secretary (Industries
position of Managing Director in State PSUs as notified by Kerala Department), Government
Public Enterprises Selection and Recruitment Board (KPESRB) Secretariat, Thiruvananthapuram
April 30, 2024 Delay in processing & disposal of Forms filed with Central Processing Dr. Manoj Govil, IAS Secretary
Centre: Issues and Challenges Ministry of Corporate Affairs

JOINT PROGRAMMES
Topic Organising entity ICSI’s Role Venue Date
Latest changes and Jurisprudence PHD Chamber of Knowledge Partner New Delhi April 5, 2024
under GST Commerce & Industry
SEBI Regulations – Recent PHD Chamber of Institutional Partner PHD House, New Delhi April 19, 2024
Developments, Open Issues & Way Commerce & Industry
Forward

FORMATION/RENEWAL OF ICSI STUDY CIRCLES  PMQ Course on Internal Audit

The ICSI has been promoting the Formation/Renewal of  PMQ Course on Arbitration
Study Circles for creating knowledge upgradation avenues  Certificate Course on POSH - Batch 7
through professional discussion and deliberation. Study
Circle formed/renewed in April 2024 for the FY 2024-25  Certificate Course on CCM – Batch 7
were as under:
ONLINE ASSESSMENT OF CERTIFICATE COURSES
Region Name of the Study Circle Formation/ Online Assessment of Certificate Course on CSR (Batch
Renewal 10) and Certificate Course on BRSR and ESG (Batch
EIRC Madhya Kolkata Study Circle of Renewal 2) was organized on April 19 and April 20, 2024 and
ICSI subsequent attempt was held on April 25, 2024. Around
NIRC Dwarka Study Circle of ICSI Renewal 450 candidates appeared in the online assessment.
NIRC New Udaan Bhawan (Corporate) Renewal
Study Circle of ICSI ANNOUNCEMENT OF CERTIFICATE COURSES
WIRC L&T (Corporate) Study Circle of Renewal The registration for new batches of Certificate Course
ICSI on Independent Director, FEMA, GST, and Corporate
Restructuring shall tentatively commence in last week of
COMMENCEMENT OF CERTIFICATE COURSES April.
The Institute introduced Certificate Course on POSH TRAINING PROGRAMMES FOR EMPANELMENT OF
(Batch 7) and Certificate Course on CCM (Batch 7) in the
current month. Around 350 members have registered for PEER REVIEWERS
these courses. Training Programme for empanelment of Peer Reviewers
was organized at Chennai on April 20, 2024. The
ONLINE CLASSES OF PMQ, CERTIFICATE AND participants will be empaneled as Peer Reviewer upon
CRASH COURSES completion of necessary formalities in this regard.
Online Classes for the following PMQ, Certificate and E-LEARNING FACILITY
Crash courses were organized:
The pre-requisites for enrollment to June 2024
 PMQ Course on Corporate Governance examination in the form of ODOP and Pre-Examination

CHARTERED SECRETARY MAY 2024 | 23

 test offered through ICSI Learning Management System (LMS). More than 1.6 Lakh students have generated their
RECENT INITIATIVES TAKEN BY ICSI
ODOP and Pre-Examination test so far using the ICSI Learning Management System (LMS).

PLACEMENT OPPORTUNITIES FOR COMPANY SECRETARIES

The ICSI stands committed to help all the associated companies and availing the services extended by the cell to
conduct their recruitment drives for the position of Company Secretary/ CS Trainee in a time bound, hassle-free and
mutually beneficial manner, and to help the members and students in getting the right placement offer. The Institute
receives requests from various offices of the Government/ PSUs/ Banks/ Corporates regarding the positions of Company
Secretary/ CS Trainee from time to time and resumes of eligible Members and Students are sent to them.
During the month, following placement opportunities were posted on the Placement Portal:

S.
ORGANIZATION LOCATION DESIGNATION
No.
1 Central Processing Centre Manesar CPC Executives
2 Central Registration Centre Manesar CSC Executives
3 Central Registration Centre Manesar CRC Executive
4 RD (WR), ROC – Mumbai Mumbai Young Professionals
5. RD (WR), ROC - Pune Pune Young Professionals
6. KIOCL Limited Bengaluru Consultant (CS)
7 K-Ride Limited Bengaluru Company Secretary
8 NBPPL - NTPC Bhel Power Projects Private Limited Delhi, Noida Company Secretary
9 Office of DGOCA, RD (NR), ROC New Delhi Young Professionals
10 Office of DGOCA, RD(NR), ROC Chandigarh Young Professionals
11 PowerGrid Infrastructure Investment Trust New Delhi Company Secretary
12 Shipping Corporation of India Land & Assets Ltd. Mumbai Secretarial Officer
13 The Shipping Corporation of India Limited Mumbai Secretarial Officer
14 Altruist Fostering Services Limited Across India Company Secretary
15 Aryaman Financial Services Limited Mumbai Associate CS
16 Aurum Capital Projects Limited Lucknow Company Secretary
17 Axxelent Pharma Science Private Limited Chennai Company Secretary
18 Bizsolindia Services Private Limited Pune Sr. Associate CS
19 Blue Ocean Beverages Private Limited Bengaluru Company Secretary
20 CL Educate Limited New Delhi Asst. CS
21 Clyde Bergemann India Private Limited New Delhi Company Secretary
22 Crop Life Science Limited Vadodara Company Secretary
23 Decimal Point Analytics Private Limited Mumbai Company Secretary
24 Ebizfiling India Private Limited Ahmedabad Compliance Manager
25 Equippp Social Impact Technologies Limited Hyderabad Asst. CS
26 Esteem Projects Private Limited Noida Company Secretary
27 Euro Solar Power Private Limited Ahmedabad Company Secretary
28 Fanidhar Mega Food Park Private Limited Ahmedabad Company Secretary
29 Fast Track Finsec Private Limited New Delhi Associate Manager
30 Futuristic Solutions Limited New Delhi CS & Comp. Officer
31 Grover Zampa Vineyards Limited Bengaluru Company Secretary
32 Guiltfree Industries Limited Kolkata Company Secretary
33 Hindusthan Mercantile Limited Kolkata Company Secretary
34 Hughes And Hughes Chem Limited New Delhi Asst. CS
35 IBC Knowledge Park Private Limited Bengaluru Company Secretary
36 Indigenesis Consulting Private Limited New Delhi Asst. CS
37 Jedux Parenteral Private Limited Barabanki Compliance Officer
38 KCL Infra Projects Limited Indore CS & Comp. Officer
39 Kesar Terminals & Infrastructure Limited Mumbai Company Secretary

24 | MAY 2024 CHARTERED SECRETARY

 RECENT INITIATIVES TAKEN BY ICSI
40 KJS Concrete Private Limited New Delhi Company Secretary
41 Loharuka Infrastructure Private Limited Kolkata Company Secretary
42 Magenta Finance Services Private Limited New Delhi Company Secretary
43 Mahaveer Finance India Limited Chennai Asst. CS
44 Mahima Investment Advisory Private Limited Kolkata Asst. CS
45 Nexdigm Private Limited Mumbai Company Secretary
46 Obsessed Realtech Private Limited Surat Company Secretary
47 Orion Resolution & Turnaround Private Limited Mumbai Company Secretary
48 Pyramid Infratech Private Limited Gurgaon Company Secretary
49 Quadrant Future Tek Limited Mohali Asst. CS
50 Rhea Healthcare Private Limited Bengaluru Asst. CS
51 Sagar Wines Marketeers Private Limited Mumbai Company Secretary
52 Same Deutz Fahr India Private Limited Vellore Company Secretary
53 SAS Partners Corporate Advisors Private Limited Bengaluru Associate CS
54 Shipping Corporation of India Land & Assets Ltd. Mumbai Secretarial Officer
55 Strata Property Management Private Limited Bengaluru Company Secretary
56 SVK Finvalue Advisors Private Limited Ahmedabad Company Secretary
57 Tamilnad Mercantile Bank Tuticorin Company Secretary
58 Trust Investment Advisors Private Limited Mumbai Company Secretary
59 Tulip Compression Private Limited New Delhi Company Secretary
60 Turnaround Corporate Advisors Private Limited New Delhi Company Secretary
61 Universal Cables Limited Satna Company Secretary
62 VMS Industries Limited Ahmedabad Company Secretary
63 Wealth Cafe Business Advisors Private Limited Mumbai Compliance Manager
64 Worldwide Diamond Manufacturers Pvt. Ltd. Visakhapatnam Company Secretary
65 Yash Innoventures Limited Ahmedabad Company Secretary
For more details, kindly visit ICSI Placement Portal - https://placement.icsi.edu

STATUS OF REGISTRATIONS AND POSTINGS AT THE PLACEMENT PORTAL

(As on April 29, 2024)

Registered Users Total no. of Vacancies

Members Students Corporates Jobs / Trainings
18,980 26,440 6,256 12,537

ICSI-SECTION 8 COMPANIES
ICSI INSTITUTE OF INSOLVENCY PROFESSIONALS
 WORKSHOPS

Date Subject Speaker(s) YouTube link

April 15, 2024 Decoding the Position of MSME(s) under Mr. Manish Paliwal, IP and ht t p s ://w w w.y o u t u b e . c o m /
IBC Advocate watch?v=WLUydsJ_QzA
Ms. Divya Somani, IP and CA
ht t p s ://w w w.y o u t u b e . c o m /
watch?v=e1P9jVj6_TM
April 22, 2024 IBC’s Evolving Landscape: A Look at the Mr. Siva Rama Prasad Puvvala, ht t p s ://w w w.y o u t u b e . c o m /
Landmark Supreme Court Judgements IP, CS and CMA watch?v=j8eBie_Tkbg
https://youtu.be/SsdgdpIbBOA
April 27, 2024 Practical Intricacies under Insolvency Mr. Vinit Nagar, IP & CS ht t p s ://w w w.y o u t u b e . c o m /
Resolution and Bankruptcy Process watch?v=bmA7XF-j5V0
for Personal Guarantors to Corporate Mr. Devvart Rana, IP &
Debtors Advocate

CHARTERED SECRETARY MAY 2024 | 25

  Webinars
RECENT INITIATIVES TAKEN BY ICSI

Date Subject Speaker(s) YouTube link

April Navigating the IBC: Claims Mr. Nilesh Sharma, IP, CA www.youtube.com/watch?v=SckxzwOloeE
06, 2024 Handling, Information & Advocate
Memorandum and Resolution Plan Mr. Anil Kohli, IP & CA
April Anatomy of IBC Case Laws - 16 Mr. Ajay Kumar Jain, w w w .y o u t u b e . c o m / w a t c h ? v =T r A e E Q 1
12, 2024 Advocate and IP NmYA&t=5s
April Code of Conduct for IP’s Ms. Harmeet Kaur, IP www.youtube.com/watch?v=XcZHuG6ctO8
13, 2024
April Treatment of PF and Gratuity Mr. Partha Kamal Sen, IP www.youtube.com/watch?v=1Su8aDUvX_8
30, 2024 Dues under IBC & CS

ICSI REGISTERED VALUERS ORGANISATION

Activity Topics / Title Date Faculty
Full Day Seminar on Understanding valuation within the April 06, CA Kaushik Raj
Navigating Valuation framework of Companies Act and the path to 2024
Essentials and Processes becoming a Valuer
(Joint Programme with ICSI - Exploring various Valuation Approaches and CS K. Chandra Sekhar
Bengaluru Chapter) their Prerequisites
Panel Discussion on “Valuation Insights” CS B Rajeswara Rao
Mr. Arun Rathnam
Mr. Arockia Durairaj R
CS Shilpa Kiran
50 Hours Course on Valuation Valuation of Securities/ Financial Assets April 22-28, Dr. Ajay Garg
of Securities/ Financial Assets 2024
Mr. Chaitanya jee Srivastava
(Online)
CS Harish Chander Dhamija
CS K. Chandra Sekhar
CS Kanishk Arora
CMA Murali Raman
CS Preeti Garg
CS Rajesh Mittal
CA Raveesh Chaudhary
CS Sandeep Kothari
CA Sumit Dhadda
CA Tarun Mahajan
Continuing Professional Binomial Option Pricing Model April 23, CMA Murali Raman
Education (CPE) Programme 2024

ICSI-CCGRTs The program boasted distinguished line-up of

faculties hailing from various domains, including
ICSI-CCGRT NAVI MUMBAI CS B. Renganathan, PCS; CS Devendra Deshpande,
PCS and former President, the ICSI; CS Anshul Jain,
 19th RCLDP and 87th RMSOP from 28th March 2024 to Reliance Industries; CS Atul Juvle, General Counsel
12th April 2024 & CS, Schindler India Private Limited; CS (CA) R.
Ranganayaki, PCA, and many more.
The 19th RCLDP and 87th RMSOP, was conducted
at CCGRT, Navi Mumbai from 28th March 2024 to The valedictory ceremony was marked by the
12th April 2024. This program assembled thirty-one esteemed presence of CS Kalpana Srinivasan.
participants from diverse regions across the country  20th RCLDP from April 19- May 04, 2024
and CS Ajay Agarwal, Senior Executive Vice President-
Legal & Secretarial at HDFC Bank Ltd., honored the The 20 th RCLDP is being conducted from 19th April
inaugural session as the Chief Guest. 2024 which will be concluding on 4 th May 2024. This

26 | MAY 2024 CHARTERED SECRETARY

 program has assembled thirty participants from diverse tests of respective group/s. Further, students registered

RECENT INITIATIVES TAKEN BY ICSI

regions across the country, fostering a rich and immersive for these classes will also be given free access to online
learning environment. With active participation doubt clearing classes conducted by the Institute.
expected from professionals spanning various industries,
the program promises to offer a dynamic and enriching  ONLINE DOUBT CLEARING CLASSES FOR
experience for all attendees. In addition to informative THE STUDENTS APPEARING IN JUNE 2024
technical sessions, the agenda also encompasses EXAMINATION
hands-on workshops and industrial visits, ensuring ICSI is conducting online doubt clearing classes for
a comprehensive approach to skill enhancement and the students from Ist week of May 2024. The online
knowledge acquisition. CS Amita Saxena, Practicing classes are being conducted for the students appearing
Company Secretary graced the inaugural ceremony as in June 2024 examination, however other students of
the Chief Guest, imparting valuable insights throughout the Institute can also join the classes. Classes are being
the program. conducted for Executive and Professional Programme
for all subjects. The classes are being taken by renowned
 Seminar on “Critical Aspects of Board Report, BRSR &
and distinguished faculties with enriched teaching
ESG” on 20th April 2024
experience. The students can submit their queries
A seminar on “Critical Aspects of Board Report, through Google link which will be sent to them after
BRSR & ESG” was hosted on April 20, 2024, featuring registration. They can also interact live with the faculties
distinguished speaker CS Manoj Sonawala, Chairman, through the chat box during the classes. Students are
Manoyog GRC Advisors Pvt. Ltd., and CS Chandrashekar required to register at the following link to attend the
Chincholkar, Director- Corporate Advisory Customized classes: https://tinyurl.com/2kae3hmj
Energy Solution. The event drew the participation of
more than fifty professionals. The first session laid  VIDEO ON “CAREER AS A COMPANY SECRETARY”
emphasis on “Critical Aspects of Board Reporting,” and LAUNCHED TO CREATE AWARENESS ABOUT CS
the subsequent session was focused on “Board Strategy PROFESSION
for ESG & Corporate Sustainability - Critical Aspects of The ICSI has released a video for the benefit of its
BRSR.” students which briefly covers information about the
Institute, CS in Employment, CS in Practice, enhanced
INITIATIVES FOR EMPLOYEES role of a CS and stages of CS Course. This short video
encapsulates significant role that the ICSI and its
WEBINAR ON “GUARD YOUR LIVER” BY DR. Professional Members have been playing to promote
REDDY’S FOUNDATION honesty and transparency in the corporate world apart
from laying foundations and strengthening corporate
A webinar was organized on the occasion of World Liver
governance framework in the country. It highlights the
Day on April 26, 2024 on the topic “Guard Your Liver” by
recognition that Company Secretaries have received
Dr Reddy’s Foundation for the benefit of ICSI employees
as conscience keeper in the corporate world and traces
and pensioners. All employees/veterans participated in
journey of Company Secretary professionals from being
the webinar presented by Dr. Sagar. P. Kabadi, Consultant
Compliance Officers to Governance Professionals.
General Surgeon, Laparoscopic Surgeon, Proctologist.
As a prelude and an essential part of Career Awareness
“ACADEMIC SERIES”: AN IN-HOUSE INITIATIVE OF ICSI Programmes (CAP) conducted by the ICSI, the video
The Institute has undertaken a new initiative titled as explains the stages in which CS examination is
“Academic Series” introduced for the benefit of professionals conducted along with the syllabus and the eligibility
employed with the ICSI, wherein, every week one of requirements thereof (like information on CSEET,
the employees will make a presentation on any topic of ODOP, CS Executive Programme, EDP, Practica l
professional interest with a dual objective of sharing Training, CS Professional Programme, and
knowledge on a particular subject as well as to enhance their CLDP).
soft skills.
FACILITATION AND RELAXATION
INITIATIVES FOR STUDENTS
 Successful configuration of June 2024 Enrolment
ACADEMIC GUIDANCE Setup for Executive & Professional New Syllabus
(2022), Executive & Professional Old Syllabus 2017
 CENTRALIZED FREE ONLINE CLASSES FOR
EXECUTIVE AND PROFESSIONAL PROGRAMME The first exam for the Professional New Syllabus (2022)
will take place in June 2024. Consequently, the system
ICSI introduced free online Centralized classes for the has been successfully configured to enrol students
students of Executive and Professional Programme for June 2024 session of examination. Subsequently
(New Syllabus) from December 01, 2023 onwards. These Enrolment Setup has also been activated for Executive
Classes are conducted free of cost for the students. The Old (2017) & New Syllabus (2022) & Professional Old
classes are being conducted for the students eligible to Syllabus (2017) students.
appear in June 2024 examination and the duration of
the classes will be 4-5 months. Students registered for Enrollment Announcement too has been hosted at
these classes upto February 15, 2024 will be eligible to website and Communication via Bulk Mail sent to
get exemption from pre-exam test subject to clearing of students for enrolling June 2024 Session of Examination.

CHARTERED SECRETARY MAY 2024 | 27

  Re-opening of Online Enrollment Window for  Wards of all personnel of Indian Army, Indian Air
RECENT INITIATIVES TAKEN BY ICSI
submission of CS Examination form for June 2024 Force, Indian Navy and all para military forces
session (including wards of defence personnel who have
The Last date for submission of Examination form for taken retirement under short service commission).
CS Executive/ Professional Program June 2024 Session  Candidates who are inducted as “Agniveer” under
Examinations scheduled during June 02-10, 2024 was AGNEEPATH Scheme of the Government of India
March 25, 2024 without late fees and April 09, 2024 with after completing four years under the Scheme (upon
late fees. submission of documentary evidence for the same).
With a view to facilitate students who could not submit  ACTIVATION OF SWITCHOVER OPTION
the examination form and were desirous of appearing ALONG WITH PRE-EXAMINATION FEE FOR
in the said Examinations, it was decided to re-open the PROFESSIONAL PROGRAMME OLD SYLLABUS
online enrolment window from 4.00 PM on April 17, (2017) STUDENTS
2024 till 23:59 hrs. on April 19, 2024.
The Institute has notified that candidate who have
 Activation of change facility for Professional Elective registered under the CS Professional old syllabus
for June 2024 session (2017) can switch over to CS Professional new syllabus
After submitting the enrolment form, the Institute (2022) comprising 7 papers. Accordingly, the portal for
received numerous requests to modify the elective switchover from old syllabus (2017) to New Syllabus
subject. To facilitate these students, the Institute decided (2022) along with Pre-Examination Fee has been
to accommodate change request for elective subject with activated for Professional Programme Students w.e.f.,
the requisite change fee as per the schedule placed below: November 20, 2023.
 TRANSCRIPTS & EDUCATION VERIFICATION
Change of elective subject April 10, 2024 to May 01, 2024
Up to 16:00 Hours It has been observed that on completion of Course the
professionals are also applying for Foreign Courses /
 DEDICATED HELPLINE NUMBER FOR STUDENT degrees /or immigration based on CS Qualification.
QUERIES During the month, 18 Transcripts were issued.
The ICSI has introduced a dedicated helpline number Likewise, on request of the employer/PSU/government
to handle queries related to Student Registration, Post authorities and other Education verifier agencies, 03
Registration, Class Room Teaching and Enrolment. Education Verification requests of CS students were
Students can contact at 0120-4082170 (From Monday to processed.
Friday 9.30 A.M. to 5.30 P.M.).
 REGISTRATION FOR CLASSES BY REGIONAL/
 NEW EXAMINATION CENTRE FOR JUNE 2024 CHAPTER OFFICES AT THE TIME OF EXECUTIVE
SESSION OF EXAMINATION PROGRAMME REGISTRATION
A New Examination Centre has been opened at Institute has facilitated Executive Programme students to
ASANSOL (West Bengal; Centre Code : 113) on ad- register directly for the Executive Programme classes at
hoc basis for Company Secretaries Examination (June- the time of Executive registration. Executive Programme
2024 session). Accordingly, candidates can opt for the students can now register directly for the Executive
new Examination Centre while enrolling for Company Programme classes conducted by the Regional/Chapter
Secretaries June, 2024 Examination Offices at the time of Executive Programme registration.
This will help the students to join classes at their nearest
 ICSI WAIVER/ CONCESSION SCHEME FOR INDIAN Regional/chapter Office.
ARMED FORCES, PARAMILITARY FORCES,
AGNIVEERS AND FAMILIES OF MARTYRS  PAPER WISE EXEMPTION ON THE BASIS OF
HIGHER QUALIFICATIONS
The Institute in alignment with the various initiatives
of Govt. of India has launched ICSI Waiver/ Concession The Institute has decided that the students enrolling into
scheme for Indian armed forces, paramilitary forces, the Company Secretary Course under New Syllabus,
Agniveers and families of Martyrs. Under the scheme, 2022 shall be eligible for paper-wise exemption (s)
100% concession will be given to the following categories based on the higher qualifications acquired by them.
in full Fee payable at the time of Registration in CS Accordingly, necessary announcement including
Executive programme. While all other fees, including process of claiming paper-wise exemption has been
those for trainings be applicable in full as per their shared for information to all concerned: h t t p s : / /
respective category: w w w.icsi.edu/media/webmodu les/ATTENTION_
STUDENTS_RECIPROCAL _EXEMPTION_NEW_
 Wards and widows of martyrs (who have died during SYLLABUS_2022_Updated.pdf
service; either during battle casualty or due to any
other reason) of Indian Army, Indian Air Force,  PROFESSIONAL PROGRAMME PASS CERTIFICATE
Indian Navy and all para-military forces. OF ICSI IN DIGILOCKER
 In Service/ Retired personnel of Indian Army, The Institute decided to issue Professional Programme
Indian Air Force, Indian Navy and all para military Pass Certificate online via DIGILOCKER. The same
forces (including defence personnel who have taken initiative was Launched at 50th National Convention
retirement under short service commission). of ICSI at Kolkata with the support of the National

28 | MAY 2024 CHARTERED SECRETARY

 e-Governance Division (NeGD), Ministry of Electronics resolution is provided on issues/grievances of trainees

RECENT INITIATIVES TAKEN BY ICSI

and Information Technology (MeitY), Govt of India. The and trainers.
students who passed on or after June 2021 Session of The purpose of the Samadhan Diwas is to facilitate the
Examination can download Professional Pass Certificate stakeholders to resolve their queries on the spot. In the
from DIGI Locker. Announcement and Communication Samadhan Diwas students get opportunity to present
via Bulk Mail has been sent to students for extracting their cases and directly interact with the ICSI officials.
their Professional Pass Certificate for June 2023 Session
of Examinations.  TRAINING OPPORTUNITIES
 REAL TIME GUIDANCE FOR STUDENTS During the month, following training opportunities
were posted on the Placement Portal:
The Institute has prepared Frequently Asked Questions
(FAQs) on the queries received from Stakeholders / S. ORGANIZATION LOCATION LEVEL
Students to give more clarity on the issues and real time No.
guidance. The FAQs are hosted on website at: 1 Aryaman Financial Mumbai Professional
 FAQ for Executive Switchover https://www. Services Limited Pass
icsi.edu/media/webmodules/Executive_FAQ _ 2 Asian Paints Limited Mumbai Professional
SW_23022023.pdf; https://www.icsi.edu/media/ Pass
webmodules/Declaration_to_cater_switchover_ 3 Barak Valley Cements New Delhi Professional
Request _of _execut ive _& _ professiona l _old _ Limited Pass
ysllabus_students.pdf 4 CL Educate Limited New Delhi Executive Pass
 FAQ for Professional Switchover to New 5 Corporate Professionals New Delhi Professional
Syllabus: h t t p s : / / w w w . i c s i . e d u / m e d i a / Capital Private Limited Pass
webmodules/Executive_FAQ_SW_23022023.pdf 6 Crest Ventures Limited Mumbai Executive Pass
7 Crystal Crop Protection New Delhi Professional
TRAINING SUPPORT Limited Pass
 COMPULSORY SWITCHOVER TO NEW TRAINING 8 Equippp Social Impact Hyderabad Executive Pass
STRUCTURE EXTENDED UPTO MARCH 31, 2024 Technologies Limited
9 Indo-Mim Limited Bengaluru Executive Pass
The Compulsory Switchover of trainings from Earlier/
10 Innovators Facade Mumbai Executive Pass
Modified Training Structures to the New Training
Systems Limited
Structure (2020) has become effective from 01.04.2024
vide Circular dated 01.04.2024. The students belonging 11 Intas Pharmaceuticals Ahmedabad Executive Pass
to the earlier/modified training structure are taking Limited
compulsory switchover to take benefit of the training 12 Jagsonpal Gurgaon Professional
exemptions as provided under it. Pharmaceuticals Limited Pass
13 Kinexin Convention New Delhi Professional
 CORPORATE LEADERSHIP DEVELOPMENT Management Pvt. Ltd. Pass
PROGRAMME (CLDP) THROUGH WEBINAR MODE
14 Mahaveer Finance India Chennai Professional
As the Content of 15 days CLDP (Online Mode- through Limited Pass
LMS Portal) is under revision, it was decided that 15 15 Max Healthcare Gurgaon Professional
days Online CLDP (through LMS Portal) would be Institute Limited Pass
temporarily discontinued from 01.04.2024 and in its 16 Morgan Stanley Mumbai Professional
place 15 days Online CLDP through Webinar Mode Advantage Services Pvt. Pass
was introduced w.e.f. 01.04.2024. 15 days Online CLDP Ltd.
through Webinar Mode shall be conducted by the 17 MSTC Limited Kolkata Executive Pass
Institute’s Regional Offices.
18 Nagreeka Exports Kolkata Executive Pass
Once the CLDP content is updated on LMS Platform, Limited
both the Online (through LMS Portal) and Webinar 19 O(1) India Private Bengaluru Professional
Mode options (for 15 Days Online CLDP) would be Limited Pass
available to the eligible students. 20 Orchid Pharma Limited Gurgaon Professional
 LAUNCH OF NEW TRAINING GUIDELINES 2024 Pass
21 Rail Vikas Nigam New Delhi Professional
The Institute launched its Student Training Limited Pass
Guidelines 2024 during Yuvotsav-2024 (National
22 Sanaatan Info-Infra Chandigarh Executive Pass
Conference of Student Company Secretaries) on
Technologies Limited
January 11-12, 2024. The Guidelines are available at:
ICSIStudentTainingGuidelines15012024.pdf 23 Sushri Tradecom Kolkata Professional
Private Limited Pass
 ICSI SAMADHAN DIWAS 24 Synopsys (India) Private Bengaluru Executive Pass
ICSI successfully conducted the 42 Samadhan Diwas,
nd Limited
on Wednesday, April 10, 2024. Samadhan Diwas is a 25 Transline Technologies New Delhi Executive Pass
unique initiative of the ICSI wherein “on-the-spot” Limited

CHARTERED SECRETARY MAY 2024 | 29

 registration fees for the Executive Programme. For
RECENT INITIATIVES TAKEN BY ICSI
26 Vishal Fabrics Limited Ahmedabad Executive Pass
27 Vivriti Capital Private Chennai Professional more details, please click https://www.icsi.edu/media/
Limited Pass webmodules/granting_exemption_230621.pdf
28 Vridhi Finserv Home Bengaluru Professional  CSEET Reading Material to be provided mandatorily
Finance Limited Pass to all students
29 Windsor Machines Ahmedabad Executive Pass The Institute has decided that the CSEET Guide – I
Limited and CSEET Guide – II will be sent to all the students
For more details, kindly visit ICSI Placement Portal - registering for CSEET by post, for which `500 will be
https://placement.icsi.edu taken at the time of registration from the students
registering for CSEET in addition to `1000 (CSEET
COMPANY SECRETARY EXECUTIVE ENTRANCE Registration fee).
TEST (CSEET)  CSEET Reference Reading Material (I and II) for all
students at the time of CSEET registration on optional
During the month, following initiatives were taken for the basis
CSEET students:
CSEET Reference Reading Material (I and II) will be
 CSEET (May 2024 session) provided optionally to all the students at the time of
May 2024 session of CSEET is scheduled to be held on CSEET registration. Students are required to remit
May 04, 2024. Last date for registration for CSEET is `1000 in addition to `1500. The same is available at:
April 15, 2024. https://www.icsi.edu/reference-reading-material/
 Centralized free online Classes of CSEET – May KNOWLEDGE UPGRADATION
Session
 Student Company Secretary and CSEET Communique
ICSI introduced free online Centralized classes for the
students of CSEET from December 16, 2023 onwards. The Student Company Secretary e-journal for Executive/
These Classes are being conducted free of cost for the Professional Programme students of ICSI and CSEET
students. The classes for May 2024 Session of CSEET has Communique covering the latest update on the subject
commenced from 18th April 2024. on the CSEET have been released for the month of
March, 2024. The journals are available on the Academic
 CSEET classes (May 2024 session) corner of the Institute’s website at the link: https://www.
CSEET Classes are being conducted by Regional/ icsi.edu/e-journals/
Chapter Offices for the students appearing in CSEET to  Research Tab under Academic Portal for students
be held in May 2024. Details of Regional/Chapter offices
conducting classes are available at: A new research tab has been added under the Academic
Portal to sensitize the students on emerging issues
h t t p s : // w w w . i c s i . e d u / m e d i a / w e b m o d u l e s /
through research based academic outputs. The Research
websiteClassroom.pdf
Tab can be accessed at https://www.icsi.edu/student-n/
 Registration for CSEET Classes at the time of CSEET academic-portal/research-corner/.
Registration
 Recorded Video Lectures
CSEET students can now register directly for the CSEET
classes conducted by the Regional/Chapter Offices at the ICSI has been recording video lectures of eminent
time of CSEET registration. This will help the students to faculties for the students of ICSI which help them to
join classes hassle free at their nearest location. prepare for the examination. Students of the Institute can
access recorded videos available on the E-learning
Link to register https://smash.icsi.edu/Scripts/CSEET/ platform by logging in to https://elearning.icsi.in
Instructions_CSEET.aspx
Login credentials are sent to all registered students at
 Exemption to Graduates and Post Graduates from email. After successful login, go to “My courses” or “My
appearing in CSEET and enabling them to take direct Communities” section, where you can find the recorded
admission in CS Executive Programme videos and other contents.
The Institute has decided to grant exemption to the  Info Capsule
following categories of students from appearing in
CSEET enabling them to take direct admission in CS A Daily update for members and students, covering latest
Executive Programme. amendment on various laws for benefits of members &
students available at https://www.icsi.edu/infocapsule/
Graduates (having minimum 50% marks) or Post
Graduates (without any criteria of minimum % of ACADEMIC COLLABORATIONS
marks) in any discipline of any recognized University or
any other Institution in India or abroad recognized as During the month, MOU under the ICSI Academic Connect
equivalent thereto by the Council. initiative was signed with the following institution:
To get exemption from CSEET on the basis of above April 23, 2024 WIRC Punyashlok Solapur (MH)
qualification, such students shall be required to pay Ahilyadevi Holkar
applicable exemption fees along with the requisite University

30 | MAY 2024 CHARTERED SECRETARY

CAREER AWARENESS

RECENT INITIATIVES TAKEN BY ICSI

16 NIRC Mira Model School April New Delhi
23, 2024
 Career Awareness Programmes in Army Public
Schools across the country 17 NIRC Army Public School April Gurdaspur
23, 2024
ICSI through the support of Ministry of Defence is
18 NIRC Sri Sri Academy April Hyderabad
conducting extensive Career Awareness Programmes
Hyderabad 23, 2024
in various Army public Schools in the country to
sensitize the students, parents and teachers about the CS 19 NIRC Suresh Gyan Vihar April Jaipur
Profession. University 24, 2024
 Career awareness programmes , Career Fairs being 20 WIRC Oriental University April Indore
conducted across the country by ICSI-HQ and 25, 2024
Regional Chapter offices 21 NIRC DAV Public School April Jasola Vihar,
25, 2024 Delhi
ICSI-HQ and Regional/Chapter offices are conducting
Career awareness programmes and Career Fairs across 22 EIRC Gandhi Institute April 27, Rayagarh,
the country on regular basis to create awareness of Engineering & 2024 Odisha
regarding CS Profession amongst the prospective Technology University
students. 23 NIRC Bhupindra April Patiala
International Public 30, 2024
ICSI-HQ organised and conducted following Career
School
Fairs and Career Awareness Programmes in the month
of April 2024 in addition to the other programmes being
conducted by RC/Chapter offices across the country. Career Fairs
S.
Career Awareness Programmes Event Name Date of Event Venue
No.
S. Region Name Date Venue Amity International Pushp Vihar,
No. 1
School
April 06, 2024
New Delhi
1 NIRC BML Munjal April Gurgaon
Collegedunia
University 03, 2024 April 20-21, Pragati
2 Career Carnival
2 EIRC Kendriya Vidyalaya April Santragachi 2024 Maidan, Delhi
2024
05, 2024
3 SIRC Silver Oaks April 10, Hyderabad DIGITAL ICSI
International School 2024
Following initiatives were undertaken during the month
4 EIRC Birla Global April Bhubaneswar towards digitizing ICSI processes :
University (BGU) 12, 2024
5 EIRC Arka Jain University April Jamshedpur  Implementation of “CS Connect” Mobile App under
12, 2024 Android and iOS platforms.
6 SIRC Alagappa University April Madurai  Implementation of new Event Management portal for the
12, 2024 events of HQ. The use of this module will be extended to
ROs/CCGRTs/Chapters in future.
7 SIRC Arumugam Pillai April Madurai
Seethai Ammal 12, 2024  Implementation of online facility for:
College
 Mandatory KYM Form filing during Renewal and
8 NIRC Punjabi University April 15, Patiala Restoration of membership as per decision of the
2024 Council.
9 EIRC Kendriya Vidyalaya April 16, Tarakeswar
2024  Advance Fee payment for 3 years and 5 years at the
time of Renewal of Membership as per decision of
10 WIRC Army Public School April 16, Ahmedabad the Council.
2024
11 WIRC Amity University April 18, Raipur  Registration of Reporting Entity as per PMLA
Raipur 2024 guidelines.
12 WIRC Army Public School April 19, Saugor  Switchover of Students from Earlier and Modified
2024 Training Structure to New Training Structure.
13 NIRC DAV Public School April 19, Ludhiana  Examination enrollment of students under
2024 Professional New Syllabus 2022.
14 NIRC CSJMU, Kanpur April 19, Kanpur
2024  To accept fees for changing Optional Subject.
15 NIRC Invertis University April 19, Bareilly  For optional switchover from old syllabus 2017 into
2024 new syllabus 2022.

CHARTERED SECRETARY MAY 2024 | 31

Interview

CS Mahesh Kumar Agarwal

Company Secretary and Compliance Officer, GAIL (India) Limited.

CS Mahesh Kumar Agarwal, is a commerce graduate from

St. Xavier’s College, Kolkata. He is a qualified Company
Secretary, Chartered Accountant and also a Cost &
Management Accountant. He has an excellent track record
in academics.
CS Agarwal joined GAIL in the year 2000 as a Management
Trainee and began his career at GAIL’s largest Petrochemical
plant at Pata. He has been also the President & Secretary
Cum Treasurer of GAIL’s wholly owned Subsidiary – GAIL
GLOBAL (USA) Inc. (GGUI) at Houston, Texas, USA.

32 | MAY 2024 CHARTERED SECRETARY

Interview GAIL has been working to overcome these challenges
by diversifying its portfolio, investing in renewable
energy sources, and promoting responsible energy
consumption. GAIL’s journey has been marked by a focus
With a vision to “Be the leader in natural gas value- on sustainability, innovation, and growth. The company
chain and beyond, with global presence, creating value has been investing in advanced technologies, such as fuel
for stakeholders with environmental responsibility”, cell technology, green hydrogen, compressed bio-gas to
how is your company striving towards sustainability? transform India’s energy landscape towards cleaner and
more reliable sources. GAIL has also been promoting
GAIL (India) Limited is actively striving towards responsible energy consumption and harnessing
sustainability by focusing on various initiatives and renewable energy sources to achieve its vision of Net Zero
practices. The company’s commitment to sustainability 2040.
is evident through its efforts in environmental, social,
and governance aspects. GAIL fosters a culture of ethics What change are you as a Company Secretary
and trust, emphasizing the highest ethical standards in witnessing in the reporting environment and its
conducting business. The company’s governance practices impact on doing business ?
have led to operational excellence and consistent returns The reporting environment has been witnessing
for shareholders. significant changes, particularly in the context of
climate-related disclosures for investors. These changes
GAIL follows comprehensive reporting standards like
have a notable impact on how business is conducted. The
Global Reporting Initiative (GRI) and the Sustainability
focus on climate change as a material factor affecting
Accounting Standards Board (SASB) & Dow Jones
businesses has led to a heightened emphasis on disclosing
Sustainability Indices (DJSI) and complies with various
environmental impacts and climate risks in strategic
sustainability requirements, showcasing its dedication
reports. Companies, including GAIL, are now obligated
to transparency and accountability. Moreover, GAIL
to include factual statements in their strategic reports
has been recognized for its sustainability efforts,
regarding climate risk, board evaluations of climate
including being featured at COP26 and winning awards
change impacts, and the company’s operations on long-
like the “Sustainably Growing Corporation of the
term climate conditions. ESG rating including changes
Year”.
therein is required to be reported to Stock Exchanges.
The company actively engages in Corporate Social The reporting environment’s evolution towards more
Responsibility (CSR) initiatives, spending on various comprehensive disclosures on environmental matters,
initiatives including environmental initiatives, benefiting including climate change, reflects a growing awareness of
a large number of individuals. GAIL’s stakeholder the importance of sustainability and responsible business
engagement and materiality assessment processes conduct. This shift necessitates companies to provide
demonstrate its commitment to creating long-term value detailed information on their business environment,
for all stakeholders. By leveraging advanced technologies, principal risks, uncertainties, and the impact of their
investing in renewable energy sources, and promoting operations on the environment. The Financial Reporting
responsible energy consumption, GAIL aims to achieve Council’s guidance on the Strategic Report serves as
its vision of Net Zero 2040 and contribute to a cleaner a best practice statement, ensuring compliance with
and greener environment. disclosure requirements and promoting transparency in
reporting practices.
Petroleum and Natural Gas sector has been a key role
player in the Indian Economy. How would you describe Company Secretaries play a crucial role in ESG initiatives
its major achievements and challenges ? How has your by ensuring compliance, facilitating ESG integration
Journey been like ? into strategies, monitoring performance, and enhancing
transparency through reporting and stakeholder
The Petroleum and Natural Gas sector has played a engagement.
significant role in the Indian economy, contributing to
the country’s energy security and economic growth. The What is your take on imbibing ESG in all aspects of
sector has achieved substantial milestones, including business operations and functioning?
expanding the gas pipeline network, increasing LNG Incorporating Environmental, Social, and Governance
regasification capacity, and promoting the use of natural (ESG) principles into all aspects of business operations
gas as a cleaner fuel. GAIL, India’s leading natural gas and functioning is essential for creating long-term value
company, has been at the forefront of these developments, and sustainability. ESG encompasses environmental,
operating a pipeline network of over 16,240 km and social, and governance factors that are interconnected
commanding 65% market share in gas transmission. and impact how a company operates and interacts with
its stakeholders.
However, the sector also faces challenges, such as
ensuring adequate gas supply, managing price volatility,  Environmental criteria focus on energy consumption,
and promoting the use of natural gas in a price-sensitive waste management, resource usage, carbon
market. emissions, and climate change impacts.

CHARTERED SECRETARY MAY 2024 | 33

 Social criteria involve relationships with communities, The Act emphasizes on corporate social responsibility,
labor practices, diversity, and inclusion. independent directorships, and enhanced disclosures has
not only elevated the standards of corporate behavior but
 Governance pertains to internal practices, controls, also contributed to building investor confidence. The Act
decision-making processes, compliance with laws, also focuses on promoting corporate democracy, which
and meeting stakeholder needs. catapults company secretaries from their present role to
By embracing ESG, companies can enhance their that of key managerial personnel, thereby enhancing their
reputation, attract socially responsible investors, mitigate responsibilities and significance in the corporate sector.
risks, and create a more sustainable business model that The Act not only modernized regulations but also fostered
benefits all stakeholders. a culture of transparency, accountability and sustainable
How impactful has Corporate Social Responsibility business practices. It promotes responsible decision
been in transforming the environmental and social making and strengthen regulatory monitoring. It has
habitat in the country? laid the ground work for more resilient and responsible
corporate sector.
Corporate Social Responsibility (CSR) has been impactful
in transforming the environmental and social habitat in Digital transformation is the modern day mandate.
the country to some extent, but there is still room for What has been its impact on the natural gas sector in
improvement. CSR initiatives have played a significant particular ?
role in wildlife conservation and habitat restoration in Digital transformation has had a profound impact on the
India, with companies contributing to environmental natural gas sector, revolutionizing traditional processes
protection measures and sustainable development goals. and operations. By leveraging digital technologies like IoT,
However, the environment sector receives only a small AI, big data analytics, and cloud computing, the natural
portion, usually less than 10% of the available allocation gas industry has experienced significant improvements in
of CSR funds, which primarily go towards education, efficiency, safety, and environmental performance.
sanitation, and health. This skewed distribution of
funds indicates a need for strategic alignment of One key impact of digital transformation in the natural
CSR funds to meet India’s sustainability goals, with a gas sector is the optimization of critical equipment
focus on environmental conservation and restoration. through remote sensors, cloud connectivity, and IoT.
CSR initiatives have also contributed to sustainable This allows for real-time monitoring and tracking
development goals, such as providing equal educational of equipment maintenance, enhancing operational
opportunities, healthcare and family welfare programs, efficiency and reducing downtime. Additionally, the use
and infrastructure development. Companies have of AI-driven analytics has enabled better understanding
also undertaken afforestation projects, tree planting, of customer needs and preferences, leading to improved
and lake restoration, demonstrating a commitment to customer value and experience. Furthermore, digital
environmental conservation. transformation has facilitated performance forecasting,
improved oil recovery, decreased loss of hydrocarbons
GAIL believes in responding to the needs of the people, through theft and leakage, and enhanced asset security
benefitting communities and protecting the environment in the natural gas sector. Technologies like robotics
that will ultimately determine the continued sustainable and automation have been instrumental in enhancing
progress of the Company. GAIL actively contributes safety and efficiency, particularly in tasks like drilling,
for charity and sponsorship programs. In FY 2022- inspection, and maintenance in remote or risky
23, GAIL has incurred CSR expenditure 2.18% against environments. Incorporating renewable energy sources
the mandated 2% towards achieving its CSR objectives as part of digital transformation efforts in the natural gas
through implementation of meaningful & sustainable sector has also been beneficial, allowing for decreased
CSR programmers. environmental impact and improved energy efficiency.
A decade of Companies Act, 2013 and rules made Overall, digital transformation in the natural gas sector
thereunder – how significant has been the shift from has brought about a paradigm shift, driving innovation,
the 1956 Act in shaping and re-shaping the governance efficiency, and cost-effectiveness. It has enabled the
culture of the India Inc. ? industry to adapt to changing market dynamics, enhance
The commemoration of the 10 years of the Companies operational processes, improve customer experiences,
Act, 2013 (the Act) marks a decade of transformative and align with sustainability goals through the integration
changes in India’s corporate governance landscape. The of advanced technologies and data-driven solutions.
Act enacted with the aim of enhancing transparency, Technology is impacting not only the ways in which
accountability, and investor protection, introduced a businesses are done but also how they are governed.
plethora of progressive provisions that modernized the What according to you have been some of the key
functioning of businesses. Over the past decade, it has influences of the same on corporate governance?
fostered the growth of socially responsible business
practices, streamlined corporate reporting, and Technology has significantly influenced corporate
strengthened mechanisms for shareholder participation. governance, transforming the ways in which businesses

34 | MAY 2024 CHARTERED SECRETARY

are managed and governed. The integration of Global Reporting Initiative (GRI) and the Sustainability
technology in corporate governance has led to increased Accounting Standards Board (SASB), enabling Indian
efficiency, enhanced decision-making, and improved companies to demonstrate their commitment to
risk management. One of the most significant impacts international sustainability best practices and attract
of technology on corporate governance is the increased global investors.
use of data analytics and artificial intelligence. These
technologies enable boards and management to make Good Corporate Governance is necessary for business
evidence-based decisions, rather than relying on intuition longevity and sustainability. What are your views -
or anecdotal evidence. By analyzing large amounts of specifically in terms of Public sector Enterprises?
data, boards can gain insights into critical issues, such
as customer preferences, market trends, and operational Public Sector Enterprises are majority-owned by the
performance. This, in turn, enables them to make more Union or State Governments and have been set up to
informed decisions, improve strategic planning, and primarily provide industrial and regional development.
enhance overall governance. The principles of corporate governance in PSEs involve
ensuring transparency, accountability, and ethical
Another key impact of technology on corporate governance behavior, with a focus on accomplishing strategic
is the increased use of digital tools for communication and objectives and goals as per the expectations, aspirations,
collaboration. These tools enable boards and management and desires of shareholders and other stakeholders.
to communicate more effectively, share information more Compliance with statutory and regulatory obligations
efficiently, and collaborate more closely. This, in turn, for improved performance is also crucial. Additionally,
enables them to make better decisions, respond more PSEs should commit to survival, growth, and overall
quickly to changing circumstances, and improve overall development, endeavor for high returns on investments,
governance. Technology has also played a key role in and uphold tenets of business ethics, transparency,
improving risk management in corporate governance. By fairness, and accountability and the same cannot be
using digital tools for risk assessment and management, achieved without following good corporate governance
boards and management can identify potential risks practices PSEs are torch bearer of good corporate
more effectively, monitor risks more closely, and respond governance.
more quickly to emerging risks. This, in turn, enables
them to reduce the likelihood of negative events, such Viksit Bharat @2047 is a shared agenda – What role
as data breaches, regulatory violations, or financial can corporates and Company Secretary professionals
losses. play in achieving these milestones?

BRSR Compliance is a relatively new area for Corporates and Company Secretary professionals
Governance Professionals. How do you see them plays a significant role in achieving these milestones by
undertaking this activity? adopting and promoting good corporate governance
practices, ensuring transparency, accountability, and
As per SEBI LODR Regulations, 2015, BRSR reporting is ethical behavior. This includes ensuring compliance
mandatory for the top 1,000 listed companies by market with statutory and regulatory obligations for
capitalization in India. However, other companies can improved performance, committing to survival,
voluntarily submit their BRSR report as it enhances growth, and overall development, and upholding
their overall market value, particularly when seeking tenets of business ethics, transparency, fairness, and
to raise funds. BRSR reporting benefit companies by accountability.
enhancing their reputation, improving their relationship
with stakeholders, identifying potential risks and Company Secretary professionals contributes by
opportunities, and promoting sustainable practices ensuring that their organizations are aware of and
and policies. BRSR reporting invloves engagement adhere to the principles of corporate governance,
with stakeholders, conducting assessments of social, engaging with stakeholders, conducting assessments
environmental, and economic impacts, and implementing of their social, environmental, and economic impacts,
sustainable practices and policies. BRSR reporting and implementing sustainable practices and policies.
intertwines financial performance with ESG disclosures, By doing so, they helps to promote responsible business
as companies are required to publish their BRSR report conduct, enhance transparency, and improve overall
alongside their annual report. This alignment of financial governance.
and non-financial disclosures presents a transparent
representation of a company’s business and promotes Furthermore, Corporates and Company Secretary
responsible business practices and transparency in professionals can contribute to the Viksit Bharat @2047
disclosing non-financial information. vision by participating in initiatives like the “Viksit
Bharat Abhiyan” and sharing their ideas on how to make
BRSR reporting enhances transparency and accountability India a developed nation by 2047. This can include ideas
among listed companies in India, making it easier for for economic growth, social progress, environmental
investors and stakeholders to evaluate a company’s sustainability, and good governance, as well as suggestions
commitment to responsible business conduct. It also for how to address challenges and opportunities in these
aligns with global ESG reporting standards, such as the areas.

CHARTERED SECRETARY MAY 2024 | 35

 Jointly offers

Corporate and
Securities Markets
Compliances
(Executive Program)
Students enrolled for ICSI Executive program including the students
who enrolled through CSEET Route are also Eligible to apply

One Year Full Time Residential Program at,

NISM Patalganga Campus, Near Navi Mumbai

About CSMC (Executive Program)

CSMC (Executive Program) is a one-year residential program that provides students with exposure to a wide range of subjects covered in
the CS executive program. In addition, the program includes added subjects related to listed issuers and securities market compliances
such as an Overview of securities markets, Issuer compliances, Intermediaries Compliances, Derivatives, and corporate governance.
The curriculum is carefully crafted and benchmarked with the best and contemporary texts. The program also includes application-
based teaching pedagogy and industry internship that serves as a strong foundation for further grooming and growth into various career
paths in the corporate/ financial/ securities markets compliance role. CSMC students are positioned to take up a wide range of roles and
responsibilities of compliance professionals with the listed companies, market infrastructure institutions, and intermediaries.

For Whom?
The CSMC (Executive Program) is an ideal platform for those who are passionate about corporate and securities market compliances,
and aspire to gain in-depth knowledge and build a long-term career in these areas. This program is suited for people having passion for
compliance roles with listed companies and securities market intermediaries. Over the course of one year, students will immerse
themselves in the program and develop their knowledge and skills in taking compliances.
Any student enrolled for CS Executive including students who enrolled through CSEET Route are also eligible to apply.

Benefits of Program
CSMC -Executive Program can lead the successful participants to the following careers pathways:
• Listed Companies: Role as a compliance professional who may work in the department handling compliances.
• Market Infrastructure Institutions: Role as a compliance professional with Market Infrastructure Institutions including Stock Exchanges,
Commodity Exchanges, Clearing Corporations and Depositories etc.
• Intermediaries: Role as a compliance professional with the primary and secondary market intermediaries.
The objective of NISM for designing a program of this kind is “to create a cadre of compliance professionals”.

[email protected] | +91-82680 02412 | 0120-4522000 | www.nism.ac.in |www.icsi.edu

36 | MAY 2024 CHARTERED SECRETARY

 Admission Process
Eligibility Criteria Selection Criteria
l) Student must be enrolled in the CS (Executive) program Selection to the Program will be through an online entrance
(Offered by ICSI) test and online interview.

How to apply? Candidates qualified in the entrance test and online interviews
1. New user need to click on https://apply.nism.ac.in/csmc-executive-form will be offered admission. For Information regarding online
2. Upon successful registration, you will receive User ID and Password entrance test and online interview, candidates can refer to
on the registered mobile number and Email ID. Frequently Asked Questions (FAQs) available on
3. After registration you can Log-in and fill in the application form and www.nism.ac.in/academics or www.icsi.edu/home/icsi-nism/
pay the application fee of Rs 500/- online.

Important Dates:

Start Date for Application Last Date for Application Commencement of Program

March 05, 2024 May 31, 2024 July 30, 2024

NATIONAL INSTITUTE OF SECURITIES MARKETS THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

REGISTERED OFFICE ICSI OFFICE
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Board Line: +91-22-41738822 (9.30 AM to 5.00 PM ; Lunch Time 1.00 PM to 1.30 PM)

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Board Line: +91-22-66735100/01 www.icsi.edu/home/

[email protected] | +91-82680 02412 | 0120-4522000 | www.nism.ac.in |www.icsi.edu

CHARTERED SECRETARY MAY 2024 | 37

 meet their own needs. In India, with its vast population
AT A GLANCE
Articles P - 45 and diverse ecosystems, sustainable development is
imperative for addressing socio-economic challenges,
Articles Part - I
reducing inequality, and safeguarding environmental
ESG and BRSR : Steering Board’s health. By integrating environmental, social, and
46 governance (ESG) considerations into their operations,
Responsibility Towards Sustainable Indian businesses can drive positive social impact,
Governance mitigate environmental degradation, and create value
CS Rakesh Chandra Sharma, FCS over the long term.

n recent years, Environmental, Social, and Governance

I (ESG) criteria have emerged as pivotal factors in the

operational and strategic frameworks of corporations
worldwide. As these criteria increasingly influence
Infusing Impact Leadership
Among ESG Professionals - Need
75

investment decisions, regulatory landscapes, public of the Hour

expectations, the boards of directors find themselves at
the helm, navigating the complex waters of sustainability. Katie Cook, CS Dr. Sudheendhra Putty, FCS
India’s introduction of the Business Responsibility and
Sustainability Report (BRSR) further reinforces the role n the business landscape of today, even the most
of Boards in promoting responsible business practices.
I seasoned organizations, adept in embedding ESG
(Environmental, Social, and Governance) values
within their culture, are grappling with the increasingly
BRSR : A Broad Overview 52 intricate and ever-shifting terrain of ESG norms. Facing
CS Aditya Mathur, FCS a convergence of forces—from investment communities
to consumer groups, from internal stakeholders to
he importance of Environmental and Social

T Governance and BRSR is gaining momentum for the

board leaders in today’s business environment. There
is a continuous requirement for a shift in focus of businesses
regulatory bodies—companies that once sidestepped
formal ESG strategies are now yielding to intensified
demands.
from “Profit, Profit, Profit” to “Profit, People and Planet”.
Unlocking ESG Potential - BRSR 79
Viksit Bharat Going Global: 65 as a Key Reporting Framework
Paradigm Shift in Landscape of in India
ESG & BRSR and Changing Role of
Company Secretaries CS Aanchal Mundhra, ACS
CS K S Parameswara Kumar, ACS, nvironmental, Social, and Governance (ESG)
Dr. Nabanita Ghosh
iksit Bharat, a Governmental initiative of
E disclosure platforms play a crucial role in helping
companies report their sustainability efforts and

V restructuring India into a redefined nation with

bounties, diversities, abilities, and agilities. Need
of the hour is to strengthen the “Modi Kavach of social
performance to investors, stakeholders, and the public.
These platforms provide standardized frameworks
and metrics for ESG reporting, making it easier for
organizations to communicate their ESG initiatives.
justice” which emphasizes on the development of stress-
free, poverty free facilities for admi all around. The paper
also focussed on the need of the implementation of the
Overview of the ESG Disclosure
strategic ESG (Environmental, Social and Governance) 87
framework in the newly self -reliant digitized platform Landscape: IFRS & BRSR
with varied structural changes by tapping the potential of
the vibrant Company Secretaries. CS Shujath Bin Ali, FCS, K.S. Aravind,
Meghna Mishra
Corporate Governance and 71 oday’s society is actively advocating for cleaner,
Sustainable Development in India –
An ESG Perspective
T safer, and more sustainable practices, with
governments, investors, and consumers pushing
for greater accountability and responsibility. This shift
Jyothi G H has prompted the development of various sustainability
reporting standards, leading to the issuance of the
ustainable development emphasizes the responsible

S use of resources to meet present needs without

compromising the ability of future generations to
Sustainable Disclosure Standards by the International
Financial Reporting Standard (IFRS) in 2023. India is
constantly making strides in ESG standards and policy

38 | MAY 2024 CHARTERED SECRETARY

implementation, exemplified by the introduction of the

AT A GLANCE
Business Responsibility and Sustainability Report (BRSR). Legal World P-115
This article explores the key features of the Sustainability
Disclosure Standards and its impact on India. ¡ LMJ 05:05:2024 So far exercising of power
for rectification within its field there could be
no doubt the Court as referred under Section
155 read with Section 2(11) and Section 10, it is
Unlocking the Power of ESG 93 the Company Court alone which has exclusive
Integration: A Roadmap for jurisdiction. [SC ]
Sustainable Growth
¡ LW 33:05:2024 Therefore, it can be safely concluded
CS Yashi Garg, ACS that the respondents have failed to adequately prove
the fact that the insured-deceased had fraudulently
rganizations are compelled to engage with suppressed the information about the existing

O stakeholders holistically and surpass regulatory

compliances in terms of business measures and
reporting, as the disclosures are predicated on a range
policies with other insurance companies while
entering into the insurance contracts with the
respondents herein in the present case. Therefore,
the repudiation of the policy was without any basis or
of ESG parameters. The reporting framework’s objective
justification. [SC]
is to give stakeholders recognizable comparators across
businesses based on a range of widely accepted ESG ¡ LW 34:05:2024 The judgment of the two-judge Bench
metrics. of this Court, which interfered with the judgment of
the Division Bench of the High Court, has resulted
in a miscarriage of justice. The Division Bench
Articles Part - II applied the correct test in holding that the arbitral
award suffered from the vice of perversity and patent
Estimating the Burn Rate in 100 illegality.[SC]
Start-Up Environment and a
¡ LW 35:05:2024 The fact that the maximum cap
Study of Burnout Cost in Recently of Rs.25 lakhs would be applicable as a one-time
Listed Companies measure and not on each subsequent increase in
the share capital of a company is fortified directly
CS R L N Sundar Kumar, ACS by the Maharashtra Stamp (Amendment) Act,
2015 which amended the charging section for
n the startup context, they are expected to generate Articles of Association i.e., Article 10 of the Stamp

I revenue and profits post-gestation period. The

formula for calculating burnout cost involves
segregating operating and non-operating expenses
¡
Act. [SC]

LW 36:05:2024 The respondent no.3, having stated on

27.12.1972, that his date of birth was 27.12.1948, cannot
to understand the costs associated with business be permitted to raise the claim of his date of birth being
operations. 12.03.1955, that too on 14.08.1982, i.e., almost after a
decade (counting from 27.12.1972 to 14.08.1982).[SC]
Research Corner P-107 ¡ LW 37:05:2024 Given that the impugned agreement is
between an enterprise and an end consumer, the same
is not covered within the ambit of Section 3(4) of the
‘Credit Audit’ of Banks with Act.[CCI]
108
Emphasis on ‘High Carbon
Intensity’ Project Finance ¡ LW 38:05:2024 Based on facts and circumstances
of the present matter, the Commission observes that
no agreement has been shown to exist between the
Sunil Dasari Opposite Parties that may be held to be anti-competitive
in terms of the provisions of Section 3(4) of the Act.
inancial Institutions including Banks in India have

F initiated a re-evaluation of loans directed towards

Carbon-intensive Sectors in response to mounting
pressure from Global Investors to Mitigate Transition
[CCI]

From The Government P-123

Risks and sustain Worldwide Environmental, Social,
and Governance (ESG) Criteria. Despite the Nation ¡ Extension of timeline for Public Comments on CDCL
Ranking as the World’s Third-largest Emitter (following Report & Draft Bill on Digital Competition Law
China and the US, as per Statista), Local Regulations ¡ Notice by Registrar for removal of names of a Limited
concerning ESG disclosures are still at an early stage, Liability Partnership from the Register [Pursuant to
with a mandatory disclosure System for Banks presently Section 75 of the LLP Act, 2008 and sub-rule (1)(b) read
in the Consultation Phase. with Sub- Rule (2) of Rule 37 of LLP Rules, 2009]

CHARTERED SECRETARY MAY 2024 | 39

AT A GLANCE
¡ In the matter of 9 Limited Liability Partnerships (List ¡ Master Circular – Deendayal Antyodaya Yojana - National
enclosed as Annexure I) and The Limited Liability Rural Livelihoods Mission (DAY-NRLM)
Partnership Act, 2008 and Rules made thereunder ¡ Master Circular - Credit facilities to Scheduled Castes
¡ In the matter of striking off ofLLP under Section 75 of the (SCs) & Scheduled Tribes (STs)
LLP Act, 2008 read with Rule 37 of the LLP Rules, 2009 ¡ Key Facts Statement (KFS) for Loans & Advances
¡ Nomination for Mutual Fund Unit Holders – exemption ¡ Hedging of Gold Price Risk in Overseas Markets
for jointly held folios
¡ CIMS Project Implementation - Submission of Statutory
¡ Ease of doing business- Fund manager for Mutual fund
Returns (Form A, Form VIII and Form IX) on CIMS Portal
schemes investing in commodities and overseas securities
¡ Alteration in the name of "Sonali Bank Limited" to "Sonali
¡ Relaxation in requirement of intimation of changes in the
Bank PLC" in the Second Schedule to the Reserve Bank of
terms of Private Placement Memorandum of Alternative
India Act, 1934
Investment Funds through Merchant Banker
¡ Exclusion of “Kapol Co-operative Bank Limited” from the
¡ Framework for Category I and II Alternative Investment
Second Schedule to the Reserve Bank of India Act, 1934
Funds (AIFs) to create encumbrance on their holding of
equity of investee companies ¡ Master Circular - Income Recognition, Asset Classification,
Provisioning and Other Related Matters - UCBs
¡ Flexibility to Alternative Investment Funds (AIFs) and
their investors to deal with unliquidated investments of ¡ Master Circular - Prudential norms on Income
their schemes Recognition, Asset Classification and Provisioning
pertaining to Advances
¡ Ease of Doing Business: Text on Contract Note with
respect to Fit and Proper status of shareholders ¡ Master Circular – Housing Finance
¡ Cross Margin benefits for offsetting positions having ¡ Master Circular - Housing Finance for UCBs
different expiry dates ¡ Master Circular - Prudential Norms on Capital Adequacy
¡ Circular on Standardization of the Private Placement - Primary (Urban) Co-operative Banks (UCBs)
Memorandum (PPM) Audit Report ¡ Master Direction on Counterfeit Notes, 2024 – Detection,
¡ Entities allowed to use e-KYC Aadhaar Authentication Reporting and Monitoring
services of UIDAI in Securities Market as sub-KUA ¡ Master Circular – Basel III Capital Regulations
¡ Guidance Note on Operational Risk Management and ¡ Master Circular on Conduct of Government Business by
Operational Resilience Agency Banks - Payment of Agency Commission
¡ Fair Practices Code for Lenders – Charging of Interest ¡ Master Circular - Disbursement of Government Pension
¡ Implementation of Section 51A of UAPA,1967: Updates by Agency Banks
to UNSC’s 1267/ 1989 ISIL (Da'esh) & Al-Qaida Sanctions ¡ Master Circular on SHG-Bank Linkage Programme
List: Amendments in 01 Entry
¡ Master Direction on Penal Provisions in reporting of
¡ Voluntary transition of Small Finance Banks to Universal transactions / balances at Currency Chests
Banks
¡ Master Circular - Guarantees, Co-Acceptances & Letters
¡ Limits for investment in debt and sale of Credit Default of Credit - UCBs
Swaps by Foreign Portfolio Investors (FPIs)
¡ Master Direction on Framework of incentives for Currency
¡ Foreign Exchange Management (Foreign Currency Distribution & Exchange Scheme for bank branches
Accounts by a person resident in India) (Amendment) including currency chests
Regulations, 2024
¡ Master Direction – Scheme of Penalties for bank branches
¡ Foreign Exchange Management (Mode of Payment and and Currency Chests for deficiency in rendering customer
Reporting of Non-Debt Instruments) (Amendment) service to the members of public
Regulations, 2024
¡ Master Circular - Guarantees and Co-acceptances
¡ Alteration in the name of "AB Bank Limited" to "AB Bank
¡ Master Circular – Lead Bank Scheme
PLC" in the Second Schedule to the Reserve Bank of India
Act, 1934 ¡ Master Circular on Board of Directors - UCBs
¡ Unauthorised foreign exchange transactions
¡ Master Circular - Bank Finance to Non-Banking Financial Other Highlights P-143
Companies (NBFCs)
¡ Master Direction – Reserve Bank of India (Asset v NEWS FROM THE INSTITUTE
Reconstruction Companies) Directions, 2024
v GST CORNER
¡ Formation of new district in the State of Assam –
Assignment of Lead Bank Responsibility v ETHICS IN PROFESSION
¡ Implementation of Section 12A of the Weapons of Mass v CG CORNER
Destruction and their Delivery Systems (Prohibition v ESG CORNER
of Unlawful Activities) Act, 2005: Designated List
(Amendments) v GIST OF ROC & RD ADJUDICATION ORDERS

40 | MAY 2024 CHARTERED SECRETARY

 Call for Articles for publication
Call For in Chartered Secretary
ARTICLES Journal – June 2024
PCS: Pursuing Excellence
If the vision of the Institute of Company Secretaries of India is “to be a global leader in promoting good corporate
governance”, the success of the same needs solid backing by way of achievement of the mission “to develop high
calibre professionals facilitating good corporate governance”.

Company Secretary – whether in employment or in practice are catering to different areas of governance and
strengthening the corporate arena from within as well as through their guidance, checks and balances.

Company Secretary in practice are revered both for their independence that they bring to the table and the
expertise that is portrayed in varied areas of activity.

If the date of 15 June in 1988 is reminisced for the recognition accorded to PCS to certify annual returns – the
years, thereafter, have witnessed the PCS gaining further ground, fling open new doors of opportunity and don
various hats, all redefining the profession time and again.

The celebration of PCS Day in commemoration of the first recognition is a moment to look back on the
achievements made as well as to look forward to strengthen both the profession as well as governance together.
In view of the same, we are pleased to inform you that the June 2024 issue of Chartered Secretary Journal
will be devoted to the theme PCS: Pursuing Excellence covering inter alia the following aspects:

 Shaping audit culture – Role of auditing standards

 CS as Arbitrators – moving to the judicial side

 CS in MSMEs – Catalysing corporate governance at all levels

 Embracing technology – Issues, challenges and recourses

 Secretarial Audit : Strengthening governance from outside

 CS – Opportunities under Maritime Laws

 Handholding startups - reducing untimely closures and debacles

And many more…

Members and other readers desirous of contributing articles may send the same latest by Saturday,
May 25, 2024 at [email protected] for June 2024 issue of Chartered Secretary Journal.

The length of the article should ordinarily be between 2,500 - 4,000 words. However, a longer article can
also be considered if the topic of discussion so demands. The articles should be forwarded in MS-Word
format.

All the articles are subject to plagiarism check and will be blind screened. Direct reproduction or copying from
other sources is to be strictly avoided. Proper references are to be given in the article either as a footnote or at
the end. The rights for selection/rejection of the article will vest with the institute without assigning any reason.

Regards,
Team ICSI

CHARTERED SECRETARY MAY 2024 | 41

42 | MAY 2024 CHARTERED SECRETARY
 TENTATIVE CALENDAR OF PROGRAMMES
FOR THE YEAR 2024-25
S. No. Event Region Tentative Date

1. 2nd National Women’s Conference Bengaluru March 22-23, 2024

2. Startup Conclave New Delhi May, 2024

3. 25th National Conference of Ayodhya June 14-15, 2024

Practising Company Secretaries

4. PCS Day & Week Celebration RCs & Chapters June 17-23, 2024

5. Capital Markets Week HQ + other June 28 – July 4,

locations 2024

6. GST Day RCs & Chapters July 1, 2024

7. National NCLT & NCLAT Conclave Various July, 2024

locations

8. 5th National Conference of Kolkata July 19-20, 2024

Corporate CS

9. 56th ICSI Foundation Day of the New Delhi October 4, 2024

ICSI

10. 52nd National Convention of Mumbai November

Company Secretaries 21-23, 2024

11. 24th National Awards for Excellence Bengaluru December 20, 2024
in Corporate Governance

12. Yuvotsav, 2025 Ahmedabad January 12, 2025

CHARTERED SECRETARY MAY 2024 | 43

 Articles in Chartered Secretary
Guidelines for Authors
1. Articles on subjects of interest to the profession of company secretaries are published in the Journal.
2. The article must be original contribution of the author.
3. The article must be an exclusive contribution for the Journal.
4. The article must not have been published elsewhere, and must not have been or must not be sent
elsewhere for publication, in the same or substantially the same form.
5. The article should ordinarily have 2500 to 4000 words. A longer article may be considered if the subject so
warrants.
6. The article must carry the name(s) of the author(s) on the title page only and nowhere else.
7. The articles go through blind review and are assessed on the parameters such as (a) relevance and
usefulness of the article (from the point of view of company secretaries), (b) organization of the article
(structuring, sequencing, construction, flow, etc.), (c) depth of the discussion, (d) persuasive strength
of the article (idea/ argument/articulation), (e) does the article say something new and is it thought
provoking, and (f) adequacy of reference, source acknowledgement and bibliography, etc.
8. The copyright of the articles, if published in the Journal, shall vest with the Institute.
9. The Institute/the Editor of the Journal has the sole discretion to accept/reject an article for publication in
the Journal or to publish it with modification and editing, as it considers appropriate.
10. The article shall be accompanied by a summary in 150 words and mailed to [email protected]
11. The article shall be accompanied by a ‘Declaration-cum-Undertaking’ from the author(s) as under:

Declaration-cum-Undertaking
1. I, Shri/Ms./Dr./Professor........................... declare that I have read and understood the Guidelines for Authors.
2. I affirm that:
a. the article titled”............” is my original contribution and no portion of it has been adopted from any
other source;
b. this article is an exclusive contribution for Chartered Secretary and has not been/nor would be sent
elsewhere for publication; and
c. the copyright in respect of this article, if published in Chartered Secretary, shall vest with the Institute.
d. the views expressed in this article are not necessarily those of the Institute or the Editor of the
Journal.
3. I undertake that I:
a. comply with the guidelines for authors,
b. shall abide by the decision of the Institute, i.e., whether this article will be published and/or will be
published with modification/editing.
c. shall be liable for any breach of this ‘Declaration-cum-Undertaking’.
Signature

44 | MAY 2024 CHARTERED SECRETARY

 ARTICLES
1
Articles Part - I
¡ ESG AND BRSR : STEERING BOARD’S RESPONSIBILITY TOWARDS SUSTAINABLE GOVERNANCE
¡ BRSR : A BROAD OVERVIEW
¡ VIKSIT BHARAT GOING GLOBAL: PARADIGM SHIFT IN LANDSCAPE OF ESG & BRSR AND CHANGING ROLE OF
COMPANY SECRETARIES
¡ CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT IN INDIA – AN ESG PERSPECTIVE
¡ INFUSING IMPACT LEADERSHIP AMONG ESG PROFESSIONALS - NEED OF THE HOUR
¡ UNLOCKING ESG POTENTIAL-BRSR AS A KEY REPORTING FRAMEWORK IN INDIA
¡ OVERVIEW OF THE ESG DISCLOSURE LANDSCAPE: IFRS & BRSR
¡ UNLOCKING THE POWER OF ESG INTEGRATION: A ROADMAP FOR SUSTAINABLE GROWTH
Articles Part - II
¡ ESTIMATING THE BURN RATE IN START-UP ENVIRONMENT AND A STUDY OF BURNOUT COST IN RECENTLY
LISTED COMPANIES

CHARTERED SECRETARY MAY 2024 | 45

 Articles Part - I

ESG and BRSR : Steering Board’s Responsibility

ARTICLE

Towards Sustainable Governance

ESG refers to the three central factors in measuring the sustainability and ethical impact of an
investment in a company. These criteria help investors assess potential risks and growth
opportunities beyond traditional financial metrics.“E” - Environmental criteria consider how a
company safeguards the environment?,“S”- Social criteria examine how it manages relationships
with employees, suppliers, customers, and the communities where it operates?,“G”- Governance
deals with a company’s leadership, executive pay, audits, internal controls, and shareholder rights.
BRSR is an enhancement of the Business Responsibility Report (BRR), introduced by the Securities
and Exchange Board of India (SEBI). It mandates the top 1000 listed companies by market
capitalization to disclose their performance against a comprehensive set of sustainability
parameters.

“E” - Environmental criteria consider how a company

safeguards the environment?
“S”- Social criteria examine how it manages relationships
with employees, suppliers, customers, and the
communities where it operates?
“G”- Governance deals with a company’s leadership,
executive pay, audits, internal controls, and shareholder
rights.
CS Rakesh Chandra Sharma, FCS BRSR is an enhancement of the Business Responsibility
ESG Professional, Deputy General Manager, Report (BRR), introduced by the Securities and
BSES Yamuna Power Limited, New Delhi Exchange Board of India (SEBI). It mandates the top
[email protected] 1000 listed companies by market capitalization to
disclose their performance against a comprehensive set
of sustainability parameters. The BRSR aims to bring
INTRODUCTION

I
greater transparency, encouraging companies to engage
more meaningfully on issues related to sustainable
n recent years, Environmental, Social, and development.
Governance (ESG) criteria have emerged as pivotal
factors in the operational and strategic frameworks
of corporations worldwide. As these criteria
REQUIREMENTS AS PER THE LAW IN
increasingly influence investment decisions, INDIA
regulatory landscapes, public expectations, the Boards
of Directors find themselves at the helm, navigating the The relevant legal provisions and statutory framework
complex waters of sustainability. India’s introduction of applicable to the queries raised under SEBI (Listing
the Business Responsibility and Sustainability Report Obligations & Disclosure Requirements) Regulations,
(BRSR) further reinforces the role of Boards in promoting 2015, the Companies Act, 2013 and National
responsible business practices. Guidelines for Responsible Business Conduct
(NGRBC) issued by the Ministry of Corporate
This article delves into the implications of ESG and BRSR Affairs.
on Board responsibilities and outlines that - How can
1. Applicability of BRSR – for Listed Entities:
company’s Board effectively spearhead the transition
Regulation 34(2)(f) of SEBI (Listing Obligations &
towards sustainability? Let’s explore this question by
Disclosure Requirements) Regulations, 2015: From
examining the following key considerations:
the financial year 2022-23, filing of the BRSR shall be
mandatory for the top 1000 listed entities based on
UNDERSTANDING ESG AND BRSR market capitalization and shall replace the existing
ESG refers to the three central factors in measuring the BRR.
sustainability and ethical impact of an investment in a Below are some explicit ESG-related provisions
company. These criteria help investors assess potential applicable to all Indian corporates, regardless of their
risks and growth opportunities beyond traditional size, classification, business type, turnover or public-
financial metrics. private status:

46 | MAY 2024 CHARTERED SECRETARY

 ESG and BRSR : Steering Board’s Responsibility Towards Sustainable Governance

ARTICLE
2. Article 48A and Fundamental Duties (Article 7.1. Section 135 read with Schedule VII - Corporate
51-A(g)): Article 48A and Fundamental Duties, Social Responsibility (CSR): This section mandates
as outlined in Article 51-A(g) of the Indian certain classes of companies to spend a portion of
Constitution, underscore the paramount importance their profits on CSR activities. Schedule VII provides
of environmental protection, in alignment with a list of activities that can be included in the CSR
the foundational principles of ESG, particularly its policy of companies. Among these activities are
environmental facet. While compliance with these those related to environmental sustainability, which
provisions are not legally mandated, companies align with the environmental aspect of ESG. By
are encouraged to embrace them voluntarily as encouraging companies to invest in activities such
responsible corporate citizens. as environmental sustainability, the law indirectly
3. National Guidelines for Responsible Business promotes ESG principles.
Conduct (NGRBC) issued by the Ministry
7.2. Section 149(8) read with Schedule IV - Duties of
of Corporate Affairs: The NGRBC provide
comprehensive guidance to companies, directing Independent Directors: Independent Directors
their focus towards ESG aspects encompassing play a crucial role in ensuring corporate governance
Environmental, Social, and Governance dimensions. and accountability. Schedule IV outlines the duties
These guidelines advocate for conscientious of Independent Directors, which include keeping
stewardship of the environment, equitable treatment themselves well informed about the company
of individuals, and ethical business practices. and its external environment. This duty implies
Compliance with NGRBC is voluntary for Indian staying abreast of ESG factors that may impact
companies, reflecting a commitment to global the company’s operations and stakeholders.
citizenship and ethical business conduct. Additionally, the duty to protect the legitimate
interests of the company, shareholders, and
4. Duties of Directors – Section 166(1) of the employees encompasses considerations of social
Companies Act, 2013: Section 166(1) of the responsibility and ethical business conduct,
Companies Act, 2013 mandates Directors of Indian aligning with the social and governance aspects
companies to act in good faith to advance the of ESG.
objectives of the company, ensuring the collective
benefit of its stakeholders. Directors are obligated to These provisions of the Companies Act, 2013, while
prioritize the interests of shareholders, employees, the not explicitly labelled as ESG requirements, reflect
community, and uphold environmental protection. the growing recognition of the importance of
Compliance with this provision is mandatory for environmental sustainability, social responsibility,
Indian companies, irrespective of their size, turnover, and good governance in corporate operations.
or financial status.
Compliance with these provisions contributes to the
5. Section 134(3) – Inclusion in Board Reports: broader objectives of ESG integration and responsible
Section 134(3) of the Companies Act, 2013 stipulates business conduct.
that the Board Report of a company must encompass
various aspects, including the conservation of PRIVATE SECTOR LEADS ESG INTEGRATION
energy, technology absorption, and foreign exchange FOR CORPORATE SUSTAINABILITY
activities. This mandatory inclusion underscores
the significance of ESG considerations, particularly Relying solely on government initiatives and regulations
in environmental and technological domains. is not enough to drive meaningful change in
Compliance with this requirement is obligatory for sustainability. It is crucial for corporates to incorporate
Indian companies, regardless of their scale or financial ESG commitments into their own objectives and
performance. strategies. Corporations have a significant impact on
the economy, society and the environment, and by
6. Section 134(5) – Directors’ Responsibility
Statement: Clause (f) of Section 134(5) of the integrating ESG into their operations, they can create
Companies Act, 2013 mandates Directors to devise substantial positive change at a larger scale. Adopting
effective systems ensuring compliance with all ESG commitments enhances long-term value creation,
applicable laws and regulations. This encompasses meets stakeholder expectations, drives innovation
adherence to ESG-related mandates, reflecting the and competitive advantage, and helps build trust and
commitment towards ethical conduct and regulatory loyalty.
compliance. Compliance with this provision is
obligatory for Indian companies, emphasizing the To effectively incorporate ESG commitments, corporates
importance of robust governance frameworks. should set clear goals, embed ESG considerations
in decision-making, engage stakeholders, enhance
7. Expanding ESG Integration: The Companies Act, transparency and reporting, and collaborate with
2013 goes beyond basics: Moreover, there are several others. By doing so, corporates can contribute to broader
provisions within the Companies Act, 2013 that sustainability goals and create a more sustainable
indirectly encompass ESG considerations: future.

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ARTICLE ESG and BRSR : Steering Board’s Responsibility Towards Sustainable Governance

THE EVOLVING ROLE OF THE COMPANY’S

BOARD
As the highest authority in the private sector, the role It’s crucial for Boards to augment their expertise
of the company’s Board in ensuring adherence to ESG by either reconstituting with members
principles and the BRSR is multifaceted and crucial for possessing relevant knowledge or engaging
sustainable corporate governance. Here’s how Boards can external consultants to provide guidance on
shoulder this responsibility: sustainability and ESG matters. This enhances
the Board’s visibility of risks and fosters
1. Strategic Oversight: Boards must ensure that
ESG integration goes beyond compliance and courage in decision-making. Additionally,
becomes a core component of strategic planning. investing in training programs and upskilling
This involves aligning ESG goals with business initiatives focused on sustainability and ESG
objectives to create long-term value and mitigate will empower board members to fulfill their
risks associated with environmental and social oversight role effectively.
issues.

2. Policy Development: Creating robust policies

that reflect the organization’s commitment
to ESG principles is essential. These policies the community. Understanding their perspectives
should address aspects such as environmental on ESG issues can guide better decision-making and
management, social equity, and ethical governance improve sustainability initiatives.
practices, ensuring they are embedded across all
operations. 6. Continuous Improvement: Sustainability is
an evolving field, and Boards must commit to
3. Risk Management: Identifying and managing ESG continuous learning and improvement. This
risks is increasingly becoming a board imperative. includes staying updated with global best practices,
This involves assessing how ESG factors can impact adapting to new regulations, and revising
financial performance and reputation, and integrating strategies based on performance and stakeholder
these considerations into the company’s overall risk feedback.
management strategy.

4. Reporting and Transparency: With the BRSR ACTION PLAN: INITIATIVES FOR DRIVING
in place, Boards have a legal obligation to ensure SUSTAINABILITY
that their companies maintain high standards
of disclosure. This includes reporting on specific To kick-start the journey, it is recommended that
sustainability indicators and actions taken to address the company’s Board should establishes an ESG &
various ESG aspects. Effective reporting builds Sustainability Committee comprising Directors with
trust with stakeholders and can enhance corporate fundamental knowledge of ESG and Sustainability.
reputation. The majority of the committee members should be
Independent Directors, with one appointed as the
5. Stakeholders Engagement: Boards should foster an Chairperson. The agenda for the inaugural ESG &
environment of active engagement with stakeholders, Sustainability Committee Meeting encompasses the
including shareholders, employees, customers, and following illustrative items:

Index
Item
Particulars of Agenda Item
No.
A) ITEMS FOR INFORMATION / NOTING / DISCUSSION
1. Introduction & Welcome note by Head – ESG
(The Head of ESG will provide an introductory presentation highlighting key updates on various matters such as the
Sustainable Development Goals (SDGs), Importance of the 3Ps (People, Planet, Profit), Climate Change, Net Zero, etc.)
2. Overview of Environmental, Social, and Governance (ESG) factors
(Discussion on the significance of ESG factors in business operations.)
3. Benefits of integrating ESG Considerations / Carbon Offset
(Deliberation on the potential benefits of integrating ESG considerations and carbon offset into the company’s strategy
and decision-making processes.)

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4. Review of ESG Roadmap: Comprehensive review of the detailed ESG roadmap covering:
i. An overview of the existing ESG practices within the organization.
ii. Highlights of ongoing initiatives or programs related to ESG.
iii. Stakeholders Materiality Assessments (SMA).
iv. Identification of gaps or areas for improvement in the current ESG framework.
v. R&D, Innovation and new business methods and practice, process upgradation.
vi. Setting ESG Goals and Targets.
vii. The importance of setting measurable and achievable ESG goals.
viii. Brainstorm potential ESG goals and targets that align with the company’s values and stakeholders’
expectations.
ix. Determine the Key Performance Indicators (KPIs) to track progress towards ESG goals.
x. Transparent and accurate ESG reporting and Disclosure Framework.
xi. Explore different frameworks and standards for ESG reporting, such as the Global Reporting Initiative (GRI),
Corporate Sustainability Reporting Directive (CSRD), Corporate Sustainability Due Diligence Directive
(CSDDD) etc.
xii. Determine the approach and timeline for developing the company’s ESG report.
xiii. Analyses on resource requirements for implementing the ESG strategy.
xiv. Identify potential budgetary needs and allocate necessary resources.
xv. Explore opportunities for leveraging existing resources or partnerships.
5. Review of Environmental Risks & Opportunities
(Presentation highlighting updates on various environmental matters such as Environmental Resilience, Extended
Producer Responsibility (EPR), Product Stewardship, Circular Economy Practices, Technology for Decarbonisation, etc.)
6. Adoption of ESG Risk Register
(Displaying the ESG Risk Register format categorizing risks into Environmental, Social, and Governance domains.)
B) ITEMS FOR APPROVAL
7. Review and Recommendation for Board Approval - Discussion and review of the following items:

1. Establishment of Environment and Sustainability (E&S) Department, including staff appointment.

2. Charter for Procedure and Standards for E&S Department.
3. Mandate and Responsibilities of the ESG Committee.
4. Scope, objectives, reporting lines, and communication channels of the Committee.
5. ESG Policy of the Company and overview of the ESG Committee’s purpose and goals.
6. To appoint ESG Rating Agency & ESG Professionals.
8. Recommendation for Specific Responsibilities and Tasks for ESG Reporting Tool
(Discussion and consideration of specific responsibilities and tasks of Committee members and Delegation of Power
(DoP) for adopting ESG tool and practices, to be recommended to the Board.)

MAPPING OF COMPANY POLICIES WITH 1. Engaging Stakeholders: Collaborative Approach:

Initiating the policy-making process necessitates
NGRBC PRINCIPLES / BRSR a collaborative endeavor. Involving stakeholders,
In the dynamic realm of BRSR and ESG, the development including relevant officials and departments, becomes
of organizational policies stands as a cornerstone in imperative. Through comprehensive discussions,
fostering ethical conduct and responsible business valuable insights are gathered to ensure policy
practices. Navigating this intricate landscape demands alignment with the organization’s overarching goals
a thorough and meticulous approach, acknowledging and values. Moreover, crafting detailed Standard
the intricate nature and profound impact of policy Operating Procedures (SOPs) provides a strategic
frameworks on organizational behaviour. blueprint for effective policy implementation.

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ARTICLE ESG and BRSR : Steering Board’s Responsibility Towards Sustainable Governance

 Clearly defining the frequency of policy reviews

(Quarterly/Half Yearly/Annually).
 Conducting independent audits, assessments, or
evaluations to gauge the policy’s robustness.
 Establishing reporting mechanisms and
delineating follow-up actions for policy matters.
5. Board Approval: Commitment to Responsible
Governance: The final step entails obtaining approval
from the Board of Directors or the Sustainable
Committee. This not only signifies top-level
endorsement but also underscores a commitment
2. Upholding Legal Standards: Foundation of Strict to responsible governance. Policies supported by
Compliance: Legal provisions form the cornerstone the highest echelons of leadership are more likely
of any policy. Organizations must meticulously to be implemented effectively, fostering a culture of
adhere to laws, rules, and regulations during the sustainability and ethical business practices.
policy formulation process. This commitment not
6. Illustrating Alignment with BRSR Principles:
only upholds the legal integrity of the policy but also
The ESG & Sustainability Committee Meeting will
shields the organization from potential risks and
address and review a range of policies, as outlined
reputational damage.
below:
3. Testing the Nine Principles of NGRBC: Holistic  Statutory Policies: Evaluation of sector-specific
Evaluation : To withstand ethical scrutiny, policies policies mandated for regulated entities, along
must adhere to the nine principles outlined by with previously approved statutory policies by
the NGRBC. These principles encompass ethical the Board.
conduct, sustainable practices, employee well-
being, stakeholder engagement, human rights,  Voluntary Policies: Discussion and assessment
environmental commitment, responsible policy of company policies adopted voluntarily to
influence, inclusive growth, and consumer address ESG considerations.
engagement. The below table illustrates company policies that
4. Ensuring Compliance with BRSR Core Section fulfill the requirements of BRSR (NGRBC guided)
B: Threefold Strategy Organizations must adopt principles. Any prospective alterations in BRSR policy
a threefold strategy to ensure continuous policy will correspondingly entail complementary changes
effectiveness: in respective detailed policies:

Illustrative List - Policy mapping for NGRBC / BRSR integration

Principle 1 Code of Conduct for Board,
Anti-Bribery and Anti- Code of Conduct for
Businesses should conduct and govern themselves with integrity, and Whistleblower Policy Senior Management &
Corruption (ABAC) Policy Suppliers & Vendors
in a manner that is Ethical, Transparent and Accountable Employees
Principle 2
Sustainable supply chain Product Stewardship Integrated Management
Businesses should provide goods and services in a manner that is Fair Use Policy
Policy Policy System Policy
sustainable and safe
Principle 3
Employee Health & Safety Employee benefits & Nomination &
Businesses should respect and promote the well-being of all Equal Opportunity Policy
Policy wellbeing Policy Remuneration Policy
employees, including those in their value chains
Principle 4
Stakeholder Engagement & Stakeholder Grievance
Businesses should respect the interests of and be responsive to all its
Inclusiveness Policy Redressal Policy
stakeholders
Principle 5 Anti-harassment & Anti-
POSH Policy Board Diversity Policy Human Rights Policy
Businesses should respect and promote human rights discrimination Policy
Principle 6
Environment Management
Businesses should respect and make efforts to protect and restore the Climate change Policy E-Waste Policy Biodiversity Policy
Policy
environment
Principle 7 Policy on Responsible
Businesses, when engaging in influencing public and regulatory policy, Advocacy with Public & National Affiliation Policy State Affiliation Policy
should do so in a manner that is responsible and transparent Regulatory Bodies
Principle 8 Inclusive Growth and
Preferential Procurement
Businesses should promote inclusive growth and equitable CSR Policy Equitable Development
Policy
development Policy
Principle 9
Cyber Security & Data Customer Satisfaction
Businesses should engage with and provide value to their consumers
Privacy Policy Policy
in a responsible manner

Miscellaneous Vision & Mission Statement Sustainability Policy

Statutory Policy Recommended Policy Sector Specific Policy Policy - not part of NGRBC

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 ESG and BRSR : Steering Board’s Responsibility Towards Sustainable Governance

ARTICLE
Considering the above, it could be determined that the investing in training programs and upskilling initiatives
Companies should navigate the intricacies of BRSR and focused on sustainability and ESG will empower Board
ESG, crafting policies becomes a strategic imperative. By members to fulfill their oversight role effectively.
engaging stakeholders, upholding legal standards, testing
against ethical principles, ensuring compliance, and Furthermore, establishing the right framework enables
securing top-level approval, organizations can develop Boards to position their companies for strategic success
policies that not only meet regulatory requirements but and drive long-term value. Moving forward, the question
also contribute to a sustainable and responsible business arises: how can the responsibility of the Board and all
future. organizational stakeholders be effectively addressed?
While the Board bears primary responsibility for
THE WAY FORWARD: EMPOWERING achieving the target of a green company with net-zero
emissions through business model transformation, it’s
BOARD ACTIONS FOR RESPONSIBLE essential for all stakeholders, including employees and
BUSINESS CONDUCT AND SUSTAINABLE vendors, to share in this responsibility.
SUCCESS Some scholars advocate for a greater focus on middle
Implementing ESG considerations requires regular management, as they have regular interactions with both
monitoring and adjustment of processes to ensure top and lower levels of the organization. Leveraging the
compliance and effectiveness. Embracing sustainability potential of young staff at the middle level can facilitate
isn’t just about mitigating risks—it’s about gaining the establishment of sustainable practices within the
competitive advantages through innovative business company. However, business transformation entails
models. significant costs and challenges. External communication
with stakeholders regarding each product or service
So, how can a company transition towards sustainability? is paramount, with regular discussions focusing on
Currently, it’s evident that many corporate Boards lack reducing material usage, energy consumption, and costs.
full awareness of ESG considerations. While some Boards may consider appointing external consultants or
recognize the importance of addressing climate change engineers to help formulate strategies addressing such
and have initiated actions accordingly, there’s an urgent issues. Implementation can either be conducted internally,
need for every Board to address critical questions: with the sustainability team providing guidance on
i. How do these considerations impact the company’s factors like packaging costs, energy consumption, and
strategy? pollution reduction, or led by the R&D team, leveraging
their first-hand knowledge of company challenges.
ii. What implications do they hold for the company’s
future? Additionally, both statutory and internal auditors have
pivotal roles, as they possess the necessary skills and
iii. When should the business undergo transformation or courage to report on ESG gaps and associated risks to the
adopt alternative models beyond existing practices? board.
To address these questions, company Boards must In summary, effective leadership from company Boards
foster courage among members and engage in ongoing is pivotal in driving the sustainability transition,
discussions regarding climate change, achieving net-zero necessitating proactive engagement, expertise
emissions, sustainability, and ESG principles. augmentation, and strategic planning to navigate the
“The Board urgently requires the courage to address complexities of today’s business landscape.
all ESG considerations, including the ability to voice
concerns, resist conformity, foster independent thinking, CONCLUSION
share diverse perspectives and challenge with both The integration of ESG criteria and the implementation
management and fellow Directors.” of BRSR are reflective of a broader shift towards
Boards should explore alternative business models sustainable capitalism and responsible business practices.
aligned with sustainability goals. Even if they choose to Boards play a crucial role in steering their companies
retain the current model, it’s imperative to contemplate towards sustainability. By effectively managing ESG
and propose alternatives considering ESG aspects. This responsibilities, Boards can ensure compliance with
proactive approach helps to anticipate future challenges regulatory demands and drive innovation, securing a
and mitigate risks, as evidenced by the growing competitive advantage in a rapidly changing business
recognition of solar panels’ significance over the past environment. Thus, leadership in ESG integration is
decade. not merely a compliance requirement but a strategic
imperative for enduring success.
Moreover, it’s crucial for Boards to augment their
expertise by either reconstituting with members REFERENCES:
possessing relevant knowledge or engaging external
i. https://www.vitol.com/environment-social-governance/
consultants to provide guidance on sustainability and
ESG matters. This enhances the Board’s visibility of risks ii. https://www.mca.gov.in/content/mca/global/en/acts-
and fosters courage in decision-making. Additionally, rules/ebooks.html  CS

CHARTERED SECRETARY MAY 2024 | 51

 BRSR : A Broad Overview
ARTICLE

SEBI has mandated filing of Comprehensive version of BRSR for the top 1000 listed companies (by
market capitalization) with effect from the financial year 2022-2023. However, all the Indian
Companies having businesses in Europe or outside India shall have to comply with International
ESG reporting requirements. BRSR adopts the United Nations Sustainable Development Goals
(UN-SDGs) and is compared to other global ESG reporting frameworks such as Global Reporting
Initiative (GRI), Task Force on Climate-Related Financial Disclosures (TCFD), etc.

ESG reporting frameworks such as Global Reporting

Initiative (GRI), Task Force on Climate-Related Financial
Disclosures (TCFD), etc.

Reporting under BRSR comprises of three mandatory

sections as under:
1. Section A: General Disclosures- cover the basic set of
Company information.
2. Section B: Management and Process Disclosures
CS Aditya Mathur, FCS – focus on Policy and Management processes;
Independent Director - Listed Company Governance, Leadership and Oversight.
and Management Consultant, New Delhi
[email protected] 3. Section C: Principle-wise Disclosures- comprise of
the nine principles covering ESG areas and is aimed at
helping businesses demonstrate their performance in
INTRODUCTION integrating the Principles and Core Elements with key

T
processes and decisions. The disclosures in section C
he importance of Environmental and are under two categories – Essential Indicators which
Social Governance is gaining momentum are mandatory and Leadership Indicators that are
for the Board leaders in today’s business voluntary.
environment. There is a continuous
requirement for a shift in focus of businesses OVERVIEW OF PRINCIPLES OF BRSR
from “Profit, Profit, Profit” to “Profit, People & Planet”. REPORTING
Environment (E) deals with Organization’s impact
 Principle 1(P1) deals with Ethics and states that the
on Planet, Social(S) deals with Organization’s impact
businesses should conduct and govern themselves
on People and Governance(G) focuses on how well a
with integrity and in a manner that is ethical,
Company is governed.
transparent and accountable in line with Sustainable
Securities and Exchange Board of India (SEBI) created Development Goal 16 (SDG 16).
first regulatory disclosure framework, the Business
Responsibility Report (BRR) in response to the National  Principle 2 (P2) deals with Safe and Sustainable
Voluntary Guidelines (NVG) on Social, Environmental, and Products and Services and states that businesses
Economic Responsibilities of Business in 2012. However, should provide goods and services in a manner that is
in 2018 it was found that the BRR Reports lacked quality, sustainable and safe and recognizes the proposition of
making the reporting untrustworthy. Consequently, SDG 12.
Business Responsibility and Sustainability Reporting
 Principle 3 (P3) deals with Wellbeing and states that
(BRSR) reporting framework came into being in 2019.
the businesses should respect and promote the well-
APPLICABILITY OF BRSR REPORTING being of all employees, including those in their value
chains without any discrimination and is aligned to
SEBI has mandated filing of Comprehensive version SDG 8.
of BRSR for the top 1000 listed companies (by market
capitalization) with effect from the financial year  Principle 4 (P4) deals with Stakeholders and states
2022-2023. However, all the Indian Companies having that the businesses should respect the interests of and
businesses in Europe or outside India shall have to comply be responsive to all its stakeholders.
with International ESG reporting requirements.
 Principle 5 (P5) deals with Human Rights and states
BRSR adopts the United Nations Sustainable Development that the businesses should respect and promote
Goals (UN-SDGs) and is compared to other global human rights.

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 Principle 6 (P6) deals with Environment and states  Products/Services –Beauty & Personal Care;
that the businesses should respect and make efforts Home Care; Food & Refreshments
to protect and restore the environment and is aligned
with SDGs 11, 13, 14 and 15.  NIC Codes –say 20231 for soaps, 20236 for
shampoos ….. etc.
 Principle 7 (P7) deals with Public Policies and states
 Total Turnover contributed (for each Product
that the businesses, when engaging in influencing
category)-for Beauty & Personal Care 36.7%;
public and regulatory policy, should do so in a manner
Home Care 35.4%; Food & Refreshment
that is responsible and transparent.
24.8%
 Principle 8 (P8) deals with Inclusive Growth and  Section III covers disclosures on Operations where
states that the businesses should promote inclusive the information on the Number of locations where
growth and equitable development. plants and/or operations/offices of the entity are
 Principle 9 (P9) deals with Consumers and states that situated (National & International) and the Markets
the businesses should engage with and provide value served by the entity by Number of Locations (National
to their consumers in a responsible manner. & International); What is the contribution of exports
as a percentage of the total turnover of the entity and
The applicability of above nine principles to ESG is a brief on types of customers is to be given.
summarized as under:
 Section IV requires disclosure on the Employees
and Workers (including differently abled) giving the
Particulars Applicable Principles number and percentage of Male & Female, Permanent
Environment (E) P2, P6 and Other than Permanent as at the end of Financial
Year. The disclosure further requires information on
Social (S) P3, P5, P8 the Participation/ Inclusion/ Representation of women
Governance (G) P1, P4, P7, P9 on the number on the Board of Directors and as Key
Managerial Personnel and percentage of such total
Disclosure Requirements in BRSR have been summarized and also the Turnover rate for Permanent Employees
and key disclosure points have been covered in this and Workers (Male & Female) for 3 financial years
article for sake of brevity. Relevant references have been including current year.
extracted from BRSR for FY 2022-23 of HUL, ITC, Wipro,
Tata Steel and Asian Paints.  In Section V, the information about Holding,
Subsidiary and Associate Companies (including joint
Section A: General Disclosures mandate disclosure on ventures) and the percentage of shares held by listed
24 parameters and is divided into seven sections covering entity and whether any of these entity(s) participate
information as under: in the business responsibility initiatives of the listed
entity needs to be given.
 Section I: Details of Listed Company (covers 13
parameters like Company Name (check if there is  Section VI requires disclosure on CSR giving details
change in name), CIN, Year of Incorporation, Paid about applicability of section 135 of Companies Act,
up Capital, Name and Contact of person for BRSR 2013, Turnover and Net worth (in Rs.).
queries, Reporting Boundary (i.e on Standalone or
Consolidated basis) and recently added Name & Type  Section VII is on Transparency and Disclosures
of Assurance( i.e. whether Limited or Reasonable Compliances and requires information to be provided
assurance etc.) on the Complaints/grievances on any of the principles
(one to nine) under the National Guidelines on
 Section II: Company’s Products/Services requires Responsible Business Conduct for the Current and
disclosure on: Previous Financial Year on-

 Company’s business activities that account for  Each Stakeholder group from whom complaint is
over 90% of its Sales which HUL in its BRSR for received-(i.e. from Communities, Investors other
FY 2022-23 has covered as under: than shareholders, shareholders, employees and
workers, value chain partners and others-to be
 Description of Main activity- Manufacturing specified),
- FMCG.
 Grievance Redressal Mechanism in Place (Yes/
 Description of Business Activity- say Soaps, No) (If Yes, then provide web-link for grievance
Detergents, Cosmetics & Toiletries, Packaged redress policy,
Foods.  Number of complaints filed during the year,
 Entity Turnover – say 100%.  Number of complaints pending resolution at
close of the year &
 Products/Services sold that account for over 90%
of its Sales which HUL has disclosed as under:  Remarks.

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ARTICLE BRSR : A Broad Overview

 The disclosure under this section also requires Section B : Management and Process Disclosures are
information on Overview of the entity’s material aimed at helping businesses demonstrate the structures,
responsible business conduct issues - where policies and processes put in place towards adopting
material responsible business conduct and the National Guidelines on Responsible Business
sustainability issues pertaining to environmental Conduct(NGRBC) Principles and Core Elements. The
and social matters that present a risk or an key disclosure requirements are discussed in two sub-
opportunity to your business, rationale for sections as under:
identifying the same, approach to adapt or
mitigate the risk along-with its financial I. Policy & Management Process
implications, are to be provided as per the
 Item1(a,b &c) of BRSR format requires disclosure on
specified format covering the details as under.
whether entity’s policy/policies cover each principle
Relevant extracts from BRSR of HUL are shared
and its core elements of the NGRBCs.; Has the policy
in italics against each disclosure:
been approved by the Board and providing weblink of
 Material issue identified – Climate Change, policies if available?
Packaging & Waste
 Here the Company is required to put in place
 Indicate whether risk or opportunity (R/O) - policies for each Principle which may cover the
Risk following policies as illustrated:
 Rationale for identifying the risk / i. P1: Code of Business Conduct and Ethics
opportunity – “Climate change is a principal Policy(COBCE); Anti-Corruption & Anti
risk to us, which has the potential to impact Bribery Policy; Policy on Prevention of
our business in the short, medium and long Insider Trading (Share Dealing Code),
term. We face potential physical environment Corporate Governance Code, Policy on
risks from the effects of climate change on Related Party Transactions, Whistle Blower
our business, including extreme weather Policy, Code of Conduct for Board and
and water scarcity. Potential regulatory Members of Senior Management.
and transition market risks associated with
the shift to a low-carbon economy include ii. P2: Suppliers Code of Conduct; Product
changing consumer preferences, increase in Responsibility Policy; Quality Policy;
product cost, future Government policy and Ecological Sustainability Policy.
regulation. Responsible business practices
are critical to generating long term value.” iii. P3: Safety & Health Policy; Equal
Opportunity Policy; Prevention of Sexual
 In case of risk, approach to adapt or mitigate Harassment Policy (POSH); Disability
– “We have set out a clear pathway to tackle Accommodation Policy; Remuneration
climate change, as listed below: Policy; COBCE.
 Zero emissions in our operations by iv. P4: Stakeholders Management Policy;
2030; CSR Policy, Corporate Governance Code;
 Halve Green House Gas (GHG) impact of Inclusion & Diversity Policy.
our products across the lifecycle by 2030; v. P5: Prevention of Sexual Harassment
 Net Zero emissions for all our products Policy (POSH); Policy to Support Survivors
from sourcing to point of sale by 2039; of Abuse; Whistle Blower Policy; Board
Diversity Policy; COBCE.
 Replace fossil-fuel derived carbon
with renewable or recycled carbon in vi. P6: Environment, Health & Safety Policy;
all our cleaning and laundry product COBCE; Ecological Sustainability Policy.
formulations by 2030.
vii. P7: Anti-trust and Fair Competition; COBCE.
Across the portfolio, our brands are working
towards reducing the environmental impact, viii. P8: Supplier Diversity & Inclusion Policy;
including at the consumer use stage” COBCE; CSR Policy.

 Financial implications of the risk or opportunity ix. P9: Cyber Security Policy, Data Privacy
(positive or negative implications to be indicated) Policy, Quality Policy.
– “ Programmes to mitigate risk emanating from  Item no. 6 of BRSR format requires disclosure on the
climate change can lead to incremental costs in Specific commitments, goals and targets set by the
the short-to medium-term, which can be partly entity with defined timelines, if any.
compensated by increased efficiency in the long
term. Importantly, these programmes would  There are three parts to commitment/goals- short
strengthen business resilience and protect long term, medium term or long term. For example,
term value.” a Company commitment to achieve 25% gender

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diversity by 2025 is a short term goal. Similarly,
another company has committed that by 2030
they will achieve 20% less carbon emission, is
medium term goal and another Company sets Environmental and Social Governance and
target for net zero carbon emission by 2070 which BRSR is gaining momentum for the board
is long term goal. Ideally, Companies should try leaders in today’s business environment.
to set short term goals under ESG since they
are visible and positively reflect the Company(s)
seriousness.
 Further, for a Company in IT or service industry, b) 2030: Achieve ‘Certified Steel’ certification for
manpower is of utmost importance and therefore all sites in India”.
they may set goals around Social. Similarly, for
a Manufacturing company Environmental goals  Extract from Wipro’s BRSR-
will be of importance and Banking Industry will
focus on Governance. 100% of employees to complete training on Wipro’s
Code of Business Conduct every year; 100% of
 Let us now understand the specific requirements all suppliers adhere to Wipro’s code of supplier
of disclosure under this point with Illustration as conduct.
under
II. Governance, Leadership & Oversight:
(*2): Environmental Goals as extracted from BRSR of Tata
Steel are:  The disclosure requirements under Item 8 requires
the details of the highest authority responsible
 Climate Change a) 2045: Net Zero emissions for for implementation and oversight of the Business
the Tata Steel Group. Responsibility policy (ies) and under Item 9 on
whether the entity have a specified Committee of the
 Product Sustainability a) 2025: Cover 100% of Board/ Director responsible for decision making on
steelmaking and downstream sites under Life sustainability related issues and if yes, provide details.
Cycle Assessment in India,
 The designated senior management person or
b) 2030: Disclose environment performance of committee responsible for ESG is responsible for
100% of products. implementation and oversight of the Business
Responsibility policy(ies) and not the entire Board
 Water a) 2025: Achieve specific freshwater
unless there are events of gas emissions like in case of
consumption of 2.0 m3 per tonne of crude steel
Union Carbide.
across all steelmaking sites in India,
b) 2030: Achieve specific freshwater consumption  HUL has addressed these well, giving names if their
of < 1.5m3 per tonne of crude steel across all sites directors/committee members responsible, relevant
in India. extract is as under:

Social Goals as set by Wipro for Principle 3 on Wellbeing  Relevant Extract from HUL’s BRSR - “Our
are under: CEO & MD is responsible for implementation
and oversight of the Business Responsibility &
 Adopt a holistic lifecycle approach that Sustainability policies. The ESG Committee
emphasizes employee safety, physical health and of the Board is responsible for oversight on
mental well-being. sustainability-related matters. The ESG
Committee of the Board comprises five Directors
 Attract and retain talent by building “a great (four Independent Directors and one Executive
place to belong” ecosystem. Director).”
 Increase gender representation at an overall and
 Item 11 requires disclosure on whether the entity
leadership level.
carried out independent assessment/ evaluation of the
 Achieve 38% gender diversity at an overall level in working of its policies by an external agency and if yes,
FY’24. provide name of the agency
 Achieve 21% gender diversity and leadership level  Extract from Wipro’s BRSR “There are multiple
in FY’24. independent reviews of our policy through
certifications, disclosure standards and identified
Governance Goals areas. These include ISO certifications like
 Extract from BRSR of Tata Steel- “Responsible Health and Safety, Environmental Management
Steel TM Certification a) 2025: Achieve ‘Certified including Energy, Information security, disclosure
Site’ certification for all existing steelmaking sites standards on GHG emissions reporting and in
in India, specific areas like accessibility.

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Section C: Principle-wise Performance Disclosures  ITC in its BRSR for FY 2022-23 has given
following disclosures on P1 E1:
This section is aimed at helping entities demonstrate
their performance in integrating the Principles and For BOD & KMPs – “The Directors of the Company
Core Elements with key processes and decisions. The are briefed on the sustainability initiatives of the
information sought is categorized as “Essential” and Company from time to time. The Directors are
“Leadership”. While the essential indicators are expected also updated on changes/ developments in the
to be disclosed by every entity that is mandated to file domestic/global corporate and industry scenario
this report, the leadership indicators may be voluntarily including those pertaining to statutes/legislation
disclosed by entities which aspire to progress to a higher & economic environment and on matters affecting
level in their quest to be socially, environmentally and the Company, to enable them to take well informed
ethically responsible. and timely decisions.
A. Principles relating Governance(G): Principles and During the financial year 2022-23, the Directors
relevant Essential Indicators(EI) relating Governance and KMP of the Company were briefed/updated
are covered by four principles viz. P1 on Ethics, on the following: a) Business Plan of the Company
P4 on Stakeholders, P7 on Public Policy and P9 on for the ensuing years. b) CSR initiatives of the
Consumers. Company. c) Diversity and Inclusion at ITC. d)
E-Commerce and New Routes to Market. e) Talent
Governance is the most complex and weakest link Retention and Engagement at ITC. f) Update on
among ESG because of the interference of CEO IT Business. g) Field visit to Sehore, Madhya
and Management of the Company which is further Pradesh, to experience the ITC-MAARS Project
illustrated by the cases as under: and other social investment projects.
 The merger of Zee and Sony was called off  In addition to the above, the Directors of the
because of governance issues although it had Company attended a ‘Strategy Session’ where
eight (8) Independent Directors out of Board of the Company’s overall strategy, including
nine (9) directors. ITC Sustainability 2.0 vision and goals, were
 Sam Altman case of Open AI has become sham discussed/reviewed
which has shown that an influential CEO’s power  For Employees other than BoD and KMPs
can overwhelm the Board’s Independence. In and for Workers- “Health and Safety,** ITC
this case, in a statement Board of Open AI said Code of Conduct, Policy on Prevention of
that Sam was not consistently candid in his Sexual Harassment at the workplace, and
communication and they sacked Sam Altman. Wellness programmes.”
However, Microsoft Inc. which had major stake
in that company came forward and sacked the  P1 EI 4: requires disclosure on whether the entity have
entire Board. an anti-corruption or anti-bribery policy(ACABP) and
if yes, then details in brief and web-link to the policy if
 Similarly, in case of Enron had eleven (11) available to be provided.
Independent Directors out of the total Board
comprising of fourteen (14) Directors and even  P1 EI 5: requires disclosure on the number of
then the fraud happened. Directors/KMPs/employees/workers against whom
disciplinary action was taken by any law enforcement
Now let’s discuss disclosures required for each principle agency for the charges of bribery/ corruption
and key essential and leadership indicators.
 Many Companies cover this ACAB policy
1. Principle 1(P1) (Ethics): Businesses should under Business Code of Conduct Policy but for
conduct and govern themselves with integrity, disclosure the same should be carved out and
and in a manner that is Ethical, Transparent and referred to separately here.
Accountable.
 Tata Consultancy Services (TCS), India’s largest
 P1 EI 1 is on providing ongoing training on ESG issues IT services company, in June 2023, came under
to Board members, KMPs, Employees other than heat after a scam involving bribes-for-jobs was
Board of Directors & KMPs and Workers and their uncovered wherein few senior executives at the IT
implications on the business. It also requires that company were taking bribes from staffing firms
Board members are well informed about emerging in exchange for providing jobs to their candidates
sustainability trends and the best practices. and same was going on at the company for years.
 The report requires disclosure on Total number Fraud cases were detected at TCS even in earlier
of training and awareness programmes held; financial years and they made disclosures under
Topics / principles covered under the training P1 E4 as under:
and its impact and percentage of persons in
respective category covered by the awareness (*2)“Yes. The Tata-Code-Of-Conduct (TCoC)
programmes. contains guidelines on anti-bribery and anti-

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corruption. TCS is committed to upholding the related party transactions in case of Interglobe
highest moral and ethical standards, and does Aviation are clear conflict of interest.
not tolerate bribery or corruption in any form.
The policy is available on the company website at: “In this case one of the promoter Rakesh
https://on.tcs.com/Tata-Code-Of-Conduct. Gangwal accused another promoter Rahul
Bhatia of indulging in ‘questionable’ related-
Bribery and corruption (as covered in TCOC) party transactions between InterGlobe Aviation
- Our employees and those representing us, and Rahul Bhatia’s group entities for services
including agents and intermediaries, shall not, ranging from ticketing to crew accommodation
directly or indirectly, offer or receive any illegal or to simulation training. Gangwal had also alleged
improper payments or comparable benefits that several irregularities in Inter Globe Aviation’s
are intended or perceived to obtain undue favours related-party transactions, ranging from lack of
for the conduct of our business. competitive bidding to lack of audit committee
approval in some cases and backdating of
Remember-Violation by even a single employee of contracts in others.”
any law relating to anti-bribery, anti-corruption,
anti-competition, data privacy, etc. could result in 2. Principle 9 (P9): Consumers-(Complaints, Product
severe financial penalties and cause irreparable Recall etc): Businesses should engage with and provide
reputational damage to the company.” value to their consumers in a responsible manner.
TCS has made disclosure under P1 E5(relevant  P 9 EI 1 requires disclosure on the mechanisms
extract shared below): in place to receive and respond to consumer
complaints and feedback.
(*2) “Employees: 1 (under fraud) in FY2022-23
and 3(under fraud) in FY2022-23  The consumer complaints should be addressed at
the earliest before consumer thinks of taking a
 P1 EI 6: Disclosure on details of complaints with legal course.
regard to conflict of interest requires companies to
report the number of complaints received relating  Asian Paints in their BRSR have covered this
conflict of interest of Directors and KMPs. point well as under:
 The question that arises is whether the related “The Company treats customer complaints with
party transactions even if at arm’s length be utmost importance and believe that it needs to
considered under Conflict of Interest. Although be agile, transparent and solution-oriented to
there are divergent views on this issue, however resolve them efficiently and satisfactorily.

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ARTICLE BRSR : A Broad Overview

The Company ensures to keep the customer  Similarly, cases relating recall of cars due to faulty
informed loop throughout the entire process air bags or faulty clutch or electric scooter due to
of complaint resolution and focus on resolving fire etc. or other consumer durable goods require
retail customer complaints within five working disclosure.
days, which includes calling the customer within
four hours, connecting with the customer within  There are instances of full Product recall like a
two days, and providing the final resolution to case of Maggi Noodles which had to be recalled
the customer. These timelines are relevant to fully due to presence of lead content higher than
our décor category’s customer/ applicator/trade permitted.
expectations. The Company also maintains
multiple points of communication with the  P9 EI 5 (Cyber Security) requires disclosure by the
customer, that is through SMS/Email/WhatsApp, entity if there exists a framework/ policy on cyber
to keep the customer informed of all actions taken security and risks related to data privacy and to
on the complaint.” provide a web-link of the policy if available.

 P9 EI 2 requires disclosure on the Turnover of  There are threats of hacking of customer data,
products and/ services as a percentage of turnover cyber frauds etc. for which Company needs to
from all products/service that carry information about establish a robust system to detect IT related
- Environmental and social parameters relevant to issues. The policy and processes put in place by
the product, Safe and responsible usage and Recycling the company need to be disclosed along with
and/or safe disposal. weblink to same.
3. Principle 7 (P7) Public Policies: Businesses, when
 Giving 100% disclosure is the safest instead of
engaging in influencing public and regulatory policy,
mentioning Nil or Not Applicable here, since
should do so in a manner that is responsible and
product passes through ESG cycles.
transparent.
 P9 EI 3 requires disclosure on number of consumer
 P7 EI 1 (a & b): Disclosure here requires an entity
complaints in respect of a) Advertising, b) Cyber-
to disclose the number of affiliations it has with
security, c) Delivery of essential services, d) Restrictive
trade and industry chambers/ associations and the
Trade Practices, e) Unfair Trade Practices, f) Others.
top 10 trade and industry chambers/ associations,
 Disclosure on Delivery of essential services the entity is a member of/ affiliated to.
is more relevant for milk and dairy products  It is better for an entity to be a part of one or
company or companies like Blinkit, more trade bodies where they can represent.
Zepto etc.
 P7 EI 2: Disclosure under this requires an
 Restrictive Trade Practices (now covered under entity to provide details of corrective action
Competition Commission of India-CCI) covers taken or underway on any issues related to anti-
disclosures on consumer complaints relating to competitive conduct by the entity, based on
difference in quantity or weight in packs or of adverse orders from regulatory authorities.
duplicate packs.
4. Principle 4 (Stakeholders): Businesses should respect
 Refer a complaint against ITC on Sunfeast interests of and be responsive to all its stakeholders.
Marie Light Biscuits case wherein the quantity
and weight were found to be less than as stated  P4 EI 1 requires disclosure relating description
on pack, and as a result the Company had to of the processes for identifying key stakeholder
pay compensation of Rs 1 lakh to the Consumer groups of the entity and listing stakeholder
by court’s order for packing one biscuit less in groups identified as key for the entity and the
a pack. frequency of engagement with each stakeholder
group giving information about channels of
 P9 EI 4 requires disclosure on instances of Product communication; frequency; purpose and scope of
Recall on account of safety issues – both voluntary as engagement.
well as forced and reasons thereof.
 HUL in its BRSR for FY2022-23 have disclosed as
 The process to recall Products must be established.
under:
 Forced recall is generally by Regulatory agencies
while voluntary recall is by Company itself.  “At Hindustan Unilever, we take pride in
our business being a force for larger good.
 There can be instances of part recall of product We believe in creating long-term value by
wherein the product is recalled, the issues therein caring for all our stakeholders comprising
are addressed and then product is sent back, like of our consumers, customers, employees,
in case of Maruti’s Grand Vitara wherein there shareholders, business partners, and above
was a defect in rear seat belt bracket. all, the planet and society.”

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 “For Planet & Society group of stakeholders, reception desk for wheelchair access,
the channels of communication which is elevator voice annunciator, evacuation
ongoing includes Field visits, CSR projects chair, braille signages, all gender accessible
and engagements, brand activations and toilets, accessible parking, fire alarm flasher,
campaign, community needs assessment, and automated sliding doors, and accessible
website. Further its purpose & scope covers- guest room in several factories and offices.
Climate actions; environmental protection
and regeneration; a waste-free world; positive  Additionally, they are preparing the
nutrition; health and well-being; equity, remaining factories and offices for
diversity, and inclusion; the future of work; accessibility infrastructure and aim to
and water stewardship” achieve certification for 100% of their sites
with the Minimum Mandatory Standards
B. Principles relating Social(S): Principles and relevant required under the Persons with Disabilities
Essential Indicators(EI) relating Social are covered in Act.”
three principles viz. Principle 3 (P3) on Wellbeing;
Principle 5 (P5) on Human Rights and Principle 8 (P8)  P3 EI 4 requires disclosure as to whether the
on Inclusive Growth and CSR. entity has an equal opportunity policy as per the
Rights of Persons with Disabilities Act, 2016 and
5. P3 Well-being: Businesses should respect and if so, a web-link to the policy to be provided.
promote the well-being of all employees, including
those in their value chains. It covers internal people  This has been adequately disclosed by most
issues. of the Companies.

 P3 EI 1 and the disclosure requires the Company  As per global index at least one physically
to report on the measures taken by it in providing handicapped person should be employed out
Health Insurance, Accident Insurance, Maternity of 100 – i.e 1%.
Benefits, Paternity Benefits, Day Care facilities to  Diversion, Inclusion & Equity(DIE) covers
Permanent as well as non-permanent Employees gender related issues where in case of service
and Workers (both Male & Female). The number industry 20% to 33% women should be
and percentage are to be given for each benefit. employed while in case of manufacturing
 It has been observed that the Companies industry no such percentage is recommended
take insurance cover on its Employees considering its heavy duty nature.
only but not on the workers since workers  P3 EI 6 requires disclosure on the mechanism
are covered under ESI. However, as a good available to receive and redress grievances for the
practice the insurance coverage even on the permanent and non-permanent employees and
workers despite them being covered under workers and the details of the mechanism to be
ESI is recommended so as to ensure that given in brief.
they are insured even when they are outside
office.  P3 EI 10 requires disclosures on Health and safety
management system in place and the processes
 P3 EI 2 requires disclosure on percentage used to identify work-related hazards and assess
of Employees and Workers covered under risks on a routine and non-routine basis by the
Retirement Benefits covering PF, ESI, Gratuity & entity and also whether there exist processes
Other for current and previous years. for workers to report the work related hazards
 P3 EI 3 requires disclosure if the premises / offices and to remove themselves from such risks. The
of the entity are accessible to differently abled disclosure further requires an entity to disclose
employees and workers, as per the requirements whether the employees/ worker of the entity
of the Rights of Persons with Disabilities Act, have access to non-occupational medical and
2016 and if not, whether any steps are being taken healthcare services.
by the entity in this regard.  This is a very important disclosure and
 Some companies like ITC have “Elevators therefore requires an entity to put in place
enabled with Braille signages for persons with Environment Health and Safety (EHS)
visual difficulty, • Ramps, tactile pavers and guidelines for workers and employees.
handrails to facilitate movement of persons
 P3 EI 11 requires disclosure on the details
with motor disability, • Accessible parking
of safety related incidents for employees and
places, • Accessible washroom”.
workers for current and previous financial years,
 “HUL has also implemented various in a specified format that requires information
measures to provide accessible infrastructure, of the Safety Incident/Number Category relating
including ramps, tactile flooring, induction to the Lost Time Injury Frequency Rate (LTIFR)
loop system for hearing impaired, lowered (per one million-person hours worked); Total

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ARTICLE BRSR : A Broad Overview

recordable work-related injuries; No. of fatalities;  P5 EI 5 requires disclosure on the internal

High consequence work-related injury or ill- mechanisms in place to redress grievances
health (excluding fatalities). related to human rights issues.
 P3 EI 12 requires disclosure on the measures  Tata Steel in its BRSR for FY2022-23 has very well
taken by the entity to ensure a safe and healthy disclosed as under:
work place.
“The Company complies with SA8000 standards
 Wipro in its BRSR for FY 2022-23 have and has put in place a robust corporate governance
disclosed this point as under: model with defined roles and responsibilities at
the Board, Management Level Committees as well
“We conduct periodic and annual assessments as at the Employee level.
of our campuses/offices, employees,
stakeholders and service providers as a part The Apex Business & Human Rights Committee
of this process. has been formed to oversee human rights
commitments of the Company. Tata Steel has
 A Food Safety Standards Authority of put systems in place to encourage the reporting of
India (“FSSAI”) license is mandatory for concerns related to Human Rights.
vendors operating within Wipro owned
locations in India. In addition to Tata Steel’s own internal processes,
employees and suppliers are encouraged to use
 Environment, Occupational Health & Tata Steel’s Confidential Reporting System to
Safety (“EHS”) management systems in report any concerns. This is an independently
our campuses conform to international run service which enables concerns about any
standards such as 14001& 45001 and aspect of Tata Steel’s operations to be reported
are certified by accredited third party on a confidential (and/or anonymous) basis. The
agencies. service, called “Speak Up”, is available on Tata
 As an ISO 45001:2018 certified Steel’s website and a Telephone helpline is also
organization, we conduct a Hazard available (https://www.tatasteel.com/corporate/
Analysis and Risk Assessment annually our-organisation/ethics/).
or anytime there is a change in process,
On receipt of any concern through email, letter,
new equipment, or service, and build
web helpline or orally, it is registered by the Ethics
risk mitigation plans as an ISO
Department of Tata Steel. The investigation team
45001:2018-certified firm.”
conducts investigation by gathering, validating,
6. Principle 5 (Human Rights): Businesses should respect analysing the data and provides their observations
and promote human rights. and recommendations. The investigation
report is further reviewed by the Chief Ethics
 These are External People Issues and include Counsellor or other appropriate authority and
Child labour, Forced labour, discrimination, the recommendations are acted upon. The Ethics
Right of person with disability etc. Counsellor regularly provides an update to the
Tata Steel Board’s Audit Committee on the status
 HUL in its BRSR for FY2022-23 have disclosed as of various grievance redressal mechanisms.
under:
“We strongly uphold the principle of human rights Tata Steel also obtains declarations from all the
and fair treatment within our organisation as well value chain partners regarding SA8000 and other
as while engaging with our business partners and ISO requirements. Moreover, all of Tata Steel’s
stakeholders outside our organisation. We stay value chain partners have to affirm compliance
committed to help build a more inclusive world with the Tata Code of Conduct.
where everyone matters”.  P5 EI 7 requires disclosure on the mechanisms to
 P 5 EI 4 requires the Company to disclose a prevent adverse consequences to the complainant
focal point (Individual/ Committee) responsible in discrimination and harassment cases.
for addressing human rights impacts or issues
caused or contributed to by the business.  Tata Steel has disclosed this as under
(relevant extract only):
 In certain Companies, Chief Human Resource
Officer(CHRO) is designated for this, who is “As part of Whistle-blower Policy and
responsible. However, at times Companies Prevention of Sexual Harassment Policy,
mention that Committee is responsible despite Tata Steel is committed to the protection
the fact that they have a CHRO for the job. In of identity of the complainant and all such
such situation the Company is spreading the risk matters are dealt in strict confidence, with
and responsibility on the committee of directors appropriate measures taken to maintain
which is not recommended. such confidentiality.

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As part of its Code of Conduct, the Company covered under Impact assessment. Many
does not tolerate any form of retaliation companies are wrongly reporting on this
against anyone reporting legitimate point in their BRSR.
concerns. Anyone involved in targeting such
a person is subject to disciplinary action.”  P8 EI 2 requires disclosure on project(s) for which
ongoing Rehabilitation and Resettlement (R&R)
 P5 EI 8 requires disclosure on whether human is being undertaken by the entity.
rights requirements form part of your business
agreements and contracts.  It involves resettlement and rehabilitation of
communities that are economically, socially
 The Company should conduct need based or and environmentally impacted by the
annual due diligence on human rights before Company’s operations.
entering into any contract or agreement
with third party (especially in case of C. Principles relating Environment (E) : Principles and
manufacturing companies). This will enable relevant Essential Indicators(EI) relating Environment
the Company to take informed decisions and are covered in two principles viz. Principle 2 (Safe &
negate the possibilities of any lapses. Sustainable Products) and Principle 6 (Environment).
 The concept Environment is covered by five
 For ex, if a canteen contractor hires workers/
elements (panch-butas) which are Fire, Water,
employees below 18 years then it will be
Energy, Emission and Biodiversity.
violation of human rights and the contract
terms.  Important things to be kept in mind relating
Environment are as follows:
 Tata Steel in Leadership Indicator 2 (LI 2)
of their BRSR have very well covered details i. Green House Gas(GHG) Emissions
of scope and coverage of human rights due
diligence as under: ii. Air Quality
iii. Energy Management
“Tata Steel has formed an internal
committee for Human Rights due-diligence iv. Water Management
and the process is under planning. In
FY2023-24, Tata Steel plans to conduct a v. Waste Water Management
3rd party Human Rights due diligence of the vi. Waste Material Management
value chain to identify vulnerable areas,
potential human rights issues, and their vii. Hazardous material management
remediation along with global benchmarking
for best practices. Tata Steel has, in any case, viii. Ecological Impacts
implemented the guidelines under SA8000 at 8. Principle 6: Businesses should respect and make
all its key location.” efforts to protect and restore the environment.
 P 5 EI 10 , LI 4 requires disclosure of Company  Company’s environment practices need to be
and its value chain partners on various human defined, complied with and monitored to ensure
rights parameters. compliance with environmental regulations and
to minimize its ecological footprints.
 This involves conducting in-house or
external assessment on various parameters  HUL in its BRSR for FY 2022-23 have disclosed as
like child labour, sexual harassment, under:
wages discrimination etc. Such assessment
will ensure compliance with various “Driven by our passion to care for our planet, we
labour regulations and shall facilitate gap have set out on a mission to grow our business
assessment. whilst reducing our environmental footprint.
We are doing this by reducing GHG emissions
7. P8 (Inclusive Growth) : Businesses should promote in our factory operations, maintaining zero non-
inclusive growth and equitable development. hazardous waste to landfill, conserving water in
our own operations and incorporating sustainable
 P8 EI 1 requires disclosure on the details of Social packaging for our products. These initiatives,
Impact Assessments (SIA) of projects undertaken including sustainable sourcing of raw materials
by the entity based on applicable laws, in the extend into our value chain creating a win for all
current financial year. in the ecosystem.”
 Social Impact assessment relates to the  P 6 EI 5 requires disclosure about the air
Infrastructure Projects and should not emissions (other than GHG emissions) by the
be confused with CSR projects which are entity in a specified format.

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 P 6 EI 10 requires disclosure by the entity if it “In alignment with the Paris Agreement - 2015, we
has operations/offices in/around ecologically embraced the most important aspect of ‘Care for
sensitive areas (such as national parks, wildlife Environment and Planet’ and thus embarked on
sanctuaries, biosphere reserves, wetlands, a journey to halve greenhouse gas impact of our
biodiversity hotspots, forests, coastal regulation products across the lifecycle by 2030 and net zero
zones etc.) where environmental approvals emissions for all our products from sourcing to
/ clearances are required and whether the point of sale by 2039.
conditions specified in approvals have been
complied with. As on March 2023, the renewable energy
percentage (for both Electrical and Thermal
 Tata Steel has gone a step ahead and combined) is 93% for our own manufacturing
disclosed even about its operating sites/ sites.
facilities situated in Netherlands and UK
that are around ecologically sensitive areas. 100% of our electricity is from renewable sources
with a combination of solar/wind and IREC green
 P6 LI 5 further requires voluntary disclosure certification. We have started buying renewable
with respect to the ecologically sensitive areas energy through solar power plants and invested in
reported at EI 10 above, details of significant windmills to reduce the real time requirement of
direct & indirect impact of the entity on grid power.
biodiversity in such areas along-with prevention
We have also embarked on a journey to substitute
and remediation activities.
the fossil fuel requirement by green fuels and
 The Company needs to disclose the pollution already eliminated coal from our operations.
if any in water disposal from manufacturing We have introduced Biomass instead of Coal, Bio
operations in ecological sensitive fuel in place of Furnace Oil and High Speed Diesel
areas and preventive steps undertaken (HSD).
by it.
We have also adopted the usage of various
 P6 EI 6 requires disclosure of greenhouse gas energy saving projects, such as heat pumps,
emissions (Scope 1 and Scope 2 emissions) energy efficient motors, Variable Voltage
& its intensity, in the specified format- i.e. and Frequency Drive (VVFD) usage etc. to
emissions are from entity’s owned or controlled reduce the overall requirement of energy in the
assets. factories.
 Here the focus is on Climate change & We have significantly reduced our per tonne GHG
sustainability to enable the Company in emission by 97% and energy consumption by 44%
setting up sustainability goals, reduction in in our own manufacturing operations in FY 2022-
GHG emissions and better environmental 23 compared to 2008 baseline.”
performance.
 P6 EI 8 requires disclosure related to waste
 P6 EI 7 requires to disclosure if the entity has management by the entity, in the specified format
any project related to reducing Green House covering the following:
Gas emission and if Yes, then details to be
provided.  Total Waste generated – i.e Wastes- from
plastic, e-waste, biomedical, construction/
 HUL in its BRSR for FY 2022-23 have very demolition, battery, radio active, other
well disclosed as under: hazardous and non-hazardous wastes.

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 For each category of waste generated, total to break barriers to create next-generation
waste recovered through recycling, re-using products, processes, and packaging that address
or other recovery operations (in metric environmental challenges and delight our ever-
tonnes). evolving consumers.”
 For each category of waste generated, total  P2 EI 1 requires disclosure on the percentage of
waste disposed by incineration, landfilling R&D and capital expenditure (capex) investments in
and other disposal methods. specific technologies to improve the environmental
and social impacts of product and processes to total
 P6 EI 9 requires disclosure on the waste R&D and capex investments made by the entity,
management practices adopted by the entity, respectively.
strategy adopted to reduce usage of hazardous
and toxic chemicals in products and processes  This requires disclosure on R&D and capex only
and the practices adopted to manage such wastes. for environment or social impact related projects.
For example, if a Company is undertaking an
 While normal wastes can be used in any initiative to identify alternate solar as source of
appropriate way but hazardous wastes energy as their power consumption is high. So
require lot of care. any expenditure incurred on research conducted
for this and capex incurred on developing
 HUL has disclosed that their factories have alternate source of energy will be disclosed
identified innovative ways to reuse various here.
non-hazardous waste streams and maintain
the status of zero non-hazardous waste  HUL has made following disclosure in their
to landfills across their operations. They BRSR:
have achieved this by maximising the reuse
and recycling of all non-hazardous waste R&D related: During the year, we have undertaken
in environmentally friendly ways, such as various sustainability projects to increase energy
reusing jumbo bags, carbon cartons, and efficiency, water conservation, plastic reduction,
process waste, such as soap; reusing sludge social responsibility under PwD, reduction in salt
waste as boiler fuel; upcycling plastic; and and sugar in products and sustainable sourcing of
using food waste for animal feed. raw materials.
Capex related: During the year, we have
Additionally, their R&D teams are improving undertaken capital expenditure on various
materials selection and product design to sustainability projects to increase energy
reduce waste at the source. efficiency, eliminate coal usage in our operations,
installation of solar plant & windmills, water
 P 6 EI 12 requires Company to disclose the conservation & harvesting, and occupational
compliance with applicable environmental health & safety improvement programmes.
regulations in India; such as the Water
(Prevention and Control of Pollution) Act, Air  P2 EI 3 requires disclosure on the processes in place to
(Prevention and Control of Pollution) Act, safely reclaim your products for reusing, recycling and
Environment protection act and rules thereunder disposing at the end of life, for (a) Plastics (including
and if it is not compliant then the details of all packaging) (b) E-waste (c) Hazardous waste and (d)
such non-compliances are to be provided in a other waste.
specified format.
 ITC achieved Plastic Neutrality in FY 2021-
 The show-cause notices received by the 22 by implementing an integrated solid waste
Company need to be looked into for management programme that incorporates unique
disclosure under this point. and multi-dimensional initiatives including the
Company’s flagship waste management initiative
 It is to be noted that Pollution Control Board ‘ITC WOW – Well Being Out of Waste’. In FY
in India is now online and keeps track of 2022-23.
compliances by the Companies.
ITC has been recycling more than 99% of the solid
9. Principle 2: Businesses should provide goods and waste generated through its operations including
services in a manner that is sustainable and safe. plastic waste for more than a decade.

 HUL has very well disclosed this in their BRSR as  P2 EI 4 requires disclosure on whether Extended
under: Producer Responsibility (EPR) is applicable to the
entity’s activities- if yes, whether the waste collection
“Being pioneers and the largest player in Research plan is in line with the EPR plan submitted to Pollution
& Development in the Indian FMCG industry, Control Boards and if not, provide steps taken to
our global technologies’ led innovations continue address the same.

CHARTERED SECRETARY MAY 2024 | 63

ARTICLE BRSR : A Broad Overview

 This is for plastic related issues. If the Company preparedness and response are all part of strategy
uses Plastic then it must register itself under EPR. formulation.
 The Company using plastic need to either recycle Policymaking is a critical management task, with the
equivalent plastic used or buy plastic credit from Board responsible for ensuring policy adequacy and
certain approved agencies. The plastic credit appropriateness.
note so issued can be then given to the Pollution Compliance with external and internal policies requires
Control Board. monitoring and supervision.
 P2LI 1 requires voluntary disclosure if the entity Company Directors must be aware of various statutory,
conducted Life Cycle Perspective / Assessments (LCA) administrative, and other legally binding requirements
for any of its products (for manufacturing industry) or when carrying out their duties which calls for
for its services (for service industry) and if yes, details accountability when a code is violated.
in the specified format to be provided.
The Directors are often faced with the question, should
 P2 LI 2 requires voluntary disclosure on any significant they strive to achieve carbon neutrality at the cost of
social or environmental concerns and/or risks arising detriment to the financial profits? Or they should adopt
from production or disposal of your products / measures that enhance the firm profits as well as achieving
services, as identified in the Life Cycle Perspective total carbon neutrality? The latter definitely sounds
/ Assessments (LCA) or through any other means, challenging since it involves decision and balancing act
along-with action taken to mitigate the same. between Ideology and Economics.
 This disclosure covers significant concern It is becoming a norm in the boardroom to employ a
relating the Company’s products. For example in director who is well versed with the environmental and
case of Stovekraft if the hotplate is not disposable social causes.
then that concern needs to be mentioned at the
bottom/back of product itself. CONCLUSION
 P2 LI 3 requires voluntary disclosure on the percentage E stand for Extinction. Globally it is said that if the
of recycled or reused input material to total material Companies do not follow ESG guidelines by 2030 then
(by value) used in production (for manufacturing they are likely to face extinction.
industry) or providing services (for service industry). S in ESG also stands for Survival. If by 2027-28 the
Company doesn’t fall in line with ESG, then Board room
 A Company namely Stovekraft into kitchen
discussions will centre around Survival.
applicances / durables offers discount to
customers on buy-back of its own kettles wherein G in ESG also means Going Concern and if the Company
they recycle and reuse the plastic, aluminium & doesn’t adhere to governance, then by 2025 it can get into
other parts of the used kettle to make a new one. going concern problem as it may not get further business.
 United Breweries reused its own used glass The Paris Agreement is a legally binding international
bottles containing its registered trademark. treaty on climate change, adopted by 196 Parties at
the UN Climate Change Conference (COP21) in Paris
 P2 LI 5 requires voluntary disclosure on the reclaimed on 12 December 2015. Its overarching goal is to hold
products and their packaging materials (as percentage “the increase in the global average temperature to well
of products sold) for each product category. below 2°C above pre-industrial levels” and pursue efforts
“to limit the temperature increase to 1.5°C above pre-
 United Breweries recycled > 95% of Beer Glass industrial levels.” To limit global warming to 1.5°C,
bottles out of which 60% were reclaimed by the greenhouse gas emissions must peak before 2025 at the
Company and balance 35% recycled in market for latest and decline 43% by 2030.
making glass. The Company also recycled > 95%
Beer cans. Thus, the time is limited for the ESG issues to be
addressed and therefore the Corporates need to be highly
BOARD’S RESPONSIBILITIES conscious about sustainability and focus from mere profit
orientation to Profit, People and Planet. The Sustainable
With increasing buzz on ESG, the Boards are changing business creates values for investors, customers, host
focus to “Doing the Right Thing(s)”. communities and environment by operating at the
intersection of Profit, People and Planet.
The chief board responsibilities include strategy
formulation, policymaking, monitoring and supervising, REFERENCES:
and accountability.
**References have been drawn from BRSR reports for
Environmental, safety, and social issues such as FY2022-23 of Hindustan Unilever Ltd(HUL), ITC Ltd,
stakeholder engagement, risk assessment and Wipro Ltd, Asian Paints Ltd, Tata Steel Ltd, TCS Ltd and
management, community development, and emergency also from the learnings out of ESG course.  CS

64 | MAY 2024 CHARTERED SECRETARY

Viksit Bharat Going Global: Paradigm Shift in

ARTICLE
Landscape of ESG & BRSR and Changing Role
of Company Secretaries
The plan VIKSIT BHARAT was announced by the Hon'able Finance Minister Smt. Nirmala
Sitharaman during the release of the interim budget 2024. India was positioned in its centenary
2047, as a developed economy, equipped with industries of demand to meet the more than the
domestic needs in a frame of another 25 years. The growth in all sectors be it steel, insurance,
pharmaceutical, automobiles, airlines, education, tourism and hospitality and above all, the
blueprints of digitization should be embraced to reap the benefits of fully developed nation.

growth in priority sectors and on-priority sector, with

predominance in the priority sector. Efforts were made
to strengthen the “Modi Kavach of social justice” which
emphasizes on the development of stress-free, poverty
free facilities for admi all around. The country with its
new tagline of “Highest populated country in the world”
became a hotspot of challenge for its inclusive growth.
Time came for introducing the topographical change in
the existing demographics of the country. The country
CS K S Parameswara Kumar, ACS presently owning the status of the fifth largest world
Chief Manager (Finance), economy can climb up the ladder to touch the heavenly
Hindustan Aeronautics Limited, Bengaluru planned success point of third largest world economy on
[email protected] or before 2047 or even improving towards the LARGEST
economy of the world and for which dreams should come
true. Modi 3.0 will leave no stone unturned to transform
the nation from a thickly populated-thinly rich country
to thickly populated and thickly rich nation. (livemint.
com, 2024)
Glimpses of schemes:
Ayushman scheme, 80% discounts on medicines, PM
Samman Nidhi scheme for farmers, houses for the poor,
improved water connections, building of restrooms are
Dr. Nabanita Ghosh some of the schemes to alleviate the poverty and induce
better ways of living for all.
Asst. Prof., Christ University, Bangalore
[email protected] At the backdrop:

In the words of Swami Vivekananda, “To make a great Taking a look back, it is the nostalgia that hunts into the
future India, the whole secret lies in organization, varied spectrum of Indian development and snippets of
accumulation of power, co-ordination of wills”. those are captured below in a tabular fashion:

INTRODUCTION Table below shows the development of India since its

V
inception
IKSIT BHARAT @2047 is a notable
initiative taken by the Government of India Year Name of the milestone
with a wholesome objective of transforming 1700 India contributed 22.6% to the world economy.
the nation in its centenary into a developed
nation with all pervasive awareness and 1852 Contribution became only 3.8%.
sowing of the seeds started minorly in the past and 1947 The then first Finance Minister RK Shanmukham
the present takes the pride for its remarkable strategic Chetty exerted importance of starting up the
actions. India, primarily an agricultural country has its private sector entities and also pave the way for the
footprints in every sphere of its development since its beginning of the industrialization for substituting
inception and the present bell is ringing for its inclusive the imports.

CHARTERED SECRETARY MAY 2024 | 65

ARTICLE Viksit Bharat Going Global: Paradigm Shift in Landscape of ESG & BRSR and Changing Role of Company Secretaries

1965 Mark of the era of Green Farming Revolution. Under 2022 Improvement spree: The signature of improvement
the leadership of Lal Bahadur Shastri and under the coupled with the hopes and plans, newer initiatives
supervision of M S Swaminathan the country, made and aiming to touch the most coveted 5 trillion dollar
major movements in re shaping the agriculture Economy gained consciousness and thus arose the
with prominence in high yielding variety of seeds, need to substantiate the VIKSIT BHARAT journey.
improved agricultural tools. Spectacular growth in
farmers’ income was observed. MARCH TOWARDS VIKSIT BHARAT
1969 Nationalization of banks took place. To look after
The plan VIKSIT BHARAT was announced by the
the welfare of the nation and for rejuvenating the
ailing financial system 14 banks were nationalized Hon'able Finance Minister Smt. Nirmala Sitharaman
and that made the GDP to rise up to ` 5844.8 crores. during the release of the interim budget 2024. India
was positioned in its centenary 2047, as a developed
1980 Restrictions were lifted up and the need for the economy, equipped with industries of demand to meet
privatization was duly felt to fit the requirement of the more than the domestic needs in a frame of another
the vast population. 25 years. The growth in all sectors be it steel, insurance,
19 81- Sound economic growth at a rate of 7.5% annually pharmaceutical, automobiles, airlines, education,
1990 and the thrust in growth momentum continued tourism and hospitality and above all, the blueprints of
in the name of performing economy. Population digitization should be embraced to reap the benefits of
growth was arrested though not free from criticisms. fully developed nation. (Jain & Mishra, 2024)
19 91- Stamped as an era of License Raj and also
Table below shows the sector specific strategic plans:
2007 augmented the boisterous implementation of LPG
in the regime of the PM Chandrashekhar. The
period was well known for the fiscal troughs and Name of Initiatives taken
the change management started in the hands of the sector
the then Finance minister Manmohan Singh with Fiscal and Reduction of fiscal deficit from 5.9% to 5.1%
a simultaneous change in the prime ministership to tax laws in FY 2025, curb in the market borrowings,
P.V. Narasimha Rao. strategic investment plans to act as a catalyst
for the economic growth. A projected GDP
Further, the period gained recognition for getting growth rate of 14% though sounds a bit lofty
more avenues in earning, increased employment but set the tone for the honourable marchpast
opportunities, soaring investments. This period for the Atmanirbhar Bharat.
also earned the name “Silicon-valley of India” for
Bangalore as the companies mushroomed around Tourism & With an objective of bringing the unexplored
the corners of the city. Hospitality and hidden areas into the main stream of
revenue generation, India allocated for a sum
2008 LPG led growth took a down turn and India faced the of ` 75000 crores of interest free loan for the
burning sensation in the curves of unemployment, tour operators and developers to stimulate the
dropped growth rates. Golden peacock IT Hub industry and to harness its growth which was
retrenched 5 lakhs employees, automobile sector doomed during the black days of the Covid 19.
cut down close to 4.79% employees, textile
industries by 1.29% and jewellery industries by Airlines To align with international benchmarks and
11.9%. This post Millenium period became a major industry to gain the remarkable heights in the Global
wake up call for India and they realized their over Competitive Index (GCI) Government made
dependence on foreign inflows and that triggered humungous plans of launching almost 517
the need to jump start the industrialization at a new routes which will not only propel the
rapid rate. ease and convenience in air-travel but will
also anchor the economic development of the
2016 Demonetization: The period is known for the nation.
paralysis in the Indian economy for a short while.
PM Narendra Modi’s first ever effort to curb the Railways To facilitate the smooth transition of goods
circulation of black money in the system was the Industry and services across the nation, to ease out
talk of the town and transforming the nation into the trouble of congested high-density routes,
a digitized economy with negligible to zero cash Government aimed at transforming 40000
transactions faced mixed responses from diverse standard train carriages to high-speed Vande
mob. Bharat.
Agriculture Plan to restore sustainability in the agriculture
The period was a curse as the initial appraisal of the
of the nation by establishing Integrated
initiative of cleaner economy highlighted that 99%
Aquaparks, in addition to streamlining of the
money turned white as the tangibility lacked.
waste management, initiatives being thought
2020- Pandemic period: The nation lost its money, honey of in the name of NANO-DAP, Atmanirbhar
2021 and humans all together. Industries fell down, Oilseeds Abhiyaan, dairy development,
job losses became rampant, India experienced a disease control under Pradhan Mantri
V shaped growth trajectory with the onset and Sampada Yojana embossed a holistic approach
continuance of Covid-19. in the upkeeping of the agrarian economy.

66 | MAY 2024 CHARTERED SECRETARY

 Viksit Bharat Going Global: Paradigm Shift in Landscape of ESG & BRSR and Changing Role of Company Secretaries

ARTICLE
Healthcare Inauguration of Ayushman Bharat Scheme,
Saksham Anganwadi and Poshan 2.0 in
this healthcare units caught the attention
of the mass as it is expected to foster the The plan towards the dream “developed
well-being across diverse segments of the economy” would be possible with the measures
population. of trimming down the adversities in climate
Housing Promises to build houses for the poor and changes. Prosperity of a nation also rests
shelter-less is a spectacular move where 2 on the possibility of reaching to or close to
crores of houses under the scheme of Aavas net zero level which in a densely populated
Yojna was initiated. On the other hand, country is a utopian proposition, however the
Smart Cities Mission with the blessings of
the technology quadrupled the probability genuine attempts can be made towards carbon
of a developed smart city with greener and reduction by instilling the escalation of the use
sustainable approaches in a daily din and of the electric vehicles, make a better use of
bustle centric life. circular economy coupled with the smarter and
greener digital applications.
The plan towards the dream “developed economy” would
be possible with the measures of trimming down the
adversities in climate changes. Prosperity of a nation
also rests on the possibility of reaching to or close to
net zero level which in a densely populated country is difficult, however the attempts would not fall short to
a utopian proposition, however the genuine attempts materialize the dream of the climate summits. With the
can be made towards carbon reduction by instilling restructuring of the banks, financial systems and with
the escalation of the use of the electric vehicles, make a the upcoming implementation of the Expected Credit
better use of circular economy coupled with the smarter Loss technique the proactive measures would fall in place
and greener digital applications. Going global would and expected to arrest the anomaly of the toxicity of the
become bleak if the judicious application of technology is banking assets to a large extent. With rise in the MSMEs,
unmet. In the field of profession, impact would be largely venture capitalists and other start-ups the seeds capital
visible. A self-reliant Indian economy while resting requirement can be met by the financial institutions
on its pure efforts of indigenous industries would also and the veracity of the truthfulness of their solvency
finds its glorious outcome on the professional fronts. and realistic capability of paying the returns to the
Development of industries would bring a tremendous loan providers can be vetted by the CMAs by verifying
impact on the demand of the Cost and Management their product line, product structure, production phase
Accountants in the upcoming days as they nurture and existing and proposed cost structure. Likewise,
the manufacture of goods and services with their the involvements of the professionals would be wide
professional exuberance. Restricted imports would together with marching towards the VIKSIT BHARAT
obviate the rate of industrialization to increase and thus plan. Tangibility of the plan would be best understood
the surge in the requirement of the CMAs would become if the nation by the blessings of Almighty does not
fourfold. get crippled by the attack of any unknown tremors of
The journey from 1959 till date and onwards are equipped pandemic or endemic moves and can succeed in all
with the learnings of digital audit, use of real time data its endeavours by adopting apt regulatory measures,
analytics, cloud-based solutions, predictive cost models political stability, smooth continuation of “Ease of doing
to avoid the procrastination of strategic decisions, business”.
customization of costing solutions and adoption of ESG
model aligning with SDG agendas. CMAs are the model CORPORATE GOVERNANCE AND ESG: ITS
setters for the cost control, cost monitoring and cost LANDSCAPE IN PAST, PRESENT AND @ 2047
management and the same can be programmed by virtue of
the utilization of collaborative techno-based tools namely The landmark of 1970s in US reminds the emergence
Artificial Intelligence (AI), Machine Learning (ML) and of corporate governance which off late penetrated into
so on but the truth remains that technology can surpass the Indian corporate system slowly and silently. The
the traditional knowledge or ignorance of applicants but policy of corporate governance became sound when the
can’t replace the professional or accountants. Since 2020, economic downfalls, large scale business scandals rose
the estimated departure of the professionals: accountants high. Intermittent and interrupted growth was observed
and auditors are being noticed and there arose the dearth due to the fiscal conservatives and proponents of laissez
of trained professionals. Understanding “No code or Low faire economics. Securities Exchange Commission, the
code tech” will enable the professionals to pursue their country’s market watchdog initiated the development
work without the intervention of the developer. Due to of the concept of Corporate Governance in US after
the episode of climate change the devastation is looming the stock market crash of 1929 and Great Depression
large and would majorly impact the developing and of 1930s. Apart from US, UK too understood the nitty
underdeveloped countries with substantial growth in gritty of the term corporate governance. UK was the first
population. Net zero carbon though aimed but sounds country to bring into force the corporate governance

CHARTERED SECRETARY MAY 2024 | 67

ARTICLE Viksit Bharat Going Global: Paradigm Shift in Landscape of ESG & BRSR and Changing Role of Company Secretaries

code which was imitated by many other countries later. ESG at present is not a niche concept but the a much-
In 1990s Cadbury Report was prepared which contained needed framework to implement for a better and
a set of new rules. conscious global economy. All business units are trying
their level best to adopt the technique. Contributing to
The evolution of corporate governance is a testament the organization is a must but for a successful survival
to the changing landscape of stakeholders’ dreams, it is imperative to think about the world around us for
societal rules and business regulatory practices. peaceful co-existence. ESG in today’s is embracing
Institutional changes ushered in an era where corporate circular economy, an exploratory initiative.
governance got configured more robustly. The necessity
of corporate governance is felt by many today. If a AUGMENTATION OF BUSINESS
country has to flourish demonstrating its intensified RESPONSIBILITY AND SUSTAINABILITY
growth in industrialization, rising GDP rate, enhanced
usage of modern day’s technology, magnified financial ESG at REPORTING
present (BRSR):
is not a niche concept but theAa much-needed
REPORTING framework to implement for a
better and conscious global economy. All business units are trying their level best to adopt the
and non-financial services then ethical performancetechnique.
of SOFTWARE
Contributing to the organization is a must but for a successful survival it is
the companies and firms become the central pointimperative
of to think about the world around us for peaceful co-existence. ESG in today‟s is
attraction and the same can be fulfilled by instillingembracing
the ESG compliance is becoming more mandatory and
circular economy, an exploratory initiative.
spirits of true corporate governance. Examples of Augmentation
the therefore it is gradually looming large but to capture
its of Business
actual Responsibility and
implementation, it isSustainability
SEBI, onReporting
February (BRSR): A
few renowned companies whose vitalities got slackened reporting 2023
softwarein a conceptual paper on ESG released BRSR
are as follows: 2002: WorldCom, 2014: TESCO, 2019: ESG compliance is becoming more mandatory and therefore it is gradually looming large but
We Work. The wrongs that took place in the above- to capture framework, a mandate
its actual implementation, for on
it is SEBI, theFebruary
listed2023
companies to paper on
in a conceptual
mentioned companies highlighted the need for the ESG disclose
released BRSR and declare
framework, a their
mandate ESG
for the related
listed inputs.
companies to It was
disclose and declare
upkeeping and improvement of corporate governance. their ESG appended
related as
inputs. an
It annexure
was appended 1asinanthe consultation
annexure 1 in the paper as
consultation paper as
“BRSR Core”
Today’s corporate governance constitutes major concerns “BRSR Core”
that extends beyond financial scams and shareholders’ Following is the format of BRSR which outlines the segments to be considered for reporting
Following is the format of BRSR which outlines the
interests. segments to be considered for reporting
The present landscape of corporate governance is
dominated by the intertwined blessings and curse
of technology which emphasize on the art of the
balancing the Environmental, Social and Governance
(ESG) aspects. The companies need to produce better
and improved transparency and must exhibit the
commitment for successful, competitive and social
survival in the business world. Diversity and inclusion
by reducing the carbon footprints became the linchpin
of today’s corporate governance strategies. The rise of
ESG brings in a more holistic approach to corporate
Governance which focusses on the non-financial Overview of category-wise BRSR disclosures is provided
aspects. below:
Overview of category-wise BRSR disclosures is provided below:
General Disclosures (SectionManagement and Process Principle-Wise Performance
68 | MAY 2024 A) Disclosures (Section B) CHARTERED SECRETARY
Disclosures (Section C)
BRSR lays specific emphasis on BRSR requires specific
Information about the reporting
the role of corporate governance disclosures under all the nine
entity, including details with
 Viksit Bharat Going Global: Paradigm Shift in Landscape of ESG & BRSR and Changing Role of Company Secretaries

ARTICLE
Management and Process Disclosures Principle-Wise Performance
General Disclosures (Section A)
(Section B) Disclosures (Section C)
Information about the reporting BRSR lays specific emphasis on the role of BRSR requires specific disclosures
entity, including details with respect corporate governance in achieving sustainable under all the nine principles of the
to: goals. NGRBC. Entities are required to
provide quantitative data points, as
(i) Business activities, products, and Accordingly, under Section B, companies are
well as qualitative responses (where
services. required to disclose information on policies
the issues are more subjective), in the
and processes relating to the nine NGRBC
(ii) Operations, contribution of manner prescribed by SEBI.
principles concerning leadership, governance,
exports, customers. and stakeholder engagement. Disclosures under Section C have
(iii) Employees, including in respect been categorized as essential
The company may voluntarily disclose if it
of differently abled persons, indicators (mandatory) and
has any specific commitment, goal, or target
representation of women, and leadership indicators (voluntary).
against any of the NGRBC principles along
turnover rate of employees. with the expected outcome of these goals, as Disclosures under the leadership
(iv) Group companies. well as the timelines for the achievement of category are expected to be
such goals; the entities (group companies, joint transitioned into disclosures under
(v) Corporate Social Responsibility. ventures, value chain partners) covered, along the essential category by the next
with nature of these goals if they are legally cycle of review.
(vi) Complaints received from
mandatory or voluntary.
stakeholders on any of the nine It is suggested that entities may
NGRBC principles and grievance Furthermore, a statement from the Director treat voluntary disclosures as a
redressal mechanism in place (if who is responsible for preparation of the report pathway to transitioning to a more
any) is required to be included, highlighting the comprehensive disclosure regime in
relevance of sustainability to such company. In the future.
As part of the general disclosures, addition, the seniority or the authority of the
companies are also required to member responsible for implementation and Disclosures in respect of essential
disclose responsible business conduct oversight of ESG-related policies also need to indicators broadly relate to matters
and sustainability related issues which be disclosed. of corporate governance, human
materially pertain to environmental resources, environment and
and social matters – especially those In sum, the purpose of disclosures under this sustainability, and stakeholders and
that present a risk or an opportunity section is to understand whether the company public policy.
to the business along with its positive has the necessary foundation in place that will
or negative impacts. In cases of any enable responsible business conduct.
risk, the measures taken to ensure
mitigation of such risks are also
required to be mandatorily disclosed.
Source:https://www.mondaq.com/india/corporate-governance/1305828/navigating-brsr-concerns-and-opportunitiesource

ROAD AHEAD IN CORPORATE GOVERNANCE  Drawing the attention of the investors,

AND ROLE OF COMPANY SECRETARY  Practising innovation and creativity,
 Managing costs.
The future rests on the ability to embed the digital tactics,
artificial intelligence, big data analytics to strengthen the The above areas where the Company Secretaries venture
decision making and compliance procedures in the entities. into for efficient management of the organizational
Efforts to be made to bridge the gap between emerging administration are also not free from deficiencies. Such
societal expectation due to mammoth growth in population, deficiencies are:
industrialization and economy and the ability and attitude  Scarcity of resources,
to deliver towards the requirement. The interplay of human
intelligence and expertise and technological invention  Resistance to change,
makes things broader and deeper.  Lack of standardized ESG reporting framework,
The Company Secretary, who plays a pivotal role in the  Non willingness to work for,
governance of corporate is being heavily tasked with the  Lack of coordination and cooperation among the
responsibilities of handling the dynamic landscapes of ESG departments in the organization.
principles and practices and in addition BRSR. The Company Company Secretaries need to implement the following
Secretaries besides managing the aspects of environment methods to arrest the above issues.
and social agendas also look into the Governance matter as
“G” in the corporate governance is the forte of the Company  Advocacy for ESG within the organization by spreading
Secretaries. By virtue of ruling the ESG goals, the present awareness all around.
Secretaries of the companies play multi-dimensional roles  Collaborate with all other departments to establish a
as outlined below: sync with the functions performed.
 Reputation building,  Stay informed about latest ESG developments and
 Risk management, practices.

CHARTERED SECRETARY MAY 2024 | 69

ARTICLE Viksit Bharat Going Global: Paradigm Shift in Landscape of ESG & BRSR and Changing Role of Company Secretaries

ROLE OF COMPANY SECRETARY IN CONCLUSION

COMPLIANCE By embracing the new waves of corporate governance,
The Company Secretaries must be aware of the latest ESG Company Secretaries can make a substantial impact by
requirements so as to keep the company of theirs indomitable virtue of the performance in the organizations. They can
in terms of compliance. The reporting frameworks are foster innovation all around and can also make a significant
broadly divided into two, namely Global ESG reporting contribution in the future India @ 2047 by understanding
framework and mandatory reporting framework. the nuances of the ESG framework, BRSR compliance
procedure, technological shift in the administration of the
The Viksit Bharat @ 2047 embarks on the need of maintaining system.
the apt transparency, true compliance and adequate self-
dependent industrialization. For a successful business “No matter how complex global problems may seem, it is
development, societal norm to be followed and need to be we ourselves who have given rise to them. They cannot be
captured in the form of ESG reporting framework and the beyond our power to resolve.” - Daisaku Ikeda
some of them are: Global Reporting Initiative (GRI), Task
Force on Climate-related Financial Disclosures (TCFD), REFERENCES:
Sustainability Accounting Standards Board (SASB) and
BRSR. Company Secretaries have the expertise to customize i. Evolution of Indian Economy: 7 Major Highlights
the reporting framework based on a need-based analysis. (1947-2022 www.gripinvest.in/blog/evolution-indian-
Some of the ESG reporting have become a mandate for economy.
companies. Such reporting frameworks are Global Reporting ii. Ideas for the Vision Viksit Bharat@2047. (2024):
Initiative (GRI), the Task Force on Climate-related Financial innovateindia.mygov.in/viksitbharat2047/
Disclosures (TCFD), the Sustainability Accounting Standards
Board (SASB) and Business Responsibility and Sustainability iii. Jain& Mishra. (2024). Modinomics 3.0: A visionary
Reporting (BRSR). Company Secretaries need to observe budget towards Viksit Bharat@2047: government.
and work closely with the Board and Executive leaders so economictimes.indiatimes.com/blog/modinomics-3-0-a-
that can align ESG goals with the mission and vision of the visionary-budget-towards-viksit-bharat2047/107550683.
company. Company Secretary will be playing a pivotal role in
iv. Michael Higgins. (2021). The Future of Accounting: How
ensuring the compliance of BRSR core (applicable for to listed
Will Digital Transformation Impact Accountants? www.
250 companies) and BRSR lite (non-mandatory disclosure
forbes.com/sites/forbestechcouncil/2021/05/19/the-
requirement for small and unlisted companies) future-of-accounting-how-will-digital-transformation-
impact-accountants/?sh=260772f553fb.
FUTURE ROLE OF COMPANY SECRETARIES
IN LINE WITH THE DIFFUSION OF ESG AND v. PM launches ‘Viksit Bharat @2047: Voice of Youth’.
(2023). /www.pmindia.gov.in/en/news_updates/pm-
MAINTAIN BRSR IN THE LANDSCAPE launches-viksit-bharat-2047-voice-of-youth/
 The future landscape of corporate governance rests on vi. S&R Associates .(2023).ht tps://www.mondaq.com/
the systematic and strategic handling of ESG reporting india/corporategovernance/1305828/navigating-brsr-
to ensure the accurate and transparent reporting. concerns-and-opportunitiesource
 To facilitate the smooth reporting, the benefits of vii. Subash Narayan. (2024). Modi 3.0 will leave no stone
technology need to be reaped by adopting the suitable unturned to strengthen foundations of Viksit Bharat:
ESG software platforms. livemint.com.
 The Institute of Company Secretary of India has initiated
viii. The Evolution of Corporate Governance: From Past to
a course on ESG Analysis and therefore the Company
Present. (2024). www.talentorder.com/blogs/post/the-
Secretaries should keep themselves abreast with the
evolution-of-corporate-governance-from-past-to-present
latest ESG practices.
 The stakeholders’ queries and practice of ESG in the ix. The future of the accounting industry: 7 important trends
industries can be streamlined by the performing in 2024. (2024). karbonhq.com/resources/future-of-
Company Secretaries who can create the in-house accounting/
awareness for the employees and all concerned and in x. Vartika Rawat. (2024). Budget 2024: Working to make
turn that leads to better management of the firms. India a ‘Viksit Bharat’ by 2047, says Finance Minister.
 Since the regulatory norms are evolving all around, so https://cfo.economictimes.indiatimes.com/news/
Company Secretaries need to be informed about the new economy/union-budget-2024-we-are-working-to-make-
regulations and compliance. india-a-viksit-bharat-by-2047-fm/107317684

 Company Secretary will be instrumental in bridging xi. Viksit Bharat Going Global. (2024). Karnataka Summit,
the information gap between the key investors and Institute of Cost Accountants of India
management of the companies as the former might be xii. Wiersema, M., & Koo, H. (2022). Corporate governance
interested in assessing the company’s commitment to in today’s world: Looking back and an agenda for the
sustainability and the Company Secretary as a major future. Strategic Organization, 20(4), 786-796. https://
Board member can design the disclosure requirements,
doi.org/10.1177/14761270221115406
fulfilments of the same and thus can prove themselves as
a role model of governance and reporting mandates.  CS

70 | MAY 2024 CHARTERED SECRETARY

Corporate Governance and Sustainable

ARTICLE
Development in India – An ESG Perspective
Corporate Governance ensures that companies are managed efficiently and ethically, safeguarding
the interests of various stakeholders, including shareholders, employees, customers, and the
broader society. In India, where businesses often operate in diverse and complex environments,
robust corporate governance practices are essential for maintaining transparency, accountability,
and trust. Effective governance mechanisms help mitigate risks, prevent corporate misconduct,
and promote fair and equitable decision-making, ultimately contributing to investor confidence and
market stability.

impact, mitigate environmental degradation, and create

value over the long term. However, the significance of
corporate governance and sustainable development in
India extends beyond business success to broader societal
well-being. These principles not only enhance corporate
resilience and competitiveness but also contribute to the
achievement of national development goals, including
poverty alleviation, inclusive growth, and environmental
conservation. Moreover, in an increasingly interconnected
global economy, adherence to high standards of
Jyothi G H corporate governance and sustainability is essential for
Assistant Professor, Department of MBA attracting foreign investment, fostering innovation, and
PES Institute of Technology and Management maintaining India’s reputation as a responsible global
Shivamogga, Karnataka player.
[email protected]
With the above twin objectives, corporate governance
and sustainable development serve as pillars of India’s
INTRODUCTION economic growth and social progress, promoting

C
ethical conduct, environmental stewardship, and
orporate governance and sustainable inclusive prosperity. Embracing these principles is
development are integral components not only a business imperative but also a moral and
of India’s economic and social progress, strategic imperative for India’s sustainable development
playing crucial roles in shaping the nation’s journey.
business landscape and fostering long-term
prosperity. Corporate governance ensures that companies GOVERNMENT’S STAND AND STATUS
are managed efficiently and ethically, safeguarding the TOWARDS ESG FRAMEWORK
interests of various stakeholders, including shareholders,
employees, customers, and the broader society. In India, The Indian government has increasingly recognized the
where businesses often operate in diverse and complex importance of Environmental, Social, and Governance
environments, robust corporate governance practices are (ESG) factors in driving sustainable development and
essential for maintaining transparency, accountability, fostering responsible corporate behavior. While India
and trust. Effective governance mechanisms help mitigate has made significant strides in economic growth and
risks, prevent corporate misconduct, and promote fair development, it faces numerous environmental, social,
and equitable decision-making, ultimately contributing to and governance challenges that require concerted efforts
investor confidence and market stability. from both the public and private sectors.

Sustainable development, on the other hand, emphasizes 1. Regulatory Framework and Policy Initiatives:
the responsible use of resources to meet present The Securities and Exchange Board of India (SEBI),
needs without compromising the ability of future India’s capital markets regulator, has been at the
generations to meet their own needs. In India, with its forefront of promoting ESG disclosure and reporting
vast population and diverse ecosystems, sustainable among listed companies. SEBI introduced the
development is imperative for addressing socio-economic Business Responsibility and Sustainability Reporting
challenges, reducing inequality, and safeguarding (BRSR) framework, requiring the top 1,000 listed
environmental health. By integrating environmental, companies to disclose their ESG performance.
social, and governance (ESG) considerations into their Similarly, the Ministry of Corporate Affairs (MCA)
operations, Indian businesses can drive positive social has also mandated certain ESG-related disclosures

CHARTERED SECRETARY MAY 2024 | 71

ARTICLE Corporate Governance and Sustainable Development in India – An ESG Perspective

under the Companies Act, emphasizing the need for SUSTAINABLE DEVELOPMENT GOALS
companies to consider ESG factors in their decision- (SDGs) AND ESG INTEGRATION – HOW?
making processes and business strategies. Even, the
Reserve Bank of India (RBI) has incorporated ESG ESG factors, encompassing Environmental, Social,
principles into its banking regulations, encouraging and Governance considerations, align closely with the
banks to integrate ESG considerations into their risk Sustainable Development Goals (SDGs) set forth by the
management frameworks and lending practices. United Nations. Some of the factors motivates how ESG
framework and SDGs intersect.
2. Green Initiatives and Environmental Policies:
The Indian government has launched several I. Environmental Factors and SDGs: Environmental
green initiatives and policies aimed at addressing factors within the ESG framework correspond to several
environmental challenges and promoting sustainable SDGs related to environmental sustainability, such as:
practices. This includes initiatives such as the National a) SDG 6 (Clean Water and Sanitation): ESG factors
Action Plan on Climate Change (NAPCC), the related to water management, pollution control, and
National Clean Air Program (NCAP), and the Swachh conservation align with efforts to ensure access to
Bharat Abhiyan (Clean India Mission). India has also clean water and sanitation for all.
committed to achieving its Nationally Determined
Contributions (NDCs) under the Paris Agreement, b) SDG 7 (Affordable and Clean Energy): ESG
which include targets for reducing greenhouse gas criteria focused on renewable energy adoption,
emissions, increasing renewable energy capacity, and energy efficiency, and carbon emissions reduction
enhancing climate resilience. contribute to the goal of ensuring access to
affordable, reliable, sustainable, and modern energy
3. Social Welfare Programs and Inclusive for all.
Development: The Indian government has c) SDG 13 (Climate Action): ESG factors related to
implemented various social welfare programs climate risk assessment, greenhouse gas emissions
to promote inclusive development and address reduction, and adaptation measures support efforts
social inequalities. Programs such as the Mahatma to combat climate change and its impacts.
Gandhi National Rural Employment Guarantee
Act (MGNREGA), the National Rural Livelihoods II. Social Factors and SDGs: Social factors within the ESG
Mission (NRLM), and the Pradhan Mantri Jan Dhan framework are closely linked to SDGs addressing social
Yojana (PMJDY) aim to alleviate poverty, enhance development, equality, and well-being, including:
livelihood opportunities, and empower marginalized a) SDG 1 (No Poverty) and SDG 10 (Reduced
communities. Initiatives like the Beti Bachao Beti Inequalities): ESG factors related to fair wages,
Padhao (Save the Girl Child, Educate the Girl Child) labor rights, and social inclusion contribute to
campaign and the Swachh Bharat Mission (Clean poverty reduction and reducing inequalities within
India Mission) also focus on social issues such as and among countries.
gender equality, education, and sanitation.
b) SDG 3 (Good Health and Well-being) and SDG
4. Corporate Governance Reforms: The Indian 4 (Quality Education): ESG considerations related
government has undertaken various reforms to to workplace health and safety, employee wellness,
strengthen corporate governance practices and and access to education support goals for promoting
enhance transparency and accountability in health and education for all.
corporate entities. This includes amendments c) SDG 5 (Gender Equality): ESG factors promoting
to corporate laws, introduction of corporate diversity, gender parity, and inclusive workplace
governance codes, and establishment of regulatory practices align with efforts to achieve gender
bodies such as the National Financial Reporting equality and empower all women and girls.
Authority (NFRA) to oversee corporate compliance
and governance standards. Efforts have also been III. Governance Factors and SDGs: Governance factors
made to enhance board diversity, improve audit within the ESG framework are instrumental in
quality, and address related-party transactions to achieving SDGs related to accountable and transparent
mitigate governance risks and protect shareholder institutions, including:
interests. a) SDG 16 (Peace, Justice, and Strong Institutions):
ESG criteria emphasizing transparency, ethical
In the light of the above, the Indian government’s conduct, and anti-corruption measures contribute
stand towards the ESG framework reflects a growing to building effective, accountable, and inclusive
recognition of the importance of sustainability, social institutions at all levels.
responsibility, and good governance in driving inclusive
and sustainable development. Through regulatory b) SDG 17 (Partnerships for the Goals): Strong
reforms, policy initiatives, and green programs, India is governance practices, including stakeholder
striving to balance economic growth with environmental engagement, responsible business conduct, and
protection, social welfare, and ethical corporate practices, sustainable investment, facilitate partnerships for
thereby creating a more sustainable and resilient future achieving the SDGs and mobilizing resources for
for its citizens. sustainable development.

72 | MAY 2024 CHARTERED SECRETARY

 Corporate Governance and Sustainable Development in India – An ESG Perspective

ARTICLE
ROLE OF ESG PRINCIPLES IN CORPORATE
STRATEGIES FOR ACHIEVING
SUSTAINABLE DEVELOPMENT Corporate Governance and sustainable
ESG principles play a critical role in corporate strategies development serve as pillars of India’s economic
for achieving sustainable development by integrating growth and social progress, promoting
environmental, social, and governance considerations into ethical conduct, environmental stewardship,
business practices. and inclusive prosperity. Embracing these
1) Environmental Responsibility: ESG principles guide principles is not only a business imperative
companies to adopt environmentally sustainable but also a moral and strategic imperative for
practices, such as reducing carbon emissions, India’s sustainable development journey.
conserving resources, and minimizing pollution.
By incorporating environmental considerations
into corporate strategies, companies contribute to
mitigating climate change, preserving ecosystems, and
promoting sustainable resource management, thereby ESG GOALS AND INDIAN CORPORATE
supporting the environmental dimension of sustainable
development.
SECTOR – A FEW CHALLENGES/ISSUES
Indian companies encounter some challenges when
2) Social Impact: These principles emphasize the integrating ESG (Environmental, Social, and Governance)
importance of addressing social issues, including practices into their operations, stemming from factors
labor rights, human rights, diversity, and community such as regulatory complexities, resource constraints, and
engagement. Companies integrate social considerations cultural considerations. Some key challenges are:
into their strategies by promoting fair labor
practices, fostering workplace diversity and inclusion, 1) Regulatory Compliance: Compliance with ESG
supporting community development initiatives, and regulations can be challenging due to evolving and
ensuring product safety and quality. By prioritizing sometimes ambiguous regulatory frameworks. Indian
social impact, companies contribute to inclusive companies must navigate multiple regulatory bodies and
growth, poverty alleviation, and social cohesion, varying disclosure requirements, which can increase
advancing the social dimension of sustainable compliance costs and administrative burdens.
development.
2) Data Availability and Quality: Limited availability and
3) Governance Excellence: They promote transparent, reliability of ESG-related data pose significant challenges
accountable, and ethical governance practices within for Indian companies. Data collection processes may be
organizations. Companies strengthen governance fragmented, and standardized reporting mechanisms
frameworks by enhancing board diversity, improving risk may be lacking, making it difficult for companies to
management systems, ensuring regulatory compliance, measure and report their ESG performance accurately.
and combating corruption. Effective governance fosters
3) Resource Constraints: Many Indian companies,
trust, integrity, and responsible decision-making,
especially small and medium-sized enterprises (SMEs),
enabling companies to build long-term relationships
face resource constraints, including financial limitations
with stakeholders and create value sustainably, thus
and limited expertise in ESG management. Investing in
addressing the governance dimension of sustainable
ESG initiatives may require significant upfront costs,
development.
which could strain financial resources, particularly for
4) Risk Management and Resilience: Integrating ESG cash-strapped companies.
principles into corporate strategies helps companies
4) Awareness and Capacity Building: There may be a lack
identify, assess, and mitigate risks associated with
of awareness and understanding of ESG principles among
environmental, social, and governance factors. By
Indian companies, particularly among smaller firms and
proactively managing ESG-related risks, companies
in sectors traditionally less focused on sustainability.
enhance their resilience to external shocks, regulatory
Building internal capacity and fostering a culture of ESG
changes, and market volatility, safeguarding long-term
awareness and accountability may require substantial
value creation and stakeholder trust.
time and effort.
5) Innovation and Competitive Advantage: ESG 5) Stakeholder Engagement: Effective stakeholder
integration stimulates innovation and drives competitive engagement is crucial for successful ESG integration,
advantage by encouraging companies to develop but companies may struggle to engage with diverse
sustainable products, services, and business models. By stakeholders, including investors, customers, employees,
aligning corporate strategies with sustainability goals, suppliers, and local communities. Developing
companies identify new market opportunities, anticipate meaningful and transparent communication channels
evolving consumer preferences, and differentiate with stakeholders requires dedicated resources and
themselves from competitors. ESG-driven innovation commitment.
fosters business resilience, enhances brand reputation,
and positions companies for long-term success in a 6) Supply Chain Management: Managing ESG risks and
rapidly changing global landscape. opportunities across complex supply chains presents

CHARTERED SECRETARY MAY 2024 | 73

ARTICLE Corporate Governance and Sustainable Development in India – An ESG Perspective

challenges for Indian companies, particularly in sectors

with extensive supplier networks. Ensuring ethical
sourcing, labor standards, and environmental practices
throughout the supply chain requires collaboration and
coordination with suppliers, which may be difficult to
achieve.
7) Cultural and Societal Factors: Cultural norms,
societal expectations, and historical practices can
influence companies’ attitudes towards ESG integration.
Traditional business practices and a focus on short-
term profitability may hinder the adoption of long-term
sustainability goals, requiring a shift in mindset and
corporate culture.
8) Measuring Impact and ROI: Demonstrating the the diverse interests and expectations of stakeholders.
tangible benefits and return on investment (ROI) of ESG Enhanced stakeholder engagement processes will foster
initiatives can be challenging, particularly in the short transparency, build trust, and enable companies to
term. Companies may struggle to quantify the financial identify emerging ESG risks and opportunities.
value of intangible ESG outcomes, such as reputation
enhancement, employee satisfaction, and risk mitigation. 7) Indian companies will increasingly align their business
strategies with the Sustainable Development Goals
CORPORATE GOVERNANCE AND (SDGs) to contribute to national development priorities
and global sustainability objectives. Companies will
SUSTAINABLE DEVELOPMENT IN INDIA – identify SDGs relevant to their operations and integrate
A FUTURE AHEAD them into their core business strategies, products, and
services.
1) Indian companies will increasingly recognize the
importance of ESG factors in driving long-term value 8) There will be a cultural shift towards sustainability, with
creation and stakeholder trust. There will be a greater consumers, employees, and investors placing greater
emphasis on integrating ESG considerations into importance on ethical and sustainable business practices.
corporate strategies, decision-making processes, and Companies that demonstrate a genuine commitment
reporting frameworks to align with global best practices to ESG principles will gain competitive advantages in
and investor expectations. attracting and retaining talent, customers, and investors.
2) The regulatory landscape governing corporate governance
and sustainability in India will continue to evolve, CONCLUSION
with policymakers introducing stricter regulations and ESG integration is paramount for fostering long-term
disclosure requirements. This may include mandating value creation and societal well-being. By prioritizing
ESG reporting for a broader set of companies, enhancing environmental stewardship, social responsibility, and
board diversity norms, and strengthening enforcement ethical governance, companies can mitigate risks, enhance
mechanisms to ensure compliance. reputation, and drive innovation. This not only generates
3) Sustainable finance instruments, such as green bonds, sustainable financial returns but also contributes to a more
social bonds, and sustainability-linked loans, will gain equitable, resilient, and prosperous society. ESG integration
traction in India’s financial markets. Investors will is not just a business imperative but a moral obligation,
increasingly allocate capital to companies with strong ensuring that companies thrive while positively impacting
ESG performance, driving demand for ESG-related the planet and communities they serve.
financial products and services.
REFERENCES:
4) Technological innovations, such as artificial intelligence,
blockchain, and big data analytics, will play a significant i. Sharma, P., Panday, P., & Dangwal, R. C. (2020).
role in advancing corporate governance and sustainability Determinants of environmental, social and corporate
practices in India. Companies will leverage technology governance (ESG) disclosure: a study of Indian
to enhance transparency, traceability, and accountability companies. International Journal of Disclosure and
across their operations, improving ESG performance Governance, 17(4), 208-217.
and risk management. ii. Singhania, M., & Saini, N. (2023). Institutional framework
5) Collaborative initiatives between government, industry, of ESG disclosures: comparative analysis of developed
civil society, and academia will emerge to address and developing countries. Journal of Sustainable Finance
complex sustainability challenges facing India. Public- & Investment, 13(1), 516-559.
private partnerships will play a crucial role in driving iii. Chelawat, H., & Trivedi, I. V. (2016). The business value of
collective action on issues such as climate change, social ESG performance: The Indian context. Asian journal of
inequality, and environmental conservation. business ethics, 5(1), 195-210.
6) Companies will place a greater emphasis on stakeholder iv. https://www.worldbank.org/en/topic/sustainabledevel-
engagement and dialogue to understand and address opment/overview CS

74 | MAY 2024 CHARTERED SECRETARY

Infusing Impact Leadership Among ESG

ARTICLE
Professionals - Need of the Hour
Impact leadership is an essential force in driving meaningful change within the realm of
Environmental, Social, and Governance (ESG) practices. As industries and societies grapple with
complex sustainability challenges, infusing impact leadership among ESG professionals is not
merely beneficial—it’s paramount. Impact leaders play a crucial role as change agents who have
the ability to transform sensitization around vital issues into actionable empowerment. These
leaders are adept at navigating the nuances of social, environmental, and corporate governance,
turning awareness and concern into strategic initiatives that galvanize change.

impact leadership among ESG professionals is not merely

beneficial—it’s paramount. Impact leaders play a crucial
role as change agents who have the ability to transform
sensitization around vital issues into actionable
empowerment. These leaders are adept at navigating
the nuances of social, environmental, and corporate
governance, turning awareness and concern into strategic
initiatives that galvanize change. By embodying the
principles of responsible leadership, they inspire others
and build a culture that values the long-term health of
Katie Cook our planet and its inhabitants over short-term gains. Such
President – ESG and Inclusion & Diversity leaders are instrumental in creating a ripple effect that
Cyient Inc., Meridian, Idaho, USA empowers teams and organizations to adopt sustainable
[email protected] and ethical practices, thereby enacting positive change
that resonates throughout the entire ESG ecosystem. As
these change agents rise to the challenge, they not only
shape the future of the ESG landscape but also influence
the broader narrative of how businesses can create a more
just and thriving world.

INTEGRATING IMPACT LEADERSHIP INTO

ESG
1. Escalating Global Challenges: With increase
in climate change, social inequity, and economic
CS Dr. Sudheendhra Putty, FCS disparities, the role of ESG professionals becomes
pivotal in leading organizations through
Associate Vice President & Company Secretary
transformative practices that address these pressing
Cyient Limited, Hyderabad challenges.
[email protected]
2. Rising Stakeholder Expectations: Investors,
consumers, and employees increasingly demand
INTRODUCTION transparency, accountability, and commitment to
“Sometimes the way to gauge impact leadership is to ask if ethical standards. ESG leaders who can effectively
leaders are leading us to where we want to go or to the future communicate and drive sustainable initiatives are
we want” critical in meeting these expectations.
- Helle Bank Jorgensen, the founder, and CEO of 3. Regulatory Evolution: As governments worldwide
Competent Boards tighten ESG-related regulations and reporting
requirements, professionals skilled in navigating
THE DRIVING FORCE OF ESG: UNVEILING legal frameworks and aligning business strategies are
THE ESSENCE OF IMPACT LEADERSHIP

I
essential.
mpact leadership is an essential force in 4. Cultural Intelligence: As global challenges require
driving meaningful change within the realm of global solutions, leaders must possess a keen cultural
Environmental, Social, and Governance (ESG) intelligence that respects diversity and drives the
practices. As industries and societies grapple creation of cohesive, inclusive teams that harness the
with complex sustainability challenges, infusing strength of varied perspectives.

CHARTERED SECRETARY MAY 2024 | 75

ARTICLE Infusing Impact Leadership Among ESG Professionals - Need of the Hour

5. Long-Term Value Creation: The long-term viability

of a company depends on sustainable practices that
promote environmental stewardship, social well-
being, and robust governance. Impact leaders are
uniquely equipped to integrate these elements into
the heart of business models. Leading by Example:
Demonstrating a commitment to ESG values in their
own work and inspiring others to follow suit.

CRAFTING FUTURE-FIT IMPACT

LEADERSHIP
Impact leaders in the ESG domain are tasked with
adopting five challenging yet interconnected mindsets
to stay ahead of transformative global trends. Cultivating
a disposition that is “ruthlessly caring,” “confidently
humble,” “politically virtuous,” “ambitiously appreciative,”
and “responsibly daring,” is essential for being “future-
fit.” Alongside these mindsets, true change agents also
3. Accountability: For sustainability efforts to
require in-depth understanding of their business, proven
be genuinely impactful, they must be rooted in
decision-making abilities, the capacity to integrate
accountability and transparency. Leaders have a
ideas within the broader business strategy, consistent
responsibility to uphold these values, employing
dedication, and the courage to appropriately challenge
standardized metrics to avoid the pitfalls of
higher-ups—all integral to leading with influence and
greenwashing or mere marketing. While the landscape
purpose in an evolving corporate world.
of voluntary frameworks for measuring stakeholder
value is sprawling, efforts are underway to create
NEW CHALLENGES : KEY FOCUS AREAS harmonized metrics. Yet, a universally accepted ESG
FOR IMPACTFUL ESG LEADERSHIP standard for corporate disclosure remains elusive,
leaving investors, consumers, and jobseekers without
As ESG becomes increasingly integral to business
a comprehensive means to assess corporate ESG
strategy, leaders are tasked with ensuring that their
performance. The convergence of ESG reporting
impact metrics remain relevant and adaptive to the ever-
standards will eventually provide stakeholders with
changing landscape. To support continued progress in
the visibility necessary to gauge the true impact of a
impact generation, leaders can focus on several key areas:1
company’s actions.
1. Intersectionality: Leaders dedicated to ESG
In essence, effective Impact Leadership in ESG demands
must craft their strategies with the concept of
cultivating professionals through specialized education
intersectionality at the forefront. Recognizing the
and practical leadership training geared toward
interconnectedness of challenges, such as those
sustainability. Continuous professional development that
outlined in the UN’s 17 Sustainable Development
encourages innovative thinking is essential, as is cross-
Goals (SDGs), is crucial. For instance, initiatives
sector collaboration to expand expertise and strategic
aimed at poverty reduction are inherently linked with
application. Mentorship from seasoned leaders is also
efforts to mitigate hunger and enhance educational
key, offering guidance and fostering leadership tailored to
opportunities, demonstrating that social issues
ESG challenges. Lastly, none of these efforts can flourish
cannot be effectively addressed in isolation. A holistic
without the endorsement of a strong corporate ethos.
approach is essential in fulfilling organizational ESG
Organizations themselves must embody and champion
responsibilities.
ESG principles, encouraging a vision-centric approach
2. Partnership: The evolution and expansion of impact in all business decisions and practices. By creating an
efforts can only be achieved through concerted organizational culture that genuinely prioritizes ESG
partnership and collective action. Embracing the values, professionals within can find the support and
sentiment of the U.N. Foundation that change is a motivation necessary to drive impactful leadership
product of collaboration, initiatives like the 1t.org actions.
project exemplify the power of public-private
partnerships. Bringing together a diverse coalition EMBEDDING IMPACT LEADERSHIP WITHIN
of organizations, each with unique strengths and ORGANIZATIONAL FRAMEWORKS
resources, can drive ambitious projects such as
conserving one trillion trees by 2030. This model of “Every company and every industry will be transformed by
collaboration is imperative for every sector to fulfil the transition to a net zero world. The question is, will you
the SDGs. lead, or will you be led?”
1.
Article : 3 ways global leaders can prioritize ESG impact - Suzanne - Larry Fink, Chairman & CEO, Black Rock
DiBianca Chief Impact Officer, Salesforce

76 | MAY 2024 CHARTERED SECRETARY

 Infusing Impact Leadership Among ESG Professionals - Need of the Hour

ARTICLE
In an increasingly interconnected world, the creed
“Designing Tomorrow Together”2 becomes the
heartbeat of impactful change and sustainable growth.
Impact Leadership thrives on this collaborative spirit, As ESG becomes increasingly integral to
where ESG professionals and stakeholders alike come business strategy, leaders are tasked with
together to forge pathways that secure a thriving future ensuring that their impact metrics remain
for all. This collaborative approach is imperative for relevant and adaptive to the ever-changing
ESG matters, as environmental, social, and governance
landscape.
challenges transcend individual organizations and
require the collective effort and ingenuity of diverse
minds and sectors.
United in their ambition and dedication, Impact Leaders As a global engineering and technology solutions
understand that to design a brighter tomorrow, there company, our associates innovate solutions to accelerate
cannot be solitary pursuits of excellence. Instead, it the convergence of intelligent engineering and technology
involves building bridges across industries, engaging and solve critical problems that matter the most to our
communities in dialogue, and fostering a culture of customers. Led by our people-centric values of FIRST, we
shared responsibility and innovation. It is through this have successfully attracted, developed and retained some
unity and shared vision that the promise of a sustainable of the brightest minds in the industry. We invest in the
and equitable world becomes not merely a distant dream power of ideas and imagination to help our customers
but an achievable reality, meticulously crafted and transform and thrive by tapping the ever-emerging
nurtured by the hands of many. “Designing Tomorrow opportunities of the digital world. Empowerment and
Together” thus becomes an Impact Leadership mantra, a enablement are key to our successful retention policy.
beacon that lights the way towards a future designed with Underlying our endeavors is a commitment to leverage
purpose, care, and collaborative insight. the power of technology to design transformative
At Cyient, we follow the AGILE principle3—standing social solutions that broaden opportunities for the
for Ambition, Growth mindset, Inclusivity, Leading by inclusive growth and prosperity of our communities,
example, Empowerment. Interestingly, this serves as partners and the larger ecosystem. World-class learning
the bedrock for cultivating Impact Leadership among programs equip our associates with relevant skills so
ESG professionals. It’s about nurturing a culture where they can scale their capabilities to build fulfilling careers
ambition fuels the pursuit of sustainability, a growth and lives with Cyient. Our focus on strengthening
mindset fosters continuous learning, inclusivity broadens our pool of future leaders through industry-best
perspectives, leading by example sets a powerful training and development frameworks contributes to
precedent, and empowerment encourages decisive action. a robust leadership bench and succession planning. By
By embedding these values within the organizational thoughtfully crafting policies and aligning them with
fabric, ESG leaders are equipped to drive transformative actionable steps, we create a workspace that fosters a
change and deliver on the promise of a more sustainable sense of pride among our associates. For our sustainability
future for all stakeholders. We firmly believe in Values initiatives, please refer Sustainability Report_2023.pdf
FIRST “Values FIRST,”4 a cornerstone encapsulating (cyient.com)
Fairness, Integrity, Respect, Sincerity, and Transparency, Cyient has adopted a holistic sustainability framework
which informs the ethos of impact leadership within the underlined by a robust policy to foster long-term
organization. This principle serves as a compass that sustainable value generation for stakeholders and
guides ESG leaders in their decision-making processes, navigate the path toward a carbon-neutral future. Our
ensuring that their actions not only drive sustainable sustainability framework plays a key role to future-
practices but also ethical and equitable business conduct, proof our business against the growing risks of climate
fostering a culture of trust and accountability essential change. It is founded on the principles of Responsibility,
for long-term positive impact. Equity, and Accountability with 13 key focus areas. The
Recognizing the transformative power of impact objectives outlined within the framework are closely
leadership, Cyient had undertaken a significant aligned with our material issues, global frameworks
restructuring of its executive team to embody this ethos and trends, and industry drivers. They are designed to
at the highest levels. Cyient restructured its executive contribute to United Nations Sustainable Development
leadership to harness the power of technology and fuel Goals (SDGs). Our executive leadership’s unwavering
its growth momentum. The strategic reshuffle was commitment and support empower us to implement the
aimed at optimizing the company’s capacity for driving framework’s goals to deliver desired impact adhering
industry leading ESG initiatives. This decisive move to global and national standards, regulations, and best
underscored Cyient’s commitment to integrating impact practices.
leadership at its core, propelling the organization towards Throughout our evolution journey, we have taken definitive
delivering technological solutions that are advanced and steps to ensure our actions align with our strategic
responsible. agenda and sustainability goals. Cyient’s sustainability
2, 3 , 4
Cyient Sustainability Report 2022-23 journey has been marked by continuous progress and a

CHARTERED SECRETARY MAY 2024 | 77

ARTICLE Infusing Impact Leadership Among ESG Professionals - Need of the Hour

deep-rooted commitment to creating a better future. The nurturing of such leadership is multi-dimensional. It
Among the various initiatives undertaken by us, the involves continued education on the latest developments in
CyientifIQ Innovation League - Global Hackathon 2023 sustainability, the cultivation of ethical decision-making
stood as the ultimate innovation challenge of the year, skills, and the fostering of innovative mindsets that can
encapsulating the principles of impact leadership central approach old problems in new ways. Organizations must
to ESG ambitions. This invigorating event gathered the also create cultures where such qualities are rewarded,
most brilliant minds from diverse sectors to address and adaptability is encouraged, allowing leaders the
the pressing challenges of our era. With themes freedom to experiment and implement breakthrough
that resonated deeply with ESG values—Designing solutions.
Digital Enterprises, Building Intelligent Products and
Platforms, and Solving Sustainability Challenges—last By embracing and championing Impact Leadership,
year’s Hackathon emerged as a beacon of innovation organizations commit to a future where success is
where the fusion of technology and ingenuity paved measured by more than financial returns—where the true
the way for a brighter and more sustainable future. metric of accomplishment is the enduring and beneficial
Participants, embracing their roles as impact leaders, mark they leave on the world. Now is indeed the time for
engaged in creative problem-solving that upheld organizations to support and develop leaders who can
the ideals of technological sophistication, ethical mould the sustainable future that society demands, and
integrity, and environmental conservation, thereby the planet requires.
epitomizing the spirit of pioneering solutions with a
conscience that are crucial for driving ESG initiatives REFERENCES:
forward.
i. 3 ways global leaders can prioritize ESG impact
(January 2021) https://www.weforum.org/
CONCLUSION age n d a / 2 021/01/ 3 -way s - gl ob a l -l e a d e r s - c an-
In today’s fast-evolving business landscape, the vitality prioritize-esg-impact-salesforce/
of integrating Impact Leadership into the fabric of ii. Business executives share how impact leadership
Environmental, Social, and Governance (ESG) roles is transforms their workplace (December 2022) https://
paramount. ESG professionals, positioned as the vanguard fortune.com/2022/12/01/impact-leadership-what-it-
of progress, possess the capability not only to steer but means-to-be-a-leader/
to sculpt the sustainable future of their organizations.
They embody the nexus of forward-thinking and action- iii. Cyient Annual Report (2022-23) https://www.cyient.
oriented leadership that transcends traditional business com/hubfs/Cyient_-_AR2023_-_Final_(1).pdf
objectives, aligning with the imperatives of a world
increasingly defined by environmental concerns and iv. Cyient Sustainability Report (2022-23) https://www.
social consciousness. cyient.com/hubfs/Sustainability%20Report_2023.pdf
These change leaders are charged with the pivotal task v. ESG 2.0—The Next Generation of Leadership
of weaving sustainability into the core strategy of their (September 2021) https://corpgov.law.harvard.
organizations. They must ensure that business operations edu/2021/09/02/esg-2-0-the-next-generation-of-
not only comply with current regulations and standards leadership/
but also proactively contribute to the well-being of the
planet and its inhabitants. This approach necessitates vi. How increasing leadership effectiveness will boost
a keen understanding of the interdependence between transformation success (March 2023) https://www.
economic growth and social and environmental ey.com/en _ch/workforce/learning-development-
responsibility. By embracing this integrated perspective, advisory/how-increasing-leadership-effectiveness-
Impact Leaders can identify opportunities where will-boost-transformation-success
sustainability can be transformed into competitive
vii. How leaders can embrace five paradoxical mindsets to
advantage, driving innovation and fostering long-term
become future-fit (January 2023) https://www.ey.com/
viability.
en_uk/workforce/how-leaders-can-embrace-five-
Investing in these change-makers is more than a mere paradoxical-mindsets-to-become-futurefit
endorsement of sustainable practices—it is recognition viii. The Secret Behind Successful Corporate
of the critical role they play in preserving organizational Transformations (September 2021) https://hbr.
relevance in a world grappling with climate change, org/2021/09/the-secret-behind-successful-corporate-
resource scarcity, and shifting societal values. Businesses transformations
that prioritize the development of Impact Leadership
capabilities are positioning themselves at the forefront of ix. Transformation Leadership: Humans@Centre
the sustainability revolution. They are preparing to not https://www.sbs.ox.ac.uk/research/research-areas/
just ride the wave of change but to command it, setting organisation-studies/transformation-leadership-
standards and influencing policy and industry practices humanscentre
that reach far beyond their immediate operational
scope.  CS

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Unlocking ESG Potential - BRSR as a Key

ARTICLE
Reporting Framework in India
ESG considerations are better positioned to navigate the evolving business landscape and create
value for all stakeholders. ESG factors are considered important for assessing an entity’s
sustainability and ethical practices. It has become a critical framework for evaluating the
sustainability and ethical impact of investments, businesses, and organizations.

 Governance and Ethical Behaviour: Effective

governance is crucial for the long- term success
and stability of any organization. The “G” in ESG
emphasizes corporate governance, ethical behaviour,
and transparency. Good governance practices
reduce the risk of corporate scandals, fraud, and
mismanagement, which can have significant financial
and reputational consequences.
 Regulatory Pressure: Governments and regulatory
CS Aanchal Mundhra, ACS bodies are increasingly mandating ESG reporting and
disclosure requirements. This has forced companies
Company Secretary,
NICCO Engineering Services Limited,
to take ESG factors seriously and integrate them into
Kolkata their strategies and operations to remain compliant.
[email protected]  Investor Preferences: Institutional investors,
including pension funds, asset managers, and private
equity firms, are incorporating ESG considerations

E
INTRODUCTION
into their investment decisions. This shift has led to
SG reporting, also known as Environmental, the creation of ESG investment funds and indices,
Social, and Governance reporting, is attracting capital to companies with strong ESG
a framework used by companies and profiles.
organizations to communicate their
 Risk Mitigation: ESG factors can help companies to
performance and impact in areas beyond
identify and mitigate risks that may not be apparent
just financial metrics. Companies that prioritize ESG
through traditional financial analysis. Environmental
considerations are better positioned to navigate the
risks, for example, can have a direct impact on a
evolving business landscape and create value for all
Company’s supply chain, regulatory compliance, and
stakeholders. ESG factors are considered important for
reputation.
assessing an entity’s sustainability and ethical practices.
It has become a critical framework for evaluating  Competitive Advantage: Companies with strong
the sustainability and ethical impact of investments, ESG performance may have a competitive advantage
businesses, and organizations. The relevance of ESG has in attracting customers, employees, and investors
grown significantly in recent years due to several key who value sustainability, ethical business practices,
factors: and good governance.
 Sustainability Concerns: Growing awareness  Long-Term Value Creation: Integrating ESG
of environmental issues such as climate change, principles can contribute to long-term value creation
pollution, and resource depletion has led to a by fostering innovation, improving operational
heightened focus on the environmental aspects of efficiency, and reducing costs associated with
ESG. Investors and stakeholders are increasingly environmental and social liabilities.
concerned about the long-term sustainability of
companies and their impact on the planet. INTERNATIONAL ESG FRAMEWORK
 Social Responsibility: The “S” in ESG represents Environmental, Social, and Governance (ESG) disclosure
social factors, which encompass a wide range of issues, platforms play a crucial role in helping companies report
including labour practices, diversity and inclusion, their sustainability efforts and performance to investors,
human rights, and community engagement. In an stakeholders, and the public. These platforms provide
era of increased social consciousness, consumers, standardized frameworks and metrics for ESG reporting,
employees, and investors are demanding greater making it easier for organizations to communicate their
transparency and accountability from businesses in ESG initiatives. Four key disclosure platforms on ESG are
these areas. as follows:

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ARTICLE Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

 Global Reporting Initiative (GRI): The GRI is one  Promoting human rights,
of the most widely used ESG reporting frameworks
 Inclusive growth and equitable development,
globally. It provides comprehensive guidelines for
sustainability reporting, covering a wide range  Providing value to the consumers,
of topics, including environmental, social, and  Conducting training awareness and programs.
governance aspects. Companies can use GRI
standards to disclose their ESG performance in a Governance Factors considered under BRSR are as
structured and consistent manner. follows:
 Sustainability Accounting Standards Board  Being ethical, transparent and accountable,
(SASB): SASB focuses on industry- specific ESG  Acting responsibly and with integrity,
disclosure standards. It provides guidelines tailored
to various industries, helping companies report on  Compliance through review of structural framework
material ESG issues that are relevant to their sector. and processes,
SASB standards are designed to provide investors  Framing internal policies and standard operating
with decision-useful information. procedures,
 Carbon Disclosure Project (CDP): CDP is specifically  Reporting of risks.
focused on environmental disclosure, particularly
related to carbon emissions and climate-related risks EVOLUTION OF ESG REPORTING IN INDIA
and opportunities. It requests information from
companies and cities regarding their environmental Non-financial reporting has grown in popularity
performance and encourages transparency in throughout the world as more businesses become aware
emissions and environmental management. of the negative consequences of their activities on the
environment and climate change. The increased emphasis
 Task Force on Climate-related Financial on non-financial reporting has caused a shift in Company
Disclosures (TCFD): TCFD, established by the strategies toward a more sustainable approach. Several
Financial Stability Board, provides recommendations organizations, including the Sustainability Accounting
for disclosing climate- related financial information. Standards Board (SASB), the Global Reporting Initiative
It encourages companies to disclose their climate (GRI), and the Task Force on Climate-related Financial
risks, opportunities, and strategies in a consistent and Disclosures (TCFD), have begun to work on developing
transparent manner to help investors assess climate- standardized reporting formats for corporations’ non-
related risks in their portfolios. financial disclosures. In response to rising investor
pressure for increased transparency and non-financial
ESG FRAMEWORK IN INDIA reporting, the Securities and Exchange Board of India
(SEBI) introduced the requirement of ESG reporting in
SEBI introduced the revised ESG framework in the India in 2012. The Business Responsibility Report (BRR)
year 2021 prescribing the Business Responsibility and was their form of ESG reporting, and it was compulsory
Sustainability Report (“BRSR”) as the new reporting by SEBI that the top 100 listed firms in India by market
format, to better reflect the scope of reporting capitalization submit a BRR. The goal of this disclosure
requirements. The BRSR reporting format is based on was to allow businesses to interact and communicate with
the 9 principles as laid down in the National Guidelines their stakeholders in a more engaging and relevant way.
for Responsible Business Conduct (“NGRBC”) issued The BRR was designed to encourage firms to go beyond
by Ministry of Corporate Affairs, Government of India statutory financial compliance and include reporting on
in 2019. SEBI has also constituted an ESG advisory social and environmental implications as well.
committee (“EAC”), to assist them with strategic advice
on ESG related matters. Due to increased scrutiny on sustainable reporting and
greater investor awareness, SEBI extended the number of
Environment Factors considered under BRSR are as Companies that were required to publish BRRs to the top
follows: 500 listed companies in India by market capitalization
 Goods and services provided by business should be beginning from FY 2015-2016. In response to growing
sustainable and safe, worldwide concerns about ESG reporting and sustainable
development, the National Guidelines on Responsible
 Respecting interest of and be responsive to all its Business behaviour (NGRBC) were established in 2019 to
stakeholders, help firms embrace the notion of responsible behaviour
 Protecting and restoring the environment, beyond the limitations of regulatory compliance. Soon
after, SEBI mandated that the top 1000 listed businesses
 Being transparent while engaging in influencing on the stock exchange by market capitalization provide
public and regulatory framework. BRRs as part of their annual report instead of top 500.
Social Factors considered under BRSR are as follows: However, there was a need to modify BRR to align it with
 Respecting the well-being of all employees and those NGRBC and therefore, in May 2021, SEBI introduced
in the value-chain, a new ESG reporting structure titled ‘Business

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 Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

ARTICLE
Responsibility and Sustainability Reporting (BRSR)’ and
made it mandatory for the top 1000 listed companies
in India based on market capitalisation, to report their
sustainability performance as per the BRSR format from SEBI introduced the revised ESG framework
FY 2022 – 2023 onwards and maintain transparency with in the year 2021 prescribing the Business
their key stakeholders. Responsibility and Sustainability Report
(“BRSR”) as the new reporting format, to better
STRUCTURE AND FORMAT OF BRSR
reflect the scope of reporting requirements.
The primary goal of the BRSR reporting framework is to The BRSR reporting format is based on the
act as an internal tool for organizations who want to align 9 principles as laid down in the National
with the NGRBC. The reporting structure is divided into Guidelines for Responsible Business Conduct
three sections:
(“NGRBC”) issued by Ministry of Corporate
 Section A: General Disclosures Affairs, Government of India in 2019. SEBI has
This section’s goal is to gather fundamental information also constituted an ESG advisory committee
and data about the listed Company, such as their (“EAC”), to assist them with strategic advice
products and services, operations, staff, transparency on ESG related matters.
and disclosure standards and compliances, subsidiary
Companies, holdings, and joint ventures, and so on.
 Section B: Management and process disclosures
9 PRINCIPLES OF BUSINESS
Under this section, the Company has been mandated
to publish information on policies and practices RESPONSIBILITY AND SUSTAINABILITY
related to the NGRBC principles of leadership, REPORTING
governance, and stakeholder engagement in their
organisation. Companies have also been asked to The BRSR framework aims to encourage Companies
provide links to their websites where these policies are to adopt sustainable business practices and disclose
available, if possible. The information required in this information related to their environmental, social, and
part is mostly concerned with concerns of oversight, governance (ESG) performance. The nine principles of
governance, leadership, and management procedures. BRSR are as follows:
PRINCIPLE 1: Businesses should conduct and govern
 Section C: Principle-wise performance disclosures
themselves with integrity, and in a manner that is Ethical,
This section requires the Company to show their Transparent and Accountable.
intention and commitment to responsible business
The principle aims to adopt, implement, and make
behaviour via actions and outcomes. Companies must
disclosures about Company performance in a fair manner.
report on KPIs in accordance and alignment with the
The principle emphasizes the use of ethical business
nine principles of NGRBC’s relating to responsible
practices across the value chain of the company and is put
business conduct. Further, Companies are required
into practice using the company governance structure
to report on two parameters for each principle, which
by defining economic, social, and environmental
are:
responsibilities.
 Essential indicators (mandatory): These are the Key Components of Principle 1 are:
indicators which the Company mandatorily
needs to report, which include environmental  Under this indicator, detailed disclosure on fines,
data such as energy, emissions, water, and waste; penalties, punishments, awards, compounding fees,
trainings conducted; community initiatives and settlement sums paid in proceedings by the entity
undertaken by the Company and social impact or by directors or KMPs to the regulator during the
created by the Company. fiscal year is to be reported.
 Leadership indicators (voluntary): Currently,  Disclosure on steps taken to establish or review
the Companies are not mandatorily required to internal controls and for handling corruption and
report on these indicators. However, there is a bribery complaints like reports of an anti-corruption
general expectation that businesses would comply training sessions is provided.
with the leadership indicators as well in order to
 Report on conflict of interest and corrective actions
increase openness and accountability. It includes
at each reportable level; providing information on the
reporting on scope 3 emissions and energy usage
number of complaints received regarding conflicts of
breakdowns, as well as assessing the health and
interest involving the directors or KMPs.
safety of value chain partners. The leadership
indicators are concerned with delivering a more  Description on the procedures used to manage
comprehensive view of the Company’s activities conflicts of interest involving board members can be
in terms of long-term viability. disclosed under this indicator.

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ARTICLE Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

PRINCIPLE 2: Businesses should provide goods and value chains.

services in a manner that is sustainable and safe.
The principle highlights concept and all procedures
The notion highlights that while creating and producing and guidelines that uphold equality, respect for human
their products, businesses should prioritise resource dignity, and well-being for each and every employee
efficiency and safety. The items must be made in a way who contributes to a company’s value chain or works
that minimises and mitigates their negative impacts on for it directly, without discrimination or disregard for
the environment and society while also contributing differences, and ensures that they all have access to
value, starting with their conception and continuing until fair and respectable employment opportunities. The
their final disposal. As a result of this concept, businesses aim of the principle is to ensure that the Company
are compelled to understand all material sustainability considers wellbeing of the employee and that of his or
issues that arise across the whole life cycle and value her family members. The data that must be submitted
chain of their products. under this part is largely quantitative and is kept by
the corporations for their various offices, factories,
Key components of Principle 2 are: and divisions. The Compliance Officer, or the person
authorised to oversee the application of the Principle,
 Included in this indicator are - details of resource shall be responsible for following up with the relevant
allocation by capital investments and the R&D budget authorised person at various units, plants, and offices to
to enhance the effects that a company’s products have inform them of the importance of maintaining accurate
on society and the environment. records and documentation with the assistance of the
Company’s HR. It is important to note that while the
 Specification of strategy for calculating and reducing leadership indicators require companies to go above and
the company’s products unfavourable effects, if any on beyond and provide the same information and details
the environment and society at large. in relation to their value chain partners, whereas the
 Guidelines for sustainable sourcing by determining essential indicators only require companies to disclose
the sources of sustainable inputs and additionally information regarding employee and worker safety,
report details of the products acquired sustainably health, working conditions, and payment of wages and
and otherwise. benefits.

 Details of EPR applicable and waste collection that is Key components of Principle 3 are:
submitted to the Pollution Control Board.
 Included in this indicator are specifications
 Disclosure of the proportion of recycled input of actions taken and policies framed to
materials used in manufacturing including the promote the health and welfare of workers and
quantity of reclaimed products and their packaging employees.
material used in the process as an input.
 Details of retirement benefits, for the present and prior
PRINCIPLE 3: Businesses should respect and promote fiscal year that are given to workers and/or employees
the well-being of all employees, including those in their for the current and the prior fiscal year.

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 Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

ARTICLE
 Disclosure of details to assure regarding the action policy formulation and determine the arrangements
taken by businesses for their offices and premises required to address the worries of marginalized or
to make it accessible to workers and employees with vulnerable stakeholders.
disabilities.
PRINCIPLE 5: Businesses should respect and promote
 Information on the percentages of permanent human rights.
employees who returned to the workplace and those
who took parental leave. The principle acknowledges and recognises that the
business activities have influence on the environment,
 Details of training imparted to the employees and natural resources, ecosystems, and communities as
workers on health and safety measures and on skill well as the fact that businesses operate in an ecosystem
upgradation. with a variety of stakeholders, including shareholders
 Reporting on performance and career development and investors. It emphasises the need for Companies
reviews of employees and worker by establishing to control and minimise any bad consequences on its
a process to receive and address grievances from stakeholders while maximising the good effects of their
permanent employees and other workers. operations, practises, and products. Identification of the
risks and concerns and implementation of the necessary
 Details of life insurance and compensatory package to remedial measures are key components of evaluation.
permanent and contractual employees. While self-evaluation by a company is a must, the
organisation may demonstrate its leadership qualities if it
 Providing details of the number of employees/ also evaluates the human rights of the other parties in its
workers having suffered high- consequence work- value chain. In order to improve compliance with human
related injury/ ill health / fatalities, who have been rights, this would also entail revisions or modifications to
rehabilitated and placed in suitable employment or the Company’s current policies, procedures, systems and
whose family members have been placed in suitable the manner in which the Company operates.
employment.
Key components of Principle 5 are:
 Report on transition assistance program and its
frequencies to facilitate continued employability by  Details of training on human rights issues and
formulation of the program based on the requirements policies to the employees and stakeholders in current
of the reporting entity. and previous fiscal year.
PRINCIPLE 4: Businesses should respect the interests of  Details of minimum wage paid to employees and
and be responsive to all its stakeholders. workers under the terms of the labour code. The
information on the salaries, remuneration, and wages
This theory recognises that Companies work within an
paid to directors, KMPs, employees, and workers.
eco-system that includes certain stakeholders, such as
Calculation of the median salary, remuneration, and
shareholders and investors, and that their operations
salary paid for reporting are also reported.
have an influence on the environment, natural resources,
ecosystems, and communities. The guiding concept  Details of grievance mechanism for HR issues that
emphasises that businesses have a duty to maximise is established internally to address complaints about
the beneficial impacts on their stakeholders while human rights violations.
minimising and reducing the adverse repercussions of
their operations, policies, and practises.  Information on the percentage of the company’s
offices and factories that were evaluated for: sexual
Key components of Principle 4 are:
harassment, employment discrimination, forced or
 Details on identifying key stakeholders based on involuntary labour, child labour, wages, and other
the total number of stakeholders identified and issues are reported as well.
categorization as groups to identify priority of
engagement.  Disclosure of the corrective measures that have been
taken or are being considered to address major risks
 Report on understanding the level and scope of or concerns identified by the assessments
engagement required with each type of stakeholder
and whether they belong to a vulnerable/marginalized  Details of Business Process Modification to address
group. human rights grievances/ complaints including any
alteration in business procedure as a remedial action.
 Report on formulation of processes for consultation
between stakeholders and the Board on economic,  Details of human rights due diligence by defining the
environmental, and social topics- and subsequent extent and use of such due diligence.
feedback that are received during the activity.
 Reports on evaluations of VCPs on the following
 Details of concerns of vulnerable/ marginalized topics: sexual harassment, workplace discrimination,
group of stakeholders addressed by establishing the child labour, forced labour/involuntary labour, wages,
framework for utilizing the inputs collected during and other topics.

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ARTICLE Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

PRINCIPLE 6: Businesses should respect and make Public policy advocacy must also promote the common
efforts to protect and restore the environment. good in accordance with the law. The principle also
states that there should be appropriate interaction of
The principle emphasises on the fact that serious and business with the general public. As per this principle,
methodical efforts should be undertaken to solve issues an organization’s obligation to the general public, whom
including pollution, biodiversity protection, sustainable it influences in some way or another, is higher than its
resource use, and climate change by the organisations. responsibility to the stakeholders with whom it is directly
Additionally, it provides priority to environmental or indirectly involved. The corporates often don’t interact
problems that are interrelated at the local, regional, directly with the public, with the exception of a few
and international levels. Businesses are pushed by the significant commercial firms. They would rather be a part
guiding principle to adopt environmental policies and of significant groups, institutions, or trade and industry
practises that lessen or eliminate the adverse effects of chambers. Therefore, it is important to look into the
their operations across the value chain. It also influences institutions with which a company is affiliated in order to
businesses to always behave in line with the precautionary ascertain the level of influence they have over the public
principle. as well as how that power is being used.
Key components of Principle 6 are: Key components of Principle 7 are:
 Details of energy consumption, GHG emission, water,  Details of the chambers and associations with which
air, waste, etc by calculating the company’s total to affiliate based on the industry in which the entity
energy consumption and total energy intensity for the conducts business.
current fiscal year and the prior fiscal year.
 Report on corrective actions taken in case of
 Details of obtaining environmental approvals or anticompetitive behaviour.
permissions if the business has operations or offices
in or close to environmentally sensitive areas.  Details of public policy positions advocated by the
entity by identifying the areas of improvement based
 Report on environmental impact assessments of on existing laws and guidelines.
projects, the company is working on based on the laws
that are in effect during the current fiscal year. PRINCIPLE 8: Businesses should promote inclusive
growth and equitable development.
 Details of energy consumed from Renewable Energy
and non-renewable energy consume for the current In keeping with the government’s interests and ambitions,
fiscal year and the prior fiscal year. the concept emphasizes the national development agenda
while highlighting the challenges to the nation’s social
 Details related to water discharged including, and economic advancement. This is significant in regions
information on the use, leakage, and treatment of with a high prevalence of social instability and low levels
water/other liquids. of human development. The notion emphasized the value
of partnership between business, government, and civil
 Details of water withdrawal, consumption, and society in this growth strategy. This concept supports
discharge in areas of water stress (in kilolitres). the interconnectedness of economic success, inclusive
 Source-wise scope 3 emissions details in the format growth, and fair development.
specified in guidelines given by BRSR. Key components of Principle 8 are:
 Details of evaluation of the company’s value chain to
 Details of SIA undertaken during land acquisition
identify the materials that can cause environmental
that includes disclosure of frequency of assessments
harm.
and resulting corrective measures that were taken by
 Disclosure on development of a framework to the businesses, if they were needed.
implement strategies to prevent or reduce the adverse
effects in case of any disaster.  Details on projects for which rehabilitation and
resettlement are ongoing projects of the entity in an
PRINCIPLE 7: Businesses, when engaging in influencing eco-sensitive area.
public and regulatory policy, should do so in a manner
 Report on community grievance mechanism for
that is responsible and transparent.
resolution of local community complaints.
This principle recognises that Company operations  Details of percentage and types the materials
are subject to regional, national, and global regulatory that should be purchased from MSMEs and small
and policy frameworks that control their development enterprises.
and set clear boundaries. The concept recognises that
businesses have a right to contact with governments in  Disclosure on identification of Beneficiaries of CSR
order to have their grievances addressed or to have their Projects and the actions taken to mitigate negative
ideas considered while public policy is being developed. social impacts to them.

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 reporting format that all organizations must use in the future, BRSR reduces that difficulty.
The major goal of the BRSR is to assist businesses in aligning their operations with the
NGRBC. This directly contributes to the importance of openness and accountability in a
company's operations.
Unlocking ESG Potential-BRSR as a Key Reporting Framework in India
Some of the key observation regarding the challenges that is being faced by Companies in
adopting ESG parameters in their operation are as follows:

ARTICLE
 Details on ongoing CSR projects in aspirational •The sudden rise in number of questions from 59 to
districts and procurement from marginalized/ Sudden Change in 140, and detailed demand for Quantitative KPIs, may
require updating processes and policies for
vulnerable groups. Reporting Requirements implementing BRSR Requirements.

 Details of benefit and corrective action taken from

intellectual properties owned based on conventional Increase in cross
•BRSR covers a holistic view of companies’ financial
and non-financial disclosures. This will require
knowledge by entity. departmental inputs for different departments such as HR, EHS, IT, R&D,
Purchase, Operations, etc. to manage and
BRSR consolidate data more effectively.
PRINCIPLE 9: Businesses should engage with and provide
value to their consumers in a responsible manner.
•BRSR is pushing Companies to move from ‘doing no
Increase in performance harm’ to ‘contributing proactively for a change’. This
According to the basic assumption of the principle, a expectations from will result in increased expectations from
stakeholders for enhanced ESG performance.
business’s primary objective is to offer secure goods and stakeholders
services to its clients, creating value for both sides in
the process. Businesses make an effort to provide their To embrace the bigger overall advantage brought about by BRSR, businesses should
To embrace the bigger overall advantage brought about
actively accept and conquer these obstacles rather than seeing them as a barrier. The main
customers with goods that are secure, competitively priced, by BRSR, businesses should actively accept and conquer
goal of SEBI's evaluation of the BRSR is to give businesses starting their path towards
easy to use, and safe to discard in acknowledgment of the sustainability a platform to assess if their sustainability goals are in accordance with their
these obstacles
rate of business rather
expansion. than
To assist seeing
organisations themtheir
understand as position
a barrier. The
and identify
fact that consumers have a broad range of alternatives for their gaps with respect to the industry best practises connected to sustainability being
main goal of SEBI’s evaluation of the BRSR is to give
the goods and services they use. Businesses, along with followed by leaders in their particular sectors, the BRSR is separated into two sections: the
businesses starting
'Essential' and 'Leadership' their
indicators. pathbe towards
BRSR should sustainability
viewed as the next development in
other significant players, are crucial in minimizing the ESG reporting moving ahead as it will serve as an effective means of disseminating a
a platform to assess if their sustainability goals are in
harmful effects that over consumption of their products accordance with their rate of business expansion. To assist
has on society as a whole. organisations understand their position and identify
Key components of Principle 9 are: their gaps with respect to the industry best practises
connected to sustainability being followed by leaders
 Details of the procedures for receiving and handling in their particular sectors, the BRSR is separated into
customer complaints and feedback. two sections: the ‘Essential’ and ‘Leadership’ indicators.
BRSR should be viewed as the next development in ESG
 Details of instances of product recalls which were reporting moving ahead as it will serve as an effective
voluntary or compulsory. means of disseminating a company’s non- financial
 Report of attention on the cyber-related threat to data disclosures. According to SEBI’s vision for the goal
privacy by the employees and stakeholders. of BRSR, publishing a report should be viewed as a
requirement for compliance.
 Details of number of consumer complaints received
in current fiscal year and previous fiscal year on It is now more important than ever for businesses to
advertising, data privacy, cyber security, provision of publicly acknowledge their social and environmental
basic services, restrictive trade practices, unfair trade obligations through non-financial disclosures in addition
practices, and others. to yearly financial reports. It is envisaged that banks,
credit rating companies, and other financial institutions
 Disclosure about method and extent of product would employ sustainability disclosures as they gain
information on a product is required by local laws to prominence to evaluate a Company’s or business’s
consumers in case of discontinuation of product. legitimacy in addition to financial data.
 Information of number and percentages of data
breaches of customer information in identifiable FEW EXAMPLES OF ADOPTION OF ESG
categories. PRINCIPLES
CHALLENGES COMPANIES FACE IN In order to develop sustainable business models and
ADOPTING ESG PRINCIPLES provide long-term value for their stakeholders, Companies
are placing a growing emphasis on environmental,
The problem of establishing the proper reporting social, and governance (ESG) factors. The outcomes are
framework has been a significant component of outstanding as a consequence of the proactive measures
sustainability reporting for enterprises in India. With taken by many businesses to incorporate ESG concepts
a consistent, transparent reporting format that all into their decision-making processes. Here are a few case
organizations must use in the future, BRSR reduces studies of businesses that are using ESG strategies to
that difficulty. The major goal of the BRSR is to assist positively impact society:
businesses in aligning their operations with the NGRBC.
This directly contributes to the importance of openness  Tesla’s Electric Vehicles
and accountability in a company’s operations. Leading electric car producer Tesla is promoting
Some of the key observation regarding the the shift to a more environmentally friendly
challenges that is being faced by Companies in transportation system. In comparison to conventional
adopting ESG parameters in their operation are as gasoline-powered cars, the firm has created a variety
follows: of electric vehicles that are intended to be more

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ARTICLE Unlocking ESG Potential-BRSR as a Key Reporting Framework in India

ecologically friendly and energy-efficient. To make it  HDFC Bank Sustainable Livelihood Initiative
simpler for consumers to use electric vehicles, Tesla
has also invested in building a network of charging One of the major private sector banks in India,
stations. Tesla is assisting in lowering carbon HDFC Bank, has achieved substantial ESG progress
emissions and building a cleaner, more sustainable by emphasising financial inclusion, sustainability,
future by providing an attractive alternative to and governance.Under its Sustainable Livelihood
conventional vehicles Initiative, the bank has funded more than 7.6 million
rural families and given over 850,000 individuals
 Starbucks’ Ethical Sourcing access to vocational training. HDFC Bank has also
Starbucks, a multinational coffee corporation, has promised to reduce its carbon emissions intensity by
elevated ethical sourcing to the top of its agenda. 30 to 35 percent by 2030.
To guarantee that its coffee is produced in a way
that is both ecologically and socially ethical, the CONCLUSION
firm works closely with growers and suppliers. In The Business Responsibility and Sustainability Reporting
order to better the lives of coffee growers, Starbucks (BRSR) framework emerges as a pivotal tool in harnessing
has also created programmes that provide them the Environmental, Social, and Governance (ESG)
access to loans and technical support. Starbucks is potential within India’s corporate landscape. As the
exhibiting its dedication to ethical business practises nation strides towards sustainable development goals,
by encouraging sustainable agriculture and aiding BRSR offers a structured approach for Companies
neighbourhood groups. to disclose their ESG performance transparently. By
 UltraTech ’s low carbon strategy aligning with global sustainability standards, BRSR not
only enhances corporate accountability but also fosters
According to the Dow Jones Sustainability Indices investor confidence and stakeholder trust. Embracing
(DJSI), UltraTech is one of the top 10 global firms in BRSR signifies a commitment to responsible business
the industry area “Construction Material.” In order practices, driving long-term value creation while
to fulfil SDG 13 (the climate change target) based on contributing to the broader societal and environmental
COP21 of the United Nations Framework Convention well-being. As more companies integrate BRSR into their
on Climate Change, UltraTech has included low reporting frameworks, India is poised to emerge as a
carbon strategy into its business plan. Cement is a frontrunner in sustainable business practices, catalyzing
carbon-intensive sector and initiatives like installing positive impacts on both local and global scales.
a voltage variable frequency drive and upgrading the
cooler has helped in reducing the carbon usage. To conclude, it can be said that:

 Asian Paint’s Project NEW “ESG serves as the guiding principle, while BRSR acts
as the beacon illuminating the path towards a future
Asian Paints have launched a Project titled NEW where sustainability and accountability are non-
(N- natural resource conservation, E- energy and negotiable.”
emission reduction, W- waste reduction) that focuses
on environmentally friendly production facilities and REFERENCES:
activities with the aim of reducing operational impact
and fostering biodiversity. Project NEW mandates i. https://www.sebi.gov.in/sebi _data/commondocs/
that manufacturing managers adopt initiatives at all may-2021/Business%20responsibility%20and%20
locations. Rapid and efficient deployment is ensured sustainability%20reporting%20by%20listed%20
by regular evaluations with management. entitiesAnnexure1_p.PDF CS

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Overview of the ESG Disclosure Landscape:

ARTICLE
IFRS & BRSR
Over the last decade, there has been a substantial development in environmental and social
awareness, particularly with the growing emphasis on the ESG (Environmental, Social, and
Governance) considerations. In contrast to previous decades when industries flourished without
much regard for environmental and social well-being, today’s society is more conscious and
actively advocates for cleaner, safer, and sustainable practices. This has led to a notable surge in
accountability, driven by various stakeholders, all advocating for greater responsibility and
sustainability.

CS Shujath Bin Ali, FCS K.S. Aravind Meghna Mishra

Global General Counsel & Assistant Manager, Legal Secretarial & Management Trainee, Legal Secretarial
Chief Compliance Officer, Compliance Department, & Compliance Department,
Re Sustainability Limited, Hyderabad Re Sustainability Limited, Hyderabad Re Sustainability Limited, Hyderabad
[email protected] [email protected] [email protected]

O
INTRODUCTION Financial Information” (IFRS-S1) and “Climate-related
Disclosure” (IFRS-2). 3
ver the last decade, there has been a
substantial development in environmental Being at the forefront of sustainable practices, India has
and social awareness, particularly with been proactive in the adoption of various ESG disclosures,
the growing emphasis on the ESG as witnessed by the introduction of the Business
(Environmental, Social, and Governance) Responsibility and Sustainability Report and BRSR
considerations. In contrast to previous decades Core. Although ESG considerations may initially appear
when industries flourished without much regard for costly, they can also lead to significant cost reductions. In
environmental and social well-being, today’s society is addition to other benefits, effectively implementing ESG
more conscious and actively advocates for cleaner, safer, practices can mitigate increasing operating expenses,
and sustainable practices. This has led to a notable surge such as those related to raw materials, water, or carbon.
in accountability, driven by various stakeholders, all McKinsey’s research4 indicates that these kind of
advocating for greater responsibility and sustainability. expenses can have an impact operating profits by up to 60
percent. For instance, FedEx is actively working towards
ESG principles extend beyond traditional business models converting its entire fleet of 35,000 vehicles to electric
and require companies to perform not just financially or hybrid engines. Currently, 20 percent of the fleet has
but across other non-quantifiable standards such as been converted, which has resulted in a reduction of fuel
environment, social, and governance practices. The consumption by over 50 million gallons5.
presence of multiple sustainability reporting standards
such as SASB, GRI, and TCFD has led to confusion With the issuance of IFRS S1 and IFRS S2, the ISSB
and inconsistent disclosure in the ESG landscape.1 is gearing up to collaborate with jurisdictions and
Initiatives for standardisation of the same have resulted companies, offering assistance for their adoption6.
in the formation of Sustainable Disclosure Standards, Initially, this will involve establishing a Transition
by International Financial Reporting Standard (IFRS), 3.
IFRS S2, Climate-related Disclosures, Jun 2023
issued in June 2023.2 The two disclosures are the “General 4.
Witold Henisz et al, “Five ways that ESG creates value”, McKinsey
requirement for Disclosure of Sustainability-related Quarterly, Nov 2019
5.
Witold J. Henisz, “The costs and benefits of calculating the net present value
1.
Jennifer Laidlaw, New global sustainability board aims to cut through of corporate diplomacy”, Field Actions Science Reports, 2016, Special Issue
disclosure confusion, S&P Global, 2021. 14
2.
IFRS, ISSB issues inaugural global sustainability disclosure standards, 26 6.
“ISSB issues inaugural global sustainability disclosure standards”, IFRS,
Jun 2023 Jun 2023

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ARTICLE Overview of the ESG Disclosure Landscape: IFRS & BRSR

Implementation Group aimed at aiding companies in c. Risk management: Process used by an organisation
implementing the Standards. Additionally, the ISSB plans to assess and monitor the risks and the overall
to launch initiatives focused on enhancing capacity to integration of the process to the organization’s risk
ensure smooth implementation. management.
Furthermore, the ISSB will maintain its efforts in d. Metrics and Target: Metrics under IFRS and the ones
partnering with jurisdictions seeking to mandate that are self-developed by the organization.
additional disclosures beyond the standard global
requirements. It will also continue its collaboration with GENERAL REQUIREMENTS INCLUDE:
GRI to streamline reporting processes, particularly when
ISSB Standards are utilized alongside other reporting a. Statement of Compliance: Entities must explicitly
standards, ensuring efficiency and effectiveness. confirm their adherence to all IFRS Sustainability
Disclosure Standards requirements in their
This Article analyzes the salient features of IFRS sustainability-related financial disclosures.
disclosure standards and the ESG disclosure landscape
b. Cross References: Information required by these
in India, comparing and contrasting the same. In the
standards can be referenced within the disclosures,
light of this, the Article also highlights the path forward
provided that the referenced information is available
for Indian companies navigating the ESG disclosure
simultaneously and does not make the overall
landscape.
disclosures less comprehensible.
INTERNATIONAL FINANCIAL REPORTING c. Time of Reporting: An entity must publish both its
STANDARDS – SUSTAINABILITY relevant financial statements and its sustainability-
related financial disclosures in the same period.
DISCLOSURE STANDARDS Financial disclosures related to the entity’s
sustainability must correspond to the same reporting
A. IFRS S1 - General Requirements for Disclosure period as the associated financial statements.
of Sustainability-Related Financial Information
d. Location of Information: Disclosure information
IFRS S1 defines the essential elements of a comprehensive can be combined with other regulatory or voluntary
set of sustainability-related financial disclosures and disclosures if it is distinguishable and does not
calls for full disclosure of all sustainability-related overshadow the sustainability-related financial
opportunities and risks that might potentially influence disclosures.
an organization’s future. The short, medium, or long-term
impact on the organization’s funds or capital is referred to e. Judgements: Organisations have to identify in these
as the impact on the entity’s prospects. According to IFRS disclosures significant judgements impacting the
S1, a company must disclose any material information on disclosed facts.
sustainability-related risks and opportunities that might f. Prior Period Errors: Material errors from prior
potentially influence its prospects.7 periods should be corrected by adjusting comparative
Information is material information “if omitting, amounts unless doing so is impractical.
misstating or obscuring that information could reasonably g. Measurement Uncertainty: To gain insights into the
be expected to influence decisions that primary users significant uncertainties affecting their disclosures,
of general- purpose financial reports make on the basis organizations should identify the disclosed amounts
of those reports, which include financial statements that are subject to uncertainty in measurement,
and sustainability-related financial disclosures and the source of the same, and the methods used in
which provide information about a specific reporting measuring. This process enables transparency
entity.”8 regarding uncertainties surrounding the reported
sustainability-related financial data.
The General requirements include Governance, Strategy,
Risk Management, and Metrics & Targets. Information h. Sensitive Information: Disclosing information in
under these headings includes: the sustainability sector that is illegal under local
legislation or sensitive to business may be omitted,
a. Governance: The body or individual handling but the firm must explain why they are not being
sustainability-related risk and opportunities, their disclosed.
responsibilities and skills, management’s initiatives,
and roles in the process. B. IFRS S2 Climate-related Disclosures
b. Strategy: Sustainability risks/opportunities that can In these disclosures, an organization has to give details
affect the entity, impact on the financial prospects, on its vulnerability to climate risks and opportunities.
and the resilience of the strategy/model to be This includes Physical risks, transition risks (risk from
implemented. transitioning to a lower carbon economy), and climate-
related opportunities. Information to be disclosed is
7.
EY, ISSB issues inaugural IFRS Sustainability Disclosure Standards, Issue
5, Jun 2023 similar to IFRS S1, but specific climate-related disclosure
8.
Paragraph 18, Supra 4 includes:

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a. Climate-Related Risks Classification: Explanation
of whether the identified climate-related risks are
categorized as physical risks (direct impacts of climate
change) or transition risks. The International Sustainability Standards
Board (ISSB) offers transition relief to
b. Climate-Related Targets Achievement: Details on
entities to afford them additional time for
how the entity intends to meet any climate-related
targets it has established. preparation as they harmonize their reporting
of sustainability-related financial disclosures
c. Changes to Business Model and Strategy: with their financial statements.
Information about modifications to the organization’s
business model that are presently occurring or
are anticipated, including changes to policy and
allocation of assets to handle climate-related risks and
opportunities. companies must disclose their early application and apply
both standards simultaneously. Alternatively, companies
d. Plans for Transition: Insights into any transition may opt for transition relief concerning sustainability-
plans, the organization may have to reach a lower- related disclosures (IFRS S1). If this relief is chosen, the
carbon economy. “date of initial application” refers to the commencement
of the annual reporting period in which the entity first
e. Climate Resilience Assessment: This includes the adopts the standards.
entity’s evaluation of its ability to withstand and
bounce back from climate-related challenges. IFRS The International Sustainability Standards Board (ISSB)
S2 provides guidance for analysis of the same like, offers transition relief to entities to afford them additional
tailoring the approach to climate-related scenario time for preparation as they harmonize their reporting
analysis based on the specific circumstances of the of sustainability-related financial disclosures with their
entity, taking into account the extent of the entity’s financial statements.
exposure to climate-related risks and opportunities.
The ISSB has provided some special rules for companies
f. Metrics and Targets under IFRS S2 cover: This
when they start using new sustainability reporting
enumerates cross-industry metric categories,
standards:
which relate to “(1) greenhouse gas emissions; (2)
transition risks; (3) physical risks; (4) climate-related a. In their first year using IFRS S1 and IFRS S2,
opportunities; (5) capital deployment; (6) internal companies don’t have to show comparative data about
carbon prices; and (7) remuneration”9 their sustainability-related financial information.
g. Green House Gas Emissions: b. In the first year of using these standards, companies
 Scope 1 and Scope 2 GHG Emissions: An can focus only on reporting climate-related risks and
organization should distinguish its own opportunities.10
GHG emissions from that of its joint ventures and c. When a company first starts using IFRS S1, they
partners when disclosing the same. Organizations can report their sustainability-related financial
are required to submit information about Scope 2 information after they have published their regular
GHG emissions and any contracts connected to financial statements, following specific timeframes
the emission source. set by IFRS S1.
 Scope 3 Emissions: In order to make it clear
d. In the first year of using IFRS S2, a company can keep
whether emissions are accounted for or not in
using a different method to measure its GHG emission
the stated Scope 3 GHG emissions, organisations
if they’ve been using that method in the year just
must disclose the areas that their Scope 3 GHG
before adopting IFRS S2. Companies can choose not
emission measurements include.
to disclose their Scope 3 greenhouse gas emissions,
Additionally, IFRS S2 mandates that an entity must including financed emissions.11
also disclose the methodology used to measure GHG
emissions and Information on “financed emissions” for ESG DISCLOSURE LANDSCAPE IN INDIA
entities involved in banking, insurance, etc.
A. Overview of Business Responsibility and
C. Transition period Sustainability Report
Companies can apply both IFRS S1 and IFRS S2 for In May 2021, SEBI introduced the Business Responsibility
annual reporting periods starting on or after January and Sustainability Report (BRSR) replacing the Business
1, 2024, although the precise application date will vary Responsibility Report. Under BRSR, listed companies
depending on jurisdictional adoption. Early adoption are required to disclose performance under the National
of these standards is permissible. In such instances, 10.
Appendix E, Supra 4
9.
Supra 5.
11.
Appendix C, Supra 5

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ARTICLE Overview of the ESG Disclosure Landscape: IFRS & BRSR

Guidelines on Responsible Conduct Principles. The 2. Listed entities should report the KPIs for their value
BRSR includes disclosures related to management and chain based on their business interactions with value
processes, as well as disclosures based on principles chain partners, either separately for partners or in an
and performance. Furthermore, the BRSR allows for aggregate manner.14 ESG disclosure of value chain
compatibility in reporting, meaning that organizations shall apply to the top 250 listed entities (by market
that produce sustainability reports following globally capitalization), on a comply-or-explain basis from FY
recognized reporting frameworks could refer to the 2024 -25 and FY 2025 -26, respectively.
disclosures required by the BRSR within their reports.
The BRSR covers; ESG Rating Providers (ERPs) shall do ESG rating by
considering India-specific parameters as India is still in
 ESG Risks and Opportunities: Overview of material the preliminary stage of ESG implementation. ERPs must
ESG risks, opportunities and approaches to mitigate provide a distinct ESG Rating category called “Core ESG
risk. Rating” that is based on the assured parameters under
BRSR Core to increase the credibility of ESG Ratings. It
 Sustainability Goals and Performance: Reporting also lists down measures to mitigate against greenwashing
of sustainability goals, target and organisation’s and misspelling, by mandating ESG schemes to invest at
performance in achieving these goals. least 65% of AUM in listed entities; by increasing voting
disclosures with an emphasis on ESG theme; and Case
 Environmental Disclosures: Such as resource
studies and fund manager comments that show how the
consumption, GHG, Circular economy, Waste
ESG strategy is used in the fund or investment disclosed.15
management, Pollution.
According to the BRSR Guidance Note16, publicly listed
 Social Disclosures: This includes welfare programs
companies have the option to prepare and present
for workers, Safety Measures, Training, Social Impact
sustainability reports, which can be included as part of
Assessment, CSR, Consumer aspects, DEI.12
their annual reports. These reports should align with
In July 2023 to encourage a balanced approach to ESG, internationally recognized reporting frameworks such as
SEBI authorized the regulatory framework for ESG GRI, SASB, TCFD, and Integrated Reporting.
disclosures, ratings, and mutual fund investment.13
Companies can refer to the disclosures made under these
With this, BRSR core was introduced which includes
frameworks when fulfilling the disclosure requirements
specific Key Performance Indicators falling under 9
of the BRSR. Importantly, mandatory reporting under
ESG categories for which large, listed companies must
the BRSR does not prevent companies from voluntarily
disclose information and seek validation in line with
adopting the ISSB framework. Embracing these standards
the ‘BRSR Core’ for their value chain activities. The nine
voluntarily can facilitate the creation of sustainability
ESG Categories are greenhouse gas (GHG) footprint,
disclosures that are globally comparable. Additionally,
water footprint, energy footprint, waste management,
it can streamline cross-border transactions and
employee wellbeing and safety, gender diversity, inclusive
enhance the ability of companies to secure sustainable
development, fair engagement with customers and
finance.
suppliers, and openness of business.
B. IFRS and BRSR Disclosure: A Comparison
The BRSR Core specifies the data and methodology
for reporting & assurance. Starting from the financial There are various differences between the BRSR
year 2023-24, the top 1000 listed entities (by market disclosure principles and the IFRS disclosures. The BRSR
capitalization) must disclose and seek assurance for is a requirement set forth by the Securities and Exchange
their value chain according to the amended BRSR format Board of India (SEBI) for listed companies within India
within their yearly reports. whereas the IFRS S1 and S2 are established by the
International Sustainability Standards Board (ISSB) and
1. The implementation of BRSR Core requirements is have global applicability, though their adoption may
phased: differ across jurisdictions.
 In FY 2023-24, it applies to the top 150 listed
entities. Firstly, companies following the BRSR disclosure
place an emphasis on reporting ESG performance and
 In FY 2024-25, it extends to the top 250 listed practices, including aspects like management processes,
entities. sustainability goals, environmental disclosures, and
 In FY 2025-26, it encompasses the top 500 listed social disclosures. On the other hand, IFRS S1 and S2
entities. specifically address sustainability-related financial
disclosures, encompassing areas such as governance,
 Finally, by FY 2026-27, it covers the top 1000 strategy, risk management, and climate-related
listed entities, ensuring broader coverage. disclosures.
12.
Melissa Cyrill, India’s Updated Sustainability Reporting Format and Rules 14.
SEBI Introduces BRSR Core Regulatory Framework for ESG Disclosures on
for ESG Ratings Providers, India Briefing, Dezan Shira & Associates, Jul Value Chain and Assurance for Listed Entities, Taxmann, 14 Jul 2023.
2023 15.
Ibid
13.
SEBI, Consultation Paper on ESG Disclosures, Ratings and Investing, Feb 16.
Guidance Note for Business Responsibility & Sustainability Reporting
2023. Format,

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ARTICLE
Secondly, with an emphasis on factors unique to India, Challenges in Supply Chain: Firstly, Reporting ESG
BRSR offers particular Key Performance Indicators (KPIs) metrics for the supply chain poses various challenges.
under the BRSR Core for reporting ESG performance. Indian corporations encounter difficulty in conveying
However, recommendations for revealing financial data the importance of sustainability to many of their small,
connected to sustainability, such as governance, strategy, unlisted supply chain partners. Furthermore, gathering
risk management, and measurements, are provided by and monitoring ESG metrics throughout the value
IFRS S1 and S2. These recommendations are applicable chain, including Scope 3 emissions, can be complex to
on a worldwide scale. navigate. For instance, ITC17, a renowned conglomerate
in the FMCG sector, revealed that effectively gathering
Thirdly, under BRSR, companies have the flexibility to ESG metrics from numerous smaller suppliers, such as its
synchronize their sustainability reports with globally agri-business partners and farmers comprises of various
acknowledged reporting frameworks like GRI, SASB, strategy formulation.
TCFD, and Integrated Reporting. On the contrary,
IFRS S1 and S2 offer an independent framework for Prioritization of Immediate Financial Gain: Secondly,
sustainability-related financial disclosures, although various Indian enterprises continue to prioritize
companies have the option to voluntarily integrate them immediate financial gains over enduring sustainability.
with other reporting standards for a more comprehensive Transforming the corporate mentality from short-term
reporting approach. profit optimization to sustainable value generation
poses a considerable hurdle. The lack of awareness of
HURDLES IN NAVIGATING THE ESG the benefits of implementing ESG principles poses
as a drawback, especially in smaller or mid-sized
LANDSCAPE companies.
While India is swiftly riding the ESG wave, there are Lack of Appropriate Talent Pool: Thirdly, the analysis of
various hurdles for implementation of ESG across ESG factors by investors and other stakeholders, as well
all companies in the country. These challenges stem as the integration of ESG principles within companies,
from a blend of regulatory, economic, cultural, and
infrastructural elements. 17.
“ESG Reporting in India: A Journey of Challenges and Learnings”,
Benchmark Gensuite, 7 Nov 2023

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ARTICLE Overview of the ESG Disclosure Landscape: IFRS & BRSR

demand a substantial talent pool, posing a significant has led to ESG disclosures and have taken significant
challenge given the relatively nascent nature of this steps to standardize their ESG reporting. The ESG wave
field. Many companies face a shortage of adequately has become a global phenomenon with countries around
skilled internal personnel to implement ESG initiatives the world increasingly recognizing the need of sustainable
proficiently. business practises. The creation and improvement of ESG
reporting frameworks are gaining speed as a result of this
Difficulty in Establishing Systems for Monitoring acknowledgment.
NVGRC Principles: Fourthly, the BRSR framework
mandates thorough disclosures on the nine NVGRC Influential bodies like the G20, G7, and IOSCO strongly
principles, covering areas such as Business Ethics, support the ISSB Standards globally, which gives their
Product Sustainability, Employee Well-being, Stakeholder goal of becoming the new global standard a lot of
Engagement, Human Rights, Environment, Policy legitimacy. Many jurisdictions have declared their plans
Advocacy, Inclusive Growth, and Customer Value. Research to either incorporate these standards into local rules or
and review conducted by Singhi & Co18 revealed that create national requirements that are in line with the ISSB
nearly half of the 142 questions in the BRSR questionnaire norms. These jurisdictions include Australia, Canada,
necessitate comprehensive and quantitative responses. Hong Kong (SAR, China), Nigeria, Japan, Singapore, and
Companies are encountering difficulties in establishing the UK.
efficient systems to monitor and report these metrics
effectively. Although adoption of the ISSB framework is not required
for mandatory reporting under BRSR, companies
Commitment of Board: Finally, the commitment of the are urged to do so on a voluntary basis. By doing
Board is essential in moving sustainability integration this, it will be easier to produce globally comparable
beyond mere compliance to becoming an intrinsic aspect sustainability disclosures, which will help with cross-
of the company’s operations. In recent times, businesses border transactions and the acquisition of sustainable
have recognized the significance of incorporating funding.
sustainability, driven by growing stakeholder
expectations for ESG disclosures. However, attaining Presently, companies in India have a great opportunity
thorough ESG disclosures necessitates collaboration to get ready to report using these new standards. It is
across various departments, encompassing strategy, imperative for them to comprehend the ramifications
finance, HR, research & development, production, of the forthcoming sustainability disclosure standards
EHS, sales, and marketing. This collaborative effort and guarantee that they have established the requisite
aims to formulate a comprehensive sustainability procedures and oversight mechanisms to produce reliable
strategy and program management that spans the and punctual data.
entire enterprise. Consequently, without Boards Even though assurance standards are outside the
prioritizing ESG amidst competing demands, effectively purview of the ISSB, businesses should keep a
implementing it at the operational level remains watch on any new developments in this field, as
challenging. Indian authorities are anticipated to offer additional
The aforementioned challenges are a mere microscopic clarification.
view of the paradigm of the hurdles that Indian It is crucial that nations engage in ongoing discussion,
companies might face during ESG integration. compare different ESG disclosure standards, and advance
However, they encompass the current landscape in jointly in order to promote a more sustainable global
India. Despite encountering obstacles, there is a rising economy. Countries can guarantee that disclosures
enthusiasm for ESG adoption in India. Companies are on ESG not only meet the requirements of both
progressively recognizing the significance of ESG and stakeholders and investors but also act as a potent tool
the advantages it offers, including enhanced reputation, for promoting favourable ESG outcomes by exchanging
risk reduction, and access to capital. With the ongoing experiences, and including the best standards for reporting
increase in ESG awareness and adoption across India, purposes.
the hurdles faced by businesses are expected to
decrease. ESG disclosures will be crucial in determining how
business and finance develop in the future as the
CONCLUSION world deals with complicated concerns like climate
change, social injustice, and corporate governance
The salient features of IFRS ESG disclosures have brought
problems. Countries may cooperate to create a
a new era of transparency and accountability in the global
more resilient and responsible global economy that
business landscape. Indian companies have always been
benefits both the present and future generations by
at the foreground for recognizing the importance of
adopting the concepts of openness, accountability, and
integration of sustainability in business practices. This
sustainability.
18.
Ravi Sankar Nori, “Challenges and Opportunities for ESG Integration in  CS

India”, Singhi & Co

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Unlocking the Power of ESG Integration: A

ARTICLE
Roadmap for Sustainable Growth
As businesses in India embrace sustainability, ESG reporting is becoming more and more
significant. Their dedication to responsible practices is demonstrated by the BRSR Reporting
framework. It assesses them based on social, governance, and environmental factors, encouraging
openness and responsibility. Global ESG trends are aligned with BRSR reporting guidelines,
which are mandatory for India’s top 1000 companies and supported by SEBI and an ESG advisory
committee. Businesses gain from this reporting because it promotes innovation, guarantees
compliance, establishes trust, and tracks growth. For Indian businesses, it’s a critical step towards
a more sustainable and accountable future.

programs support larger business sustainability initiatives, which put companies in a position
MAIN COMPONENTS
for long-term OF ESG
success through ethical corporate governance and sound business practices.

As mentioned, ESG comprise the three primary

As mentioned, ESG comprise the three primary components.
components.
programs support larger business sustainability initiatives, which put companies in a position
for long-term success through ethical corporate governance and sound business practices.

As mentioned, ESG comprise the three primary components.

CS Yashi Garg, ACS

Practising Company Secretary
Yashi Garg & Associate,
Lucknow S o u rc e :ht t p s ://w w w.i bm . c o m /t op i c s/e s g -re p or t in g
Source: https://www.ibm.com/topics/esg-
[email protected] #:~:text=The%20goal%20of%20ESG%20reporting,the%20
reporting#:~:text=The%20goal%20of%20ESG%20reporting,the%20valuation%20of%20a%20company.

valuation%20of%20a%20company.
A form of corporate disclosure known as ESG reporting provides specifics about an
INTRODUCTION INTRODUCTION TO ESG REPORTING
organization's environmental, social, and governance (ESG) commitments, initiatives,
Source: https://www.ibm.com/topics/esg- and
reporting#:~:text=The%20goal%20of%20ESG%20reporting,the%20valuation%20of%20a%20company.
advancements.
ENVIRONMENTAL, SOCIAL, AND A form of corporate disclosure known as ESG reporting
provides specifics about an organization’s environmental,
GOVERNANCE (ESG) A form of corporate disclosure known as ESG reporting provides specifics about an

T
social, environmental,
organization's and governance (ESG)
social, and commitments,
governance initiatives,
(ESG) commitments, initiatives, and
and advancements.
advancements.
he Environmental, Social, and Governance
(ESG) framework is utilized to evaluate
how well an organization performs on a
range of ethical and sustainable business
Source: https://irisgst.com/esg-reporting-in-india/
issues. It also offers a means of quantifying
business opportunities and risks in those domains. ESG reporting is a more recent phenomenon that gained popularity in the early 2000s, even
though organizations have long been required to report on financial and operational
ESG investing is the practice of some investors in performance attributes. An organization's ethical and sustainable effects on the environment,
the capital markets using ESG criteria to assess society, and governance arehttps://irisgst.com/esg-reporting-in-india/
Source: called ESG.
Source: https://irisgst.com/esg-reporting-in-india/
companies and assist in determining their investment ESG Anreporting is a morecan
organization recent phenomenon
give a milestonethat update
gained popularity
on how well in the itearly 2000s, its
achieves evencorporate
plans. ESG
though reporting
organizations
governance, is long
have a more
sustainability, been
and recent
required phenomenon
environmental togoals
report
by on that
financial
producing an and gained
ESG operational
report. Using ESG
performance attributes.
data, it seeks toin An organization's
accurately ethicalmade
report2000s,
efforts and sustainable
andthough effects on effects
their anticipated the environment,
from a qualitative
popularity
society,
the early even organizations
andandquantitative
governance standpoint.
are called ESG.
An ESG report is a communication tool that can assist an
An ESG program’s purpose is to guarantee accountability have long
organization can been
in providing required
information to report
to employees, on financial
investors, and regulatoryand authorities,
An organization give a milestone update on how well it achieves its corporate
and the implementation of systems and procedures to operational
much like
governance, performance
an annual
sustainability, report attributes.
or other corporate
and environmental disclosure
goals by An
producing anorganization’s
forms. ESG report. Using ESG
manage a company’s impact, such as its carbon footprint data,ethical
Utilizing andto sustainable
it seeks to data
accurately report how
assess effects
effortsamade
company's on
and theirESG the
anticipated environment,
effects
initiatives from up
stack a qualitative
against industry
and quantitative standpoint.
targetsAnis ESG report is a communication tool that itcanoffers
assiststakeholders
an
and how it treats employees, suppliers, and other society,
benchmarks andandgovernance are
the aim ofcalled
ESG ESG.
reporting. Additionally,
organization in providing information to employees, investors, and regulatory authorities,
stakeholders, even though sustainability, ethics, and much like an annual report or other corporate disclosure forms.
An organization can give a milestone update on how well
corporate governance are typically thought of as non- Utilizing data to assess
it achieves how a company's
its corporate ESG initiatives
governance, stack up againstand
sustainability, industry
benchmarks and targets is the aim of ESG reporting. Additionally, it offers stakeholders
financial performance indicators. ESG programs support environmental goals by producing an ESG report. Using
larger business sustainability initiatives, which put ESG data, it seeks to accurately report efforts made and
companies in a position for long-term success through their anticipated effects from a qualitative and quantitative
ethical corporate governance and sound business standpoint. An ESG report is a communication tool that
practices. can assist an organization in providing information to

CHARTERED SECRETARY MAY 2024 | 93

 ARTICLE Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

employees, investors, and regulatory authorities, much Organizations are compelled to engage with stakeholders
like an annual report or other corporate disclosure forms. holistically and surpass regulatory compliances in terms
of business measures and reporting, as the disclosures are
Utilizing data to assess how a company’s ESG initiatives predicated on a range of ESG parameters. The reporting
stack up against industry benchmarks and targets is the framework’s objective is to give stakeholders recognizable
aim of ESG reporting. Additionally, it offers stakeholders comparators across businesses based on a range of widely
insightful information that can guide decision-making by accepted ESG metrics.
pointing out potential risks and opportunities that could
have an impact on a company’s valuation. IMPORTANCE OF ESG REPORTING FOR
BRSR – A REPORTING FRAMEWORK ON ORGANIZATIONS
htful information
ESGthat can guide decision-making by pointing out potential ESGrisks and is a corporate staple in all sectors
reporting
rtunities that could have an impact on a company's valuation. and legal jurisdictions because it is significant for
The Business Responsibility and Sustainability ReportESG reporting is a corporate staple in all sectors and legal jurisdictions because it is
organizations for a variety of reasons.
(BRSR), a framework for reporting on ESG issues, willsignificant for organizations for a variety of reasons.
be implemented in India in 2023. These new reporting
Business Responsibility
standards areandbased
Sustainability Report (BRSR),
on the voluntary a framework
guidelines that were for reporting on
issues, will be implemented
first published byinIndia’s
India Ministry
in 2023. These new reporting
of Corporate standards are based
Affairs in
e voluntary guidelines
2009 and that wererefined
further first published by India's
in the Business Ministry of Corporate Affairs
Responsibility
09 and furtherReport
refined(BRR)
in theofBusiness
2012. Responsibility Report (BRR) of 2012.

Source: https://www.linkedin.com/pulse/growing-importance-esg-reporting-mark-reddy
1. Source: https://www.linkedin.com/pulse/growing-
Transparency: Concerns about climate change and corporate social responsibility
(CSR) mean that businesses need to be open and honest about how they operate.
importance-esg-reporting-mark-reddy
Organizations can report on their ESG efforts and advancements thanks to the
transparency that ESG reporting offers.
1. Transparency: Concerns about climate change and
2. Investor demand: For a considerable amount of time, investors have utilized various
Corporate
metrics to assess the Social
worth andResponsibility (CSR)
expansion possibilities mean An
of a company. thatadditional
businesses
important needinvestors
tool for assisting to be inopen
makingand
wise honest about
decisions is an ESGhow
report.
3. Brandthey operate.
loyalty: Organizations
Customers prefer to transactcan
withreport onthat
companies their
shareESG
their values
Source: https://esg360.in/esg/
Source: https://esg360.in/esg/ efforts
regarding and advancements
sustainability thanks to
and governance. Customers the
who transparency
follow companies that report
new BRSR has been designed to be compatible with other globally recognized reporting
on their
thatESGESG
efforts and advancements
reporting offers.are probably going to be more brand loyal.
eworks, including
The new the GlobalBRSR Reporting
has been Initiative designed (GRI), to be the Sustainability
compatible
insightful information that can guide decision-making by pointing out potential risks and
Accounting
4. Compliance: Globally, there are an increasing number of regulations compelling
with
dards Board opportunities
(SASB), other
thatand globally
could theanTask
have recognized
impact onForce
a company's onreporting frameworks,
Climate-Related
valuation. Financial2. Investor
companies
Disclosures demand:
to report on and For
disclose their ESG, sustainability,
a considerable amount ofand governance
time,
initiatives. Organizations can ensure regulatory compliance and make appropriate
including the Global Reporting Initiative
D). The Securities Exchange Board of India (SEBI) is the regulatory bodydisclosures (GRI), the investors
that oversees have utilized various
with the aid of an ESG report.
metrics to assess the
Sustainability
ountry's securities markets. Accounting Standards Board (SASB), and worth and expansion possibilities of a company. An
The Business Responsibility and Sustainability Report (BRSR), a framework for reporting on 5. Risk management: Risk can be posed to organizations by ESG-related issues. By
the Task willForce on Climate-Related in 2023. These Financial Disclosures additional important tool for assisting investors in
BRSR is theESG first
issues,
framework
be implemented
inin India
India that, India's
starting with theareAffairs
new reporting standards
fiscal
based
year 2023operations
revealing (for and pointing out possible risk areas, an ESG report offers a
on the voluntary
(TCFD). Theguidelines that were first
Securities published byBoard
Exchange Ministry
of of Corporate
India (SEBI) is chancemaking wise
to anticipate decisions
these is anthey
problems before ESG report.
arise.
anies that qualify,
in 2009 and April 2022
further refined toBusiness
in the March 2023),Report
Responsibility requires
(BRR) of Indian
2012. businesses to provide
the regulatory body that oversees the country’s securities 6. Innovation: In addition to promoting and enhancing ESG strategies, business benefits
itative metrics on sustainability-related factors.
markets. 3.
can alsoBrandcome fromloyalty: Customers
ESG reporting. prefermaytobe pushed
An organization transactto improve
withandcompanies
efficiency that share
pinpoint areas needing theirby values
improvement reporting. regarding
The BRSR is the first framework in India that, starting 7. Goal tracking: sustainability and governance.
An organization can hold itselfCustomers
accountable forwho follow
its ESG performance
mmittee on Business
with the Responsibility
fiscal year 2023 Reporting
(for companies(the Committee)that qualify,was established andby
claimscompanies the bythat
strategy report
submitting an ESGonreport.
theirESGESG efforts
reporting offers and
an additional
A in November April 20182022to todevelop March standardized
2023), requires reporting
Indian formats
businesses for both means listed and goalare
of monitoring
advancements progress since many
probably going targets
to beare more
longer-term,
brand multi-year
ed companies. The Committee
to provide quantitative will consider
Source:metrics onglobal
https://esg360.in/esg/ best practices and strategies
sustainability-related that take time to implement.
sustainability
loyal.
The new BRSR has been designed to be compatible with other globally recognized reporting
that have been set byincluding
factors.
frameworks, the government.
the Global Reporting Initiative (GRI), the Sustainability Accounting
Standards Board (SASB), and the Task Force on Climate-Related Financial Disclosures 4. Compliance: Globally, there are an increasing number
The process of ESG reporting can be difficult and time-consuming. As with any corporate
allof regulations compelling companies to report on and
(TCFD). The Securities Exchange Board of India (SEBI) is the regulatory body that oversees
BRSR REPORTING
the country's securities markets. FORMAT disclosure, reported information must be accurate and thorough.
The BRSR is the first framework in India that, starting with the fiscal year 2023 (for disclose their ESG, sustainability, and governance
A Committee
companies that qualify, on AprilBusiness
2022 to March Responsibility
2023), requires IndianReporting (the
businesses to provide initiatives. Organizations can ensure regulatory
quantitative metrics on sustainability-related factors.
Committee) was established by the MCA in November compliance and make appropriate disclosures with
2018 to develop standardized reporting formats for both
A Committee on Business Responsibility Reporting (the Committee) was established by the the aid of an ESG report.
listed
MCA and unlisted
in November 2018 to develop companies. The formats
standardized reporting Committee will
for both listed and
unlisted companies. The Committee will consider global best practices and sustainability
consider global best practices and sustainability goals 5. Risk management: Risk can be posed to organizations
goals that have been set by the government.
that have been set by the government. by ESG-related issues. By revealing operations and
pointing out possible risk areas, an ESG report
offers a chance to anticipate these problems before
they arise.

Source: SEBI circular dated 10 May 2021

Innovation: In addition to promoting and enhancing
6.
ESG strategies, business benefits can also come from
nizations are compelled to engage with stakeholders holistically and surpass regulatory
ESG reporting. An organization may be pushed
liances in terms of business measures and reporting, as the disclosures are predicated on efficiency and pinpoint areas needing
to improve
ge of ESG Organizations
parameters.
Source: SEBI The reporting
circular
are compelled dated
to engage with10 framework's
Source: SEBI circular dated 10 May 2021
May 2021
stakeholders objective
holistically is to give stakeholders
and surpass regulatory improvement by reporting.
nizable comparators across
compliances in terms businesses
of business measures and based on
reporting, as a rangeare predicated
the disclosures of widely on accepted ESG
a range of ESG parameters. The reporting framework's objective is to give stakeholders
cs. recognizable comparators across businesses based on a range of widely accepted ESG
94
metrics. | MAY 2024 CHARTERED SECRETARY
 Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

ARTICLE
7. Goal tracking: An organization can hold itself
accountable for its ESG performance claims and
strategy by submitting an ESG report. ESG reporting
offers an additional means of monitoring goal Utilizing data to assess how a company’s
progress since many targets are longer-term, multi- ESG initiatives stack up against industry
year strategies that take time to implement. benchmarks and targets is the aim of ESG
reporting and the new BRSR has been designed
BEST PRACTICES AND TIPS FOR
to be compatible with other globally recognized
EFFECTIVE ESG REPORTING reporting frameworks, including the Global
The process of ESG reporting can be difficult and time- Reporting Initiative (GRI), the Sustainability
consuming. As with any corporate disclosure, all reported Accounting Standards Board (SASB), and
information must be accurate and thorough. the Task Force on Climate-Related Financial
Timeline of Sustainability Reporting Evolution in India Disclosures (TCFD). The Securities Exchange
Board of India (SEBI) is the regulatory body
that oversees the country’s securities markets.

BENEFITS OF ESG REPORTING

ESG reporting is the process of monitoring metrics and
data about the business’s ESG policy, offering proof of
adherence to the policy and direction for upcoming
business choices. To make sure that organizational
modifications made under the set ESG policy are followed
Source: https://incorpadvisory.in/blog/introduction-to-brsr- and provide value to the company, this reporting is
compliance-a-sebi-mandate/#:~:text=The%20Securities%20 essential. Since environmental, social, and governance
a n d%2 0 E x c h a n g e%2 0 B o a rd , 2 2%2 0 b e i n g %2 0 a%2 0 (ESG) issues can be expensive, a high return on investment
voluntary%20year. fosters change in the future.
The following are a few best practices and tips for
effective ESG reporting:
1. Define objectives: List the objectives the organization
hopes to accomplish. Early on in the reporting process,
having a clear set of goals is essential.
2. Identify stakeholders: Comprehending the identities
of the organization’s stakeholders can facilitate goal
alignment and ensure the appropriate data is obtained
for reporting purposes.
Source: https://m2dot.com/en/data-stories/blog/article/
3. Research ESG reports from industry leaders: ESG mini-series-how-to-implement-your-esg-reporting
reports are no longer unique. Organizations can gain
a lot of knowledge from leaders in the field. Beyond the reporting process, tracking ESG metrics is
4. Accurate data collection: Ascertain that the ESG good business for several reasons:
data is reliably and publicly gathered and that it is 1. Regulatory compliance:
both accurate and verifiable.
Every region in the world has different requirements
5. Provide context: ESG reporting ought to encompass for ESG disclosure. In contrast to the United States,
more than just a tally of numbers and metrics. To put
where the Securities and Exchange Commission (SEC)
ESG initiatives into perspective, some background
only requires companies to report on information
information about them is also necessary.
that may be material to investors, Europe has multiple
6. Use a framework: Following an established regulatory bodies that mandate and enforce ESG
ESG framework is crucial because it offers reporting. Selecting the best ESG reporting framework
recommendations and best practices for how the for the company requires an understanding of the
company should format and present the report and its subtleties surrounding ESG reporting.
information.
2. Risk management and goal tracking:
7. Review and repeat: Organisations are required
to review, update, and enhance their ESG reports A thorough ESG report does more for stakeholders
annually. than just show them how well a business is doing with

CHARTERED SECRETARY MAY 2024 | 95

ARTICLE Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

ESG initiatives. It can also be useful in predicting reporting requires the implementation of effective
future ESG hazards. Many corporate governance reporting systems and procedures.
and sustainable development initiatives span several
years, so having a system that monitors ESG metrics 6. Evolving regulatory landscape: Regulations and
through annual reports can be very helpful. requirements surrounding ESG reporting are always
changing. To keep their reporting current and compliant,
3. Transparency and visibility: organizations must remain aware of emerging
frameworks, changes in regulations, and best practices.
It is expected of today’s organizations to give It can be difficult for organizations to modify reporting
stakeholders more visibility and transparency into procedures to comply with changing standards.
business operations so they can assess the benefits and
risks of investing. Companies can meet stakeholder 7. Assurance and verification: Organisations may
demands and enhance their image by monitoring ESG look for external assurance or verification of the
metrics, which may result in higher ESG scores. data they have reported to increase the credibility
of ESG reporting. To guarantee the correctness and
KEY CHALLENGES, ORGANIZATIONS FACE dependability of reported information, enlisting
WITH ESG REPORTING the help of third-party assurance providers can be
a difficult procedure that requires extra money and
Reporting on ESG can present several challenges for coordination.
organizations. Here are some factors that can make
ESG reporting difficult: To tackle these obstacles, one needs to adopt a proactive
stance, garner support from upper management, allocate
1. Data availability and quality: Acquiring trustworthy specific resources, and consistently enhance data
and pertinent data on ESG metrics can be difficult. gathering, reporting structures, and internal procedures.
It may be necessary for organizations to gather data
from a variety of internal and external sources, which FUTURE OF BRSR COMPLIANCES IN INDIA
can demand a lot of time and resources. It can also be
India has a great reporting format called the BRSR
difficult to guarantee data consistency, accuracy, and
framework, which is comparable to international
comparability between reporting periods.
frameworks. Furthermore, given SEBI’s ongoing efforts to
2. Lack of standardization: As there isn’t yet a widely mainstream sustainability reporting in India, the future of
recognized standard for ESG reporting, there is a lack BRSR reporting appears bright. Even though sustainability
of uniformity and comparability amongst companies. was first primarily focused on compliance, many businesses
It can be difficult to align reporting practices because are now beginning to understand its importance.
different frameworks and reporting guidelines may
In light of the increased awareness of sustainability, small-
have different requirements and metrics. This may
listed companies are also disclosing their sustainability
confuse stakeholders and make it more difficult to
performance. They have a considerable amount of time to
conduct insightful benchmarking and analysis.
adjust because the application follows the glide path. In the
3. Materiality assessment: It can be difficult to judge meantime, SEBI has been modifying the BRSR framework
which ESG issues are important and pertinent to to counteract greenwashing and newly discovered
a given company. When performing a materiality loopholes. A major step towards comprehensive BRSR
assessment, one must take into account how ESG reporting is the inclusion of value chain disclosures.
factors will affect the organization’s business strategy
and stakeholders. Stakeholder engagement and
thorough analysis are necessary to pinpoint the
biggest ESG risks and opportunities.
4. Complexity and scope: Social issues, governance
procedures, and environmental impact are just a few
of the many topics covered by ESG reporting. There
could be several metrics and subcategories included in
each of these areas, which makes it difficult to report
fully and control the scope. Prioritizing the most
important ESG issues is necessary for organizations,
and they must make sure their reporting is targeted
and meaningful.
5. Data Integration and Reporting Systems: ESG-
related data is often stored across several systems and
databases in many organizations, but these systems
and databases may not be Source:
linked https://www.businesstoday.in/magazine/deep-dive/story/how-sebis-stringent-susta
or readily available. Source:https://www.businesstoday.in/magazine/deep-
dive/story/how-sebis-stringent-sustainability-reporting-
Consolidating and integrating data mandate-is-proving-to-be-a-challenge-for-top-listed-companies-407240-2023
from multiple
sources can present logistical and technological mandate-is-proving-to-be-a-challenge-for-top-listed-
Companies
difficulties. Simplifying must
data collection, remain
analysis, and alert in light of recent events and monitor any chang
companies-407240-2023-11-28
about BRSR compliance. To use BRSR as a useful tool, businesses mu
96 | MAY 2024 internal systems and data collection tools. InternalCHARTERED
teams should interact fr
SECRETARY

gathering data necessitates excellent coordination. They must comprehend

 Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

ARTICLE
Companies must remain alert in light of recent events 3. Globally certified:
and monitor any changes to regulations about BRSR
The ability to work for top companies worldwide and
compliance. To use BRSR as a useful tool, businesses
receive recognition for one’s qualifications is another
must enhance their internal systems and data collection
significant advantage of earning an ESG certification
tools. Internal teams should interact frequently because
for professionals. Professionals can demonstrate their
gathering data necessitates excellent coordination. They
competency in responsible investing and track their
must comprehend the prerequisites for BRSR reporting.
progress toward achieving ESG goals by earning a digital
To raise awareness, businesses need to conduct ESG
qualification and badge from an accredited institution.
training. Companies that want to succeed in sustainable
reporting and successfully navigate the changing A certificate in ESG investing is available from many
regulatory landscapes must remain proactive and flexible. different institutions worldwide. However, it relies
on the person’s preference for the ESG topic they are
ROLE OF PROFESSIONALS IN ESG interested in as well as the requirements needed to
More than ever, the world is experiencing the negative obtain the aforementioned certification. Professionals
manager, ESG must analyst, ESGinto
also take sales and delivery
account manager,such
other aspects sustainability
as time director, or
effects of climate change. The pandemic has forced director of sustainable finance, amongthey
many other roles.
businesses, investors, shareholders, and employees management, whether wish to enroll in a full-time
or part-time course, the course’s cost, and the course’s
3. Globally certified:
to confront the irreversible effects of environmental
The ability current
to work forrelevance. Professionals
top companies worldwide will alwaysrecognition
and receive find for one's
damage and has brought important ESG issues to light.
qualifications is another
value in a significant advantage
certification from a of earning
reputable an ESG certification for
organization,
Consequently, companies and investors are seeking
professionals. Professionals
regardless can demonstrate
of the certification coursetheir
theycompetency
choose. in responsible
experts who possess a strong grasp of ESG and its investing and track their progress toward achieving ESG goals by earning a digital
implications for investments and an organization’s 4. Value
qualification for money:
and badge from an accredited institution.
sustainable development performance. A certificate in ESG investing is available from many different institutions
A professional’s commitment of time, money, and effort
worldwide. However, it relies on the person's preference for the ESG topic they are
Following are how ESG certification helps the to a special course that confers practical qualifications
interested in as well as the requirements needed to obtain the aforementioned
professionals: rather than merely theoretical knowledge on the
certification. Professionals must also take into account other aspects such as time
management, subject
whetheris guaranteed
they wish tobyenroll
earningin aanfull-time
ESG certification.
or part-time course, the
1. Employability:
course's cost, and the course's current relevance. Professionals willwith
Companies are actively seeking professionals always find value
Every career is going through significant changes as in specialized
a a certification knowledge
from a reputable in ESG regardless
organization, sustainability
of theareas,
certification course
result of the surge in technological advancements to they choose.such as green finance and responsible sustainability
better align and position itself in the market. Those investment. This program guarantees that the individual
4. Value for money:
with an ESG certification emphasize environmental, has acquired practical skills that will be useful in the
A professional's commitment of time, money, and effort to a special course that
social, and governance aspects in their skill set, long run, in addition to providing extensive knowledge
confers practical qualifications rather than merely theoretical knowledge on the
which helps them better understand the real world of ESG investing.
subject is guaranteed It ESG
by earning an is unquestionably a method
certification. Companies are to
actively seeking
of investing. It assists professionals in learning aboutprofessionalsbroaden your skillknowledge
with specialized set while keeping
in ESG governance,
sustainability social,
areas, such as green
environmental sustainability and acquiring critical finance andand environmental
responsible objectives
sustainability in mind—a
investment. matter that
This program is
guarantees that the
abilities that will make them stand out as viable increasingly
individual has concerning
acquired practical skillsto stakeholders,
that will be usefulinvestors, and
in the long run, in addition
applicants in the fiercely competitive job market. to providingbusinesses alike.
extensive knowledge of ESG investing. It is unquestionably a method to
In addition, experts can readily advise prospective broaden your skill set while keeping governance, social, and environmental objectives
employers on managing ESG-related issues or provide
APPLICABILITY
in mind—a OF NGRBC
matter that is increasingly concerning to stakeholders, investors, and
a demonstration of their expertise to them. businesses alike.
The National Guidelines on Responsible Business Conduct
(NGRBC) is a set of rules and guidelines established by
2. Explore career options:
the Government
The National Guidelines of India’s
on Responsible Ministry
Business Conductof Corporate
(NGRBC) isAffairs
a set of rules and
Professionals can investigate a variety ofguidelines (MCA).by
career established The the Government of India's Ministrycompanies
NGRBC was created to help of Corporatefulfill
Affairs (MCA).
options they may not have known about previously The NGBRC was their regulatory
created to helpcompliance obligations.
companies fulfill their regulatory compliance obligations.
with an ESG certification. They can choose to drivers of NGRBC are as follows:
The key
The key drivers of NGRBC are as follows:
work in a variety of industries, including risk
management, energy, government, and finance.
Professionals with credentials like CFA, CAIA,
FRM, and IMC can also break into the financial
industry if they wish to learn more about it. Senior
positions and faster career growth can be achieved
by professionals who are already in the finance sector.
Increasing their general knowledge and
comprehension of ESG issues can also be beneficial for
professionals in other fields, such as risk management,
wealth management, product development, and sales
and distribution. In addition to these advantages,
professionals can pursue specialized careers such as
those of an ESG manager, ESG analyst, ESG sales and Source: https://taxguru.in/sebi/business-responsibility-sustainability-reporting-brsr.html
delivery manager, sustainability Director, or Director Source:https://taxguru.in/sebi/business-responsibility-
of sustainable finance, among many other roles. sustainability-reporting-brsr.html

CHARTERED SECRETARY MAY 2024 | 97

ARTICLE Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

All businesses are covered by the NGRBC, regardless decent work for all workers involved in a company or its
of ownership, size, industry, structure, or location. All supply chain, without discrimination and in a way that
businesses, including foreign multinational corporations promotes diversity. The concept distinguishes between
(MNCs), that invest in or conduct business in India are an employee’s welfare and that of his or her family.
expected to adhere to these rules. Because it is in line
with the relevant local and national standards and norms Principle 4: Businesses should respect their interests
that regulate responsible business conduct, the NGRBC and be responsive to all their stakeholders.
also offers Indian multinational corporations (MNCs) a This principle acknowledges that companies function
helpful framework for managing their operations abroad. within an ecosystem comprising various stakeholders,
All businesses are covered by the NGRBC, regardless of ownership, size, industry, structure,
including shareholders and investors, and that their
PRINCIPLES OF NGRBC
or location. All businesses, including foreign multinational corporations (MNCs), that invest
in or conduct business in India are expected to adhere to these rules. Because it is in line with actions have an impact on the environment, communities,
the relevant local and national standards and norms that regulate responsible business habitats, and natural resources. The idea highlights that
Nine
conduct, the thematic
NGRBC alsopillars of business
offers Indian responsibility
multinational referred
corporations (MNCs) a helpful
to asfor Principles,
framework make up
managing their operations the NGRBC. All businesses
abroad.
companies must optimize the benefits and minimize and
are encouraged to address these principles holistically alleviate the drawbacks of their operations, practices, and
because they are interconnected, interdependent, and products for their stakeholders.
Nine thematic pillars of business responsibility referred to as Principles, make up
theNGRBC. All businesses are encouraged to address these principles holistically because
non-divisible.
they are interconnected, interdependent, and non-divisible. Principle
5: Businesses should respect and promote
human rights.
Human rights are identified by this principle as being
inalienable to every person and as being applied equally
to everyone. It is believed that these human rights are
indivisible, related, inalienable, and inherent. This
principle acknowledges the primacy of the State’s
obligation to protect and uphold human rights and is
inspired, informed, and guided by the International Bill
of Rights and the Indian Constitution.
Principle 6: Businesses should respect and make
efforts to protect and restore the environment.
Source: https://twitter.com/AbhirupDas/status/1482029244301688840
S o u1:rBusinesses
Principle c e : h t t pshould
s : // t w i t t e r.
conduct andc ogovern
m /A themselves
bhirupD a s integrity
with /s t a t uand
s / in a This principle prioritizes environmental issues that
1482029244301688840
manner that is ethical, transparent, and accountable. are interrelated on a local, regional, and global scale
The guiding principle of businesses' governance of their economic, social, and environmental when addressing issues such as pollution, biodiversity
Principle
responsibilities, 1: Businesses
guarantees ethical behaviorshould conductfunctions,
in all operations, and govern
and processes.
conservation, sustainable resource use, and climate
themselves
Businesses with integrity
will hold themselves and
accountable for the in a manner
successful that is
adoption, implementation,
and disclosure of their performance since they are seen as essential components of society. change methodically and comprehensively. The guiding
ethical, transparent, and accountable.
Principle 2: Businesses should provide goods and services in a manner that is concept pushes businesses to implement environmental
sustainable and safe.
The guiding principle of businesses’ governance of their procedures and practices that reduce or completely
The guiding principle highlights the need for companies to prioritize resource efficiency and eradicate the negative impacts of their activities along the
economic, social, and environmental responsibilities,
safety when designing and producing their goods. These goods must be produced in a way
guarantees
that adds ethical
value throughout behavior
their whole in all
life cycle, fromoperations, by reducing and entire value chain. Additionally, it convinces companies
functions,
design to disposal,
andtheirprocesses.
mitigating Businesses
negative effects on will hold
society and the environment. are encouraged to act under the Precautionary Principle at all times.
themselves
Businesses
by this principle to comprehend all relevant sustainability issues throughout their value chain
accountable for the successful adoption, implementation,
and product life cycle. Principle 7: Businesses, when engaging in influencing
and3:disclosure
Principle of their
Businesses should performance
respect and promote since they are
the well-being of seen as
all employees,
public and regulatory policy, should do so in a manner
essential
including those in components
their value chains.of society.
that is responsible and transparent.
This principle encompasses all practices and policies about fairness, respect, and well-being
Principle 2: Businesses should provide goods and
and providing decent work for all workers involved in a company or its supply chain, without This principle acknowledges that companies function
services
discrimination andinin a manner
a way that diversity.
that promotes is sustainable
The conceptand safe. between an
distinguishes
employee's welfare and that of his or her family. within particular national and international legal and
The guiding principle highlights the need for companies policy frameworks that both set limits and boundaries and
to prioritize resource efficiency and safety when direct business growth. The principle acknowledges that
designing and producing their goods. These goods must businesses have the right to interact with governments
be produced in a way that adds value throughout their to influence public policy or to resolve grievances.
whole life cycle, from design to disposal, by reducing Furthermore, public policy advocacy is required by law to
and mitigating their negative effects on society and advance the public good.
the environment. Businesses are encouraged by this
Principle 8: Businesses should promote inclusive
principle to comprehend all relevant sustainability issues
growth and equitable development.
throughout their value chain and product life cycle.
The concept outlines the obstacles to the nation’s social
Principle 3: Businesses should respect and promote
and economic development and strengthens the national
the well-being of all employees, including those in
development agenda under governmental priorities and
their value chains.
policies. This is important in areas with low human
This principle encompasses all practices and policies development and social unrest. In this development
about fairness, respect, and well-being and providing agenda, the principle referred to the necessity of

98 | MAY 2024 CHARTERED SECRETARY

 Unlocking the Power of ESG Integration: A Roadmap for Sustainable Growth

ARTICLE
cooperation between corporations, governmental CONCLUSION
organizations, and civil society.
In conclusion, as businesses in India embrace sustainability,
This principle restates the interdependence of business ESG reporting is becoming more and more significant.
success, equitable development, and inclusive growth. Their dedication to responsible practices is demonstrated
by the BRSR Reporting framework. It assesses them
Principle 9: Businesses should engage with and provide based on social, governance, and environmental factors,
value to their consumers in a responsible manner. encouraging openness and responsibility. Global ESG
trends are aligned with BRSR reporting guidelines,
The foundation of the idea is the idea that a company’s main
which are mandatory for India’s top 1000 companies
goal should be to provide its customers with safe products
and supported by SEBI and an ESG advisory committee.
and services so that they can benefit from them both. It
Businesses gain from this reporting because it promotes
acknowledges that customers have the freedom to choose
innovation, guarantees compliance, establishes trust, and
how they want to use goods and services, and businesses
tracks growth. For Indian businesses, it’s a critical step
work hard to give their customers safe products that are
towards a more sustainable and accountable future.
reasonably priced, simple to use, and safe to discard.
Together with other important stakeholders, businesses Corporate sustainability in India has been greatly
have a big part to play in reducing the negative effects of influenced by the BRSR framework, which has pushed
excessive product consumption that have an impact on businesses to adopt more ethical and sustainable practices
people’s general well-being and society as a whole. and brought them into line with global ESG metrics.

WAY FORWARD REFERENCES:

It is still early for ESG regulations to take off, given the i. ht t p s ://w w w.t e c ht ar ge t .c om /wh at i s/d e f init i on /
growth of corporate India. Taking into account the environmental-social-and-governance-ESG
significance of these regulations, the government may ii. ht t ps://w w w.ibm .com/t opic s/e sg-
devise a range of policies and directives to aid in their reporting#:~:te xt=T he%20goal%20of %20ESG%20
advancement. reporting,the%20valuation%20of%20a%20company.
iii. https://www.ibm.com/blog/indian-brsr-reporting/
iv. ht t ps://sparkle .con sulting /7-ke y-challenge s-e sg-
reporting-challenge/
v. https://business.outlookindia.com/opinions-and-blogs/
the-challenges-and-opportunities-of-esg-investing-in-a-
complex-regulatory-landscape
vi. https://www.techtarget.com/sustainability/definition/
ESG-reporting
vii. ht t ps://incor pa dvi sor y.in / blog /int roduct ion-t o -
brsr-compliance-a-sebi-mandate/#:~:text=The%20
Securities%20and%20E xchange%20Board ,22%20
being%20a%20voluntary%20year.
viii. https://www.knowesg.com/featured-article/benefits-of-
becoming-esg-certified-for-professionals
ix. h t t p s : // w w w. i n d i a f i l i n g s . c o m / l e a r n /n a t i o n a l -
guidelines-on-responsible-business-conduct/
#:~:text=The%20Ministry%20of%20Corporate%20
Affairs,requirements%20of%20the%20regulatory%20
compliance.
x.
ht t p s ://w w w. live l aw.in / l aw s c ho o l/a r t i c l e s/t h e -
difference-in-a-criminal-writ-criminal-revision-and-
482-the-plight-of-a-litigant-in-choosing-the-gate-
://www.businesstoday.in/interactive/longread/the-esg-imperative-indian-businesses-future-ready-
S o u rc e :ht t p s ://w w 265-20-06-2023
w. b u s in e s s t o d ay.in /in t e ra c t ive / 254793?infinitescroll=1
longread/the-esg-imperative-indian-businesses-future-
only a small portion of the nation's registered companies are covered
ready-265-20-06-2023 by the SEBI
xi. https://www.corpseed .com/knowledge-centre/esg-
for 2023. The Ministry of Corporate Affairs (MCA) and SEBI will reporting-a-comprehensive-analysis-of-brsr-disclosure-
be essential in
ia adopt andPresently, onlyon
capitalize a small
globalportion
trends. of the nation’s registered in-india
companies are covered by the SEBI regulations for 2023.
The Ministry of Corporate Affairs (MCA) and SEBI will xii. https://www.advisorkhoj.com/news/Mutual-Fund/
BRSR-Making-ESG-accessible
on, as businesses in India
be essential embrace
in helping sustainability,
India ESG reporting
adopt and capitalize on is becoming more

global trends.
CS

gnificant. Their dedication to responsible practices is demonstrated by the BRSR

framework. It assesses them based on social, governance, and environmental
ouraging openness and responsibility.
CHARTERED SECRETARY Global ESG trends are aligned with BRSR MAY 2024 | 99
uidelines, which are mandatory for India's top 1000 companies and supported by
an ESG advisory committee. Businesses gain from this reporting because it
 Articles Part - II

Estimating the Burn Rate in Start-Up Environment

ARTICLE

and a Study of Burnout Cost in Recently Listed

Companies
Start-ups in the Indian environment operate in a closely competitive space, often backed by venture
capitalists. Estimating burnout rates is essential to understand the short-term financial viability of
these businesses. It aids in future planning, resource allocation, and operational adjustments. With
the surge in Start-ups in India since 2004, it is estimated that 84,000 recognized by the Government
of India under the Start-up India initiative, the estimation of burn rates has become even more
crucial for driving the Start-up economy forward.

Traditional Methodologies of estimating the Burn rate

or Burn cost:
Traditionally, burning cost is used by insurance companies
as the “ratio of incurred losses within a specified amount
in excess of the theoretical amount of premium it would
take only to cover losses.”
However, in the Start-up context, it is now limited to the
incubation and scaling stages of enterprises, as they are
expected to generate revenue and profits post-gestation
CS R L N Sundar Kumar, ACS period. The formula for calculating burnout cost involves
Practising Company Secretary segregating operating and non-operating expenses to
Sundar & Co, Chennai understand the costs associated with business operations.
[email protected]
The traditional formulae created for burn cost in an
enterprise is as follows:
INTRODUCTION

T
Total Capital/Monthly operating expenses = Runway
he burn rate signifies the pace at which an
enterprise depletes its reserves. For Start- Where, total monthly operating cost is the gross burn rate
ups, particularly, it represents how quickly and when the gross burn rate is reduced by the amount
they consume the capital invested by their of cost of goods sold leading us to net burn rate. The
backers, such as venture capital or seed funds. runway in the burn rate refers to “how much the monthly
The term ‘burn’ alludes to the expenditure of money, operating expenses would be covered by the total capital
indicating the enterprise’s outflow of funds to sustain its in hand”.
operations. Estimating and comprehending the nature,
rate, and management of burnouts becomes imperative Indian funding or financing scenario has traditionally
as it directly impacts the survival and longevity of the been the following:
enterprise.
1. Bootstrapping
Need for Estimating the Burn Rates in Start-Up
Environment: 2. Seed Funding, with aid from Government of India/
State
Start-ups in the Indian environment operate in a closely
competitive space, often backed by venture capitalists. 3. Loans from Banks, friends, and families
Estimating burnout rates is essential to understand the
short-term financial viability of these businesses. It aids 4. Venture Capital funds
in future planning, resource allocation, and operational 5. Angel Capital funds
adjustments. With the surge in Start-ups in India since
2004, it is estimated that 84,000 recognized by the Estimating Burnout cost in current financing scenarios
Government of India under the Start-up India initiative,
the estimation of burn rates has become even more  To estimate burnout costs accurately, it’s crucial to
crucial for driving the Start-up economy forward. Pricing differentiate between operating and non-operating
decisions, costing and management decisions can be expenses. Operating costs refer to expenses directly
ascertained using burn rates, as discussed in this research related to business operations, while non-operating
paper costs are unrelated to core business activities. The

100 | MAY 2024 CHARTERED SECRETARY

 Estimating the Burn Rate in Start-Up Environment and a Study of Burnout Cost in Recently Listed Companies

ARTICLE
bifurcation between these two heads of expenses is In this example, the burnout rate is negative (-2.6%),
to understand the costs categories involved to plan indicating that the revenue generated is higher than the
remedial action based on the burn rates. total burnout cost. This could be a positive sign for the
enterprise. Adjust the values according to your actual
 The total of expenses incurred in the operating and financial data for a more accurate analysis.
non-operating expenses is the total burnout or cost/
money lost in operations. CASE STUDY
 Deducting revenue from total expenses yields the Estimation of Burnout Rate of recently listed company
net cost of burnout, which represents the total losses
incurred by the enterprise. Dividing this value by the About the Company:
total investment provides the burnout rate. The company is an Indian multinational restaurant
 In estimating burnout rates, consideration must be aggregator and food delivery company, founded in the
given to both cash and non-cash expenses. While year 2008. The company provides information, menus
calculating the cash burnout rate is straightforward, and user-reviews of restaurants as well as food delivery
including non-cash expenses like depreciation options from partner restaurants in more than 1,000
provides a more comprehensive understanding of Indian cities, as of 2022.
burnout costs.
S. Particulars FY 2021-22 FY 2020-21
Suggested format for Calculating the Burnout Rate No (INR Million) (INR Million)
1 Operating Cost 14,790 5,784
Method -1: Estimating the Burnout rate (without
considering cash/non-cash aspects of business) 2 Non-Operating Cost 38,928 15,987
3 Total Burnout in 73,704 32,017
S. Operations (1+2)
Particulars Value
No
4 Interest/Finance Cost 55 79
1 Operating Cost xxx
5 Gross Burnout of the 53,733 21,850
2 Non-Operating Cost xxx Enterprise (3+4)
3 Total Burnout in Operations (1+2) xxx Less:
4 Interest/Finance Cost xxx 4 Revenue (36,110) (17,139)
5 Gross Burnout of the Enterprise (3+4) Xxx 5 Net Cost of Burnout 17,663 4,711
Less: Xxx (3-4)
4 Revenue Xxx 6 Total Investment 1,67,854 82,428
5 Net Cost of Burnout (3-4) Xxx including share
capital, reserves and
6 Total Investment including share capital, Xxx loan funds
reserves and loan funds
7 Burnout Rate 10.52% 5.72%
7 Burnout Rate ((5/6)*100) xxx (5/6)*100
Method-2: Estimating the Burnout rate (Cash Burnout Total Investment of the company:
Rate)*
Particulars Amount in INR Amount in INR
S. Particulars Value Million for Million for
No FY 2021-22 FY 2020-21
1 Operating Cost Xxx Equity 1,67,672 82,094
2 Non-Operating Cost Xxx Lease Liabilities 182 334
3 Less: Non Cash Expenses (Depreciation) Xxx Total 1,67,854 82,428
4 Total Burnout in Operations (1+2-3) Xxx
Analysis of the above computation:
5 Interest/Finance Cost Xxx
6 Gross Burnout of the Enterprise (4+5) Xxx 1. Operating and non-operating costs have been
Less: classified as per the logic below
7 Revenue (Xxx) a. Employee Benefit Expenses – Operating Expenses
8 Net Cost of Burnout (6-7) (Xxx)
b. Finance Cost – Non – Operating Expenses
9 Total Investment including share capital, (Xxx)
reserves and loan funds c. Depreciation & Amortization Expenses – Non –
10 Burnout Rate ((8/9)*100) xxx Operating Expenses

*Assuming costs are incurred in cash. d. Other Expenses - Non – Operating Expenses

CHARTERED SECRETARY MAY 2024 | 101

ARTICLE Estimating the Burn Rate in Start-Up Environment and a Study of Burnout Cost in Recently Listed Companies

2. Revenue has increased by INR 18,971 million, the cities as of September 2021. Besides food delivery,
operating cost by 155.71% and the non-operating the company also provides on-demand grocery
costs by 143.50% deliveries.
3. The revenue increase of INR 18,971 million, has not The computation of burnout cost is as follows:
contributed to decrease in the burnout rate, which has
increased from 5.74% to 10.53%.
S. Particulars FY 2021-22 FY 2021-22
4. On perusal of the cash flow statements of the No (INR Million) (INR Million)
company, the cash loss made by the company is INR
10,978 million in the FY 2021-22 and INR 8,860 in the 1 Operating Cost 14,790 5,784
FY 2020-21. This denotes that the cash burnout would 2 Non Operating Cost 38,928 15,987
have been 6.55% and 10.79% respectively.
3 Total Burnout in 73,704 32,017
5. This denotes that the reserves available, would be Operations (1+2)
deteriorating by 10.53% every year if the burnout
occurs at this pace. 4 Interest/Finance 55 79
Cost
Graphically
5 Gross Burnout of the 53,733 21,850
Enterprise (3+4)

Less:

4 Revenue (36,110) (17,139)

5 Net Cost of Burnout 17,663 4,711

(3-4)

6 Total Investment 1,67,672 82,094

including share
capital, reserves and
loan funds

Burnout Rate 7 Burnout Rate 10.53% 5.74%

(5/6)*100
14.00%
12.00% Estimating the average burnout of newly listed entities:

10.00%
S. Particulars FY 2021-22 FY 2021-22 FY 2021-22
8.00% No (INR (INR (INR
Million) Million)* Million)
6.00%
4.00% Industry of the Supply Marketplace Point
entity Chain Services of Sales
2.00% Services Services
0.00% Year of listing 2022 2021 2021
0 10000 20000 30000 40000 50000
1 Operating Cost 55,173.69 650.352 51,350
a. For the First Graph, analysing the gross burnout and
revenue, X axis (horizontal line) is denoted by amount 2 Non-Operating 13,309.25 154.819 12,830
in INR and Y (vertical line) axis by the year of analysis. Cost
a. For the First Graph, analysing the gross burnout and revenue, X axis (horizontal line) is
b. For the denoted by amount
second graph, in INR
analysing the and Y (vertical
burnout rate inline) axis by the
3 Total year of analysis.
Burnout 68,482.94 805.171 64,180
percentage
b. Forvisthea vis the revenue,
second X axis is denoted
graph, analysing by rate ininpercentage
the burnout Operations vis a vis the revenue, X
the amounts (1+2)
axis isindenoted
INR andbyY the
axisamounts
(verticalinline)
INRbyandtheY axis (vertical line) by the burnout rate.
burnout rate.
4 Interest/ 938.91 1.395 381
ESTIMATING BURNOUT COSTS IN A Finance Cost
Estimating Burnout Costs in a Start-up environment
START-UP ENVIRONMENT 5 Gross 69,421.89 806.566 64,561
The company is an Indian online food ordering and delivery platform.
BurnoutFounded
of in 2014, the company
The company is an Indian online food ordering and the Enterprise
is based in Bangalore and operates in 500 Indian
delivery platform. Founded in 2014, the company cities as of September 2021. Besides food delivery,
(3+4)
the company also provides on-demand grocery deliveries.
is based in Bangalore and operates in 500 Indian
The computation of burnout cost is as follows:
102 | MAY 2024 CHARTERED SECRETARY
S Particulars FY 2021-22 FY 2021-22
No (INR Million) (INR Million)
 Estimating the Burn Rate in Start-Up Environment and a Study of Burnout Cost in Recently Listed Companies

ARTICLE
Less:
7 Burnout Rate (5/6)*100
4 Revenue (60,808.55) 10.53%
(341.603) 5.74%
(41,754)
Total monthly operating cost is the gross burn
5 Net Cost of 8613.30 464.963 22,807 rate and when the gross burn rate is reduced
Burnout (3-4) by the amount of cost of goods sold leading us
Estimating the average burnout of newly listed entities:
S 6 Total
Particulars 61,571.46 19,353.54
FY 2021-22 1,37,125FY 2021-22
FY 2021-22
to net burn rate. The runway in the burn rate
No Investment (INR Million) (INR Million)* (INR Million) refers to “how much the monthly operating
Industry of the entity Supply Chain Marketplace Point of Sales
including Services Services Services
expenses would be covered by the total capital
share capital,
Year of listing 2022 2021 2021 in hand”.
1 Operatingreserves
Cost and 55,173.69 650.352 51,350
2 loan funds
Non-Operating Cost 13,309.25 154.819 12,830
3 Total Burnout in Operations (1+2) 68,482.94 805.171 64,180
4 Interest/Finance
7 Burnout CostRate 13.99% 938.91
2.40% 1.395
16.63% 381
5 Gross Burnout of the Enterprise 69,421.89 806.566 64,561
(3+4) (5/6)*100
Less:
S. Particulars FY 2021-22 FY 2021-22
4 1. When analysing the (60,808.55)
Revenue financials of (341.603)
the newly (41,754) No (INR Million) (INR Million)*
5 Net Costlisted
of Burnout (3-4)
companies over the8613.30last couple464.963
of years, 22,807
6 Total Investment including share 61,571.46 19,353.54 1,37,125
Industry of the Telecom Services
the average of
capital, reserves and loan funds the company’s burnout is ranging entity
7 Burnout from 2.40% to 16.63%
Rate (5/6)*100 13.99% leaving2.40% the questions16.63%
Year of listing 2022 2021
open for further analysis on the burnout
1. When theory.
analysing the financials of the newly listed companies over the last couple of years, 1the Operating Cost 2,27,872 650.352
average of the company’s burnout is ranging from 2.40% to 16.63% leaving the questions
2. Graphical
open for representation
further analysis of the companies’ burnout
on the burnout theory.
2 Non Operating Cost 2,28,575 154.819
2. Graphical
raterepresentation of the companies’
is represented below: burnout rate is represented below: 3 Total Burnout in 4,56,447 805.171
Operations (1+2)
Burnout Rate 4 Interest/Finance 2,09,734 1.395
Supply Chain
20
Cost
15 5 Gross Burnout of the 6,66,181 806.566
10 Enterprise (3+4)
5
Less:
0
4 Revenue (3,83,182) (341.603)
POS Service Marketplace 5 Net Cost of Burnout 2,92,999 464.963
(3-4)
6 Total Investment 61,571.46 19,353.54
including share
capital, reserves and
Revenue vs Net Burnout Cost loan funds
70000
7 Burnout Rate 13.99% 2.40%
60000 (5/6)*100
50000

40000 Where in the column reference A, where the company

30000 had decided to show finance income as deduction
20000
from expenditure, for readability the same has
been re-classified as income in the computation
10000
above.
0
Revenue Burnout
Relationship of the “Burnout Cost” vis a vis
Supply Chain Marketplace POS Service
other costs in the general cost accounting
frameworks.
*the company reported the results in INR lacs, which
*the company reported the results in INR lacs, which has been converted to INR millionare
There for
broadly the following cost types in the cost
has been converted to INR million for maintaining
maintaining uniformity.
uniformity. accounting practise, namely, the prime cost, works cost,
cost
The further research on the topic, on analysing the burnout in telecom industry, where of production
burnout is and cost of sales. The costs have the
prevalent
The of two major
further players listed
research oninthe
stock exchange
topic, inonIndia has the following
analysing the results:following definitions, namely prime costs consists of
burnout
S in telecom industry, where burnout
Particulars FY 2021-22 is prevalent direct material, labour costs, adjustments to stock and
FY 2021-22
No two major players listed in stock exchange
of (INR Million)
in India has direct expenses, namely direct employee or any other
(INR Million)*
Industry of the entity Telecom Services
the following results:
Year of listing 2022
direct costs.
2021
1 Operating Cost 2,27,872 650.352
2 Non Operating Cost 2,28,575 154.819
3 CHARTERED
Total SECRETARY
Burnout in Operations (1+2) 4,56,447 805.171 MAY 2024 | 103
4 Interest/Finance Cost 2,09,734 1.395
5 Gross Burnout of the Enterprise (3+4) 6,66,181 806.566
Less:
ARTICLE Estimating the Burn Rate in Start-Up Environment and a Study of Burnout Cost in Recently Listed Companies

When the factory expenses added to the prime costs, we get works/factory costs after adjustments, if
any to the work-in-progress. When the administration costs are added to the above cost, we get the
gross cost of burnout.
The concept of gross cost of burnout refers to the total cost of non-recovery or the total cost of
operations and non-operations. This helps in showing the distinctive cost of burnout from operating
cost and non-operating costs. Revenue from operations or the total revenue is then deducted from the
gross burnout cost so as to really know the “net” rate of the burnout, which means that the revenue,
which helps in recovering full or part of the burnout has to be discounted against the costs already
incurred to know the real rate of the burnout in the company.
Comparison of burnout rate vis a vis other indicators
Net Profit ratio is denoted by the Net Profit upon the turnover.

When the factory expenses added to the prime costs, c. Neta. Profit
Net Profit ratio
refers to may beearned
the money negative due
by the entity afterto losses,frombut
all expenses its total
turnover.
we get works/factory costs after adjustments, if any to the burnout ratio is necessarily denoted in positive
the work-in-progress. When the administration costs terms.
are added to the above cost, we get the gross cost of a. While the net profit ratio, denotes the Net profit upon the turnover, it does not necessarily

burnout. Net Profit Ratio vs the burnout rate:

denote the burnout rate.
b. Net Profit ratio may be negative due to losses, but the burnout ratio is necessarily denoted
in positive terms.
The concept of gross cost of burnout refers to the total Particulars
Net Profit Ratio vs the burnout rate:
Supply Chain Company
cost of non-recovery or the total cost of operations and Net Profit (10,980)
non-operations. This helps in showing the distinctive Turnover Particulars 41,085 Supply Chain
cost of burnout from operating cost and non-operating Net Profit Ratio -26.72%
Company
Net Profit (10,980)
costs. Revenue from operations or the total revenue is Turnover
then deducted from the gross burnout cost so as to really Burnout Rate 13.99%41,085
Net Profit Ratio -26.72%

know the “net” rate of the burnout, which means that

the revenue, which helps in recovering full or part of the Burnout vs Net Profit
burnout has to be discounted against the costs already 30

incurred to know the real rate of the burnout in the 25

company.
20

COMPARISON OF BURNOUT RATE VIS A 15

VIS OTHER INDICATORS

10

Net Profit ratio is denoted by the Net Profit upon the 5

turnover.
0
a. Net Profit refers to the money earned by 0 5 10 15 20 25 30

the entity after all expenses from its total

turnover. Graphically, the burnout cost occurs before the burnout
cost, necessarily meaning burnout costs are not part of
b. While the net profit ratio, denotes the Net profit the usual methods of calculation of various ratios and it is
upon the turnover, it does not necessarily denote the imperative that a ratio to understand the burnout that is
burnout rate. happening inside the company.

104 | MAY 2024 CHARTERED SECRETARY

 Estimating the Burn Rate in Start-Up Environment and a Study of Burnout Cost in Recently Listed Companies

ARTICLE
It becomes more important for Start-ups to understand of the reserves is being used for running the company. To
the burnout to plan and forecast their future convert the rate into number of days, we need to change
management of costs. The relationship between net- the formula to accommodate the changes in number of
profit ratio and the burnout is to be deeply understood. days.
The net profit ratio and burnout ratio seem to be
same; it is not the case, net profit ratio measures the The formula would convert the net cost of burnout
profit based on the turnover, on the other hand, the into number of days. The formula would be Net Cost of
burnout ratio measures the cost element of the entity Burnout / 365. The number of days can also be equated to
based on the total funds that has been utilised for the the operating cycle of the company to better understand
entity. the need for intervention to ensure going concern of the
company.
In reality, the net profit ratio and burnout
ratio go hand in hand to measure the profit on Net Cost of Burnout in Days for the FY 2021-22 :
turnover and the costs involved in running of the
61,571/365 = 168.68 days or 169 Days
enterprise.
It can be understood that the reserves will be depleted
ESTIMATING THE BURNOUT RATIO IN within 169 days if the same conditions are maintained by
OTHER TERMS the entity.
As per definition, burn-rate stands for the speed at
which an enterprise consumes its reserves. It becomes CONCLUSION
imperative to understand the number of days by which To conclude, the standardisation of calculation of
the reserves are being consumed to establish cost burnout costs and rate is need of the hour, as India is
management remedies. emerging as a Start-up capital of the world. Estimation
When we take up the example as above, and prediction of the burnout rates helps in financial
planning, cost management and managing the enterprise
in an informed manner.
S. Particulars FY 2021-22 FY 2021-22
No (INR Million) (INR Million)* The reporting of burnout cost is insignificant in
Start-up environment specifically as it informs the
Industry of the entity Telecom Services
stakeholders how the company burns the reserves of
Year of listing 2022 2021 the entity.

1 Operating Cost 2,27,872 650.352 Benchmarking of the ratio, with respect to

various industries and standardisation, is a
2 Non Operating Cost 2,28,575 154.819 vast area of research which can improve cost
management, governance and possibility of cost
3 Total Burnout in 4,56,447 805.171
reduction.
Operations (1+2)

4 Interest/Finance 2,09,734 1.395 REFERENCES:

Cost
i. M/s Zomato Limited Annual Report for the FY 2021
5 Gross Burnout of the 6,66,181 806.566 and FY 2022
Enterprise (3+4)
ii. M/s Delivery Limited Annual Report for the FY 2021
Less: and FY 2022
4 Revenue (3,83,182) (341.603)
iii. M/s Vodafone Idea Limited Annual Report for FY 2021
5 Net Cost of Burnout 2,92,999 464.963 and FY 2022
(3-4)
iv. M/s Spinny Annual Report for FY 2021 & FY 2022
6 Total Investment 61,571.46 19,353.54
including share v. https://www.startupindia.gov.in/content/sih/en/
capital, reserves and funding.html
loan funds
vi. h t t p s : //p i b . g o v. i n / P r e s s R e l e a s e I f r a m e P a g e .
7 Burnout Rate 13.99% 2.40% aspx?PRID=2002100
(5/6)*100
vii. https://www.investopedia.com/terms/b/burnrate.asp
The burnout is being done at a rate of approximate rate of
14% in the FY 2021-22 which means that, every year 14%  CS

CHARTERED SECRETARY MAY 2024 | 105

 Invitation For Research Papers In
CS Journal – June 2024 Issue
We invite Research papers/ Manuscripts to publish in ‘Chartered Secretary’ with the objective of creating
proclivity towards research among its members both in employment and practice. As research is an integral
part the of scientific approach towards an issue for arriving at concrete solutions, in view of this it is essential
to ensconce the research-oriented approach. Further, research is pervasive, i.e., it is not restricted to a
particular field. Whether it is engineering, management, law, medicine, etc. without proper research, it is
almost next to impossible to ascertain the solution of a problem.

Contributions may be sent on topics like Secretarial Practice, Auditing Standards, Company Law, Mercantile
Law, Industrial Law, Labour Relations, Business Administration, Accounting, CG & CSR, Legal Discipline,
and Digital Transformation & Artificial Intelligence or on any other subject and topic of professional
interest.

Participants are requested to send their articles/ research papers with the following terms:

 The article/research papers should be original and exclusive for Chartered Secretary.

 It should be ensured that the article has not been/will not be sent elsewhere for publication.

 Article/ research papers should include a concise Title, Abstract name of the author(s) and address.

Members and other readers desirous of contributing articles may send the same latest by Saturday,
May 25, 2024 for the June 2024 issue of Chartered Secretary Journal at [email protected]

The length of the research paper should ordinarily be between 2,500 - 4,000 words. The research paper
should be forwarded in MS Word format.

We look forward to your co-operation in making this initiative of the Institute a success.

Regards,
Team ICSI

106 | MAY 2024 CHARTERED SECRETARY

 RESEARCH
2
CORNER

¡ ‘CREDIT AUDIT’ OF BANKS WITH EMPHASIS ON ‘HIGH CARBON INTENSITY’ PROJECT

FINANCE

CHARTERED SECRETARY MAY 2024 | 107

 ‘Credit Audit’ of Banks with Emphasis on ‘High
RESEARCH CORNER

Carbon Intensity’ Project Finance

‘Credit Audit’ involve a methodical and impartial review of a Borrower’s Credit History, Financial
Stability, and Adherence to Credit Guidelines and Standards. Conducted by External Auditors, Credit
Audits evaluate the precision and Quality of the Credit details, detect Potential Risks or Concerns, and
offer Suggestions for Enhancement. These Audits play a Critical Role in guaranteeing that Credit
Evaluations trust on dependable and pertinent information, and that Credit Procedures adhere to a
Uniform and Clear framework.

achieving Net-zero Emissions by the Year 2070. Within

the framework of the ‘Paris Agreement’, India is poised to
attain dual objectives of:
(i) Decreasing Emissions Intensity by 33-35% of GDP
below the 2005 Benchmark by 2030; and
(ii) Enhancing the Portion of Non-fossil Energy in overall
Power Generation Capacity to 40%.
India’s Aim is to Achieve Carbon Neutrality by 2070.
Sunil Dasari
Senior Manager According to MOODY’s Report, roughly 25% to 35% of
Bank of Maharashtra Loans within India’s Banking System are directly linked
Pune to Carbon-intensive Sectors facing Significant Risks
[email protected] associated with the shift to Low-carbon Economic Models.
These encompass Loans to ‘Corporate Entities’ engaged
in Coal-fired Power Production, Coal Extraction, Oil and
INTRODUCTION

T
Gas Sectors, and Diesel-dependent Transportation and
Logistics, among others.
he Fundamental Principles of Lending
primarily center on the concepts of Safety, Furthermore, about 18% of Loans are directly linked
Profitability, and Liquidity of Advances to the Agriculture Sector, which remains vulnerable to
by following the Regulatory Guidelines. Extreme Weather occurrences like Droughts, Floods,
Loan Accounts are scrutinized with great and Cyclones. Besides a substantial portion of loans to
care by Auditors. The examination of loan accounts is Carbon-intensive Sectors residing on Banks Balance
categorized into three components namely Preliminary Sheets, the objective of attaining ‘Carbon Neutrality’ has
Check, Disbursement, and Post-Disbursement Inspection yet to become a Top Priority for Indian Banks.
/ Verification.
According to a MOODY’s Report by Climate Risk
‘Credit Audit’ evaluates the Adherence to Sanctions Horizons, only 10 out of 34 Indian Banks have commenced
and Post-sanction Protocols stipulated by the Banks disclosing Scope 1 and 2 Emissions as of 2023. Eight
Periodically. Risk is an inherent element of the of these have also started disclosing certain Scope 3
Bank’s Operations. The importance of Proficient Risk Emissions. Moreover, No Indian Bank is Currently part
Management cannot be overstated in the context of of the Net-Zero Banking Alliance, a Component of the
‘Financial Stability’ for any Banking Institutions. The Glasgow Financial Alliance for Net Zero, which aims to
Primary Goal of ‘Credit Audit’ is to enhance the ‘Quality gather a Critical Mass of Commitments from the Global
of the Commercial Credit Portfolio’ continually. Aligned Financial Sector to achieve the Goal of Net-Zero Carbon
with “Risk Focused Internal Audit” of Banks, it assesses Emissions. While the predominant pressure on Indian
Default Probabilities, Identifies Risks, and proposes Banks to address the Net-Zero Transition continues
measures for Risk Mitigation. to stem from International Investors, Local Regulators
are beginning to acknowledge the significance of the
ASSESSMENT OF ‘ENVIRONMENTAL RISK’ ‘Green Economy’ in maintaining competitiveness. In
IN CREDIT PROPOSALS OF BANKS alignment with its drive for ‘Sustainable Financing’, the
RBI introduced the Regulatory Framework for ‘Green
Primary focus on Environment, Society, and Collective Deposits’. The Framework, effective from June 1, 2023,
advancement is the Central Theme of discussions in mandates that Regulated Entities (REs) / Banks establish
various National and International Arenas. India has a Board-approved Financing framework for the Efficient
taken a significant stride by declaring its commitment to Allocation of Green Deposits.

108 | MAY 2024 CHARTERED SECRETARY

 ‘Credit Audit’ of Banks with Emphasis on ‘High Carbon Intensity’ Project Finance

Financial Institutions / Banks are dedicated to evaluating

RESEARCH CORNER
and reducing Environmental and Social Risks within
their Loan Portfolio, particularly in the Corporate Sector.
Simultaneously, they will guarantee sufficient ‘Credit “Primary focus on Environment, Society, and
Flow’ to Key Sectors of the Economy, with a focus on Collective advancement is the Central Theme of
Priority Areas. Through their lending operations, the discussions in various National and International
Credit Institutions / Banks will strive to facilitate Fair and Arenas. India has taken a significant stride by
Transparent access to Credit for Individuals and Entities, declaring its commitment to achieving Net-Zero
thereby fostering Inclusive and Equitable Growth.
Furthermore, they will ensure Compliance of their Emissions by the Year 2070.”
lending activities with relevant Indian Laws, Regulations,
as well as ‘International Agreements’ concerning the
Environment, Society, and Biodiversity endorsed by India.
The Credit Institutions / Banks will exercise Caution in Climate Change possesses distinct Characteristics that
Financing activities that have a ‘Negative Impact’ on the necessitate focused attention and a different management
Environment, Violate Human or Animal Rights, or are approach Compared to Traditional Financial Risks. Its
Illegal under National or International Laws. They intend impact is extensive in terms of Scope and Relevance across
to establish a Comprehensive List of Prohibited Activities various Industries, Sectors, and Regions. While there is
Detrimental to the Environment and Society and refrain a High Level of certainty that a combination of Physical
from Funding Projects on this list. and Transition Risks will apparent in the future, the
Climate-related Risks are those Risks that can Potentially exact timing, outcomes, and pathways remain uncertain,
Emerge from Climate Change or from efforts to Mitigate leading to uneven distribution of impacts among countries
Climate Change, along with their associated impacts and and regions. Consequently, relying solely on Historical
the resulting Economic and Financial Implications. These Data and Traditional Risk Assessment Methods may not
Risks have the Capacity to affect the Financial Sector sufficiently capture the future implications of Climate
particulars the Banks through Two main avenues: Change. The irreversible Consequences of Climate
Change due to the accumulation of Greenhouse Gas
 Physical Risks and Emissions in the atmosphere beyond a specific threshold
highlight the Critical need for proactive measures today
 Transition Risks. to mitigate future impacts.
Physical Risks encompass the Economic Expenses
and Financial Damages that stem from the escalating
‘ESG ASSESSMENT’ IS A PART OF ‘CREDIT
Frequency and Severity of Extreme Weather events AUDIT’
linked to Climate Change, such as Floods, Heatwaves,
Landslides, Storms, and Wildfires (referred to as Acute The Conventional Methodology of the “Credit Audit
Physical Risks). The gradual, long-term alterations in Process” historically relied on Two Primary evaluations
Climate like shifts in precipitation, extreme weather for Approximating Creditworthiness:
variability, Ocean Acidification, Rising Sea Levels, and (i) Financial and
Average Temperatures (known as Chronic Physical
Risks); as well as the indirect consequences of Climate (ii) Non-financial.
Change like the Loss of Ecosystem Services (e.g., Water
Scarcity, Soil Quality Degradation, or Marine Ecosystem The Non-financial assessment entails scrutinizing
Deterioration). The impact of Physical Risks is Contingent aspects such as Business Operations, Industry Trends,
on the Geographical Location, given the Diverse Climate Managerial Practices, among others. These evaluations
patterns exhibited in different Regions. For instance, the Aid the Credit Auditor in comprehending the inherent
occurrence of a Local or Regional Weather event may risks associated with the Credit Proposal / Transaction,
exert stress on the Expected Cash flows to the Banks thus leading to an appropriate Credit Risk Rating /
from an Exposure. Additionally, Chronic Flooding or Grading of the Borrowers.
Landslides could Pose a Risk to the Value of the Collateral
that Regulated Entities have utilized as security against In the contemporary era, there is a heightened Global
loans. Awareness regarding Social and Environmental
Issues. Various market participants, including Issuers,
Transition Risks, on the other hand, pertain to the Risks Intermediaries, and Banks, are under substantial pressure
that arise from the process of transitioning towards to evaluate the impact of Environmental, Social, and
a Low-carbon Economy. This adjustment process is Governance (ESG) considerations on their operations.
influenced by various factors, including alterations in
Climate-related Policies and Regulations, the emergence The Principles for Responsible Investment (UN-PRI),
of Innovative Technologies, and Changes in Consumer supported by the United Nations, have also acknowledged
Sentiments and Behaviours. The Transition Process, that ESG Factors could influence the “Cash Flows of
which involves reducing Carbon Emissions, can have a Borrowers and their Probability of defaulting on Debt
substantial impact on the Economy. Repayments”.

CHARTERED SECRETARY MAY 2024 | 109

 ‘Credit Audit’ of Banks with Emphasis on ‘High Carbon Intensity’ Project Finance

As occurrences of Climate Change become more frequent, Policy Documents and procedural manuals, which
RESEARCH CORNER
the Risks associated with Climate-related events can no facilitate the organization in articulating its Strategy,
longer be disregarded. These Risks have both Financial Objectives, and planned actions to mitigate ESG
and Non-financial repercussions for organizations on a Risks.
Global Scale. Furthermore, issues related to workforce
diversity and other aspects of human capital within 6. Conducting Risk Assessments: ‘Credit Auditor’
business strategies have garnered increased attention. can determine the Significance of ESG measures
Failure to address these factors adequately can lead to to an organization and whether they align with the
potential Reputational Risks. expectations of Lenders, Investors, Customers, and
Other Stakeholders.
The inclusion of ESG Factors in ‘Credit Audits’ enhances
a Financial Institution’s / Bank’s Capacity to evaluate 7. Evaluating the ESG Risk Management
the downside risk inherent in its Lending Operations Framework: ‘Credit Auditor’ can scrutinize a
concerning the Transitional and Physical Risks associated Company’s existing frameworks and Standards
with Climate Change. Implementing an overlay Strategy to confirm their Reasonability, Adherence,
for ESG evaluations represents a crucial initial phase in Alignment with Industry Best Practices, regulatory
accomplishing this objective. A Credit Audit Scorecard requirements, and comparability with similar
is adaptable and can be tailored to meet the diverse needs entities.
of a Bank while remaining responsive to the regulatory
frameworks applicable in the specific jurisdiction where 8. Assessing the Design and Operational Efficiency
each Bank conducts its operations. of Control activities: ‘Credit Auditor’ can conduct
Audits to identify and appraise Critical Controls
Taking into consideration the skillset of “Credit Audit”, necessary to mitigate ESG Risks and uncover
the assistance of Credit Auditors can prove to be beneficial deficiencies or substantial weaknesses across
in enhancing different aspects of the ESG framework
fundamental business operations.
and integrating the essential governance and control
components. Nevertheless, Credit Auditors may assume 9. Reviewing ESG Financial and Non-financial
responsibility for examining the following areas in ESG: Reporting Metrics: A pivotal area for ‘Credit
Auditor’ is to scrutinize the Organization’s ESG
1. Assessing Borrower’s Current ESG Maturity:
The ‘Credit Auditor’ can evaluate the current level Financial and Non-financial reporting data utilized
of maturity of an organization’s ESG strategy by for Public Disclosures to prevent unfounded
benchmarking it against other entities, thereby assertions that could harm the Organization’s
pinpointing potential areas for enhancement. reputation.
Credit Auditor can initiate this process by
10. Collaborating with the Legal and Compliance
creating awareness about ESG priorities and their
implications at the Board and Executive Levels, Department: ‘Credit Auditor’ can Collaborate with
aiding the Board in formulating its ESG Strategy and the Legal and Compliance Units to Validate the
Objectives. Compliance of ESG Reporting Disclosures with
relevant Regulations. For instance, ‘Credit Auditor’
2. Ensuring the Adequacy of Governance Structure can outline the ESG Disclosure Obligations to
and Oversight: ‘Credit Auditor’ can scrutinize the ascertain the required Disclosures, the Responsible
Roles and Duties allocated within the Organization Agencies (e.g., Regulators, State Governments), and
to carry out its ESG Strategy and oversee ESG-related Submission Deadlines.
issues.
Prior to undertaking the task of Conducting a “Credit
3. Validating the Objectives of ESG Risk Management: Audit” for Financial Institutions / Banks, it is Imperative
In terms of monitoring advancements, ‘Credit for the “Credit Auditor” to familiarize oneself with
Auditor’ can verify that the set Goals are Practical, the details of each Industry / Sector. This includes
Measurable, Integrated into the Company’s Strategic understanding the ‘Primary and Ancillary Manufacturing
Goals, and Regularly deliberated upon during Board Processes’, as well as the ‘Environmental Risks’ associated.
Meetings.
Additionally, Knowledge of the Guidelines laid out by
4. Collaborating with Enterprise Risk Management ‘Regulatory Authorities’ such as the Pollution Control
(ERM): It is Imperative for ‘Enterprise Risk Board, State or Central Government, and relevant
Management Schemes’ to encompass Significant Statutory Acts pertaining to different Industries / Sectors
ESG Risks for management to Recognize, Evaluate, is Crucial.
and Address them across the Organization. ‘Credit
Auditor’ can aid management by delineating risks and The following is the detailing their Processes,
assimilating them into their Risk Registers. Environmental Concerns, and Governmental Directives
to facilitate Comprehensive Understanding relates to
5. Ensuring the Documentation of ESG Policies and the Risks associated with ‘Climate Change’ of Cement
Procedures: ‘Credit Auditor’ can Scrutinize ESG Industry.

110 | MAY 2024 CHARTERED SECRETARY

 ‘Credit Audit’ of Banks with Emphasis on ‘High Carbon Intensity’ Project Finance

MODEL CHECK LIST ON ESG FOR “CREDIT

RESEARCH CORNER
AUDITORS”
a) Environmental Issues:
 Regulatory Compliances: Instances of non-
compliance with regulations in relation to
environmental considerations, along with the nature
of the incidents, implemented improvements, and
lessons acquired. Actions taken by regulatory bodies,
such as enforcement measures, prosecutions, or
imposition of fines.
 Natural Hazards: Does the company face exposure
to Natural Disasters like floods, earthquakes, or other
similar events?
 Carbon Emissions and Climate Change Exposure:
Is the company operating in a sector with high energy employees are under a formal contract of employment
consumption? Is there a monitoring system in place and to analyse turnover rates and talent retention
for Greenhouse Gas Emissions, including those within the organization. Additionally, diversity issues,
from indirect sources like outsourced logistics or such as diversity representation on boards and pay gap
end product usage? Is most of the carbon-intensive disparities, should be addressed.
activities outsourced? What strategies are in place
to manage and reduce emissions? Are the operations  Health and Safety: An evaluation of whether the
vulnerable to current or future climate change company operates in an industry with a high health
regulations and associated physical impacts like and safety risk is imperative. It is essential to assess
increased flooding, droughts, or extreme weather if workers are exposed to a high incidence or risk
events? of diseases and whether the company has faced
enforcement actions from regulators due to breaches
 Air Emissions: Are Significant air emissions of relevant health and safety legislation.
produced by the Company’s Operations, such as those
from Oil & Gas, Energy Production, Transportation,  Community Involvement: Companies should be
or Chemical processes? assessed based on their community investments,
sponsorships, and product donations. It is crucial
 Chemicals and Hazardous Substances in the Supply to determine if formal programs are in place to
Chain: Are hazardous substances or chemicals encourage company engagement with the community,
utilized in the production process? Is the management such as volunteering and stakeholder engagement
informed about potential supply disruptions due to initiatives. Previous negative campaigns by NGOs
regulatory phase-outs of these substances? Is there or the media, as well as instances of community or
consideration given to adopting environmentally workforce unrest, should be examined.
friendly and safer raw materials in the production
process?  Consumer Safety and Products Regulations:
Compliance with product-or sector-specific
 Waste Management and Product End-of-life: Does regulations, such as those related to food safety or
the production process generate substantial amounts pharmaceutical Good Manufacturing Practices
of waste or hazardous waste? What initiatives are (GMP), should be scrutinized. Actions taken to
in place to minimize, reuse, or recycle waste? Are ensure the health and safety of consumers need to be
the products designed in a way that reduces their assessed.
environmental impact at the end of their life cycle?
 Customer Privacy: An evaluation of a company’s data
 Soil and Groundwater: Is there a risk of soil
security policy and IT security management system
contamination from the company’s activities? Is
is essential. The sensitivity of the information held by
the company aware of any historical or ongoing soil
the company should be carefully considered, along
or groundwater contamination issues at its site(s)?
with any instances of cyber security breaches in the
Are there any plans for conducting investigations or
past 2-3 Years. Additionally, substantiated complaints
remediation activities?
regarding breaches of customer privacy and loss of
b) Social Issues: customer data should be examined.

 Human Resources: The Composition of the workforce  Fair Disclosure and Labelling / Fair Marketing:
(including employees, self-employed individuals, The requirements pertaining to product and
trainees, and seasonal workers) is a crucial aspect service information, as well as labelling, must
to consider. It is essential to determine whether all be reviewed. Instances of non-compliance

CHARTERED SECRETARY MAY 2024 | 111

 ‘Credit Audit’ of Banks with Emphasis on ‘High Carbon Intensity’ Project Finance

concerning product and service information, CONCLUSION

RESEARCH CORNER
labelling, and marketing communications should be
investigated. ‘Credit Audit System’ adheres to the Guidelines set
forth by the Reserve Bank of India. It complements the
 Innovation: Examination of research and development Risk Management Department’s initiatives to fortify
investment plans, patents, and the development of the Bank’s Internal Control framework. This system
innovative products and services is crucial. serves as a component of the Bank’s Early-warning
mechanism to uncover irregularities and deficiencies.
GOVERNANCE ISSUES It aids in preventing repeated violations of Internal
and Regulatory protocols, thereby reducing Risks
 Roles and Responsibilities: Has an ESG Committee and deterring fraudulent activities. The Focus is on
or Steering Committee been established to oversee thorough scrutiny in Crucial Areas rather than mere
the organization’s Environmental, Social, and Sample Checks.
Governance aspects? Is there a clear commitment
and accountability for sustainability at a senior Sustainable Finance and Climate Risk Management
management level within the organization? Has a have become a Primary focus for National Authorities,
designated focal point been appointed to handle day- Financial Market Regulators, and Central Banks. Indian
to-day ESG matters effectively? Banks must consider the potential impact of Climate
Risk on their operations and evaluate the necessity
 Policies and Procedures: Have the organization’s ESG of Additional Capital reserves to mitigate such risks.
values and principles been effectively communicated, Banks are required to evaluate the implications of
such as through the Corporate Website? Does the Climate Change Risk and Incorporate it into various
company have specific sustainability or business aspects such as Governance, Risk Management,
conduct policies in place? Do these policies address Scenario Analysis, and Disclosures, while also assessing
crucial issues like discrimination, child labour, their preparedness for Current and Future Climate-
forced labour, health and safety, and environmental related Supervisory requirements. The development
concerns? What is the extent of implementation and of effective assessment techniques to internalize
integration of these policies within the organization’s climate change scenarios and comprehend their
framework? effects on capital and business operations is crucial
 Monitoring and Reporting: What mechanisms are for Risk Mitigation. Internationally, leading Banks
in place for monitoring and reporting ESG issues have commenced conducting Portfolio Stress Tests
and performance to senior management or the to analyse the repercussions of escalating climate risk
Board of Directors? Does the company produce an events on their Loan Portfolios. Banks and Financial
ESG, CSR, or sustainability report, or incorporate Institutions in India are in the initial phases of grasping
a dedicated section within the annual financial the concepts and tools needed to integrate Climate
accounts? Is there a distinct sustainability section Risk and sustainability into their Risk Management
available on the Corporate Website for public Procedures.
access? Credit Auditors have the Capability to offer
 Corruption and Business Ethics: What measures Impartial and Unbiased assurance, perspectives, and
does the organization employ to protect itself against recommendations regarding Environmental, Social,
corrupt practices? Are there any instances of corporate and Governance (ESG) issues within the framework of
governance or ethical allegations, employee claims, the ‘Credit Audit Process’. This involves the assessment
breaches, enforcement actions, or litigations related of compliance with Sanctions and Post-sanction
to issues like anti-bribery, corruption, unfair labour Protocols mandated by financial institutions on
practices, human rights violations, or other unethical a regular basis.
business behaviours? Does the company engage in
financial or in-kind contributions to political entities? REFERENCES:
Is the organization involved in public policy advocacy
or lobbying efforts? Are there any concerns related to i. Reserve Bank of India Draft Paper on Environmental,
anti-trust regulations? Social and Governance dtd.: Feb 28, 2024.

 Supply Chain: Are the Primary Suppliers situated in ii. Guidance Note on Credit Risk Management of Reserve
emerging markets that pose significant Social, Human Bank of India dtd: 20 Sept 2001.
Labour, and Environmental Risks? Does the Industry
Sector to which the supply chain belongs carry iii. Environment, Social and Governance Policy for
inherent Social, Human Labour, and Environmental Sustainable Development / Responsible Financing of
Risks? Has the Company implemented a Responsible EXIM Bank March, 2023.
Procurement Policy or a Code of Conduct for its
Suppliers? To what extent are ESG Criteria integrated iv. International Finance Corporation ESG Guide Book
into the selection and monitoring processes of Key Year 2021.
Suppliers?  CS

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 claim a right to be a member and if the Court feels such
LEGAL WORLD
claim does not constitute to be a rectification but instead
seeking adjudication of basic pillar some such facts falling

Corporate
outside the rectification, its discretion to send a party to
seek his relief before civil court first for the adjudication
of such facts, it cannot be said such right of the court to

Laws have been taken away merely on account of the deletion

of the aforesaid proviso. Otherwise under the garb of
rectification one may lay claim of many such contentious
issues for adjudication not falling under it. Thus in other
words, the court under it has discretion to find whether
Landmark Judgement the dispute raised are really for rectification or is of such
a nature, unless decided first it would not came within
LMJ 05:05:2024 the purview of rectification. The word rectification’
itself connotes some error which has crept in requiring
AMMONIA SUPPLIES CORPORATION PVT LTD v. correction. Error would only means everything as
MODERN PLASTIC CONTAINERS PVT LTD & ORS required under the law has been done yet by some mistake
[SC]. the name is either committed or wrongly recorded in the
register of the Company.
Civil Appeal No.5152 of 1995
In other words, in order to qualify for rectification, every
G.B.Pattanaik & A.P. Misra,JJ. [Decided on procedure as prescribed under the Companies Act before
04/09/1998]
recording the name in the register of the company has
Equivalent citations: AIR 1998 SC 3153; 1998 (7) to be stated to have been complied with by the applicant
SCC 105; 1998 (5) SCALE 147; (1998) 94 COM CAS at least that part as required by the Act and assertion of
310. what not complied with under the Act and rule by the
person or authority of the respondent company before
Companies Act,1956- section 155* - rectification of applicant to claim for the rectification of such register.
members register- power of the court- Whether The Court has to examine on the facts of each case,
summary -Held,No. whether an application is for rectification or something
Brief facts: else. So field or peripheral jurisdiction of the Court under
it would be what comes under rectification not projected
The short question raised by the appellant was “Whether claims under the garb of rectification.
in the proceedings under Section 155 of the Companies
Act, the Court has exclusive jurisdiction in respect of So far exercising of power for rectification within its field
all the matters raised therein or have only summary there could be no doubt the Court as referred under Section
jurisdiction?” 155 read with Section 2(11) and Section 10, it is the
Company Court alone which has exclusive jurisdiction.
According to the appellant, there were conflicting Similarly, under Section 446 the ‘Court’ refers to the
decisions of the various High Courts in India which Company judge which has exclusive jurisdiction to decide
resulted into reference of Appellant’s case to the Full matters what is covered under it by itself. But this does
Bench by the Delhi High Court. The Full Bench decided not mean by interpreting such ‘Court’ having exclusive
that the jurisdiction is summary in nature, thus rejecting jurisdiction to include within it what is not covered under
the case of the Appellant that the power of the Court it, merely because it is cloaked under the nomenclature
under this is exclusive in respect of all the matters raised rectification does not mean court cannot see the
therein. substance after removing the cloak. Question for scrutiny
before us is the peripheral field within which court could
Decision: Partly allowed. exercise its jurisdiction for rectification. As aforesaid the
Reason: very word ‘‘rectification’’ connotes something what ought
to have been done but by error not done and what ought
The question raised for the appellant is that the Court not to have been done was done requiring correction.
under this Act cannot direct an applicant to seek his Rectification in other words, is the failure on the part of
remedy by way of suit but the Court under the Act having the company to comply with the directions under the Act.
exclusive jurisdiction should decide itself. To show this error the burden is on the applicant, and to
this extent any matter or dispute between persons raised
There could be no doubt any question raised within in such Court it may generally decide any matter which is
the peripheral field of rectification; it is the Court necessary or expedient to decide in connection with the
under Section 155 alone which would have exclusive rectification.
jurisdiction. However, the question raised does not
rest here. In case any claim is based on some seriously We have gone through the judgment of the High Court.
disputed civil rights or title, denial of any transaction It has rightly held the law pertaining to the jurisdiction
or any other basic facts which may be the foundation to of ‘court’ under Sec. 155 and even referred to some of

116 | MAY 2024 CHARTERED SECRETARY

the documents of the appellant but concluded since they was nominated to receive the proceeds under both the

LEGAL WORLD
are disputed and said to be forged hence directed for policies.
seeking leave if advised for suit. We feel it would have
been appropriate if the court would have seen for itself On 28.02.2011, the policy holder unfortunately lost his
whether these documents are disputed and any document life in a train accident, leaving behind the complainant
is alleged to be forged whether it said to be so only to alone as his legal heir as well as nominee for death
exclude the jurisdiction of the court or it is genuinely benefits. Immediately thereafter, the complainant
so. Similarly we feel appropriate while deciding this the approached the opposite party and submitted a claim
court should take into consideration the submissions form along with necessary documents. However, the
for the respondents, whether it would come within the complainant’s claims were repudiated by the opposite
scope of rectification or not in the light of what we have party on the ground that the policy holder had
said above. suppressed material facts in his application form with
respect to existing life insurance policies from other
Since the High Court has not examined this case in the insurers.
aforesaid light, we feel it appropriate to direct the High
Court to decide this question in the light of what we The complainant was successful before the District
have said afresh, without prejudice to any party of any Forum and State commission but the National
observation made by us above. In case High Court comes commission upheld validity of the repudiation. Hence,
to the conclusion that any issue raised does not come the complainant has challenged the impugned judgment
within Sec. 155 then we feel it appropriate on the facts and of the NCDRC.
circumstances of this case, as it is pending since 1984, that Decision: Allowed.
High Court exercises its discretion under Sec.446(2) to
get it adjudicated by the court (Company Judge) itself Reason:
instead of sending back to the civil to which we order.
With the aforesaid findings the appeal is partly allowed. Having heard the learned counsel for the respective
Costs on the parties. parties, the point that arises for consideration before
this Court in the present Civil Appeal, is, whether the
respondent herein was correct in repudiating the claim
of the appellant on the ground of suppression of material
information pertaining to the existing policies with other
insurers.

General The respondent insurance company has produced no

documentary evidence whatsoever before the District

Laws Forum to prove its allegation that the insured had taken
multiple insurance policies from different companies
and had suppressed the same. The District Forum had
therefore concluded that there was no documentary
LW 33:05:2024 evidence to show that the deceased-life insured had
taken various insurance policies except an averment
MAHA KALI SUJATHA v THE BRANCH MANAGER and on that basis the repudiation was held to be
FUTURE GENERAL INDIA LIFE INSURANCE wrong.
COMPANY LTD & ORS [SC]
Before the State Commission, the respondent had
Civil Appeal No. 3821 of 2024 provided a tabulation of the 15 different policies taken
by the insured-deceased. However, the said tabulation
B.V. Nagarathna & A. G. Masih JJ. [Decided on was not supported by any other documentary evidence,
10/04/2024] like the policy documents of these other policies,
Consumer Protection Act- life insurance policy- or pleadings in courts, or such other corroborative
insured having policies with other insurers also- evidence. Thus, in the absence of any evidence to prove
not disclosed to the insurer- repudiation of claim- that the insured-deceased possessed some insurance
whether correct-Held,No. policies from other insurance companies, the State
Commission upheld the decision of the District Forum
Brief facts: in setting aside the repudiation of the claim by the
respondent.
Father of the complainant obtained two insurance policies
from the opposite party. Under the said two policies, in Before the NCDRC, the respondent again provided the
the event of death by accident, twice the sum assured aforesaid tabulation of policies of the insured-deceased.
was payable by the insurer. In the application form of the The respondents in their affidavit stated that the insured-
policy, the insured had been asked about the details of deceased had taken multiple insurance policies before
his existing life insurance policies with any other insurer, taking the policy from them. The NCDRC however
and the insured had answered the same in the negative. accepted the averment of the respondents, without
The complainant, being the daughter of the policy holder demanding corroborative documentary evidence in

CHARTERED SECRETARY MAY 2024 | 117

 support of the said fact. The NCDRC, on the contrary, suppressed the information about the existing policies
LEGAL WORLD
also held that the fact about multiple policies was not with other insurance companies while entering into the
dealt with by the appellant in her complaint or evidence insurance contracts with the respondents herein in the
affidavit and this therefore proved that the insured had present case. Therefore, the repudiation of the policy was
indeed taken the policies from multiple companies as without any basis or justification. In light of the above
claimed by the respondents. discussion, the impugned order passed by the NCDRC is
set aside.
The aforesaid approach adopted by the NCDRC is, in our
view, not correct. The cardinal principle of burden of LW 34:05:2024
proof in the law of evidence is that “he who asserts must
prove”, which means that if the respondents herein had DELHI METRO RAIL CORPORATION LTD v. DELHI
asserted that the insured had already taken fifteen more AIRPORT METRO EXPRESS PVT. LTD [SC]
policies, then it was incumbent on them to prove this fact Curative Petition (C) Nos.108-109 of 2022 in Review
by leading necessary evidence. The onus cannot be shifted Petition (C) Nos.1158-1159 of 2021 in Civil Appeal
on the appellant to deal with issues that have merely Nos 5627-5628 of 2021
been alleged by the respondents, without producing any
evidence to support that allegation. The respondents D Y Chandrachud ,Surya Kant & B R Gavai, JJ.
have merely provided a tabulation of information [Decided on 10/04/2024]
about the other policies held by the insured-deceased.
The said tabulation also has missing information with Arbitration and Conciliation Act,1996 – sections
respect to policy numbers and issuing dates and bears 34 and 37- award allowed mistakenly- curative
petition before the Supreme Court- Judgement
different dates of births. Further, this information hasn’t
reversed- whether the award was perverse with
been supported with any other documents to prove the
patent illegality- Held, Yes.
averment in accordance with law. No officer of any other
insurance company was examined to corroborate the Brief facts:
table of policies said to have been taken by the deceased
policy holder, father of the appellant herein. Moreover, The Respondent got an arbitral award for Rs.8000 crore
the table produced is incomplete and contradictory as far against the Petitioner. The Petitioner unsuccessfully
as the date of birth of the insured is concerned. Therefore, challenged the award before the Single Judge but the
in our view, the NCDRC could not have relied upon the Division Bench reversed the decision. In the appeal
said tabulation and put the onus on the appellant to deal preferred against the judgement of the Division Bench,
with that issue in her complaint and thereby considered the Supreme court upheld and restored the arbitral
the said averment as proved or proceeded to prove the award. The revision petition was also dismissed. Hence,
stance of the opposite party. A fact has to be duly proved the present curative petition to review the judgement
as per the Evidence Act, 1872 and the burden to prove a rendered by the Supreme Court upholding the
fact rests upon the person asserting such a fact. Without award.
adequate evidence to prove the fact of previous policies,
it was incorrect to expect the appellant to deal with the Decision: Allowed.
said fact herself in the complaint or the evidence affidavit, Reason:
since as per the appellant, there did not exist any previous
policy and thus, the onus couldn’t have been put on the The issues that arise for our consideration are (i) whether
appellant to prove what was non-existent according to the curative petition is maintainable; and (ii) whether
the appellant. this Court was justified in restoring the arbitral award
which had been set aside by the Division Bench of the
The respondents, vide their counter affidavit before High court on the ground that it suffered from patently
this court, have sought to produce some documents to illegality.
substantiate their claim of other existing insurance
policies of the insured- deceased, but the same cannot Rather than considering the vital evidence of the CMRS
be permitted to be exhibited at this stage, that too, in an certificate towards safety and effective steps, the arbitral
appeal filed by the complainant who is the beneficiary tribunal focussed on the conditions imposed by the
under the policies in question. Any documentary evidence Commissioner on speed and regarding inspections.
sought to be relied upon by the respondent ought to have While the Division Bench correctly noted that the
been led before the District Forum but the same was not certificate was relevant for the issue of the validity of
done. It was before the District Forum that the evidence termination, this Court held that safety was not in
was led and examined and at that stage, the respondent did issue, even though DAMEPL insisted on discontinuing
not take adequate steps to lead any oral or documentary operations citing safety concerns. We respectfully
evidence to prove their assertion. Their attempt to annex disagree with this Court’s re-assessment of the Division
documents in support of their claim before the State Bench’s interpretation. The cure notice was relevant for
Commission was also declined due to the presentation the reasons stated above. Moreover, the fact that DAMEPL
of unauthenticated documents. Therefore, it can be safely premised it on safety could not have been overlooked by
concluded that the respondents have failed to adequately the Tribunal. In doing so, it overlooked vital evidence
prove the fact that the insured-deceased had fraudulently pertaining to an issue that goes to the root of the matter.

118 | MAY 2024 CHARTERED SECRETARY

The cure notice was obviously on the record and merited The Curative petitions must be and are accordingly

LEGAL WORLD
consideration for its contents bearing on vital elements of allowed. The parties are restored to the position in which
safety. they were on the pronouncement of the judgement of
the Division Bench. The execution proceedings before
The cure notice, which contains statements bearing on the High Court for enforcing the arbitral award must
the safety of the line and other material indicating that be discontinued and the amounts deposited by the
the line was running uninterrupted are matters of record. petitioner pursuant to the judgment of this Court shall
While the cure notice contains allegations about the line be refunded. The part of the awarded amount, if any, paid
not being operational, there is evidence on the record by the petitioner as a result of coercive action is liable
indicating that the line was in fact running. Even if we to be restored in favour of the petitioner. The orders
were to accept that the finding of the arbitral tribunal passed by the High Court in the course of the execution
that the defects were not completely cured during the proceedings for enforcing the arbitral award are set
cure period is a factual finding incapable of interference, aside.
it is clear from the record that DMRC took steps towards
curing defects which led to the eventual resumption LW 35:05:2024
of operations. The award contains no explanation as
to why the steps which were taken by DMRC were not STATE OF MAHARASHTRA v NATIONAL ORGANIC
‘effective steps’ within the meaning of the termination CHEMICAL INDUSTRIES LTD [SC]
clause.
Civil Appeal No.8821 of 2011
In essence, therefore the award is unreasoned on the above Sudhanshu Dhulia & Prasanna B. Varale, JJ.
important aspects. It overlooks vital evidence in the form [Decided on 05/04/2024]
of the joint application of the contesting parties to CMRS
and the CMRS certificate. The arbitral tribunal ignored Maharashtra Stamp Duty Act- increase in share
the specific terms of the termination clause. It reached a capital- stamp duty payable- upper cap of Rs.25
conclusion which is not possible for any reasonable body lakhs – stamp duty paid on the first increase – stamp
of persons to arrive at. The arbitral tribunal erroneously duty of 25 lakhs paid on the second increase also-
rejected the CMRS sanction as irrelevant. The award refund sought for which was rejected – whether
bypassed the material on record and failed to reconcile correct-Held,No.
inconsistencies between the factual averments made in Brief facts:
the cure notice, which formed the basis of termination on
the one hand and the evidence of the successful running The issue dealt with in this case is what is the stamp duty
of the line on the other. The Division Bench correctly payable on the increase of share capital. The Respondent
held that the arbitral tribunal ignored vital evidence on Company was incorporated with an initial share capital
the record, resulting in perversity and patent illegality, of Rs.36 crores. In 1992 it increased its share capital
warranting interference. The conclusions of the Division to Rs. 600 crores and accordingly paid a stamp duty of
Bench are, thus, in line with the settled precedent Rs.1,12,80,000/-. Subsequently, the Respondent passed
including the decisions in Associate Builders (supra) a resolution for a further increase in its share capital
and Ssangyong (supra). to Rs.1,200 crores and paid Rs. 25 lakhs as stamp duty
when the State of Maharashtra (Appellant No.1 herein)
The judgment of the two-judge Bench of this Court, which amended Article 10 and introduced a maximum cap
interfered with the judgment of the Division Bench of the of Rs.25 lakhs on stamp duty which would be payable
High Court, has resulted in a miscarriage of justice. The by a company. However, the respondent requested
Division Bench applied the correct test in holding that for the refund of this Rs.25 lakh paid as this was done
the arbitral award suffered from the vice of perversity inadvertently as it was soon realised that stamp duty was
and patent illegality. The findings of the Division Bench not liable to be paid by them since the maximum stamp
were borne out from the record and were not based on duty which was of Rs. 25 lakhs payable on Articles of
a misappreciation of law or fact. This Court failed, while Association as per the provisions of the Stamp Act, had
entertaining the Special Leave Petition under Article already been paid by them in 1992.
136, to justify its interference with the well-considered
decision of the Division Bench of the High Court. The This request was turned down by Appellant No.2.
decision of this Court fails to adduce any justification Aggrieved, the respondent filed a writ petition before
bearing on any flaws in the manner of exercise of the Bombay High Court, which after hearing the parties,
jurisdiction by the Division Bench under Section 37 of concluded that Form No.5 is not an instrument as
the Arbitration Act. By setting aside the judgement of defined by Section 2 of the Stamp Act and that stamp
the Division Bench, this Court restored a patently illegal duty can only be charged on Articles of Association,
award which saddled a public utility with an exorbitant where the maximum duty (Rs.25 Lakhs), payable as per
liability. This has caused a grave miscarriage of justice, the amendment has already been paid by the respondent
which warrants the exercise of the power under Article and allowed the writ petition and directed the appellants
142 in a Curative petition, in terms of Rupa Hurra to refund Stamp Duty of Rs.25 lakhs along with interest
(supra). @ 6% per annum. Hence the Appellant was before the
Supreme Court.

CHARTERED SECRETARY MAY 2024 | 119

 Accordingly, we direct the appellants to refund Rs. 25
LEGAL WORLD
Decision: Dismissed.
lakhs paid by the respondent along with interest @ 6% per
Reason: annum.
In the case at hand, we are concerned with an instrument
which is chargeable to Stamp Duty and finds its origin
in the Companies Act. The various provisions of
the Companies Act provide the purpose and scope of the
instrument. Thus, it has to be said that the Companies
Act is the special law and the Stamp Act is the general law Employment
Laws
with regards to Articles of Association, and the special
will override the general.
We may here add that the Legislature has specifically
mentioned Articles of Association in Article
10 of Schedule-I of the Stamp Act, where stamp duty is to LW 36:05:2024
be charged inter alia on increase in the share capital of a
company. Thus, in spite of Section 31(2) of the Companies THE GENERAL MANAGER, M/S BARSUA IRON ORE
Act stamp duty will be payable on increased share capital. MINES v. THE VICE PRESIDENT UNITED MINES
This is however subject to the maximum, i.e., Rs. 25 lakhs MAZDOOR UNION & ORS [SC]
which we shall refer to in a while.
Civil Appeal No. 4686 of 2024 [@ SLP (C ) No. 5947
If there is no specific provision for charging the increase, of 2021]
then no stamp duty is payable for any increase in the share
capital of a company. The second question is whether the Hima Kohli & Ahsanuddin Amanullah,JJ. [Decided
maximum cap on stamp duty is applicable every time on 02/04/2024]
there is an increase in the share capital or it is a one-time
Change of date of birth- employee deliberately
measure. given wrong date at the time of joining- later gave
It is an admitted fact that when the respondent increased another date of birth – retired on the basis of earlier
its share capital from Rs. 36 crores to Rs. 600 crores it date of birth- whether correct-Held, Yes.
paid a stamp duty of Rs.1,12,80,000/- and that time Brief facts:
there was no provision for a maximum cap or upper
ceiling on the amount payable. On 02.08.1994, the The respondent no.3 at the time of employment given
State Legislature amended Article 10 of Schedule-I of his date of birth as 27.12.1948. Later he changed it to
the Stamp Act and the amended provision, which was 12.03.1955, again without providing any documentary
applicable when the respondent passed a resolution proof, which was entered in the records of the appellant
to increase its authorised share capital to Rs. 1200 who effected the change without any scrutiny. On
crores. 29.11.2001, based on his declaration at the time of initial
employment the Competent Authority of the appellant
The fact that the maximum cap of Rs.25 lakhs would determined the date of birth of the respondent no.3 as
be applicable as a one-time measure and not on each 27.12.1948, which made him come within the statutory
subsequent increase in the share capital of a company employment age limit and above the minimum age i.e.,
is fortified directly by the Maharashtra Stamp 18 years, required for such employment. On 09.10.2003,
(Amendment) Act, 2015 which amended the charging a dispute regarding the respondent no.3’s date of birth
section for Articles of Association i.e., Article 10 of the was referred by the “appropriate Government”1 to the
Stamp Act. CGIT for adjudication. In the meanwhile, on 31.12.2008,
the respondent no.3 superannuated from service, having
We also do not agree with the appellant that stamp duty attained the age of 60 years, based on his initially recorded
paid before the amendment cannot be taken into account. date of birth [27.12.1948].
It is true that the amendment does not have retrospective
effect, however since the instrument ‘Articles of On 24.01.2018, the CGIT passed its Award and held
Association’ remains the same and the increase was that the appellant’s determination of the respondent
initiated by the respondent after the cap was introduced, no.3’s date of birth based on the initial Descriptive Roll
the duty already paid on the same very instrument was unjustified and thus, awarded him 50% back wages
will have to be considered. It is not a fresh instrument from his retirement in 2008 until his supposed date
which has been brought to be stamped, but only the of superannuation in 2015, based on the date of birth
increase in share capital in the original document, disclosed in the STC i.e., 12.03.1955. The appellant
which has been specifically made chargeable by the filed a Writ Petition before the High Court of Orissa at
Legislation. Cuttack on 19.05.2019 challenging the Award passed by
the CGIT on 24.01.2018. The order of the High Court
For the reasons stated above, we dismiss this civil appeal dismissing the same on 04.02.2021, is impugned in the
and uphold the order of the High Court of Bombay. present appeal.

120 | MAY 2024 CHARTERED SECRETARY

Decision: Allowed. sufficient period of employment. Hence, on this count too,

LEGAL WORLD
we are unable to show any indulgence to the respondent
Reason: no.3.
Having considered the matter in its entirety and Moreover, the principles of estoppel would come into
the submissions made, this Court is of the opinion play in the present case. The respondent no.3, having
that the Award of the CGIT as well as the impugned stated on 27.12.1972, that his date of birth was 27.12.1948,
judgment rendered by the High Court cannot be cannot be permitted to raise the claim of his date of birth
sustained. being 12.03.1955, that too on 14.08.1982, i.e., almost
It is not in dispute that while submitting the Descriptive after a decade (counting from 27.12.1972 to 14.08.1982).
Roll, the respondent no.3 had himself declared his age as Even the STC was submitted after the appellant
24 years without any documentary proof and since the date requested the respondent no.3 for documentary proof on
of submission of such Descriptive Roll was 27.12.1972, his 24.11.1998.
date of birth was recorded by the appellant as 27.12.1948. In view of the aforesaid, this Court finds that the much-
This position continued for almost a decade viz. till 1982, delayed disclosure of the date of birth as 12.03.1955 by
when the respondent no.3 submitted a declaration, on the respondent no.3, coupled with his initial declaration
the merger of HSL with SAIL, wherein his date of birth and the admitted position that based on such initial
was disclosed as 12.03.1955, though even at such time, declaration, he had received employment, as otherwise
again, no documentary proof was furnished by him. The based on 12.03.1955, he could not have been legally
respondent no.3 submitted the so-called proof, which was appointed due to being under-age, there is no manner
the STC dated 12.01.1972, only after the issuance of letter of doubt that the respondent no.3, irrespective of
dated 24.11.1998, whereby he was required to submit his real date of birth, for the purpose of employment
documentary proof of his date of birth. Pausing here, the under the appellant, cannot be allowed the purported
Court would note that by reckoning his date of birth as rectification/correction of date of birth to 12.03.1955.
12.03.1955, the respondent no.3 would be much below He would have to, necessarily, be content with his
the age of 18 years at the time of initial employment, service and benefits accounted taking his date of birth
which was the minimum requirement in law. Thus, it is as 27.12.1948.
clear that had the respondent no.3 declared his so-called
correct date of birth, obviously he would not have been For reasons aforesaid, the appeal stands allowed. The
given the employment. Award of the CGIT dated 24.01.2018 and the impugned
judgment stand set aside. The respondent no.3 is held
From this point of view, it is clear that the disclosure of the to have been rightly retired in terms of his date of
originally given date of birth by the respondent no.3 was birth reckoned as 27.12.1948. Needless to state that
a well-thought out plan hatched by him, at the relevant the further direction to award 50% back wages to the
time. His conduct cannot be simply brushed aside on a respondent no.3 from the date he was retired till the
plea that there was an error on the part of the appellant (notional) superannuation on 31.03.2015, also stands
in recording his date of birth. Another doubt cast on set aside.
the conduct of the respondent no.3 is him not acting on
time, which raises a question about the bonafides of his
claim of having been born on 12.03.1955. In fact, even
after giving a declaration on 14.08.1982, on the merger of
HSL with SAIL, the copy of the STC was never provided
to the appellant, which was done only in response to
the letter dated 24.11.1998, requiring him to submit Competition
documentary proof of his date of birth. Examined thus,
the following is evincible: (a) the Competent Authority
noticed discrepancy in the date of birth in the records
Law
of the appellant and, upon due scrutiny, opined that
the declaration of date of birth made by the respondent LW 37:05:2024
no.3 at the first point of time, i.e., 27.12.1948, should be
taken as his date of birth, as till 1998 no documentary BUCHI RAMARAO VALURI v. COVAI PROPERTY
proof was given, and; (b) the respondent no.3 would CENTRE (INDIA) PRIVATE LTD & ORS [CCI]
not have been able to legally come into employment
on 27.12.1972, had he disclosed his date of birth as Case No. 30 of 2023
12.03.1955. No fault can be found with the appellant on Ravneet Kaur, Anil Agrawal, Sweta Kakkad &
this score. It is a just and reasonable conclusion by the Deepak Anurag. [Decided on 05/04/ 2024]
appellant’s Competent Authority. Moreover, reckoning
his date of birth as 27.12.1948, the respondent no.3 has Competition Act,2002- section 3- anti competition
been permitted to work for 36 years, which by itself is a restrictions- purchase of residential flat-

CHARTERED SECRETARY MAY 2024 | 121

 whether falls within the scope of section as sought under Section 33 of the Act arises and the same
LEGAL WORLD
3- Held,No. is also rejected.
Brief facts: LW 38:05:2024
The Informant was primarily aggrieved with having SOMNATH BANERJEE v APEX LAB & ORS [CCI]
to accept catering and housekeeping services of Covai
Services, by virtue of the conditions imposed in the Case No. 01 of 2024
agreement for sale as well as the service agreement
entered into by him on 10.07.2018. The Informant also Ravneet Kaur, Anil Agrawal, Sweta Kakkad &
aggrieved by the unilateral changes in allotment of Deepak Anurag. [Decided on 25/04/ 2024]
housekeeping staff and increase in MMC, which are
Competition Act,2002- section 3- anti competition
alleged to be the result of anti-competitive conduct of
restrictions- vertically related players-
Opposite Parties.
communications soliciting business- whether
Decision: Dismissed. agreement-Held, No.
Reason: Brief facts:
The Commission notes that in Bangalore Metropolitan The Informant was primarily aggrieved by non-
Region, there are many other real estate developers, apart marketing of its patented dietary supplement sold under
from OP-3, offering similar services i.e., development and the brand name ‘Protestin’ due to the alleged non-
sale of apartments catering to the needs of senior citizens. cooperation of the Opposite Parties. The Informant has
From the information available in public domain, it is stated that the alleged conduct of Opposite Parties is in
apparent that such developers include TATA Housing contravention of Section 3(4) read with Section 3(1) of
Development Company Ltd., Sushruta Vishranthi the Act.
Dhama Ltd., Columbia Pacific Communities, M/s
Bahri Estates Pvt. Ltd., Sukhshanti Retirement Homes, Decision: Dismissed.
Parkside Homes at Brigade Orchards, Vedaanta@ Godrej
Reason:
E-City etc., which pose competitive constraints to OP-3.
Accordingly, OP-3 does not appear to hold position of The Commission observes that Section 3(4) of the Act
strength so as to enable it to operate independently of requires existence of an agreement between vertically
the competitive forces prevailing in the relevant market related players and that the said agreement has caused or
delineated supra. In view of the same, there is no need is likely to cause appreciable adverse effect on competition
for further examination of the alleged abusive conduct of in markets in India.
OP-3.
The Commission has perused certain emails sent by the
The Informant has also alleged that by making Covai Informant to several entities including some Opposite
Service a service provider for the allottees of Urbana Parties and is of the view that these emails appear to have
Irene, a tie-in-arrangement has been forced on the been sent for the purpose of soliciting business for his
Informant, in terms of Section 3(4) of the Act. The product and do not reveal existence of any agreement or
Commission notes that for applicability of Section 3(4) of arrangement as envisaged under the provisions of Section
the Act, the entities in question must operate at different 3(4) of the Act.
stages or level of the production chain in different
markets in respect of production, supply, distribution, The Commission is of the considered view that in absence
storage, sale or price of, or trade in goods or provisions of of any apparent anti-competitive conduct, the decision of
services. The Commission also notes that the agreement purchase or sale of a product and quantity thereof is driven
alleged to be in contravention of Section 3(4) of the Act by the commercial considerations of the market players.
is between Urbana Developers and the Informant and Therefore, it may not be desirable for the Commission to
that the Informant is the owner of the residential flat intervene in such cases where anti-competitive behaviour
i.e., end consumer. Given that the impugned agreement is not discernible.
is between an enterprise and an end consumer, the same
is not covered within the ambit of Section 3(4) of the Based on facts and circumstances of the present matter,
Act. The same ratio has been followed in an earlier case the Commission observes that no such agreement has
titled as ‹South City Group Housing Apartment Owners been shown to exist between the Opposite Parties that
Association and Larsen & Toubro Ltd. & another› (Case may be held to be anti-competitive in terms of the
No. 49 of 2011). provisions of Section 3(4) of the Act. Accordingly, the
Commission is of the view that there does not appear to
In view of the foregoing, the Commission is of the opinion be contravention of Section 3(4) read with Section 3(1) of
that there exists no prima facie case and the Information the Act and the matter be closed under Section 26(2) of
filed is directed to be closed forthwith under Section the Act forthwith. Consequently, no case for grant of
26(2) of the Act. Consequently, no case for grant of reliefs reliefs as sought under Section 33 of the Act arises.

122 | MAY 2024 CHARTERED SECRETARY

 FROM THE GOVERNMENT
4
¡ EXTENSION OF TIMELINE FOR PUBLIC COMMENTS ON CDCL REPORT & DRAFT BILL ON DIGITAL COMPETITION LAW
¡ NOTICE BY REGISTRAR FOR REMOVAL OF NAMES OF A LIMITED LIABILITY PARTNERSHIP FROM THE REGISTER
[PURSUANT TO SECTION 75 OF THE LLP ACT, 2008 AND SUB-RULE (1)(B) READ WITH SUB- RULE (2) OF RULE 37 OF LLP
RULES, 2009]
¡ IN THE MATTER OF 9 LIMITED LIABILITY PARTNERSHIPS (LIST ENCLOSED AS ANNEXURE I) AND THE LIMITED
LIABILITY PARTNERSHIP ACT, 2008 AND RULES MADE THEREUNDER
¡ IN THE MATTER OF STRIKING OFF OFLLP UNDER SECTION 75 OF THE LLP ACT, 2008 READ WITH RULE 37 OF THE LLP
RULES, 2009
¡ NOMINATION FOR MUTUAL FUND UNIT HOLDERS – EXEMPTION FOR JOINTLY HELD FOLIOS
¡ EASE OF DOING BUSINESS - FUND MANAGER FOR MUTUAL FUND SCHEMES INVESTING IN COMMODITIES AND
OVERSEAS SECURITIES
¡ RELAXATION IN REQUIREMENT OF INTIMATION OF CHANGES IN THE TERMS OF PRIVATE PLACEMENT
MEMORANDUM OF ALTERNATIVE INVESTMENT FUNDS THROUGH MERCHANT BANKER
¡ FRAMEWORK FOR CATEGORY I AND II ALTERNATIVE INVESTMENT FUNDS (AIFs) TO CREATE ENCUMBRANCE ON
THEIR HOLDING OF EQUITY OF INVESTEE COMPANIES
¡ FLEXIBILITY TO ALTERNATIVE INVESTMENT FUNDS (AIFs) AND THEIR INVESTORS TO DEAL WITH UNLIQUIDATED
INVESTMENTS OF THEIR SCHEMES
¡ EASE OF DOING BUSINESS: TEXT ON CONTRACT NOTE WITH RESPECT TO FIT AND PROPER STATUS OF SHAREHOLDERS
¡ CROSS MARGIN BENEFITS FOR OFFSETTING POSITIONS HAVING DIFFERENT EXPIRY DATES
¡ CIRCULAR ON STANDARDIZATION OF THE PRIVATE PLACEMENT MEMORANDUM (PPM) AUDIT REPORT
¡ ENTITIES ALLOWED TO USE E-KYC AADHAAR AUTHENTICATION SERVICES OF UIDAI IN SECURITIES MARKET
AS SUB-KUA
¡ GUIDANCE NOTE ON OPERATIONAL RISK MANAGEMENT AND OPERATIONAL RESILIENCE
¡ FAIR PRACTICES CODE FOR LENDERS – CHARGING OF INTEREST

CHARTERED SECRETARY MAY 2024 | 123

¡ IMPLEMENTATION OF SECTION 51A OF UAPA,1967: UPDATES TO UNSC’S 1267/ 1989 ISIL (DA'ESH) & AL-QAIDA
SANCTIONS LIST: AMENDMENTS IN 01 ENTRY
¡ VOLUNTARY TRANSITION OF SMALL FINANCE BANKS TO UNIVERSAL BANKS
¡ LIMITS FOR INVESTMENT IN DEBT AND SALE OF CREDIT DEFAULT SWAPS BY FOREIGN PORTFOLIO INVESTORS (FPIs)
¡ FOREIGN EXCHANGE MANAGEMENT (FOREIGN CURRENCY ACCOUNTS BY A PERSON RESIDENT IN INDIA)
(AMENDMENT) REGULATIONS, 2024
¡ FOREIGN EXCHANGE MANAGEMENT (MODE OF PAYMENT AND REPORTING OF NON-DEBT INSTRUMENTS)
(AMENDMENT) REGULATIONS, 2024
¡ ALTERATION IN THE NAME OF "AB BANK LIMITED" TO "AB BANK PLC" IN THE SECOND SCHEDULE TO THE RESERVE
BANK OF INDIA ACT, 1934
¡ UNAUTHORISED FOREIGN EXCHANGE TRANSACTIONS
¡ MASTER CIRCULAR - BANK FINANCE TO NON-BANKING FINANCIAL COMPANIES (NBFCs)
¡ MASTER DIRECTION – RESERVE BANK OF INDIA (ASSET RECONSTRUCTION COMPANIES) DIRECTIONS, 2024
¡ FORMATION OF NEW DISTRICT IN THE STATE OF ASSAM – ASSIGNMENT OF LEAD BANK RESPONSIBILITY
¡ IMPLEMENTATION OF SECTION 12A OF THE WEAPONS OF MASS DESTRUCTION AND THEIR DELIVERY SYSTEMS
(PROHIBITION OF UNLAWFUL ACTIVITIES) ACT, 2005: DESIGNATED LIST (AMENDMENTS)
¡ MASTER CIRCULAR – DEENDAYAL ANTYODAYA YOJANA - NATIONAL RURAL LIVELIHOODS MISSION (DAY-NRLM)
¡ MASTER CIRCULAR - CREDIT FACILITIES TO SCHEDULED CASTES (SCs) & SCHEDULED TRIBES (STs)
¡ KEY FACTS STATEMENT (KFS) FOR LOANS & ADVANCES
¡ HEDGING OF GOLD PRICE RISK IN OVERSEAS MARKETS
¡ CIMS PROJECT IMPLEMENTATION - SUBMISSION OF STATUTORY RETURNS (FORM A, FORM VIII AND FORM IX) ON
CIMS PORTAL
¡ ALTERATION IN THE NAME OF "SONALI BANK LIMITED" TO "SONALI BANK PLC" IN THE SECOND SCHEDULE TO
THE RESERVE BANK OF INDIA ACT, 1934
¡ EXCLUSION OF “KAPOL CO-OPERATIVE BANK LIMITED” FROM THE SECOND SCHEDULE TO THE RESERVE BANK OF
INDIA ACT, 1934
¡ MASTER CIRCULAR - INCOME RECOGNITION, ASSET CLASSIFICATION, PROVISIONING AND OTHER RELATED
MATTERS - UCBs
¡ MASTER CIRCULAR - PRUDENTIAL NORMS ON INCOME RECOGNITION, ASSET CLASSIFICATION AND PROVISIONING
PERTAINING TO ADVANCES
¡ MASTER CIRCULAR – HOUSING FINANCE
¡ MASTER CIRCULAR - HOUSING FINANCE FOR UCBs
¡ MASTER CIRCULAR - PRUDENTIAL NORMS ON CAPITAL ADEQUACY - PRIMARY (URBAN) CO-OPERATIVE BANKS (UCBs)
¡ MASTER DIRECTION ON COUNTERFEIT NOTES, 2024 – DETECTION, REPORTING AND MONITORING
¡ MASTER CIRCULAR – BASEL III CAPITAL REGULATIONS
¡ MASTER CIRCULAR ON CONDUCT OF GOVERNMENT BUSINESS BY AGENCY BANKS - PAYMENT OF AGENCY
COMMISSION
¡ MASTER CIRCULAR - DISBURSEMENT OF GOVERNMENT PENSION BY AGENCY BANKS
¡ MASTER CIRCULAR ON SHG-BANK LINKAGE PROGRAMME
¡ MASTER DIRECTION ON PENAL PROVISIONS IN REPORTING OF TRANSACTIONS / BALANCES AT CURRENCY CHESTS
¡ MASTER CIRCULAR - GUARANTEES, CO-ACCEPTANCES & LETTERS OF CREDIT - UCBs
¡ MASTER DIRECTION ON FRAMEWORK OF INCENTIVES FOR CURRENCY DISTRIBUTION & EXCHANGE SCHEME
FOR BANK BRANCHES INCLUDING CURRENCY CHESTS
¡ MASTER DIRECTION – SCHEME OF PENALTIES FOR BANK BRANCHES AND CURRENCY CHESTS FOR DEFICIENCY IN
RENDERING CUSTOMER SERVICE TO THE MEMBERS OF PUBLIC
¡ MASTER CIRCULAR - GUARANTEES AND CO-ACCEPTANCES
¡ MASTER CIRCULAR – LEAD BANK SCHEME
¡ MASTER CIRCULAR ON BOARD OF DIRECTORS - UCBs

124 | MAY 2024 CHARTERED SECRETARY

 LLPs names will be published on the Official Gazette

FROM THE GOVERNMENT

and shall be dissolved on such Gazette publication.

Corporate SANJAY SOOD

Registrar of Companies, Karnataka

Laws
Complete details are not published here for want of space. For
complete notification readers may log on to www.mca.gov.in

03
In the matter of 9 Limited Liability Partnerships
(List enclosed as Annexure I) and The Limited
Liability Partnership Act, 2008 and Rules made

01
thereunder
Extension of timeline for Public Comments [Issued by the Ministry of Corporate Affairs [No. ROC-cum-OL/UK/LLP/
on CDCL Report & Draft Bill on Digital Competition STK/2024/9] dated 08.04.2024.
Law
1. Notice is hereby given that 9 LLPs (List Enclosed)
[Issued by the Ministry of Corporate Affairs [No.-06/11/2022-Comp-MCA] have made an application in Form 24 to the Registrar,
dated 09.04.2024. for striking off their names from the register, pursuant
Ministry of Corporate Affairs (MCA) had invited to sub-rule (I) (b) of Rule 37 of LLP Rules, 2009, read
comments of stakeholders on the Report of Committee on with Section 75 of The Limited Liability Partnership
Digital Competition Law (CDCL) as well as Draft Digital Act, 2008.
Competition Bill placed on the website of MCA under 2. Pursuant to sub-rule (2) of Rule 37 of LLP Rules, 2009,
e-Consultation module by 15.04.2024. the list of 9 LLP Names is hereby placed on the website
2. Considering the requests received from various (www.mca.gov.in) for information of the general
stakeholders, the last date of submitting the public for a period of one month.
comments/suggestions is extended till 15 th May, 2024. 3. Notice is hereby given that unless a cause to the
contrary is shown within the period of one month, the
3. Stakeholders may please note that apart from
names of these 9 LLPs (as mentioned in the enclosed
e.consultation module, the comments/suggestions
list) shall be struck off from the Register and the
may also be submitted at email - comments.cdcl@gov.
names of these LLPs will be published in the Official
in.
Gazette and shall stand dissolved on such Gazette

02
Publication.
Notice by Registrar for removal of names of a
IMRAN AHMAD SIDDIQUI
Limited Liability Partnership from the Register Registrar of Companies-cum­Official Liquidator
[Pursuant to Section 75 of the LLP Act, 2008 and
Complete details are not published here for want of space. For
sub-rule (1)(b) read with Sub- Rule (2) of complete notification readers may log on to www.mca.gov.in

04
Rule 37 of LLP Rules, 2009]
In the matter of striking off of LLP under
[Issued by the Ministry of Corporate Affairs [ROCB/LLP Strike oft/sec.75-Rule Section 75 of the LLP Act, 2008 read with Rule
37(2)/2024/96 to103] dated 05.04.2024.
37 of the LLP Rules, 2009
In the matter of 190 Limited Liability Partnerships [Issued by the Ministry of Corporate Affairs [Public Notice No.ROC/LLP/
(List Enclosed) And In the matter of Limited Liability Sec.75/2024/16] dated 03.04.2024.
Partnership Act 2008 and Rules made thereunder
I. Notice is hereby given that the below mentioned LLPs
(1) Notice is hereby given that 190 LLPs (List Enclosed) 11(Eleven) numbers have made application in Form
have made application in Form 24 to the Registrar, for 24 for striking off their names from the Register in
striking off their names from the Register, pursuant pursuance to the Section 75 of the LLP Act, 2008 read
to sub-rule (1)(b) of Rule 37 of LLP Rules, 2009, read with the Rule 37(l)(b) of the LLP Rules, 2009.
with Section 75 of the Limited Liability Partnership
Act, 2008. And therefore, the Registrar proposes to remove/
strike off the names of above-mentioned LLPs from
(2) Pursuant to sub-rule (2) of Rule 37 of LLP Rules, the Register and dissolve them unless a cause is shown
2009, the list of 190 LLP names is hereby placed on to the contrary, within one month from the date of
the Website (www.mca.gov.in) for information of the this notice.
general public for a period of one month.
2. Any person objecting to the proposed removal/striking
(3) Notice is hereby given that unless a cause to the off name of LLPs from the register of LLPs may send
contrary is shown within the time of One month, the his/her objection to the office address mentioned
names of the 190 LLPs (mentioned in the enclosed here in above within one month from the date of
List) shall be struck off from the Register and the said publication of this notice.

CHARTERED SECRETARY MAY 2024 | 125

 5. This circular is issued in exercise of powers conferred
FROM THE GOVERNMENT
S. Name of LLP LLPIN SRN
No. by Section 11(1) of the Securities and Exchange Board
1. PANPOSH SHOO VAHINI AA0-4320 M28414072
of India Act, 1992, read with Regulation 29A and
LLP Regulation 77 of SEBI (Mutual Funds) Regulations,
1996, to protect the interests of investors in securities
2. DEEVYAYAN MINERALS AAA-3221 M28457720 and to promote the development of, and to regulate
LLP
the securities market.
3. OMNIPRESENCE E-MART AAR-9249 M28512448
LLP 6. This circular is available on SEBI website at www.
4. LAXMI ALLIED AAW-8020 M28523520 sebi.gov.in under the categories “Legal Framework ->
INSURANCE Circulars”.
MARKETING LLP PETER MARDI
5. DEVASSIAN ABZ-8998 M28549694 Deputy General Manager

06
TECHNOLOGY LLP
Ease of doing business- Fund manager for
6. TECHZEUS SOFTWARE AAR-5254 M28579038 Mutual fund schemes investing in commodities
LLP
and overseas securities
7. QNA RESEARCH LLP AA I-0233 M28586621
[Issued by the Securities and Exchange Board of India vide Circular SEBI/
8. OM BREWHAUS LLP AAR-5357 M28606472
HO/IMD/IMD-PoD-2/P/CIR/2024/30 dated 30.04. 2024]
9. CROPINTEL LLP AAV-3813 M28608259
10. D2H SUPPLIES LLP AAY-9880 M28627706 1. SEBI constituted various Working Groups to
recommend measures to simplify and ease
11. AYURBLISS WELLNESS AAQ-3331 M28630231
compliances under various SEBI Regulations.
LLP
Accordingly, a working group was constituted to
TRUPTI SHARMA review the present regulatory framework under SEBI
Indian Corporate Law Service (I.C.L.S.) (Mutual Funds) Regulation, 1996 and recommend

05
measures to promote ease of doing business for
Nomination for Mutual Fund Unit Holders – mutual funds. Based on the recommendations of the
exemption for jointly held folios working group, a public consultation was carried out.
2. Accordingly, the following has been decided:
[Issued by the Securities and Exchange Board of India vide Circular SEBI/
HO/IMD/IMD-PoD-1/P/CIR/2024/29 dated 30.04. 2024] 2.1. In partial modification to the Clause 3.3.11 of the
1. Clause 17.16 of Master Circular No. SEBI/HO/IMD/ Master Circular for Mutual Funds dated May 19,
IMD-PoD-1/P/CIR/2023/74 dated May 19, 2023 for 2023, it has been decided as under:
Mutual Funds (‘Master Circular’) read with Circular “For commodity based funds such as Gold ETFs, Silver
No. SEBI/HO/IMD/IMD POD1/P/CIR/2023/160 ETFs and other funds participating in commodities
dated September 27, 2023 and Circular No. SEBI/ market, appointment of a dedicated fund manager
HO/MIRSD/POD-1/P/CIR/2023/193 dated December shall be optional. However, the person appointed as
27, 2023, inter alia, prescribes the requirement for fund manager of such funds should have adequate
nomination/opting out of nomination for all the expertise and experience to manage investments in
existing individual unit holder(s) holding Mutual commodities market. The Board of the AMCs shall
Fund units either solely or jointly, by June 30, 2024, be responsible for ensuring compliance and reporting
failing which the folios shall be frozen for debits. regarding the same to trustees, on a periodic basis.”
2. In order to simplify, ease and reduce cost of
compliance, a working group was constituted to 2.2. Further, in partial modification to the Clause 12.19.3.1
review the present regulatory framework of Mutual of the Master Circular for Mutual Funds dated May
Funds and recommend measures to promote the ease 19, 2023, it has been decided as under:
of doing business. Based on the recommendations of “Appointment of a dedicated fund manager for
the working group, a public consultation was carried making the above overseas investments stipulated
out. under paragraph 12.19.2.1 to 12.19.2.9 shall be
3. Accordingly, it has been decided that the requirement optional. However, the person appointed as fund
of nomination specified under clause 17.16 of the manager of such funds should have adequate expertise
Master Circular for Mutual Funds shall be optional and experience to manage investments in overseas
for jointly held Mutual Fund folios. securities. The Board of the AMCs shall be responsible
for ensuring compliance and reporting regarding the
4. All other provisions related to requirement of same to trustees, on a periodic basis.”
nomination as provided in SEBI Master Circular
No.SEBI/HO/IMD/IMD-PoD-1/P/CIR/2023/74 3. This circular is issued in exercise of the powers
dated May 19, 2023 and SEBI Circular No. SEBI/HO/ conferred under Section 11(1) of the Securities
MIRSD/POD-1/P/CIR/2023/193 dated December 27, and Exchange Board of India Act, 1992, read with
2023, shall remain unchanged. Regulation 25(22)(a)(ii) and Regulation 77 of the

126 | MAY 2024 CHARTERED SECRETARY

 Securities and Exchange Board of India (Mutual 8. The circular is available on SEBI website at www.

FROM THE GOVERNMENT

Funds) Regulations, 1996 to protect the interest of sebi.gov.in under the categories “Legal framework
investors in securities and to promote the development - Circulars" and "Info for - Alternative Investment
of, and to regulate the securities market. Funds”.
4. This circular is available at www.sebi.gov.in under the SANJAY SINGH BHATI
link “Legal ->Circulars”. Deputy General Manager
Complete details are not published here for want of space. For
LAKSHAYA CHAWLA
complete notification readers may log on to www.sebi.gov.in
Deputy General Manager

07 08
Relaxation in requirement of intimation of Framework for Category I and II Alternative
changes in the terms of Private Placement Investment Funds (AIFs) to create encumbrance
Memorandum of Alternative Investment Funds on their holding of equity of investee
through Merchant Banker companies
[Issued by the Securities and Exchange Board of India vide Circular SEBI/
[Issued by the Securities and Exchange Board of India vide Circular SEBI/
HO/AFD/PoD1/CIR/2024/027 dated 26.04. 2024]
HO/AFD/PoD/CIR/2024/028 dated 29.04. 2024]
1. To provide ease of doing business and flexibility to
1. In terms of para 2.5.3 of the SEBI Master Circular Category I and II AIFs to create encumbrance on their
No. SEBI/HO/AFD/PoD1/P/CIR/2023/130 dated July holding of equity in investee companies to facilitate
31, 2023 for Alternative Investment Funds (AIFs), raising of debt by such investee companies, SEBI
intimation with respect to any change in the terms of (Alternative Investment Funds) Regulations, 2012
Private Placement Memorandum (PPM) is required (“AIF Regulations”) have been amended and notified
to be submitted to SEBI through a merchant banker, on April 25, 2024. Copy of the notification is available
along with a due diligence certificate from the at link.
merchant banker in the format specified by SEBI.
2. Accordingly, in terms of provisos to Regulation 16(1)(c)
2. In this regard, based on the feedback received from and 17(c) of AIF Regulations, Category I and Category
the market participants, the aforesaid requirement II AIFs may create encumbrance on equity of investee
was reviewed to identify changes in the terms of PPM company, which is in the business of development,
which may not be required to be submitted through operation or management of projects in any of the
a merchant banker and may be filed directly with infrastructure sub-sectors listed in the Harmonised
SEBI, thereby, facilitating ease of doing business and Master List of Infrastructure issued by the Central
rationalising cost of compliance for AIFs. Government, only for the purpose of borrowing by
such investee company and subject to such conditions
3. Accordingly, it has been decided that the changes in as may be specified by the Board from time to time.
the terms of PPM, as mentioned in Annexure A, may
not be required to be submitted through a merchant 3. In this regard, the following conditions are specified:
banker and may be filed directly with SEBI. 3.1. Existing schemes of Category I or Category II
AIFs who have not on-boarded any investors
4. Further, Large Value Fund for Accredited Investors prior to April 25, 2024, may create encumbrance
(LVFs) shall be exempted from the requirement of on equity of investee company for the purpose
intimating any changes in the terms of PPM through of borrowing of the said investee company as
a merchant banker. LVFs may directly file any specified in para 2 above, subject to explicit
changes in the terms of PPM with SEBI, along with disclosure with respect to creation of such
a duly signed and stamped undertaking by CEO of encumbrance in this regard and disclosure
the Manager of the AIF (or person holding equivalent of associated risks in their Private Placement
role or position depending on the legal structure of Memorandums (PPMs).
Manager) and Compliance Officer of Manager of the
AIF, in a format as specified at Annexure B. 3.2. Any encumbrances already created by a scheme
of Category I or Category II AIF prior to April
5. The provisions of this circular shall come into force 25, 2024, on the securities of investee company
with immediate effect. for the purpose of borrowing of such investee
company, may continue if such encumbrances
6. This circular is issued with the approval of the were created after making an explicit disclosure
competent authority. in the PPM of the scheme.
7. This circular is issued in exercise of powers 3.3. In case such encumbrances were created by a
conferred under Section 11(1) of the Securities and scheme of Category I or Category II AIF without
Exchange Board of India Act, 1992 to protect the making an explicit disclosure in the PPM -
interests of investors in securities and to promote 3.3.1. Such encumbrances may be continued with,
the development of, and to regulate the securities only if the encumbrances were created on
market. securities of investee company as stated in

CHARTERED SECRETARY MAY 2024 | 127

 09
para 2 above, and consent of all investors Flexibility to Alternative Investment Funds
FROM THE GOVERNMENT
in the scheme of the AIF is obtained to this
(AIFs) and their investors to deal with
effect latest by October 24, 2024. If consent
of all investors is not obtained within the unliquidated investments of their schemes
aforesaid time period, the encumbrances [Issued by the Securities and Exchange Board of India vide Circular SEBI/
shall be removed latest by January 24, 2025. HO/AFD/PoD-I/P/CIR/2024/026 dated 26.04.2024]
3.3.2. Such encumbrances may not be continued 1. Securities and Exchange Board of India (Alternative
with, if the encumbrances were created on Investment Funds) (Second Amendment) Regulations
securities of investee company other than as 2024 (“AIF Regulations Amendment”), have been
stated in para 2 above. Such encumbrances notified on April 25, 2024, inter alia, to provide
on securities of the investee company shall additional flexibility to AIFs and their investors to
be removed latest by October 24, 2024. deal with unliquidated investments of their schemes.
Copy of the notification is available at link.
3.4. Category I or Category II AIFs shall ensure that
the borrowings made by the investee company 2. Dissolution Period:
against the equity investments encumbered 2.1. Regulation 2(1)(ia) of AIF Regulations states as
by the AIFs are utilised only for the purpose under –
of development, operation or management of
investee company as stated in para 2 above, and “dissolution period” means the period following
not utilised otherwise including to invest in the expiry of the liquidation period of the scheme
another company. The aforesaid limitation on for the purpose of liquidating the unliquidated
usage of borrowing shall be included as one of investments of the scheme of the Alternative
the terms of the investment agreement entered Investment Fund.”
between the AIF and the investee company. 2.2. Regulation 29(9) of AIF Regulations states as
under –
3.5. The duration of encumbrance created on the
equity investments shall not be greater than the “Notwithstanding anything contained in sub-
residual tenure of the scheme of the Category I or regulation (7), during liquidation period of a
Category II AIFs. scheme, an Alternative Investment Fund may
distribute investments of a scheme which are
3.6. Any Category I or Category II AIF with more than
not sold due to lack of liquidity, in-specie to the
50% foreign investment or with foreign sponsor/
investors or enter into the dissolution period, after
manager or with persons other than resident
obtaining approval of at least seventy five percent
Indian citizens as external members in its
of the investors by value of their investment in
investment committee which is set up to approve
the scheme of the Alternative Investment Fund,
its decisions, shall ensure compliance with para
in the manner and subject to conditions specified
7.11.2 of RBI Master Direction dated January
by the Board from time to time.
04, 2018 on ‘Foreign Investments in India’, as
though the AIF is a person resident outside Provided that in the absence of consent of unit
India. holders for exercising the options under sub-
regulation (9) during liquidation period, such
3.7. In case of default by the borrower investee
investments of the scheme of the Alternative
company, Category I or Category II AIF shall
Investment Fund shall be dealt with in the
ensure that the fund or its investors are not
manner as may be specified by the Board from
subject to any liability over and above the equity
time to time.”
of the borrower investee company encumbered
by the AIF. 2.3. In this regard, the following conditions are
specified –
3.8. The aforesaid flexibility of creating encumbrance
on equity investment shall not be interpreted 2.3.1.Before seeking the requisite investor
as allowing schemes of Category I and II AIFs consent, the AIF / manager shall arrange
to extend any form of guarantee for investee bid for a minimum of 25% of the value of its
company. unliquidated investments. The bid shall be
arranged for units representing consolidated
3.9. Schemes of Category I or Category II AIFs shall
value of all unliquidated investments of the
not create encumbrance on their investments in
scheme’s investment portfolio. The manager
foreign investee companies.
may arrange bids from multiple bidders in
SANJAY SINGH BHATI this regard.
Deputy General Manager
2.3.2.The AIF / manager shall disclose the
Complete details are not published here for want of space. For following to investors prior to seeking their
complete notification readers may log on to www.sebi.gov.in consent –

128 | MAY 2024 CHARTERED SECRETARY

 10
i. The proposed tenure of the Dissolution Ease of Doing Business: Text on Contract

FROM THE GOVERNMENT

Period, details of unliquidated investments,
Note with respect to Fit and Proper status of
value recognition of the unliquidated
investments for reporting to Performance shareholders
Benchmarking Agencies, etc. [Issued by the Securities and Exchange Board of India vide Circular
CIRCULAR SEBI/HO/MRD/MRD-PoD-2/P/CIR/2024/25 dated 24.04.2024]
ii. An indicative range of bid value, along with
the valuation of the unliquidated investments 1. SEBI has received representations from market
carried out by two independent valuers. participants through the Industry Standards Forum
(ISF) to relax the requirement, under chapter 6 at Para
2.3.3. Prior to expiry of the Liquidation Period, 2.4.2.2.2 of the Master Circular (Stock Exchanges and
the AIF / manager shall intimate SEBI about Clearing Corporations) dated October 16, 2023, of
obtaining the investor consent and the publishing the text pertaining to ‘fit and proper’ on
investors’ decision to enter into Dissolution the contract note in terms of Regulation 19 and 20
Period. of the SEBI (Securities Contract (Regulation) (Stock
2.3.4. If the AIF / manager successfully arranges Exchanges and Clearing Corporation) Regulations,
bid for a minimum of 25% of the value of 2018 (i.e. SCR (SECC) Regulations, 2018).
unliquidated investments of the scheme, the
2. As a step towards ease of doing business, the
dissenting investors of the scheme shall be
requirement to publishing the text of Regulation 19
offered an option to fully exit the scheme
of the SCR(SECC) Regulations, 2018 on the contract
out of the 25% bid arranged by the AIF.
notes is no longer required and Clause 2.4.2.2.2 under
After exercising the exit option by aforesaid
Chapter 6 of the Master Circular (Stock Exchanges
dissenting investors, any unsubscribed
and Clearing Corporations) dated October 16, 2023
portion of the bid may be used to provide
stands amended as under:
pro-rata exit to non-dissenting investors
should they opt for the same. “In the post listing scenario, in lieu of text only a
2.3.5. If the AIF / manager fails to arrange bid for a reference of the applicable regulation with regard to
minimum of 25% of the value of unliquidated fit and proper (by mentioning the URL/weblink of
investments of the scheme, the AIF can still Regulation 19 and 20 of the SCR(SECC) Regulations,
opt for Dissolution Period, provided that 2018) shall be made part of the contract note.”
it obtains consent of at least 75% of the 3. The Stock Exchanges are accordingly advised to:
investors by value of their investment in the
scheme of the AIF. a. Make necessary amendments to the relevant bye-
laws, rules and regulations for the implementation
2.3.6. If the bidder or its related parties are of the above decision immediately, as may be
investor(s) in the scheme, such investor(s) necessary/applicable.
shall not be provided exit from the scheme
out of the bid. [“Related party” shall have b. Bring the provisions of this circular to the notice
the same meaning as provided in Regulation of their members and to disseminate the same on
2(1)(zb) of SEBI (Listing Obligations and their website.
Disclosure Requirements) Regulations, 2015.] c. Communicate to SEBI the status of
2.3.7. At the time of entering into Dissolution implementation of the provisions of this circular
Period, for appropriately capturing the in the Monthly Development Report.
track record of performance of the manager a.
This circular is being issued in exercise of
and for reporting the same to Performance powers conferred under Section 11 (1) of the
Benchmarking Agencies, the value of such Securities and Exchange Board of India Act,
unliquidated investments of the scheme 1992 to protect the interests of investors in
shall be calculated in the following manner– securities market.
i. Based on bid value, if the AIF / manager  VISHAL SHUKLA
arranges bid for a minimum of 25% of the General Manager

11
value of unliquidated investments of the Cross Margin benefits for offsetting positions
scheme; or having different expiry dates
ii. One Rupee, if the AIF / manager fails to
arrange bid for a minimum of 25% of the value [Issued by the Securities and Exchange Board of India vide Circular SEBI/
of unliquidated investments of the scheme. HO/MRD/TPD-1/P/CIR/2024/24 dated 23.04.2024]

SANJAY SINGH BHATI 1. Chapter 5 of SEBI Master Circular dated October 16,
Deputy General Manager 2023 for Stock Exchanges and Clearing Corporations
inter-alia provides stipulations for cross margin
Complete details are not published here for want of space. For between index futures position and constituent stock
complete notification readers may log on to www.sebi.gov.in futures position in derivatives segment (Clause 1.2.9) as

CHARTERED SECRETARY MAY 2024 | 129

 well as cross margin in respect of offsetting positions Private Placement Memorandum (PPM). In terms of
FROM THE GOVERNMENT
in correlated equity indices (Clause 1.2.10). At present, Clause 2.4.2 of Master Circular, AIFs are required
the aforesaid cross margin benefits are provided if both to submit Annual PPM Audit Reports to the Trustee
the correlated indices or an index and its constituents, or Board of Directors or Designated Partners of the
as the case may be, have same expiry day. AIF, Board of directors or Designated Partners of the
Manager and SEBI, within 6 months from the end of
2. In discussion with stock exchanges, Clearing the Financial Year.
Corporations and Risk Management Review
Committee of SEBI, it has been decided to extend the 2. In order to have uniform compliance standards and
cross margin benefit on offsetting positions having for ease of compliance reporting, standard reporting
different expiry dates subject to the following : format for PPM Audit Report applicable to various
categories of AIF has been prepared in consultation
a. A spread margin of 40% would be levied in case with pilot Standard Setting Forum for AIFs (SFA).
of offsetting positions in correlated indices
having different expiry dates. Spread margin of 3. The said reporting format shall be hosted on the
30% would continue to get levied in case of same websites of the AIF Associations which are part of SFA
expiry date (i.e. existing requirement). within 2 working days of issuance of this circular. The
associations shall assist all AIFs in understanding the
b. A spread margin of 35% would be levied in case of
reporting requirements and in clarifying or resolving
offsetting positions in index and its constituents
any issues which may arise in connection with
having expiry date different from index. While
reporting to ensure accurate and timely reporting.
the expiry date of index futures can be different
from that of its constituents, the expiry date 4. The PPM audit reports shall be submitted to SEBI
of futures contracts of all constituents should by AIFs online on the SEBI Intermediary Portal (SI
be same in order to obtain the aforesaid cross Portal) as per the aforesaid format.
margin benefit. Further, spread margin of 25%
would continue to get levied in case of same 5. In terms of Clause 2.4.1 of Master Circular audit of
expiry date of index and constituents (i.e. existing sections of PPM relating to ‘Risk Factors’, ‘Legal,
requirement). Regulatory and Tax Considerations’ and ‘Track Record
c. The aforesaid spread margin benefit would be of First Time Managers’ shall be optional. In addition,
revoked at the beginning of the expiry day of the ‘Illustration of Fees and Expenses’ and ‘Glossary and
position which expires first (i.e. first of the expiring Terms’ shall also be optional.
indices or constituents) in case the expiry dates of
6. All other provisions with respect to the filing of the
both legs of the position are different.
PPM audit report specified in the Master circular
d. Exchanges / Clearing Corporations to put in shall remain unchanged.
place suitable monitoring mechanism to keep
track of cross margin activities of participants. 7. The reporting requirement mentioned at paragraph
3 above shall be applicable for PPM audit reports to
e. All other requirements pertaining to cross be filed for the Financial Year ending March 31, 2024
margin remain unchanged and applicable. onwards.
3. The circular would be effective three months from 8. To keep pace with the fast-changing landscape of AIF
its date of issuance. The circular is being issued in industry and for policy and supervision purposes,
exercise of powers conferred under Section 11 (1) of the aforesaid reporting format shall be reviewed
the Securities and Exchange Board of India Act, 1992 periodically by pilot SFA in consultation with SEBI. In
to protect the interests of investors in securities and case of any revisions in the reporting format, revised
to promote the development of, and to regulate the format shall be made available on websites of the
securities market. Associations which are part of SFA.
ANSUMAN DEV PRADHAN
Deputy General Manager 9. This Circular is issued in exercise of powers conferred
under Section 11(1) of the Securities and Exchange

12
Circular on Standardization of the Private Board of India Act, 1992 to protect the interest of
Placement Memorandum (PPM) Audit Report investors in securities and to promote the development
of, and to regulate the securities the securities
[Issued by the Securities and Exchange Board of India vide Circular SEBI/
market.
HO/AFD/SEC-1/P/CIR/2024/22 date 18.04.2024] 10. This Circular is available on the SEBI website at www.
sebi.gov.in under the categories “Legal Framework”
1. In terms of Regulation 28 of SEBI (AIF) Regulations, and under the drop down “Circulars” and “Info for –
2012 and Clause 2.4 of SEBI Master Circular SEBI/ Alternative Investment Funds”.
HO/AFD/PoD1/P/CIR/2023/130 dated July 31, 2023
(Master Circular) it is mandatory for AIFs to carry RAJESH GUJJAR
out an annual audit of compliance with the terms of General Manager

130 | MAY 2024 CHARTERED SECRETARY

13
Entities allowed to use e-KYC Aadhaar 1.2 An operational disruption can threaten the viability of an

FROM THE GOVERNMENT

RE, impact its customers and other market participants,
Authentication services of UIDAI in Securities and ultimately have an impact on financial stability. It can
Market as sub-KUA result from man-made causes, Information Technology
[Issued by the Securities and Exchange Board of India vide Circular SEBI/ (IT) threats (e.g., cyber-attacks, changes in technology,
HO/MIRSD/SECFATF/P/CIR/2024/21 dated 05.04.2024] technology failures, etc), geopolitical conflicts, business
disruptions, internal/external frauds, execution/ delivery
1. The Master Circular on Know Your Client (KYC) errors, third party dependencies, or natural causes (e.g.,
norms for the securities market SEBI/HO/MIRSD/ climate change, pandemic, etc.).
SECFATF/P/CIR/2023/169 dated October 12, 2023
1.3 An RE needs to factor in the entire gamut of risks
inter alia has detailed the provision for the adaptation (including the aforesaid risks in its risk assessment
of Aadhaar based e-KYC process and e-KYC policies/ processes), identify and assess them using
Authentication facility for Resident Investors under appropriate tools, monitor its material operational
section 11A of the Prevention of Money Laundering exposures and devise appropriate risk mitigation/
Act, 2002 in securities market as sub-KUA and on- management strategies using strong internal controls
boarding process of sub-KUA by UIDAI. to minimize operational disruptions and continue to
deliver critical operations, thus ensuring operational
2. Department of Revenue, Ministry of Finance resilience.
(DoR-MoF) has from time to time issued gazette
notifications notifying entities, to undertake Aadhaar 1.4 Until recently, the predominant Operational Risks that
authentication service of UIDAI under Section 11A of REs faced emanated from vulnerabilities related to
the Prevention of Money Laundering Act, 2002. increasing dependence and rapid adoption of technology
for provision of financial services and intermediation.
3. DoR-MoF has vide Gazette Notification S.O. 801(E) However, the financial sector’s growing reliance on third-
dated February 20, 2024, notified 24 entities which are party providers (including technology service providers)
permitted to use Aadhaar authentication services of exacerbated by Covid-19 pandemic with greater reliance
UIDAI under section 11A of the Prevention of Money- on virtual working arrangements, has highlighted the
laundering Act, 2002. A copy of the notification is increasing importance of Operational Risk Management
and Operational Resilience; which not only benefits
attached at Annexure A.
the RE by strengthening its ability to remain a viable
4. The above mentioned entities shall follow the process going concern but also supports the financial system
by ensuring continuous delivery of critical operations
as detailed in SEBI circular dated October 12, 2023
during any disruption.
and as may be prescribed by UIDAI from time to
time. The KUAs shall facilitate the on-boarding of 1.5 In view of the foregoing, the Reserve Bank, through
these entities as sub-KUAs to provide the services of this Guidance Note on Operational Risk Management
Aadhaar authentication with respect to KYC. and Operational Resilience (hereafter ‘Guidance Note’)
intends to:
5. This circular is issued in exercise of powers conferred
under Section 11(1) of the Securities and Exchange 1.5.1 promote and further improve the effectiveness of
Board of India Act, 1992 to protect the interests of Operational Risk Management of the REs, and
investors in securities and to promote the development 1.5.2 enhance their Operational Resilience given the
of, and to regulate the securities markets. interconnections and interdependencies, within the
financial system, that result from the complex and
SAPNA SINHA dynamic environment in which the REs operate.
Deputy General Manager

14
1.6 This Guidance Note updates the “Guidance Note on
Guidance Note on Operational Risk Management of Operational Risk” dated October 14,
Management and Operational Resilience 2005. It has been prepared based on the Basel Committee
on Banking Supervision (BCBS) principles documents
issued in March 2021, viz., (a) ‘Revisions to the Principles
[Issued by the Reserve Bank of India vide RBI/2024-25/31 DOR.ORG.
for the Sound Management of Operational Risk’ and (b)
REC.21/14.10.001/2024-25 dated 30.04.2024] ‘Principles for Operational Resilience’ as well as the some
1. Purpose of the international best practices.

1.1 Operational Risk is inherent in all banking/ financial 1.7 The Guidance Note has adopted a principle-based
products, services, activities, processes, and systems. and proportionate approach to ensure smooth
Effective management of Operational Risk is an integral implementation across REs of various sizes, nature,
part of the Regulated Entities’ (REs) risk management complexity, geographic location and risk profile of
framework. Sound Management of Operational Risk their businesses. Although the exact approach may
shows the overall effectiveness of the Board of Directors vary from RE to RE, the Guidance Note provides an
and Senior Management in administering the RE’s overarching guidance to REs for improving and further
portfolio of products, services, activities, processes, and strengthening their Operational Risk Management
systems. Framework (ORMF). It gives adequate flexibility to REs
for Operational Risk Management to enhance their

CHARTERED SECRETARY MAY 2024 | 131

 ability to withstand, adapt and recover from potential c) In some cases, it was observed that REs were
FROM THE GOVERNMENT
operational disruptions and ensure their Operational collecting one or more instalments in advance
Resilience. The systems, procedures and tools prescribed but reckoning the full loan amount for charging
in this Guidance Note are indicative in nature and should interest.
be read in conjunction with the relevant instructions
issued by Reserve Bank from time to time. In case of 3.
These and other such non-standard practices of
inconsistency, if any, the relevant instructions issued by charging interest are not in consonance with the
the Reserve Bank would prevail. spirit of fairness and transparency while dealing with
customers. These are matters of serious concern to the
1.8 The operational risk regulatory capital requirements Reserve Bank. Wherever such practices have come to
1 RBI/2024-25/29
shall continue to be guided by the applicable guidelines .
light, RBI through its supervisory teams has advised
2. Application DOR. AML.REC.19/14.06.001/2024-25
REs to refund such excess interest and other charges
to customers. REs are also being encouraged to use
2.1 This Guidance Note shall apply to the following REs: online account transfers in lieu of cheques being
2.1.1 All Commercial Banks2; The Chairpersons/ CEOs
issued in a few cases for of alldisbursal.
loan the Regulated Entities
2.1.2 All Primary (Urban) Co-operative Banks/State 4. Therefore, in the interest of fairness and transparency,
all REs are
Co-operative Banks/Central Co-operative Madam/Dear directed to review their practices regarding
Sir,
Banks; mode of disbursal of loans, application of interest and
2.1.3 All All-India Financial Institutions (viz., Exim
Implementation
other chargesofand
Section 51A ofaction,
take corrective UAPA,1967:
including Updates
system level changes, as may be necessary, to address
Bank, NABARD, NHB, SIDBI, and NaBFID); (Da'esh) & Al-Qaida Sanctions List: Amendments
the issues highlighted above. in 01
and
2.1.4 All Non-Banking Financial Companies 5. This circular takes immediate effect.
including Housing Finance Companies. Please refer to Section 51 of our Master Direction
TARUN SINGH on K
Chief General Manager
SUNIL T. S. NAIR February

16
25, 2016 as amended on January 04 , 2024 (MD
Chief General Manager Implementation of Section 51A of UAPA,1967:
Complete details are not published here for want of space. For
“Regulated Entities
Updates (REs)1267/
to UNSC’s shall1989ensure that &
ISIL (Da'esh) in terms of S
Al-Qaida Sanctions
complete notification readers may log on to www.rbi.org.in Activities (Prevention) (UAPA)List: Amendments
Act, 1967 and in 01amendments
Entry t

15
[Issued by the Reserve Bank of India vide RBI/2024-25/29
Fair Practices Code for Lenders – Charging of account in the name of individuals/entities appearing in DOR. AML.
REC.19/14.06.001/2024-25 dated 26.04.2024]
Interest
Please refer
entities, to Sectionof
suspected 51 having
of our Master Direction
terrorist on Know
links, which are ap
Your Customer dated February 25, 2016 as amended on
[Issued by the Reserve Bank of India vide RBI/2024-25/30 DoS.CO.PPG. circulated
January 04by, 2024
the(MD
United Nations
on KYC), Security
in terms of which Council
“Regulated(UNSC).”
SEC.1/11.01.005/2024-25 dated 29.04.2024] Entities (REs) shall ensure that in terms of Section 51A
The guidelines on Fair Practices Code issued to various of the Unlawful Activities (Prevention) (UAPA) Act, 1967
Regulated Entities (REs) since 2003, inter-alia, advocate 2. In and this
amendments
connection,thereto,Ministry
they do notof have any account
External Affairs (MEA)
fairness and transparency in charging of interest by the in the name of individuals/entities appearing in the lists of
lenders, while providing adequate freedom to REs as informed individuals and entities,
about the UNSCsuspected
pressof having terrorist
release links,
SC/15682 dated
regards their loan pricing policy. which are approved by and periodically circulated by the
United Council
Security Nations Security Council pursuant
Committee (UNSC).” to resolutions 1267 (1
2. During the course of the onsite examination of REs 2. In this connection, Ministry of External Affairs (MEA),
for the period ended March 31, 2023, the Reserve (2015) Government
concerning ISIL (Da’esh), Al‑Qaida and asso
of India has informed about the UNSC
Bank came across instances of lenders resorting to press release SC/15682 dated April 25, 2024 wherein the
certain unfair practices in charging of interest. Some undertakings and entities enacted the amendments specifi
Security Council Committee pursuant to resolutions
of the unfair practices observed are briefly explained 1267 in
(1999),
underline the1989 (2011)below
entry and 2253on
(2015)
itsconcerning ISIL
ISIL (Da’esh) and
below: (Da’esh), Al‑Qaida and associated individuals, groups,
undertakings and entities enacted the amendments
a) Charging of interest from the date of sanction individuals and entities subject to the assets freeze, travel
specified with strikethrough and/or underline in the
of loan or date of execution of loan agreement
and not from the date of actual disbursement of
out in entry below on 1
paragraph its of
ISILSecurity
(Da’esh) andCouncil
Al-Qaida resolution
Sanctions 2610
List of individuals and entities subject to the assets
the funds to the customer. Similarly, in the case Chapterfreeze, travel
VII of theban and armsof
Charter embargo set out in
the United paragraph
Nations.
of loans being disbursed by cheque, instances 1 of Security Council resolution 2610 (2021), and adopted
were observed where interest was charged from under Chapter VII of the Charter of the United Nations.
the date of the cheque whereas the cheque was A. Individuals
handed over to the customer several days later. A. Individuals

b) In the case of disbursal or repayment of loans

QDi.431 Name: 1: SANAULLAH 2: GHAFARI 3: na 4: na
QDi.431 Name: 1: SANAULLAH 2: GHAFARI 3: na 4: na
during the course of the month, some REs were Name Name (original
(original script): ‫ثناء ہللا غفاری‬
script):
charging interest for the entire month, rather Title: Dr.
Title: Dr. Designation: na
Designation: na DOB:
DOB:a) a) 28 28
Oct.Oct.
19941994
b) 24 b) 24 Ma
than charging interest only for the period for District,MayKabul
1990 POB:Province,
Mir Bacha Kot District, Kabul Province,
Afghanistan Good quality a
which the loan was outstanding. MuhajirAfghanistan
b) Shahab Good quality a.k.a.: a) Dr. Shahab al Muhajir
Muhajer c) Shahab Mohajir d) Shah
Muhajir f) Shihab Muhajer g) Shihab Mohajir h) Shiha
132 | MAY 2024 CHARTERED
a.k.a.: na Nationality: Afghanistan SECRETARY
Passport no: na Afgha

विवियमि विभाग, केंद्रीय कायाा लय, केंद्रीय कायाा लय भिि, 12िीीं/ 13िीीं मींव़िल, शहीद भ
 b) Shahab Muhajer c) Shahab Mohajir d) Shahab Mahajar Provisions

FROM THE GOVERNMENT

e) Shihab al Muhajir f) Shihab Muhajer g) Shihab Mohajir
5. With the objective of bringing better clarity, the eligibility
h) Shihab Mahajar Low quality a.k.a.: na Nationality:
criteria for an SFB to transition into a Universal bank
Afghanistan Passport no: na Afghanistan number:
will now be as follows:
O1503093, issued on 25 Aug. 2016 in Kabul, Afghanistan
(expired on 25 Aug. 2021) National identification no: na a) Scheduled status with a satisfactory track record of
Address: a) Afghanistan (2021) b) Kunduz, Afghanistan performance for a minimum period of five years;
(previous) Listed on: 21 Dec. 2021 (Amended on 25 April
b) Shares of the bank should have been listed on a
2024) Other information: Leader of the Islamic State of
recognised stock exchange;
Iraq and the Levant - Khorasan (ISIL - K) (QDe.161).
Information Technology Expert. Father’s name: Abdul c) Having a minimum net worth of `1,000 crore as at
Jabbar. Grandfather’s name: Abdul Ghaffar. Photo is the end of the previous quarter (audited);
available for inclusion in the INTERPOL-UN Security
d) Meeting the prescribed CRAR requirements for
Council Special Notice. INTERPOL-UN Security
SFBs;
Council Special Notice web link: https://www.interpol.
int/en/How-we-work/Notices/View-U N-Notices- e) Having a net profit in the last two financial years;
Individuals. and
3. In accordance with paragraph 58 of resolution 2610 f) Having GNPA and NNPA of less than or equal to
(2021), the Committee has made accessible on its 3 percent and 1 percent respectively in the last two
website the narrative summaries of reasons for listing financial years.
of the above entries at the following URL: www.un.org/ 6. The following conditions shall be applicable with regard
securitycouncil/sanctions/1267/aq_sanctions_list/ to shareholding pattern:
summaries.
a) There is no mandatory requirement for an eligible
4. Press release dated April 25, 2024 regarding the above SFB to have an identified promoter. However, the
can be found at https://press.un.org/en/2024/sc15682. existing promoters of the eligible SFB, if any, shall
doc.htm continue as the promoters on transition to Universal
Further, the UNSC press releases concerning Bank.
amendments to the list are available at URL: https:// b) Addition of new promoters or change in promoters
www.un.org/securitycouncil/sanctions/1267/press- shall not be permitted for an eligible SFB while
releases transitioning to Universal Bank.
SAIDUTTA SANGRAM KESHARI PRADHAN c) There shall be no new mandatory lock-in
General Manager requirement of minimum shareholding for existing
Complete details are not published here for want of space. For promoters in the transitioned Universal Bank.
complete notification readers may log on to www.rbi.org.in d) There shall be no change to the promoter

17
shareholding dilution plan already approved by the
Voluntary transition of Small Finance Banks to Reserve Bank.
Universal Banks
e) The eligible SFBs having diversified loan portfolio
will be preferred.
[Issued by the Reserve Bank of India vide RBI/2024-25/28 DOR.LIC.
7. The eligible SFB shall be required to furnish a detailed
REC.20/16.13.218/2024-25 dated 26.04.2024]
rationale for such transition. The application for
Please refer to Paragraph 14 of the “Guidelines for ‘on-tap’ transition from SFB to Universal Bank shall be assessed
Licensing of Small Finance Banks in Private Sector” dated in accordance with the Guidelines for ‘on tap’ Licensing
December 5, 2019, which provides a transition path for Small of Universal Banks in the Private Sector dated August
Finance Banks (SFBs) to convert into Universal Banks. Such 1, 2016, as applicable, and Reserve Bank of India
conversion shall be subject to the SFB’s fulfilling minimum (Acquisition and Holding of Shares or Voting Rights in
paid-up capital/ net worth requirement as applicable to Banking Companies) Directions, 2023 dated January
Universal Banks, satisfactory track record of performance 16, 2023, as amended from time to time. Further, on
as an SFB for a minimum period of five years and RBI’s due transition the bank will be subjected to all the norms
diligence exercise. including NOFHC structure (as applicable) as per the
said Guidelines.
2. These instructions are issued in exercise of the powers
conferred on the Reserve Bank of India under Section 22 8. The eligible SFB may submit its application for transition
(1) of the Banking Regulation Act, 1949. to Universal Bank, in the prescribed form (Form III) in
terms of Rule 11 of the Banking Regulation (Companies)
Commencement Rules, 1949, along with other requisite documents,
3. The provisions contained in the circular shall be effective to Department of Regulation, Reserve Bank of India,
from the date of this circular. Central Office, 12th Floor, Central Office Building,
Shahid Bhagat Singh Road, Mumbai - 400001.
Applicability
MANORANJAN PADHY
4. This circular is applicable to all Small Finance Banks. Chief General Manager

CHARTERED SECRETARY MAY 2024 | 133

 18 19
Limits for investment in debt and sale of Foreign Exchange Management (Foreign
FROM THE GOVERNMENT

Credit Default Swaps by Foreign Portfolio Currency Accounts by a person resident in

Investors (FPIs) India) (Amendment) Regulations, 2024
[Issued by the Reserve Bank of India vide RBI/2024-25/27 A.P. (DIR Series) [Issued by the Reserve Bank of India vide No. FEMA. 10(R)(3)/2024-RB
Circular No. 03 dated 26.04.2024] dated 23.04.2024]
Attention of Authorised Dealer Category-I (AD In exercise of the powers conferred by Section 9 and clause
Category-I) banks is invited to Schedule 1 to the (e) of sub-section (2) of section 47 of the Foreign Exchange
Foreign Exchange Management (Debt Instruments) Management Act, 1999 (42 of 1999), the Reserve Bank
Regulations, 2019 notified vide Notification No. FEMA. of India makes the following amendment in the Foreign
396/2019-RB dated October 17, 2019 as amended Exchange Management (Foreign Currency Accounts by a
from time to time and the relevant Directions issued person resident in India) Regulations, 2015 (Notification No.
thereunder. FEMA10(R)/2015-RB dated January 21, 2016) (hereinafter
referred to as 'the Principal Regulations'), namely:-
2. Reference is also invited to the following directions
issued by the Reserve Bank: 1. Short Title & Commencement
a) A.P. (DIR Series) Circular No. 25 dated March 30, (i) These Regulations may be called the Foreign
2020; Exchange Management (Foreign Currency Accounts
by a person resident in India) (Amendment)
b) Circular No. FMRD.FMSD.No.25/14.01.006/2019- Regulations, 2024.
20 dated March 30, 2020;
(ii) They shall come into force from the date of their
c) A.P. (DIR Series) Circular No. 23 dated February 10, publication in the Official Gazette.
2022;
2. Amendment to Regulation 5 of the Principal
d) A.P. (DIR Series) Circular No. 01 dated April 19, Regulations
2022;
In sub-regulation (F)(1) of Regulation 5 of the Principal
e) Circular no. FMRD.FMID.No.04/14.01.006/2022- Regulations, the existing provision shall be substituted
23 dated July 07, 2022; by the following, namely:

f) Circular no. FMRD.FMID.No. 07/14.01.006/2022- “Subject to compliance with the conditions in regard
23 dated January 23, 2023; and to raising of External Commercial Borrowings (ECB)
or raising of resources through American Depository
g) Circular no. FMRD.FMID.No. 04/14.01.006/2023- Receipts (ADRs) or Global Depository Receipts (GDRs)
24 dated November 08, 2023; or through direct listing of equity shares of companies
incorporated in India on International Exchanges,
3. Investment Limits for the financial year 2024-25: the funds so raised may, pending their utilisation
or repatriation to India, be held in foreign currency
a) The limits for FPI investment in government accounts with a bank outside India.”
securities (g-secs), state government securities
(SGSs) and corporate bonds shall remain unchanged LATHA RADHAKRISHNAN
at 6 per cent, 2 per cent and 15 per cent respectively, General Manager-in-Charge

20
of the outstanding stocks of securities for 2024-25.
Foreign Exchange Management (Mode
b) As hitherto, all investments by eligible investors in of Payment and Reporting of Non-Debt
the ‘specified securities’ shall be reckoned under the Instruments) (Amendment) Regulations, 2024
Fully Accessible Route (FAR) in terms of A.P. (DIR
Series) Circular No. 25 dated March 30, 2020. [Issued by the Reserve Bank of India vide No. FEMA. 395(2)/2024-RB
dated 23.04.2024]
c) The allocation of incremental changes in the g-sec
limit (in absolute terms) over the two sub-categories – In exercise of the powers conferred by Section 47 of the Foreign
‘General’ and ‘Long-term’ – shall be retained at 50:50 Exchange Management Act, 1999 (42 of 1999) and consequent
for 2024-25. to the Foreign Exchange Management (Non-Debt Instrument)
Rules, 2019, the Reserve Bank of India hereby makes the
d) The entire increase in limits for SGSs (in absolute following amendments to the Foreign Exchange Management
terms) has been added to the ‘General’ sub-category (Mode of Payment and Reporting of Non-Debt Instruments)
of SGSs. Regulations, 2019 [Notification No. FEMA.395/2019-RB dated
October 17, 2019] (hereinafter referred to as ‘the Principal
DIMPLE BHANDIA Regulations’) namely:-
Chief General Manager
1. Short Title & Commencement
Complete details are not published here for want of space. For (i) These Regulations may be called the Foreign
complete notification readers may log on to www.rbi.org.in Exchange Management (Mode of Payment and

134 | MAY 2024 CHARTERED SECRETARY

 Reporting of Non-Debt Instruments) (Amendment) / subscription is classified as Foreign Portfolio

FROM THE GOVERNMENT

Regulations, 2024. Investment under the rules) by permissible holder,
other than transfers between permissible holders,
(ii) They shall come into force from the date of their on an International Exchange.”
publication in the Official Gazette.
LATHA RADHAKRISHNAN
2. Amendment to Regulation 3.1 of the Principal General Manager-in-Charge

21
Regulations
Alteration in the name of "AB Bank Limited" to
In Regulation 3.1 of the Principal Regulations, after Sl no.
"AB Bank PLC" in the Second Schedule to the
IX, the following shall be inserted namely: -
Reserve Bank of India Act, 1934
X. Schedule XI A. Mode of Payment [Issued by the Reserve Bank of India vide RBI/2024-25/26 DOR.RET.
(1) The amount of consideration for REC.18/12.07.160/2024-25 dated 25.04.2024]
(Purchase or
Subscription of purchase / subscription of equity It is advised that the name of "AB Bank Limited" has been
Equity Shares shares of an Indian company listed changed to "AB Bank PLC" in the Second Schedule to the
of Companies on an International Exchange shall be Reserve Bank of India Act, 1934 by Notification DOR.LIC.
Incorporated paid, - No.S6222/23.13.048/2023-24 dated January 25, 2024, which
in India on (i) through banking channels to a is published in the Gazette of India (Part III-Section 4) dated
International foreign currency account of the Indian March 06, 2024.
Exchanges Scheme company held in accordance with MANORANJAN PADHY
by Permissible the Foreign Exchange Management Chief General Manager

22
Holder) (Foreign currency accounts by a
person resident in India) Regulations, Unauthorised foreign exchange transactions
2015, as amended from time to time;
or
(ii) as inward remittance from abroad [Issued by the Reserve Bank of India vide RBI/2024-25/25 A.P. (DIR Series)
through banking channels. Circular No.02 dated 24.04.2024]
Explanation: The proceeds of The Reserve Bank of India (RBI) has come across instances
purchase / subscription of equity of unauthorised entities offering foreign exchange (forex)
shares of an Indian company listed trading facilities to Indian residents with promises of
on an International Exchange shall disproportionate/exorbitant returns. On investigation, it
either be remitted to a bank account has been observed that to facilitate unauthorised forex
in India or deposited in a foreign trading, these entities have taken recourse to engaging
currency account of the Indian local agents who open accounts at different bank branches
company held in accordance with for collecting money towards margin, investment, charges,
the Foreign Exchange Management etc. These accounts are opened in the name of individuals,
(Foreign currency accounts by a proprietary concerns, trading firms etc. and the transactions
person resident in India) Regulations, in such accounts are not found to be commensurate with the
2015, as amended from time to time. stated purpose for opening the account in several cases. It
B. Remittance of sale proceeds is also observed that these entities are providing options to
residents to remit/deposit funds in Rupees for undertaking
The sale proceeds (net of taxes) of the unauthorised forex transactions using domestic payment
equity shares may be remitted outside systems like online transfers, payment gateways, etc.
India or may be credited to the bank
account of the permissible holder 2. In this context, attention of Authorised Dealer Category-I
maintained in accordance with the (AD Cat-I) banks is invited to:
Foreign Exchange Management a) Section 3 (a) of the Foreign Exchange Management
(Deposit) Regulations, 2016. Act (FEMA), 1999, in terms of which, no person shall
deal in or transfer any foreign exchange or foreign
3. Amendment to Regulation 4 of the Principal
security to any person not being an ‘Authorised
Regulations
Person’, unless under general or special permission
In sub-regulation (8) of Regulation 4 of the Principal of the Reserve Bank;
Regulations, the existing provision shall be substituted
by the following, namely: b) Regulation 4 read with Schedule I of the Foreign
Exchange Management (Foreign Exchange
“LEC(FII): (i) The Authorised Dealer Category I banks Derivative Contracts) Regulations, 2000
shall report to the Reserve Bank in Form LEC (FII) the (Notification No. FEMA 25/2000-RB dated
purchase / transfer of equity instruments by FPIs on the May 3, 2000), as amended from time to time, in
stock exchanges in India. terms of which, a person, whether resident in
(ii) The Investee Indian company through an India or resident outside India, may enter into
Authorised Dealer Category I bank shall report to a foreign exchange derivative contract with an
the Reserve Bank in Form LEC (FII) the purchase/ authorised dealer or on recognised exchanges,
subscription of equity shares (where such purchase only;

CHARTERED SECRETARY MAY 2024 | 135

 24
c) Para 3 (1) of the Electronic Trading Platforms Master Direction – Reserve Bank of India (Asset
FROM THE GOVERNMENT
(Reserve Bank) Directions, 2018 dated October
05, 2018, in terms of which, no entity shall operate Reconstruction Companies) Directions, 2024
an Electronic Trading Platform (ETP) without
obtaining prior authorisation of the Reserve Bank; [Issued by the Reserve Bank of India vide RBI/DOR/2024-25/116 DoR.
FIN.REC.16/26.03.001/2024-25 dated 24.04.2024]
d) Press releases dated February 03, 2022, September
07, 2022 and February 10, 2023 issued by the ARCs play a critical role in the resolution of stressed financial
Reserve Bank, cautioning against unauthorised assets of banks and financial institutions, thereby enhancing
forex trading platforms; and the overall health of the financial system. To ensure prudent
and efficient functioning of ARCs and to protect the interest
e) ‘Alert List’ issued by the Reserve Bank containing of investors, Reserve Bank of India hereby issues the Master
names of entities which are neither authorised to Direction – Reserve Bank of India (Asset Reconstruction
deal in forex under FEMA, 1999 nor authorised companies) Directions, 2024 (the Directions), hereinafter
to operate ETP for forex transactions under the specified. These Directions have been issued in exercise of
Electronic Trading Platforms (Reserve Bank) the powers conferred by Sections 3, 9, 10, 12 and 12A of the
Directions, 2018. Securitisation and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (54 of 2002).
3. There is a need for greater vigilance to prevent the misuse
of banking channels in facilitating unauthorised forex J. P. SHARMA
trading. AD Cat-I banks are, therefore, advised to be Chief General Manager
more vigilant and exercise greater caution in this regard.
As and when AD Cat-I banks come across an account Complete details are not published here for want of space. For
being used to facilitate unauthorised forex trading, they complete notification readers may log on to www.rbi.org.in

25
shall report the same to the Directorate of Enforcement,
Government of India, for further action, as deemed fit. Formation of new district in the State of Assam
– Assignment of Lead Bank Responsibility
4. AD Cat-I banks may bring the contents of this circular to
the notice of their constituents and customers concerned.
[Issued by the Reserve Bank of India vide RBI/2024-25/22 FIDD.CO.LBS.
AD Cat-I banks may advise their customers to deal in
forex only with ‘Authorised Persons’ and on ‘authorised BC.No.05/02.08.001/2024-25 dated 18.04.2024]
ETPs’ and give wide publicity to the list of ‘Authorised The Government of Assam has notified formation of a new
Persons’ and the list of ‘authorised ETPs’ available on district, viz., Tamulpur in the state of Assam vide Gazette
the RBI website. AD Cat-I banks are also advised to give Notification ECF.No.367433/27 dated September 07, 2023.
publicity to the ‘Alert List’ and Press Releases issued by Accordingly, it has been decided to designate the Lead
the RBI in this regard. Bank of the new district as below:
5. The directions contained in this circular have been
issued under sections 10(4) and 11 (1) of the Foreign Sr. Newly Lead Bank District Working Code
Exchange Management Act, 1999 (42 of 1999) and are No Created Responsibility allotted to new district
without prejudice to permissions / approvals, if any, District assigned to
required under any other law. 1 Tamulpur State Bank of 02Q (to be read as
India ‘numeral zero, numeral
DIMPLE BHANDIA two, alphabet Q’)
Chief General Manager

23
2. There is no change in the Lead Banks of the other
Master Circular - Bank Finance to Non- districts in the state of Assam.
Banking Financial Companies (NBFCs) NISHA NAMBIAR
Chief General Manager-in-Charge

26
[Issued by the Reserve Bank of India vide RBI/2024-25/24 DOR.CRE.REC.
No.17/21.04.172/2024-25 dated 24.04.2024] Implementation of Section 12A of the Weapons
of Mass Destruction and their Delivery Systems
Please refer to our Master Circular DOR.CRE.REC. (Prohibition of Unlawful Activities) Act, 2005:
No.07/21.04.172/2023-24 dated April 03, 2023 on the
captioned subject. Attached is the revised Master Circular, Designated List (Amendments)
updated to reflect all instructions issued as on date on the [Issued by the Reserve Bank of India vide RBI/2024-25/21 DOR.AML.
above matter, as listed in the Appendix. It may be noted that REC.14/14.06.001/2024-25 dated 16.04.2024]
this Master Circular only consolidates all instructions on the
above matter issued up to April 23, 2024 and does not contain Please refer to Section 52 of our Master Direction on
any new instructions/guidelines. Know Your Customer dated February 25, 2016 as amended
on January 04, 2024 (MD on KYC), in terms of which,
VAIBHAV CHATURVEDI inter alia, “Regulated Entities (REs) shall ensure meticulous
Chief General Manager compliance with the “Procedure for Implementation of
Section 12A of the Weapons of Mass Destruction (WMD) and
Complete details are not published here for want of space. For their Delivery Systems (Prohibition of Unlawful Activities)
complete notification readers may log on to www.rbi.org.in Act, 2005” laid down in terms of Section 12A of the WMD

136 | MAY 2024 CHARTERED SECRETARY

 28
Act, 2005 vide Order dated September 01, 2023, by the Master Circular - Credit facilities to Scheduled

FROM THE GOVERNMENT

Ministry of Finance, Government of India (Annex III of the
Master Direction on Know Your Customer).” Castes (SCs) & Scheduled Tribes (STs)
2. Further, in terms of Section 53 of our MD on KYC “the [Issued by the Reserve Bank of India vide RBI/2024-25/19 FIDD.CO.GSSD.
REs shall verify every day, the ‘UNSCR 1718 Sanctions
BC.No.04/09.09.001/2024-25 dated 16.04.2024]
List of Designated Individuals and Entities’, as available
at https://www.mea.gov.in/Implementation-of-UNSC- The Reserve Bank of India has, from time to time, issued
Sanctions-DPRK.htm, to take into account any a number of guidelines/instructions to banks on credit
modifications to the list in terms of additions, deletions facilities to Scheduled Castes (SCs) & Scheduled Tribes (STs).
or other changes and also ensure compliance with the The enclosed Master Circular consolidates the circulars
‘Implementation of Security Council Resolution on issued by Reserve Bank on the subject till date, as listed in
Democratic People’s Republic of Korea Order, 2017’, as the Appendix.
amended from time to time by the Central Government”. R GIRIDHARAN
3. A reference is also invited to our circular DOR. Chief General Manager
AML.REC.23/14.06.001/2023-24 dated July 04, 2023, Complete details are not published here for want of space. For
communicating thereby the Consolidated Lists of UNSC complete notification readers may log on to www.rbi.org.in

29
Designated / Sanctioned Individuals and Entities under
the UNSC Resolutions relating to non-proliferation. Key Facts Statement (KFS) for Loans & Advances
Amendments to the entries in the Lists are carried out
from time to time. The last such amendment was notified
vide our circular DOR. AML.REC.83/14.06.001/2023-24
dated March 11, 2024. [Issued by the Reserve Bank of India vide RBI/2024-25/18 DOR.STR.
REC.13/13.03.00/2024-25 dated 15.04.2024]
4. In this regard, Ministry of External Affairs (MEA), GoI
has informed that the UNSC Committee established Please refer to our instructions on Key Facts Statement (KFS)
pursuant to resolution 1718 (2006) has enacted the and disclosure of Annual Percentage Rate (APR) as contained
amendments, specified with strikethrough and/or in paragraph 2 of Circular on ‘Display of information by banks’
underline in an entry on its Sanctions List of individuals dated January 22, 2015; paragraph 6 of Master Direction on
and entities (enclosed with this circular). Hence, the ‘Regulatory Framework for Microfinance Loans’ dated March
‘designated list’ as referred in Para 2.1 and other relevant 14, 2022; and paragraph 5 of ‘Guidelines on Digital Lending’
paras of the aforementioned Order dated September 01, dated September 2, 2022.
2023 is amended in accordance with the changes in the 2. As announced in the Statement on Developmental and
relevant entry. Regulatory Policies dated February 8, 2024, it has been
5. The latest version of the UNSC Sanctions lists on DPRK decided to harmonize the instructions on the subject.
is accessible on the UN Security Council’s website at the This is being done in order to enhance transparency
following URLs: https://www.un.org/securitycouncil/ and reduce information asymmetry on financial
sanctions/1718. products being offered by different regulated entities,
thereby empowering borrowers for making an informed
6. The REs are advised to take note of the aforementioned financial decision. The harmonised instructions shall
communications and ensure meticulous compliance. be applicable in cases of all retail and MSME term loan
products extended by all regulated entities (REs).
SAIDUTTA SANGRAM KESHARI PRADHAN
General Manager 3. For the purpose of this circular, following terms have
been defined:

27
Master Circular – Deendayal Antyodaya (a) Key Facts of a loan agreement between an
Yojana - National Rural Livelihoods Mission RE/a group of REs and a borrower are legally
(DAY-NRLM) significant and deterministic facts that
satisfy basic information required to assist
[Issued by the Reserve Bank of India vide RBI/2024-25/20 FIDD.GSSD. the borrower in taking an informed financial
CO.BC.No.03/09.01.003/2024-25 dated 16.04.2024] decision.
Please refer to the Master Circular FIDD.GSSD.CO.BC.
No.07/09.01.003/2023-24 dated April 26, 2023 on Deendayal (b) Key Facts Statement (KFS) is a statement of key
Antyodaya Yojana - National Rural Livelihoods Mission facts of a loan agreement, in simple and easier to
(DAY-NRLM). understand language, provided to the borrower in a
standardised format.
2. The enclosed Master Circular consolidates and updates
all the instructions/guidelines on the subject issued till (c) Annual Percentage Rate (APR) is the annual cost
date and replaces the earlier Master Circular issued on of credit to the borrower which includes interest
the subject. rate and all other charges associated with the credit
R GIRIDHARAN facility.
Chief General Manager (d) Equated Periodic Instalment (EPI) is an equated or
Complete details are not published here for want of space. For fixed amount of repayments, consisting of both the
complete notification readers may log on to www.rbi.org.in principal and interest components, to be paid by a

CHARTERED SECRETARY MAY 2024 | 137

 31
borrower towards repayment of a loan at periodic CIMS Project Implementation - Submission of
FROM THE GOVERNMENT
intervals for a fixed number of such intervals;
and which result in complete amortisation Statutory Returns (Form A, Form VIII and Form
of the loan. EPIs at monthly intervals are IX) on CIMS Portal
called EMIs. [Issued by the Reserve Bank of India vide RBI/2024-25/16 DoR.RET.
Other words and expressions not defined above, but REC.12/12.01.001/2024-25 dated 15.04.2024]
used in this circular, shall have the same meaning In terms of Para 29 of the Master Direction - Reserve Bank
as assigned to them under the Master Direction on of India [Cash Reserve Ratio (CRR) and Statutory Liquidity
Interest Rate on Advances (2016) as updated from time Ratio (SLR)] Directions - 2021 (Updated as on September
to time or any other relevant regulation issued by the 25, 2023), banks submit the statutory Form A, Form VIII
Reserve Bank. and Form IX (on unclaimed deposits) Returns in electronic
form on the eXtensible Business Reporting Language (XBRL)
VAIBHAV CHATURVEDI Portal.
Chief General Manager
2. Following the launch of Reserve Bank’s next generation
Complete details are not published here for want of space. For data warehouse, viz., the Centralised Information
complete notification readers may log on to www.rbi.org.in Management System (CIMS), it has been decided to

30
shift the submission of Form A, Form VIII and Form
Hedging of Gold Price Risk in Overseas Markets IX Returns from the XBRL Portal to the CIMS Portal.
Banks shall, accordingly, submit the fortnightly Form A
Return from the Reporting Friday June 14, 2024, monthly
Form VIII Return from May 2024 and the annual Form
[Issued by the Reserve Bank of India vide RBI/2024-25/17 A. P. (DIR Series)
IX Return from December 31, 2024 respectively on the
Circular No. 01 dated 15.04.2024] CIMS Portal only.
Please refer to Paragraph 2 of the Statement on Developmental
3. Banks shall continue to submit Form A & Form
and Regulatory Policies announced as a part of the Bi-monthly
VIII both on XBRL as well as CIMS portals
Monetary Policy Statement for 2023-24 dated February 08,
concurrently till the date/month indicated
2024, regarding hedging of price risk of gold in overseas
above.
markets. Attention is also invited to the Master Direction
– Foreign Exchange Management (Hedging of Commodity MANORANJAN PADHY
Price Risk and Freight Risk in Overseas Markets) Directions, Chief General Manager
2022.

32
2. Resident entities were permitted to hedge their exposure
Alteration in the name of "Sonali Bank Limited"
to price risk of gold on exchanges in the International to "Sonali Bank PLC" in the Second Schedule to
Financial Services Centre (IFSC) recognised by the the Reserve Bank of India Act, 1934
International Financial Services Centres Authority
[Issued by the Reserve Bank of India vide RBI/2024-25/15 DOR.RET.
(IFSCA) vide A. P. (DIR Series) Circular No. 19 dated
December 12, 2022. To provide further flexibility to REC.11/12.07.160/2024-25 dated 10.04.2024]
resident entities to hedge their exposures to price risk It is advised that the name of "Sonali Bank Limited" has been
of gold, it has now been decided to permit resident changed to "Sonali Bank PLC" in the Second Schedule to the
entities to hedge their exposures to price risk of gold Reserve Bank of India Act, 1934 by Notification DoR.LIC.
using OTC derivatives in the IFSC in addition to the No.S6044/23.13.032/2023-24 dated January 17, 2024, which
derivatives on the exchanges in the IFSC, subject is published in the Gazette of India (Part III-Section 4) dated
to the stipulations set out in the Master Direction March 06, 2024.
– Foreign Exchange Management (Hedging of
Commodity Price Risk and Freight Risk in Overseas MANORANJAN PADHY
Markets) Directions, 2022, as amended from time Chief General Manager

33
to time.
Exclusion of “Kapol Co-operative Bank
3. These instructions shall be applicable with immediate Limited” from the Second Schedule to the
effect. The Master Direction – Foreign Exchange Reserve Bank of India Act, 1934
Management (Hedging of Commodity Price Risk and
Freight Risk in Overseas Markets) Directions, 2022 has [Issued by the Reserve Bank of India vide RBI/2024-25/14 DOR.RET.
been updated accordingly. REC.10/12.07.160/2024-25 dated 05.04.2024]

4. The directions contained in this circular have been It is advised that “Kapol Co-operative Bank Limited” has
issued under Sections 10(4) and 11(1) of the Foreign been excluded from the Second Schedule to the Reserve
Exchange Management Act, 1999 (42 of 1999) and are Bank of India Act, 1934 vide Notification DoR.REG/LIC.
without prejudice to permissions/ approvals, if any, No.S6720/07.12.000/2023-24 dated February 22, 2024, which
required under any other law. is published in the Gazette of India (Part III - Section 4) dated
March 28, 2024.
DIMPLE BHANDIA MANORANJAN PADHY
Chief General Manager Chief General Manager

138 | MAY 2024 CHARTERED SECRETARY

34
Master Circular - Income Recognition, Asset Appendix. It may be noted that this Master Circular only

FROM THE GOVERNMENT

consolidates all instructions on the above matter issued up to
Classification, Provisioning and Other Related March 31, 2024 and does not contain any new instructions/
Matters - UCBs guidelines.
[Issued by the Reserve Bank of India vide RBI/2024-25/13 DOR.STR. VAIBHAV CHATURVEDI
REC.9/21.04.048/2024-25 dated 02.04.2024] Chief General Manager
Please refer to our Master Circular DOR.STR. Complete details are not published here for want of space. For
REC.14/21.04.048/2023-24 dated May 8, 2023 consolidating complete notification readers may log on to www.rbi.org.in

37
instructions / guidelines issued to banks till March 31,
2023 on matters relating to prudential norms on income Master Circular - Housing Finance for UCBs
recognition, asset classification and provisioning pertaining to
advances.
2. Attached is the revised Master Circular, updated to [Issued by the Reserve Bank of India vide RBI/2024-25/10 DOR.CRE.REC.
reflect all instructions issued upto March 31, 2024 No.6/07.10.002/2024-25 dated 02.04.2024]
on the above matter, as listed in Annex 9. It may be Please refer to the Master Circular DOR.CRE.REC.
noted that this Master Circular only consolidates all No.9/07.10.002/2023-24 dated April 11, 2023 on the
instructions on the above matter issued up to March captioned subject, consolidating the instructions / guidelines
31, 2024 and does not contain any new instructions/ issued to UCBs till April 10, 2023. Attached is the revised
guidelines. Master Circular, updated to reflect all instructions issued
VAIBHAV CHATURVEDI upto March 31, 2024 on the above matter, as listed in
Chief General Manager the Appendix. It may be noted that this Master Circular
only consolidates all instructions on the above matter
Complete details are not published here for want of space. For issued up to March 31, 2024 and does not contain any new
complete notification readers may log on to www.rbi.org.in instructions/guidelines.

35
Master Circular - Prudential norms on VAIBHAV CHATURVEDI
Income Recognition, Asset Classification and Chief General Manager
Provisioning pertaining to Advances Complete details are not published here for want of space. For
complete notification readers may log on to www.rbi.org.in

38
[Issued by the Reserve Bank of India vide RBI/2024-25/12 DOR.STR.
REC.8/21.04.048/2024-25 dated 02.04.2024] Master Circular - Prudential Norms on Capital
Adequacy - Primary (Urban) Co-operative
Please refer to the Master Circular DOR.STR.
REC.3/21.04.048/2023-24 dated April 1, 2023 consolidating Banks (UCBs)
instructions / guidelines issued to banks till March 31, [Issued by the Reserve Bank of India vide RBI/2024-25/09 DOR.CAP.
2023 on matters relating to prudential norms on income REC.5/09.18.201/2024-25 dated 01.04.2024]
recognition, asset classification and provisioning pertaining to
advances. Please refer to our Master Circular DOR.CAP.
REC.11/09.18.201/2023-24 dated April 20, 2023 on the
2. Attached is the revised Master Circular, updated to captioned subject.
reflect all instructions issued upto March 31, 2024 on the 2. The enclosed Master Circular consolidates and updates
above matter, as listed in Annex 5. It may be noted that all the instructions / guidelines on the subject issued up
this Master Circular only consolidates all instructions to March 31, 2024 as listed in the Appendix.
on the above matter issued up to March 31, 2024 and
does not contain any new instructions/guidelines. USHA JANAKIRAMAN
Chief General Manager
VAIBHAV CHATURVEDI Complete details are not published here for want of space. For
Chief General Manager
complete notification readers may log on to www.rbi.org.in

39
Complete details are not published here for want of space. For
complete notification readers may log on to www.rbi.org.in
Master Direction on Counterfeit Notes, 2024 –
Detection, Reporting and Monitoring

36
Master Circular – Housing Finance
[Issued by the Reserve Bank of India vide RBI/DCM/2024-25/115 DCM
(FNVD)/G4/16.01.05/2024-25 dated 01.04.2024]
[Issued by the Reserve Bank of India vide RBI/2024-25/11 DOR.CRE.REC. The Reserve Bank of India (RBI) has, from time to time, issued
No.07/08.12.001/2024-25 dated 02.04.2024] several guidelines / instructions / directives to the banks on
Counterfeit Notes.
Please refer to the Master Circular DOR.CRE.REC.
No.06/08.12.001/2023-24 dated April 03, 2023 consolidating 2. A Master Direction incorporating and updating the
the instructions / guidelines issued to banks till March 31, extant guidelines / instructions / directives on the
2023 relating to Housing Finance. Attached is the revised subject has been prepared to enable banks to have all
Master Circular, updated to reflect all instructions issued current instructions on Counterfeit Notes at one place
upto March 31, 2024 on the above matter, as listed in the for reference.

CHARTERED SECRETARY MAY 2024 | 139

 3. This Direction has been issued in exercise of powers updated the Master Circular which consolidates important
FROM THE GOVERNMENT
conferred upon RBI under Section 35A and Section 56 of instructions on the subject issued by the Reserve Bank of
the Banking Regulation Act, 1949. India till March 31, 2024.
SANJEEV PRAKASH 2. A copy of the revised Master Circular is enclosed for
Chief General Manager your information. This circular may also be downloaded
Complete details are not published here for want of space. For from our website https://mastercirculars rbi.org.in.
complete notification readers may log on to www.rbi.org.in INDRANIL CHAKRABORTY

40
Master Circular – Basel III Capital Regulations Chief General Manager
Complete details are not published here for want of space. For
complete notification readers may log on to www.rbi.org.in

43
[Issued by the Reserve Bank of India vide RBI/2024-25/08 DOR.CAP.
Master Circular on SHG-Bank Linkage
REC.4/21.06.201/2024-25 dated 01.04.2024]
Programme
Please refer to the Master Circular No. DOR.CAP.
REC.15/21.06.201/2023-24 dated May 12, 2023, consolidating
therein the prudential guidelines on Basel III capital adequacy [Issued by the Reserve Bank of India vide RBI/2024-25/05 FIDD.CO.FID.
issued to banks till that date. BC.No.1/12.01.033/2024-25 dated 01.04.2024]

2. The instructions contained in the aforesaid Master The Reserve Bank of India has, from time to time, issued a
Circular have been suitably updated / amended by number of guidelines/instructions to banks on SHG-Bank
incorporating relevant guidelines, issued as on date. A Linkage Programme. In order to enable banks to have
list of circulars consolidated in this Master Circular is instructions at one place, the Master Circular incorporating
contained in Annex 26. the existing guidelines/ instructions on the subject has been
updated and enclosed. This Master Circular consolidates the
3. Small Finance Banks and Payments Banks may refer circulars issued by Reserve Bank on the subject up to March
to their respective licensing guidelines and operating 31, 2024, as indicated in the Appendix.
guidelines issued by Reserve Bank, for prudential
guidelines on capital adequacy. NISHA NAMBIAR
Chief General Manager-in-Charge
USHA JANAKIRAMAN
Chief General Manager Complete details are not published here for want of space. For
Complete details are not published here for want of space. For complete notification readers may log on to www.rbi.org.in

44
complete notification readers may log on to www.rbi.org.in Master Direction on Penal Provisions in

41
Master Circular on Conduct of Government reporting of transactions / balances at
Business by Agency Banks - Payment of Currency Chests
Agency Commission [Issued by the Reserve Bank of India vide RBI/DCM/2024-25/114 DCM
[Issued by the Reserve Bank of India vide RBI/2024-25/07 CO.DGBA.GBD. (CC) No.G-2/03.35.01/2024-25 dated 01.04.2024]
No.S2/31-12-010/2024-2025 dated 01.04.2024] In terms of the Preamble to and Section 45 of the Reserve
Please refer to our Master Circular RBI/2023-24/07, Bank of India Act, 1934 (RBI Act) and Section 35A of the
CO.DGBA.GBD.No.S1/31-12-010/2023-2024 dated April Banking Regulation Act, 1949, Reserve Bank of India issues
1, 2023 on the above subject. We have now revised and guidelines / instructions for realising the objectives of Clean
updated the Master Circular which consolidates important Note Policy as part of currency management. With a view
instructions on the subject issued by the Reserve Bank of to sustain these efforts and to ensure timely and accurate
India till March 31, 2024. reporting of currency chest transactions, instructions on the
subject have been issued from time to time.
2. A copy of the revised Master Circular is enclosed for
your information. This Circular may also be downloaded 2. The enclosed Master Direction incorporates updated
from our website https://mastercirculars.rbi.org.in. guidelines / circulars on the subject.

INDRANIL CHAKRABORTY SANJEEV PRAKASH

Chief General Manager Chief General Manager

Complete details are not published here for want of space. For Complete details are not published here for want of space. For
complete notification readers may log on to www.rbi.org.in complete notification readers may log on to www.rbi.org.in

42 45
Master Circular - Disbursement of Government Master Circular - Guarantees, Co-Acceptances &
Pension by Agency Banks Letters of Credit - UCBs

[Issued by the Reserve Bank of India vide RBI/2024-25/06 DGBA.GBD. [Issued by the Reserve Bank of India vide RBI/2024-25/04 DoR.STR.
No.S1/31.02.007/2024-25 dated 01.04.2024] REC.3/09.27.000/2024-25 dated 01.04.2024]
Please refer to our Master Circular RBI/2023-24/10 dated Please refer to our Master Circular DoR.STR.
April 03, 2023 on the above subject. We have revised and REC.4/09.27.000/2023-24 dated April 1, 2023 on the

140 | MAY 2024 CHARTERED SECRETARY

 48
captioned subject (available at RBI website https://rbi.org.in/). Master Circular - Guarantees and

FROM THE GOVERNMENT

Attached is the revised Master Circular, updated to reflect all
instructions issued upto March 31, 2024 on the above matter, Co-acceptances
as listed in the Annex. It may be noted that this Master
Circular only consolidates all instructions on the above [Issued by the Reserve Bank of India vide RBI/2024-25/03 DOR.STR.
matter issued up to March 31, 2024 and does not contain any REC.2/13.07.010/2024-25 dated 01.04.2024]
new instructions/guidelines.
Please refer to the Master Circular DOR. STR.
VAIBHAV CHATURVEDI REC.5/13.07.010/2023-24 dated April 1, 2023 consolidating
Chief General Manager the instructions / guidelines issued to banks till March 31,
Complete details are not published here for want of space. For 2023, relating to Guarantees and Co-acceptances. Attached is
complete notification readers may log on to www.rbi.org.in the revised Master Circular, updated to reflect all instructions

46
issued upto March 31, 2024 on the above matter, as listed in
Master Direction on Framework of incentives
the Annex 2. It may be noted that this Master Circular only
for Currency Distribution & Exchange Scheme consolidates all instructions on the above matter issued up to
for bank branches including currency chests March 31, 2024 and does not contain any new instructions/
[Issued by the Reserve Bank of India vide RBI/DCM/2024-25/113 DCM guidelines.
(CC) No.G-3/03.41.01/2024-25 dated 01.04.2024]
VAIBHAV CHATURVEDI
In terms of the Preamble to and Section 45 of the Reserve Chief General Manager
Bank of India Act, 1934 (RBI Act) and Section 35A of the
Banking Regulation Act, 1949, Reserve Bank of India issues Complete details are not published here for want of space. For
guidelines / instructions for realising the objectives of Clean complete notification readers may log on to www.rbi.org.in

49
Note Policy as part of currency management. With a view
to furthering these objectives, the Bank has formulated
Master Circular – Lead Bank Scheme
a framework of incentives titled Currency Distribution
and Exchange Scheme (CDES) to encourage all the bank
branches to provide better customer services to the members [Issued by the Reserve Bank of India vide RBI/2024-25/02 FIDD.CO.LBS.
of public.
BC.No.01/02.01.001/2024-25 April 01, 2024 dated 01.04.2024]
2. The enclosed Master Direction incorporates updated The Reserve Bank of India has issued a number of
guidelines / circulars on the subject. guidelines/ instructions on Lead Bank Scheme from time
SANJEEV PRAKASH to time. This Master Circular consolidates the relevant
Chief General Manager guidelines/ instructions issued by Reserve Bank of India
Complete details are not published here for want of space. For on Lead Bank Scheme up to March 31, 2024 as listed in the
complete notification readers may log on to www.rbi.org.in Appendix I.

47
Master Direction – Scheme of Penalties 2. This Master Circular has been placed on the RBI website
https://www.rbi.org.in
for bank branches and Currency Chests for
deficiency in rendering customer service to the NISHA NAMBIAR
members of public Chief General Manager-in-Charge

[Issued by the Reserve Bank of India vide RBI/DCM/2024-25/112 DCM Complete details are not published here for want of space. For
(CC) No.G-1/03.44.01/2024-25 dated 01.04.2024] complete notification readers may log on to www.rbi.org.in

50
In terms of the Preamble to and Section 45 of the Reserve Master Circular on Board of Directors - UCBs
Bank of India Act, 1934 (RBI Act) and Section 35A of the
Banking Regulation Act, 1949, Reserve Bank of India issues
guidelines / instructions for realising the objectives of Clean
Note Policy and enhancing the operational efficiency as part [Issued by the Reserve Bank of India vide RBI/2024-25/01 DoR.HGG.GOV.
of currency management. In order to ensure that all bank No.1/18.10.010/2024-25 dated 01.04.2024]
branches provide proper customer service, the Bank has Please refer to our Master Circular DCBR.BPD (PCB/
formulated a Scheme of Penalties for bank branches including RCB) Cir.No.2/14.01.062/2015-16 dated July 1, 2015 on the
Currency Chests, for deficiency in rendering customer service
captioned subject (available at RBI website www.rbi.org.
to the members of public.
in). The enclosed Master Circular consolidates and updates
2. The enclosed Master Direction incorporates updated all the instructions / guidelines on the subject issued
guidelines / circulars on the subject. till date.

SANJEEV PRAKASH SCENTA JOY

Chief General Manager Chief General Manager
Complete details are not published here for want of space. For Complete details are not published here for want of space. For
complete notification readers may log on to www.rbi.org.in complete notification readers may log on to www.rbi.org.in

CHARTERED SECRETARY MAY 2024 | 141

 TAXMANN ’S

COMPANIES ACT 42nd Edition

2024

WITH RULES
A joint initiative of ICSI and Taxmann
comprising:
Text of Companies Act, 2013
Relevant Rules under each section
Reference to relevant Forms
Circulars and Notifications
Secretarial Standards
Exemptions
Corresponding Sections of Companies
Act, 1956

Original Price: Rs. 1395

Discounted Price (40%): Rs. 837

To order, click :
www.icsi.edu/home/icsipublications/
Scan the QR Code

142 | MAY 2024 CHARTERED SECRETARY

 NEWS FROM THE
INSTITUTE
5
¡ MEMBERS RESTORED DURING THE MONTH OF MARCH 2024
¡ CERTIFICATE OF PRACTICE SURRENDERED DURING THE MONTH OF MARCH 2024
¡ LIST OF PEER REVIEWED UNITS
¡ NEW ADMISSIONS
¡ PAYMENT OF ANNUAL LICENTIATE SUBSCRIPTION FOR THE YEAR 2024-2025
¡ UPLOADING OF PHOTOGRAPH AND SIGNATURE
¡ PAYMENT OF ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEE FOR FY 2024-2025
¡ CHANGE / UPDATION OF ADDRESS

CHARTERED SECRETARY MAY 2024 | 143

NEWS FROM THE INSTITUTE
CERTIFICATE OF PRACTICE SURRENDERED
DURING THE MONTH OF MARCH 2024

Institute
SL. NAME MEMB NO COP REGION
NO. NO.

News
1 CS KISHAN KUMAR ACS - 48457 24607 EIRC
SHARMA
2 CS RAHUL KUMAR ACS - 60765 22746 NIRC
3 CS RESHMI SWAMI FCS - 9778 10222 NIRC
4 CS ANJALI ACS - 48619 26353 NIRC
MEMBERS RESTORED DURING THE MONTH OF AGGARWAL
MARCH 2024 5 CS KAMESWARA ACS - 60095 22689 SIRC
RAO VEMPATI
SL. NAME MEMB NO. REGION 6 CS MAHAVIR FCS - 4232 25799 WIRC
NO. PRASAD
1 CS BHADRESH ACS - 37820 WIRC TOSHNIWAL
CHHOTALAL MEHTA 7 CS VINOD FCS - 8007 8816 NIRC
2 CS RIDDHI SUMIT SHAH ACS - 59244 WIRC AGGARWAL

3 CS PARUL CHHABRA ACS - 32930 NIRC 8 CS AMRUTA ACS - 22615 8652 WIRC
PRATHMESH OKE
4 CS ABHISHEK GOEL ACS - 50042 NIRC
9 CS ANAND SAGAR FCS - 11819 16965 SIRC
5 CS V RAVINDRAPRASAD ACS - 11995 SIRC SIVARAMANATHAN
6 CS SURYA PRAKASH ACS - 12009 NIRC 10 CS ANUSHKA ACS - 63881 24757 NIRC
SAMSUKHA THAKUR

7 CS UPASANA KHATI ACS - 29076 NIRC 11 CS DIKSHITA ACS - 58110 24005 EIRC
GUPTA
8 CS RENUKA SHUKLA ACS - 19283 NIRC
12 CS SHAMPA JUNEJA ACS - 49945 21052 NIRC
9 CS SAI KEDAR KATKAR ACS - 25463 WIRC 13 CS DIVYA JAIN ACS - 57616 21897 NIRC
10 CS SNEHA WILSON ACS - 36432 SIRC 14 CS MANOKARAN ACS - 67586 25528 SIRC
PETER KARTHICK
11 CS KAVITA BANSAL ACS - 17465 NIRC 15 CS MEENU ARYA ACS - 51786 20368 NIRC
12 CS BHAWANA SHARMA ACS - 49294 NIRC 16 CS ALKA JAIN ACS - 17219 5519 WIRC
13 CS NEETU AGGARWAL ACS - 29236 NIRC 17 CS KANIKA ANAND ACS - 43095 22469 NIRC

14 CS SMITA ACS - 41043 SIRC 18 CS RAHUL FCS - 11217 18784 EIRC

CHAKRABORTY PARASRAMPURIA
19 CS AKSHIT GUPTA FCS - 8472 11408 NIRC
15 CS ROHIT KUMAR ACS - 35653 WIRC
SARDA 20 CS MAULIK ACS - 46703 18289 WIRC
JAYENDRAKUMAR
16 CS MALVIKA SAINI ACS - 30432 NIRC MODI
17 CS SHILPI SHRIVASTAVA ACS - 39177 EIRC 21 CS ACS - 31339 17182 SIRC
SUNDHARARAJAN
18 CS SAKSHI RANI ACS - 43692 NIRC
KRISHNAN
19 CS NEERAJ WADHWA ACS - 52791 NIRC 22 CS NEHA SURESH ACS - 43848 17169 WIRC
20 CS NEHA GUPTA FCS - 8625 NIRC KHANDELWAL

21 CS SURBHI MAHAJAN ACS - 40459 NIRC 23 CS KRISHNA ACS - 68159 26417 WIRC
PREYANSH SHAH
22 CS N. RAMANATHAN FCS - 5489 SIRC
24 CS SHYAM KRISHNA FCS - 12805 13041 SIRC
23 CS DHARA KISHORBHAI ACS - 47987 WIRC GARIKAPATI
DESAI 25 CS BHAWNA DANG ACS - 41285 20694 NIRC
24 CS CHANDA NAYAB ACS - 62492 WIRC 26 CS MANAV ACS - 61483 22940 WIRC
PRASAD KANOJIYA HARIVYASI
25 CS RAJIV ASWANI ACS - 63177 WIRC 27 CS SWATI MALIK ACS - 31785 22035 NIRC

144 | MAY 2024 CHARTERED SECRETARY

 NEWS FROM THE INSTITUTE
28 CS DEEPALI DEEPAK ACS - 49999 18172 WIRC 43 CS VAIBHAV ACS - 32043 26086 NIRC
GHANEKAR DADHICH
29 CS DIKSHA VAISH ACS - 51858 19449 NIRC 44 CS HEENA ARORA ACS - 44224 26087 NIRC
30 CS HARDIK ACS - 51533 25822 WIRC 45 CS RAGHAV RATHI ACS - 66340 25844 NIRC
JAYANTILAL 46 CS ASHOK BARATHI ACS - 65827 25540 SIRC
VADGAMA MOHANACHANDRAN
31 CS PUNIT KUMAR FCS - 8682 24696 NIRC 47 CS RINKU FCS - 5406 4358 NIRC
TRIVEDI AGGARWAL
32 CS SACHIN MEHTA ACS - 45008 19779 NIRC 48 CS ANITA KUMARI ACS - 44716 16430 NIRC
33 CS ASTHA SHARMA ACS - 32527 25729 NIRC PANDAY
49 CS C NAPOLEON FCS - 6272 26143 WIRC
34 CS BHARTI SINGH ACS - 69277 25777 NIRC
50 CS NEHA GARG ACS - 57425 24504 NIRC
35 CS SIMARPREET ACS - 70141 26655 NIRC
KAUR 51 CS P RAJAGOPALAN ACS - 9560 11544 SIRC
36 CS VELLARKAD ACS - 4946 16662 WIRC 52 CS SEJAL ACS - 64027 27049 WIRC
SUBRAMANIAM MAHESHWARI
SATYAMOORTHY 53 CS RIDIMA MISHRA ACS - 39208 20970 NIRC
37 CS YOUVRAJ ACS - 65662 26952 NIRC 54 CS NARENDRA ACS - 54493 20153 EIRC
KAUSHIK SINGH
38 CS GUNJAN GUPTA ACS - 36579 19271 NIRC 55 CS PERILA ACS - 29468 10620 WIRC
39 CS HARPREET KAUR ACS - 63325 24305 NIRC BHUPENDRA SHETH
40 CS RAJAT BANSAL ACS - 63645 25155 NIRC 56 CS BISHAL ACS - 67375 25909 EIRC
AGARWAL
41 CS RAVISEKHAR ACS - 15910 26351 SIRC
RAO SAMBATUR 57 CS RASHMI REKHA ACS - 66321 26793 EIRC
VENKATA BORA
42 CS ARSHPREET ACS - 49696 21330 NIRC 58 CS REENA SUNIL ACS - 38269 25022 WIRC
KAUR GULIANI HATISKAR

LIST OF PEER REVIEWED UNITS NEW ADMISSIONS

The List of Peer Reviewed Units is updated on ICSI For latest admission of Associate
Website from time to time and can be accessed at and Fellow Members, Life Members
https://tinyurl.com/PRList2023 of Company Secretaries Benevolent
We request members to visit the list for their Fund (CSBF), Licentiates and
reference and records. issuance of Certificate of Practice,
Peer Review Secretariat kindly refer to the link https://www.
icsi.edu/member
ICSI

PAYMENT OF ANNUAL LICENTIATE SUBSCRIPTION FOR THE YEAR 2024-2025

The annual Licentiate subscription for the year 2024-2025 has become due for payment w.e.f. 1st April, 2024.
The last date of making payment is 30 th June, 2024. The Licentiate subscription payable is Rs.1180/- inclusive of
applicable GST@18%. The subscription will be paid ONLINE only using the link - http://stimulate.icsi.edu/ with
your student login credentials.
Log in to the link - http://stimulate.icsi.edu/ with your student credentials.
Username – Will be your registration number.
You may reset the new password at https://smash.icsi.in/Scripts/GetPassword.aspx and login at https://smash.
icsi.in/Scripts/login.aspx and https://stimulate.icsi.edu/.
Click Renew option and make the payment.
For any further queries, please write to [email protected] or raise query at http://support.icsi.edu

CHARTERED SECRETARY MAY 2024 | 145

NEWS FROM THE INSTITUTE
UPLOADING OF PHOTOGRAPH AND SIGNATURE
Members are requested to ensure that their latest scanned passport size front-facing colour photograph (in formal
wear) and signature in .jpg format (each on light-colored background of not more than 200 kb file size) are uploaded
on the online portal of the Institute.
Online Steps for Uploading of photo and signature.
 Use ONLINE SERVICES tab on www.icsi.edu
 Select Member Portal from dropdown
 Login using your membership number e.g. A1234/F1234
 Enter your password
 Under My Profile --- Click on View and Update
 Upload/update the photo and signature as required
 Press Save button

PAYMENT OF ANNUAL MEMBERSHIP AND CERTIFICATE OF PRACTICE FEE FOR FY 2024-2025

The annual membership fee and certificate of practice fee for FY 2024-25 has become due for payment w.e.f. 1st April,
2024. The last date for the payment of annual membership fee and certificate of practice fee is 30th June, 2024.
The annual membership and certificate of practice fee payable are given below:

Fee* Particulars ACS FCS

Annual Membership fee Rs. 2950/- Rs. 3540/-
Annual Membership fee. Rs. 2360/- Rs. 2950/-
(Opting out to receive physical copy of Chartered Secretary Journal)
Annual Fee for Certificate of Practice Rs. 2360/- Rs. 2360/-

* All Fee inclusive of 18% GST.

A member who is of the age of seventy years gets 75% concession in annual membership fee.
A member, who is Divyangjan, can avail 50% concession in annual membership fee subject to submission of
medical certificate issued by competent authority.
Mode of Remittance of Fee:

Fee can be remitted through ONLINE mode only using the payment gateway of the Institute’s website www.
icsi.edu  Online Services through Members Portal login

1. Use ONLINE SERVICES tab on www.icsi.edu

2. Select Member Portal from dropdown
3. Login using membership number e.g. A1234/F1234
4. Enter password
5. Click on renew link under “Announcements”
6. Fill the KYM Form and proceed to pay the fee
The online KYM (Know Your Member) Form is required to be filled before making online payment of annual
membership fee.

For more information, kindly refer FAQs available on home page of www.icsi.edu or write at http://support.
icsi.edu
Team ICSI

146 | MAY 2024 CHARTERED SECRETARY

 NEWS FROM THE INSTITUTE
CHANGE / UPDATION OF ADDRESS

The members are requested to check and update (if required) your professional and residential addresses
ONLINE only through Member Login. Please indicate your correspondence address too.
The steps to see your details in the records of the Institute:
1. Go to www.icsi.edu
2. Click on MEMBER in the menu
3. Click on Member Search on the member home page
4. Enter your membership number and check
5. The address displayed is your Professional address (Residential if Professional is missing)
The steps for online change of address are as under:
1. Go to www.icsi.edu
2. On the Online Services ----select Member Portal from dropdown menu
3. Login using your membership number e.g. A1234/F1234
4. Under My Profile --- Click on View and update option and check all the details and make the changes
required and save
5. To change the mobile number and email id click the side option “Click Here to update Mobile Number and
E-mail Id”
6. Check the residential address and link the Country-State-District-City and check your address in the fields
Add. Line1/Add. Line2 & Add. Line3 (Click Here to change residential address)
a) Select the Country#
b) Select the State
c) Select the City
d) Submit the Pincode which should be 6 digits without space.
e) Then click on “Save” button.
7. Select the appropriate radio button for Employment Status and check your address in the fields Add. Line1/
Add. Line2 & Add. Line3 click the link on the right (Click Here to change Professional address)
a) Select the Country#
b) Select the State
c) Select the City
d) Submit the Pincode which should be 6 digits without space.
e) Then click on “Save” button.
8. Go back to the Dashboard and check if the new address is being displayed.
#in case of Foreign Country and State is not available in options then Select “Overseas” – A pop-up will open
and you can add the “City, District, State” of that Country alongwith Zipcode
Members are required to verify and update their address and contact details as required under Regulation 3 of
the CS Regulations, 1982 amended till date
For any further assistance, we are available to help you at http://support.icsi.edu

CHARTERED SECRETARY MAY 2024 | 147

NEWS FROM THE INSTITUTE

148 | MAY 2024 CHARTERED SECRETARY

 Documents downloadable from the DigiLocker Platform
The National Digital Locker System, launched by Govt. of India, is a secure cloud based platform for storage, sharing
and verification of documents and certificates. In the wake of digitization and in an attempt to issue documents
to all the members in a standard format and make them electronically available on real-time basis, the Institute of
Company Secretaries of India had connected itself with the DigiLocker platform of the Government of India. The
initiative was launched on 5th October, 2019 in the presence of the Hon’ble President of India.
In addition to their identity cards and Associate certificates, members can also now access and download their
Fellow certificates and Certificates of Practice from the Digilocker anytime, anywhere.

How to Access:
— Go to https://digilocker.gov.in and click on Sign Up
— You may download the Digilocker mobile app from mobile store (Android/iOS)
How to Login:
— Signing up for DigiLocker with your mobile number.
— Your mobile number is authenticated by an OTP (one-time password).
— Select a username & password. This will create your DigiLocker account.
— After your DigiLocker account is successfully created, you can voluntarily provide your Aadhaar number
(issued by UIDAI) to avail additional services.
How to Access your Documents digitally:
Members can download their digital ID Card / ACS / FCS / COP certificate(s) by following the steps given below:
1. Log in to https://www.digilocker.gov.in website
2. Go to Central Government and select Institute of Company Secretaries of India
3. Select the option of ID card / Membership Certificate / Practice Certificate
4. For ID Card, enter your membership number e.g. ACS 12345 / FCS 12345.
5. For membership certificate, Enter your membership and select ACS / FCS from drop down.
6. For COP certificate enter your COP number e.g. 12345 and select COP.
7. Click download / generate.
8. The ID Card / Membership certificate / Practice Certificate can be downloaded every year after making
payment of Annual Membership fees.

CHARTERED SECRETARY MAY 2024 | 149

NEWS FROM THE INSTITUTE

"To be a global leader in promoting "To develop high calibre professionals

good corporate governance" facilitating good corporate governance"

Online Helpdesk : http://support.icsi.edu

150 | MAY 2024 CHARTERED SECRETARY

 MISCELLANEOUS
6
CORNER

¡ GST CORNER
¡ ETHICS IN PROFESSION
¡ CG CORNER
¡ ESG CORNER
¡ GIST OF ROC & RD ADJUDICATION ORDERS

CHARTERED SECRETARY MAY 2024 | 151

 NOTIFICATIONS
GST CORNER

CENTRAL TAX NOTIFICATIONS GST system and actually filed data in the fields of ITC
availment and payment of tax liabilities. The matter was
NOTIFICATION NO. 07/2024 - CENTRAL TAX examined and deliberated by the Grievance Redressal
DATED 8TH APRIL, 2024 Committee of the GST Council and as a facilitation
measure the Committee decided that these returns shall
This notification seeks to provide waiver of interest for be reset, in order to give opportunity to such taxpayers to
specified registered persons for specified tax periods. correct the discrepancy.
Source: https://taxinformation.cbic.gov.in/view-pdf/1010056/ENG/
2. Accordingly, only the affected taxpayers have been
Notifications
communicated on their registered email-ids and the
NOTIFICATION NO. 08/2024 - CENTRAL TAX affected returns are visible on their respective dashboards
DATED 10TH APRIL, 2024 for the purpose of refiling with the correct data. The
taxpayers who have received such communication, are
This notification seeks to extend the timeline for requested to visit their dashboard and re-file their GSTR-
implementation of Notification No. 04/2024-CT dated 3B within 15 days of receipt of such communication.
05.01.2024 from 1st April, 2024 to 15th May, 2024.
3. You may reach out to your jurisdictional tax officer or
Source: https://taxinformation.cbic.gov.in/view-pdf/1010058/ENG/ may raise ticket of GST grievance redressal portal, in
Notifications case you face any difficulty in re-filing of such GSTR-3B.

NOTIFICATION NO. 09/2024 - CENTRAL TAX 4. Inconveniences caused to the taxpayer is deeply
DATED 12TH APRIL, 2024 regretted.

This notification seeks to extend the due date for filing of Source: https://www.gst.gov.in/newsandupdates/read/629
FORM GSTR-1, for the month of March 2024.
ADVISORY: AUTO-POPULATE THE HSN-WISE
Source: https://taxinformation.cbic.gov.in/view-pdf/1010059/ENG/ SUMMARY FROM E-INVOICES INTO TABLE 12 OF
Notifications GSTR-1 DATED 9TH APRIL, 2024

NEWS AND UPDATES 1. GSTN is pleased to inform that a new feature to auto-
populate the HSN-wise summary from e-Invoices into
ADVISORY: SELF ENABLEMENT FOR E-INVOICING Table 12 of GSTR-1 is now available on the GST portal.
DATED 3RD APRIL, 2024 This allows for direct auto-drafting of HSN data into
Table 12 based on e-Invoice data.
1. If turnover exceeds INR 5 crores in the financial year
2023-2024, taxpayer will be required to start e-Invoicing 2. Please note that the HSN-wise summary data auto-
from the next financial year, i.e., from 1st April 2024 populated into Table 12 is intended for your convenience.
onwards. It may also be noted that same is applicable Please ensure that you reconcile the data with your
if the threshold is crossed in any of the proceeding records before its final submission.
financial years too.
3. Any discrepancies or errors should be manually
2. For those who meet the notification criteria but have corrected or added in Table 12 before final submission.
not yet been enabled on the portal, taxpayer can self-
Source: https://www.gst.gov.in/newsandupdates/read/630
enable for e-Invoicing by visiting https://einvoice.gst.gov.
in and start reporting through any of the 4 new Invoice EXTENSION OF GSTR-1 DUE DATE TO 12TH APRIL
Registration Portals (IRPs) - from e-Invoice IRP 3 to 2024 DATED 11TH APRIL, 2024
e-Invoice IRP 6
GSTN has noticed that taxpayers are facing difficulties in
a. https://einvoice3.gst.gov.in https://einvoice4.gst.gov.in filing GSTR-1 intermittently since yesterday due to technical
issues leading to slow response on the portal. GSTN has
b. https://einvoice5.gst.gov.in https://einvoice6.gst.gov.in accordingly recommended to CBIC that the due date for
filing of GSTR-1 for the monthly taxpayers be extended by
3. To report e-Invoices through NIC IRP 1 & 2, taxpayers a day ie till 12/4/24.
can self-enable at
Source: https://www.gst.gov.in/newsandupdates/read/631
a. https://einvoice1.gst.gov.in https://einvoice2.gst.gov.in
EXTENSION OF DUE DATE OF GSTR-1 FOR THE
Source: https://www.gst.gov.in/newsandupdates/read/628 PERIOD MARCH 24 DATED 13TH APRIL, 2024
ADVISORY: ON RESET AND RE-FILING OF GSTR-3B “In continuation of the advisory issued on 11.04.24 regarding
OF SOME TAXPAYERS DATED 9TH APRIL, 2024 the due date extension for Form GSTR 1, the Government
has extended the due date of filing for March 2024 period to
1. This has reference to the facility for re-filing of GSTR- 12.04.24 for monthly taxpayers vide notification no. 09/24 -
3B for some of the taxpayers. It was noticed that there central tax dated 12.04.2024.”
were discrepancies in the returns of some taxpayers
during the filing process between the saved data in the Source: https://www.gst.gov.in/newsandupdates/read/632

152 | MAY 2024 CHARTERED SECRETARY

 ETHICS IN PROFESSION

ETHICS IN PROFESSION
Professional Ethics - Due Diligence
Members in practice are expected to exercise complete partners of the firms had the same business and
due diligence and should remain extremely careful residential addresses as those premises controlled by
while conducting their professional duties. Members Promoter Brothers. The business conducted through
should beware of the Malafide intentions to be fulfilled these entities was laundering of unaccounted cash of
by someone in the grab of the professional assignments. various business entities through placement of funds,
A thorough evaluation of the professional assignment is layering of transactions through many entities and
essential beforehand. then integration of the same back into the business
of the beneficiaries by way of subscription to shares at
“Professional and Other Misconduct”: The expression huge premium.
“professional and other misconduct” as defined in Section
22 of the Company Secretaries Act, 1980 shall be deemed 3. The matter came to light when a joint petition for a
to include any act or omission provided in any of the Scheme of amalgamation was filed for amalgamation
Schedules, but nothing in this section shall be construed of one private company and one public listed
to limit or abridge in any way the power conferred or duty company, before the High Court. The Registrar of
cast on the Director (Discipline) under sub-section (1) of Companies (ROC) /Regional Director pointed out
Section 21 to inquire into the conduct of any member of objections to the said petition that the transferor
the Institute under any other circumstances. There are company had received subscription to its shares with
two Schedules to the Company Secretaries Act, 1980 viz. face value of Rs. 10 per share at a premium of Rs. 90
First Schedule and Second Schedule. per share from three companies. Against the total
subscription of Rs. 1028 Crores, one crore shares were
CASE STUDY allotted to three companies on a date, just five days
1. Information of professional or other misconduct has before the end of the financial year. The entire share
been fied regarding one private limited company subscription received by the transferor company has
and 10 other group companies. The Income Tax further been invested immediately in three other
Department during Search & Seizure operation companies.
conducted at the business premises of some of these
companies along with residential premises of its 4. The transferor company has not done any significant
Promoters, the two main persons associated with business activity barring the share capital infusion
the affairs of these companies both these persons and consequent investment and it does not have any
referred to as ‘Promoter Brothers’. And had recorded fixed assets as per Balance Sheet for the period ended
a finding that the Promoter Brothers were controlling on 31st March, 2011 and has recorded a loss to the tune
around 99 companies/entities and indulged in of Rs. 8.41 lakhs, but still commanding huge share
providing accommodation entries to a large number premium. There appears to be circular flow of money
of beneficiaries. Numerous incriminating documents to the tune of Rs. 1000 crore each amongst the set of
and cloned data from computers were found at the Nine (9) companies, which are investigated through
premises. The follow-up investigations were carried concerted action had managed to rotate funds within
out and the controlling persons behind these corporate the bank accounts of the group, leading to generation
entities were identified and the entire modus-operandi of Rs. 1000 crores of credits and debits in each of the
of the Companies under investigation during pre & respective bank accounts. The credits in the bank
post-search period was revealed. account of the transferor company were in fact the
result of subscription to its shares by other entities in
2. One of the Promoter Brothers, while recording his the group at a huge premium, which was immediately
statement on oath has admitted that he along with used for subscription in shares of other sets of
his brother, alone has controlled the affairs of all companies in the group again at huge premium. All the
the companies directly or indirectly, by virtue of companies and persons involved appear to be working
which all the records pertaining to these companies in concert to create share capital, share application
were found at their residential premises. A case money, share premium and reserves & surplus in
of money laundering has been established by the these companies just by creating accounting entries
Informant during follow-up investigations. Money & circular transactions. Accounting entries thus
laundering operation was allegedly conducted by created are sought to be wrapped/ adjusted by way of
Promoter Brothers, with the help of 56 professionals this scheme of amalgamation. The companies made
who allegedly worked as mediators to bring the allotment of shares within 5 days before closing of
potential beneficiaries to them for laundering their financial year 31st March, 2011 and has not filed Form
unaccounted cash. Allegedly, 559 beneficiaries were 5 for increase in authorised share capital beyond the
identified during the Financial Year 2009-10 and total paid-up capital. The scheme of amalgamation would
quantum had been estimated at a minimum sum of result in drastic fall in shareholding of individuals and
Rs. 11970 crores. Dummy directors of companies/ thus would adversely affect public interest.

CHARTERED SECRETARY MAY 2024 | 153

 5. The Reserve Bank of India during its inspection in officials, valuers, and scrutinizer of postal ballot for
ETHICS IN PROFESSION
some of these companies observed that most of them implementation of scheme of amalgamation. One of
were carrying on Non-Bank Financial Institution the Promoter Brothers in his statements has mentioned
kind of activities without obtaining valid Certificate the name of the Respondent as their CS/Consultant
of Registration. Regarding rotational transfer of funds in company matters. One other professional has also
within a group of nine companies, the bank accounts made favourable false/ forged Valuation Report with
of these companies were analyzed and the intent respect to the transferor and the transferee companies
behind the web transactions and implications thereof in order to facilitate the amalgamation of companies
was interpreted. Analysis of 8 bank accounts revealed and also decreased the book value of investments of
a carefully crafted three phase implementation the transferor company.
process by the Promoter Brothers, leading to huge
credit and debit summations in these accounts viz. 8. The fraudulent intent of the accused persons did
(1) Opening of bank accounts simultaneously and not merely extend to the proposed amalgamation,
making deposit of small amounts in each of these but was part of a systemic design, deduced from
accounts; (2) Infusion of funds from another set of similar modus-operandi employed in another case
accounts maintained with the same branch. Rotation of amalgamation of two other companies which was
of funds among the 8 accounts resulting in huge put into effect by the Hon’ble High Court, which was
credits and debits in the accounts over a very short obtained without disclosing the material facts about
period of 9 working days; (3) Closing of all 8 bank inflated Balance Sheet prior to the amalgamation.
accounts. The accused persons worked through rank After its successful amalgamation, investments which
of officials in the Bank to give effect to the circular were devalued at the time of merger were shown at
transactions, who enabled such transfer in violation their book value in the Balance Sheet after merger.
of general banking standards, which resulted in huge
9. The merger application as preceded by the promoter
accumulation of credits and debits with the help of
taking control over the public listed transferee
rotation of funds amongst these accounts without
company through postal ballot with the help of the
there being actual movement of cash.
Respondent who acted as Scrutinizer. The conduct
6. After analysis of banking transactions of the group and of Scrutinizer was not above the Board and many
its associated companies, it was found that between discrepancies have been found in the procedure
31.01.2011 to 31.03.2011, there was a huge amount of followed by him. The public listed transferee
share capital, share premium and investments in the company as on 29.03.2011 was found to be having
Balance Sheet, generated through a set of circular only equity shareholder base of 39,97,000 shares,
transactions amongst a set of companies. Bank credits whereas, in the Postal Ballot Report, the same was
worth Rs. 997.27 crore was generated within a period shown as 3,99,70,000 shares equity shareholders. The
of 9 working days without actual movement of cash. Respondent has given the statement that the difference
This has been done specifically to enhance the size of was a typographical error. On being asked by the
the Balance Sheet right before the petition filed for Informant to furnish the records to be maintained by
amalgamation. The quick turnaround of events from the Scrutinizer of postal ballot, the Respondent has
increase in authorised capital to allotment of shares inter-alia stated that the postal ballot received from
within a period of 2 months. The share premium the shareholders of the company was entered in the
account of the transferor company increased 3667% register maintained by him. After the last date of
during F.Y. 2010-11, whereas the investment increased receipt of postal ballot, he prepared the report and
by 3445% during the same period. handed over the report along with all the original
postal ballot receipt, register etc. to the company. The
7. The Respondent herein i.e. Practising Company company has mailed 570 envelopes to the shareholders
Secretary, who has carried out scrutiny of ballot out of which 8 envelopes were received back from
papers received from the shareholders of the the shareholders. He has not verified whether the
company, in order to ascertain the passing of the draft notices to shareholders have been dispatched through
resolutions proposed by the Board and had allegedly registered post or by any other mode. The resolutions
given favourable manipulated report for the purpose relating to change in management control of the
of getting the said resolution passed. The Respondent company were passed under Regulation 12 of the
has acted as Scrutinizer in Preparation of Postal Ballot SEBI (Substantial Acquisition of shares & Takeover)
Report and has basically prepared merger scheme for Regulations, 1997, as prescribed therein. These
amalgamation of the transferor and the transferee resolutions were not prescribed in the compulsory list
companies. In this way, the Respondent has helped of Rule 4 of the Companies (Passing of the Resolution
one of the Promoter Brother in gaining control of the by Postal Ballot) Rules, 2001. He was assigned the
transferee company. Charges of criminal conspiracy work of scrutinizing postal ballot of the said public
with the object of cheating forgery and falsification of listed transferee company by the Promoter.
account were framed against the Respondent & others,
under various sections of the Indian Penal Code and 10. The Promoter Brothers improvised their earlier
the Companies Act, 1956. The method adopted was scheme of money laundering by adopting a new
hatching of conspiracy with the collusion of bank mechanism of amalgamation of private companies

154 | MAY 2024 CHARTERED SECRETARY

 controlled by them with a listed NBFC (the said professional judgement.

ETHICS IN PROFESSION
transferee company) after taking control of the same.
It starts with artificial inflation of the size of the 15. Investigation revealed similar set of action in other
Balance Sheet of the private company as noticed in the entities controlled by Promoter Brothers. The
case of 8 private companies controlled by Promoter Promoter has also acquired a listed company through
Brothers followed by identification of a target NBFC passing of postal ballot. The same Company Secretary,
listed with one of the Stock Exchanges. The control of i.e. the Respondent, was appointed as Scrutinizer of
listed NBFC is taken over by the Promoter Brothers the postal ballot. After amalgamation, it first came
through Postal Ballot. The scheme of amalgamation out with Right issue followed by Bonus issue.
is then moved before the High Court for
16. As per the Informant, a similar pattern is found in
approval.
acquisition by Promoter Brothers of other listed
11. This merger application is not the only one moved companies as well. During the course of investigation,
by Promoter Brothers, investigations revealed it was found that the Promoter Brothers in a very
that there was a systematic pattern adopted by planned manner acquired four listed companies
Promoter Brothers for laundering of money. Similar through postal ballots. After the acquisition, one
amalgamation petition was filed by another company of the Promoter Brothers amalgamated both the
under investigation and amalgamation was completed. companies. It was concluded that the scheme of
The management and control were acquired by one of amalgamation was used by Promoter Brothers as
the Promoter Brothers through passing of resolution method for taking control of defunct listed companies
by postal ballot in year 2010-11 with the help of the for bringing in huge fictitious reserve and surplus
Respondent who was appointed as Scrutinizer. and investment created artificially through the
amalgamated controlled entity. The reserve & surplus
12. From the Balance Sheets, bank statement and account was used for increasing the shareholding in
documents related to amalgamation, it is observed the listed company of the companies controlled by
that there is infusion of share capital/securities them. As per the Informant, the modus-operandi
premium from 4 set of companies i.e. followed by adopted by Promoter Brothers is to create artificially
investment in 3 sets of companies just before the filing Reserve & Surplus and consequent investment in a set
of amalgamation application. Rotation of funds in the of private companies controlled by them. A total of
bank account of private company (transferor) raising approximately Rs. 8000 crores in the Balance sheets
the sum of credits and debits to Rs. 950 crores within of 8 private limited companies was thus created.
a short span of 10 days. The second step is to acquire the management
control of some listed companies through postal
13. From the bank statement, it is observed that ballot. The subsequent step is to pick up one of the
there were circular transactions leading to Rs. private companies controlled by them and move
1004,42,75,400/- and Rs. 1004,42,86,400/- of debit and an application for amalgamation. One scheme of
credit summations, respectively within the span of 11 amalgamation involving Rs. 1000 crore of Reserve &
days, with very insignificant opening and closing cash Surplus and Investment has already been completed.
balance on each day. The credit entries have been made Subsequently, the Promoter Brother acquired the
in the name of 4 set of companies whereas debit entries public listed transferee company through postal ballot
have been made in the name of 3 set of companies. and filed an application for scheme of amalgamation.
The funds which have supposedly come from 4 set It is through the liquidation of fictitious investment in
of companies and private company (transferor) had merged company, laundering of money is done.
gone back to the respective accounts after rotation
through a set of bank accounts of other companies 17. The Respondent has stated that he did not find his
over a period of 10 working days. Enhancements name in the list of mediators who were allegedly
of assets and liabilities during the F.Y. 2010-11 is involved in money laundering activity as specified
a mirror image of credits and debits in the bank by the Informant. The Respondent has stated that
accounts. he never indulged or engaged in money laundering
activity.
14. Valuation report was prepared by one professional
who has also prepared the valuation report for 18. The Respondent has submitted that he was appointed
the scheme of amalgamation under question. This by the management of the public listed transferee
Valuation report was also prepared on the same company as Scrutinizer for carrying out the scrutiny
line. He devalued the book value of investments of the Postal Ballot received from it shareholders.
drastically. The huge investment which was received The Respondent has stated that he acted prudently
by a private company (transferor) on 25.03.2011 was while exercising his professional duty and accordingly
reduced drastically on 20.09.2011. On the basis of scrutinized the ballot papers received and submitted
valuation report, the share exchange ratio was fixed the report to the Board of the said company. The
at 20:1. The basis of such valuation is not evident resolution was passed under Regulation 12 of the
from the Valuation report and completely based on erstwhile SEBI (Substantial Acquisition of Shares
management guidance rather than an independent and Takeovers) Regulation, 1997. The Respondent

CHARTERED SECRETARY MAY 2024 | 155

 has not given any manipulative or favourable report. money nor any post-merger activity. The Respondent
ETHICS IN PROFESSION
There is no evidence in support of Informant’s has argued that the Postal Ballot Rules were not
claim. The Respondent has thoroughly scrutinized applicable to him. The Respondent has also admitted
the ballot papers received and accordingly prepared that typographical error occurred in share capital
his report. in the Postal Ballot Report, but it was unintentional,
and it did not impact the outcome; and it was also
19. The Respondent has also submitted that he has no not the case that due to his typographical error that
knowledge about the alleged number of companies one of the Promoter Brother got control over the
operated by the Promoter Brothers. He has no company.
knowledge about the alleged events before filling of
scheme of Amalgamation. He was neither involved 21. The Disciplinary Committee after considering the
in the incorporation of the company nor involved in material on record, admission of the Respondent
alleged increase in paid-up capital of these companies. about the typographical error and all the facts and
He was appointed for scrutinizing the ballot papers circumstances of the case, held the Respondent
containing assent/ dissent of the resolution for change ‘Guilty’ of Professional Misconduct under Clause
of promoter and not increase in capital or anything (7) of Part I of the Second Schedule to the Company
relating to capital. Format for Scrutinizer Report is Secretaries Act, 1980 for not exercising due
not prescribed. He was also not under any obligation diligence while issuing Postal Ballot Report for the
to report capital of the company in the Scrutinizer public listed transferee company. The Disciplinary
Report. During Investigation, the Respondent has Committee passed an order of ‘Reprimand’ against
recorded his statement and disclosed that addition of the Respondent.
one extra zero in the capital in the Scrutinizer Report
was purely a clerical error. Moreover, neither capital
was increased through this reporting nor any books of
accounts of the company were falsified with this. The
Respondent’s role was only restricted to scrutinizing
the postal ballot and to ascertain the assent and
dissent.
20. The Respondent has stated that it was the responsibility
of the company u/s 192A (2) of the Companies Act,
1956 to send notice to all its Shareholder. So, whether
due-process of issue of notice to the shareholder
was followed or not, is not the responsibility of the
Scrutinizer. The Respondent has clearly stated in his
Report that as per Management Confirmation they
have sent notices to the shareholders and also disclosed
the fact that only 0.25% of shareholders had voted
through postal ballot. It is the presumption without
any evidence that the Report was favourable and
manipulative. He was never involved in incorporating YOUR OPINION MATTERS
any of the companies. He only acted as scrutinizer for
Appointment of the Promoter Brothers as promoter ‘Chartered Secretary’ has been constantly
of the company pursuant to Regulation 11 of SEBI striving to achieve Excellence in terms of
(Substantial Acquisition of Shares and Takeovers) Coverage, Contents, Articles, Legal Cases,
Regulation, 1997. Appointment of Promoter Brothers Govt. Notification etc. for the purpose of
knowledge sharing and constant updation of
as Promoter in some of the listed entity has nothing to
its readers. However, there is always a scope
do with the amalgamation and is altogether a different for new additions, improvement, etc.
corporate action. There is no restriction either in
Companies Act or any other act of merger of two The Institute seeks cooperation of all its
companies having different promoters. It is totally readers in accomplishing this task for the
wrong to drag him to the alleged conspiracy and link benefit of all its stakeholders. We solicit your
the appointment of promoter with Amalgamation. He views, opinions and comments which may help
has no knowledge about the post-merger Bonus Issue us in further improving the varied segments of
and Right Issue. Moreover, the whole investigation this journal. Suggestions on areas which may
was based on the alleged money laundering of need greater emphasis, new sections or areas
that may be added are also welcome.
Promoter Brothers. The Respondent was neither
involved in the same nor the Investigation pointed You may send in your suggestions to the
any allegation against him on the said alleged money Editor, Chartered Secretary, The ICSI at
laundering activity. He was neither involved with [email protected]
the Promoter Brothers nor has any knowledge in the
alleged activity of creation of fictitious circular flow of

156 | MAY 2024 CHARTERED SECRETARY

 CG CORNER

CG CORNER
Malaysian Code on Governance for MSMEs
The SME Governance Working Group, formed with the The Code also furnishes recommendations regarding
support of the Ministry of Entrepreneur and Cooperative best practices that MSMEs are strongly encouraged to
Development (MECD), issued the draft Governance Code adopt. Companies may adjust the implementation of these
for Malaysian MSMEs (Code) for public consultation. recommended best practices according to their specific
The SME Governance Working Group is chaired by the circumstances and needs.
Securities Commission Malaysia (SC), with members
comprising representatives from MECD, SME Corporation The Code was developed considering global and local
Malaysia (SME Corp.) and the Malaysian Institute of practices, principles, and recommendations. It is a
Corporate Governance. The ensuing paragraphs discusses precursor to the MCCG and would also be a crucial
excerpts from the mentioned draft governance code. stepping stone, particularly for the enterprise companies
to progress towards adopting the MCCG. This Code aligns
Governance forms a core foundation for Micro, Small, with the ESG Quick Guide by SME Corporation Malaysia
Medium, and Enterprise (MSMEs) to support the growth
and competitiveness of their businesses. It provides the Five guiding principles outlined in the Code are-
essential framework and principles for these businesses
Principle 1: Decision making & Strategic Oversight
to effectively manage their operations, allocate resources,
and make strategic decisions that foster sustainable Principle 2: Culture & Communities
development for the company.
Principle 3: Risk Governance & Internal Controls
Building on corporate governance principles, sustainability
practices become essential for MSMEs due to their pivotal Principle 4: Sustainability
role in the broader supply chain. As key suppliers and
service providers to larger enterprises, MSMEs impact the Principle 5: Disclosure, Transparency & Data
supply chain significantly. Protection

MSMEs form the backbone of the Malaysian economy and The Code is divided into two main parts –
contribute significantly towards sustaining the livelihoods
of millions throughout the country. MSME statistics of Part 1: It highlights the Governance and Sustainability
Malaysia as of 2022 is as under: Matrix that provides an overview of the principles and
practices of good governance and sustainability practices
i) Represent 97.4% of business establishments for each category of MSMEs.

ii) 78.7% of MSMEs are micro-enterprises Part 2: It provides the principles and practices of good
governance and sustainability for MSMEs that highlight
iii) Contribute 38.4% to GDP the best practices that MSMEs can adopt to foster long-
term sustainability, attract investment and navigate the
However, Malaysia has a low market concentration index complexities of today’s business landscape effectively.
where the market is not dominated by a small number
of firms, with the nation dispersing its trade activities Each practice will be included with reference below for
across multiple markets, including large global economies, ease of reference:
positioning the nation well in the worldwide supply chain.
 “M” - representing a mandatory requirement. Failure
Considering the significance of MSMEs to the nation’s socio to comply may result in enforcement action. These
and economic well-being and its exposure to countries mandatory requirements are provided/stipulated
with progressive sustainability agendas, it is imperative under existing statutes and/or regulations (e.g.
to ensure that they are resilient and that businesses are Companies Act 2016, Personal Data Protection Act
conducted in a responsible and sustainable manner. 2012, Employment Act 1955 and Income Tax Act
1967); however, the requirements stated herein are
The Governance Code for Malaysian MSMEs (Code) has non-exhaustive or
been developed to guide MSMEs in enhancing governance
within the business ecosystem. This Code plays a pivotal  “R” - recommended as best practices for MSMEs
role in sustaining the operation of companies, facilitating offering practical guidelines for integrating good
effective management of MSMEs, and amplifying the roles governance and sustainability into daily operations.
and contributions of MSMEs in nation-building.
To comprehend the referencing of practices by
The Code focuses on the fundamental corporate governance “M” and “R”, as a sample the first principle of the
requirements and sustainability specific to MSMEs. Malaysian Code on Governance for MSMEs, i.e.,
It guides companies by outlining the key mandatory Decision Making and Strategic Oversight have been
requirements to be fulfilled (which are non-exhaustive). considered.

CHARTERED SECRETARY MAY 2024 | 157

CG CORNER
Policies and Micro Small Medium Enterprise Public Listed Companies
Practices

Duties and [M] Every individual serving as a director, partner or owner of the company must consistently
responsibilities act in the company’s best interest by discharging their duties correctly and in good faith. To
fulfil this responsibility, such individuals must demonstrate and uphold exemplary levels of
integrity while setting a leading example.

[M] The owner or directors are responsible for the business and affairs of the company.

Delegation of duties [M] The owner serves as [M] The board may assign the responsibility for managing day-to-day
the primary decision- operations and other business functions to the management.
maker.

Expert advise [M] The owner or directors may obtain the advice of an external advisor for an independent
perspective and advise on the company’s strategies and operations.

Meetings [R] Directors or partners should convene regular meetings to discuss matters
relating to the company.

[R] Owner and shareholder should meet regularly to discuss matters relating to
the company, including financial, regulatory compliance and business strategy.

Independent directors [R] The board should [M] The board must consist of at
consider establishing a least 1/3 independent directors.
professional board with
independent directors
to provide greater
checks and balances
and an unbiased
perspective.

Diversity and [R] The owner or director must prioritise diversity, including gender, age,
Inclusivity culture, and working experience, when making employment decisions,
particularly in the hiring process.

Innovating business [R] The owner or directors must continuously adopt changes. This includes embracing digital
technology in business operations, promoting digital communication, cashless transactions and
offering products or services through online platforms.

For purposes of this Code, MSMEs are defined and categorised as follows–

Manufacturing Services and Other Sectors

Category Employees Sales Turnover Employees Sales Turnover

Enterprise >200 > RM5O mil >75 >RM20 mil

Medium From 75 to ≤ 200 RM15 mil ≤ RM50 mil From 30 to ≤ 75 RM 3 mil ≤ RM 20 mil

Small From 5 to < 75 RM300,000 < RM15 From 5 to < 30 RM300,000 < RM3 mil
mil

Micro <5 <RM300,000 <5 <RM300,000

References :
1. https://www.micg.org.my/wp-content/uploads/2024/03/Malaysian-Code-on-Governance-for-MSMEs-Circ.-11-
Mar-2024.pdf

158 | MAY 2024 CHARTERED SECRETARY

 ESG CORNER

ESG CORNER
SUSTAINABILITY STANDARDS BOARD OF regulating auditors, accountants and actuaries, and
JAPAN ISSUES IFRS-BASED SUSTAINABILITY setting the UK’s Corporate Governance and Stewardship
REPORTING STANDARDS Codes.

The Sustainability Standards Board of Japan (SSBJ) has It has launched its first market study to examine the UK
recently announced the issuance of exposure drafts for market for sustainability assurance services. It aims to
new sustainability disclosure standards, aligning with ensure that the UK market for sustainability assurance
the International Financial Reporting Standards (IFRS) services is functioning effectively and providing high
Foundation’s International Sustainability Standards quality assurance over companies’ sustainability
Board (ISSB). reporting.

The issuance of three exposure drafts by the SSBJ marks The market study has been conducted for the first
a crucial development in the journey towards mandatory time, being a powerful regulatory tool for exploring
standardized sustainability-related disclosures for in-depth issues and can lead to proposals to improve
Japanese listed companies. how the market functions for the benefit of all
stakeholders.
These exposure drafts include:
The market for providing independent assurance over the
1. Universal Sustainability Disclosure Standard sustainability information disclosed by UK companies
Exposure Draft “Application of the Sustainability has been expanding quickly in recent years. In 2022, 84%
Disclosure Standards”. of FTSE 100 companies obtained some level of external
assurance over their sustainability reporting, up from
2. Theme-based Sustainability Disclosure Standard
68% in 2020.
Exposure Draft No. 1 “General Disclosures”.
3. Theme-based Sustainability Disclosure Standard As some major audit firms are significant suppliers in
Exposure Draft No. 2 “Climate-related Disclosures”. this market in addition to providing statutory audits, the
FRC wants to understand any potential implications for
These drafts have been published for receiving comments competition and resilience in the UK’s statutory audit
which can be submitted by writing an e-mail @ market. The last date to submit responses is 13 th June,
[email protected] latest by Wednesday, July 31, 2024. 2024.

Source:ht tps://www.ssb-j.jp/jp/domestic _ standards/ Key areas to be explored include:

exposure_draft/y2024/2024-0329.html
i. Choice, quality and competition in the sustainability
FINANCIAL REPORTING COUNCIL (FRC) assurance market;
LAUNCHES MARKET STUDY ON UK ii. Capacity constraints and barriers to entry or
SUSTAINABILITY ASSURANCE MARKET expansion;
The Financial Reporting Council (FRC) is an independent iii. Potential impacts from changing international
regulator in the UK and Ireland, responsible for regulations;

CHARTERED SECRETARY MAY 2024 | 159

 iv. Any interplay between the sustainability assurance standards apply to companies under the scope of
ESG CORNER
and statutory audit markets. the CSRD regardless of which sector they operate it.
They are tailored to EU policies, while building on
Source: https://media.frc.org.uk/documents/Assurance_of_
Sustainability_Reporting_Market_Study_Invitation_to_ and contributing to international standardisation
comment.pdf initiatives. The CSRD also requires assurance on the
sustainability information that companies report and
CORPORATE SUSTAINABILITY REPORTING will provide for the digital taxonomy of sustainability
DIRECTIVE (CSRD) information.

The CSRD is European Union (EU) legislation, effective A political agreement was entered on 8 th February,
from 5th January, 2023, that requires EU businesses 2024, between the European Parliament and the
including qualifying EU subsidiaries of non-EU European Union Council on postponing adoption
companies to disclose their environmental and social deadlines for certain ESRS. The agreement postpones
impacts, and how their environmental, social and the deadline for sector-specific ESRS from mid-2024
governance (ESG) actions affect their business. A broader to mid-2026. This will give companies more time
set of large companies, as well as listed SMEs, will now to comply with the horizontal standards adopted in
be required to report on sustainability. Some non-EU July 2023, which apply to all companies, irrespective
companies will also have to report if they generate over of their economic sector. In addition, the CSRD sets
EUR 150 million on the EU market. The set of companies out separate standards to be used by certain non-EU
will have to apply the new rules for the first time in the companies. The abovesaid agreement also postpones the
financial year 2024-2025, for reports to be published for adoption deadline for these standards from mid-2024 to
the said financial year. mid-2026.

Companies subject to the CSRD will have to report Source: https://finance.ec.europa.eu/capital-markets-

union-and-financial-markets/Company-reporting-and-
according to European Sustainability Reporting auditing/Company-reporting/corporate-sustainability-
Standards (ESRS). The first set of ESRS was published reporting_en
in the Official Journal on 22 nd December, 2023. These

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 GIST OF ROC & RD ADJUDICATION ORDERS
GIST OF ROC ADJUDICATION ORDERS
Adjudication Order for penalty for violation of violation of Section 134(3) of Companies Act, 2013
Section 117 read with 179(3)(g) of the Companies and imposed penalty of `1,50,000 upon company
Act, 2013 with respect to M/s SOCIAL GROWTH and `25,000 upon each of its 3 Directors (officers in
NIDHI LIMITED default)
ROC Patna issued an adjudication order dated 1st April ht tps://w w w.mca.gov.in/bin/dms/getdocument?mds
2024 in the matter of M/s Social Growth Nidhi Limited =V3zehDLVvh N2UnEIv3zn3g%253D%253D&type=open
for non-filling of MGT-14 in respect of resolutions under
Adjudication Order for violation of Section 134
the provision of Section 117 read with 179(3)(9) of the
Companies Act, 2013 for the FY 2017-18. The adjudication of the Companies Act, 2013 in the matter of M/s
authority has imposed the monetary penalty of `2,00,000 DAISON LAND AND DEVELOPMENT PRIVATE
on the company and `50,000 on each of its 4 directors LIMITED
(officers in default). ROC Coimbatore issued an adjudicated order dated
https://w w w.mca.gov.in/bin/dms/getdocument?mds= 9th April 2024 in the matter of M/s Daison Land
CmIRbpYiLWtyIY5KuYFdKA%253D%253D&type=open And Development Private Limited in the reply to
company’s suo moto application for adjudication of
Adjudication Order of Penalties u/s 42 of the penalty for violation of Section 134(3) of Companies
Companies Act, 2013 in the matter of M/s Act, 2013. Accordingly, the adjudication authority
MAYASHEEL RETAIL INDIA LIMITED has imposed penalty of `1,50,000 upon company
and `25,000 upon each of its 2 Directors (officers in
ROC Delhi issued an adjudication order dated 3rd April, default)
2024 in the matter of M/s Mayasheel Retail India Limted
and imposed penalty of `48,15,000 on the company and https://w w w.mca.gov.in/bin/dms/getdocument?mds=
upon each of its 5 Directors (officers in default) under Qx0Z%252F7duMXGUSeGgrp7SaA%253D%253D&type=
Section 42(10) of the Act read with rule 3(12) of the open
Companies (Adjudication of Penalties) Rules, 2014 for Adjudication Order for violation of Section 134
violation of Section 42(7) of the Companies Act, 2013. of the Companies Act, 2013 in the matter of M/s
ht tps://w w w.mca.gov.in/bin/dms/getdocument?mds MARTIN MULTI PROJECTS PRIVATE LIMITED
=PJbIqqoSOi1%252FMuqa8qckuw%253D%253D&t ype
ROC Coimbatore issued an adjudicated order dated 28 th
=open
March 2024 in the matter of M/s Martin Multi Projects
Adjudication Order of Penalties u/s 42 of the Private Limited in the reply to company’s suo moto
Companies Act, 2013 in the matter of M/s PLANIFY application for adjudication of penalty for violation of
CAPITAL LIMITED Section 134(3) of Companies Act, 2013. Accordingly, the
adjudication authority has imposed penalty of `1,50,000
ROC Delhi issued an adjudication order dated 3rd April upon company and `25,000 upon each of its 2 Directors
2024 in the matter of M/s Planify Capital Limited and (officers in default)
imposed penalty of `2,00,00,000 on the company and
https://www.mca.gov.in/bin/dms/getdocument?zmds=
upon one of company’s Director alongwith penalty of p8r%252Y YB8ON7xNHo%252F6IUSQ%253D%253D&
`1,00,00,000 upon 3 Directors of company (officers in type=open
default) under Section 42(10) of the Act read with rule
3(12) of the Companies (Adjudication of Penalties) Rules, Adjudication Order for violation of Section 134 of
2014 for violation of Section 42(7) of the Companies Act, the Companies Act, 2013 in the matter of M/s D P F
2013. TEXTILES PRIVATE LIMITED
https://www.mca.gov.in/bin/dms/getdocument?mds=w64 ROC Coimbatore issued an adjudicated order dated
wOhzIOIxovd9hmbPqKw%253D%253D&type=open 28th March 2024 in the matter of M/s D P F Textiles
Private Limited in the reply to company’s suo moto
Adjudication Order for violation of Section 134
application for adjudication of penalty for violation of
of the Companies Act, 2013 in the matter of M/s Section 134(3) of Companies Act, 2013. Accordingly, the
ARISE INDUSTRIES AND AGENCY PRIVATE adjudication authority has imposed penalty of `1,50,000
LIMITED upon company and `25,000 upon each of its 2 Directors
ROC Coimbatore issued an adjudicated order dated (officers in default)
9th April, 2024 in the matter of M/s Arise Industries https://w w w.mca.gov.in/bin/dms/getdocument?mds=
And Agency Private Limited in the reply to company’s ECByNa41ttAXOTgDTqp%252FxQ%253D%253D&type
suo moto application for adjudication of penalty for =open

CHARTERED SECRETARY MAY 2024 | 161

 Whole-time Director, penalty of `70,000 was imposed
GIST OF ROC & RD ADJUDICATION ORDERS
Adjudication order for violation of Section 134
of the Companies Act, 2013 in the matter of M/s upon its Executive Director, `50,000 & `40,000 were
MARTIN REALITY PRIVATE LIMITED imposed as penalty company’s two erstwhile Company
Secretaries respectively.
ROC Coimbatore issued an adjudicated order dated
28th March 2024 in the matter of M/s Martin Reality h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ?
Private Limited in the reply to company’s suo moto mds=Dv7ado1nwRk7RHnk4vUaXw%253D%253D&type
application for adjudication of penalty for violation of =open
Section 134(3) of Companies Act, 2013. Accordingly, the
Adjudication Order for penalty for violation of
adjudication authority has imposed penalty of `1,50,000
upon company and `25,000 upon each of its 3 Directors Section 12 of the Companies Act, 2013 with
(officers in default). respect to M/s JANSANASAR NIDHI LIMITED

h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ? ROC Patna issued an adjudication order dated 15th

mds=enHZh A f 3uN%252FYgeOV U JbdEw%253D%253 April 2024 in the matter of M/s JANSANASAR NIDHI
D&type=open LIMITED and imposed penalty of `1,00,000 on the
company and `1,00,000 each on 3 Directors (officers in
Adjudication Order for violation of Section 134 default) of the company. The ROC imposed the penalty
of the Companies Act, 2013 in the matter of M/s after concluding that i) the company and its officers in
MARTIN WIND FORMS PRIVATE LIMITED default are liable for penalty as prescribed under Section
12(8) of the Act for non-maintenance of registered office
ROC Coimbatore issued an adjudicated order dated 28 th of the company for 100 days.
March 2024 in the matter of M/s Martin Wind Forms
Private Limited in the reply to company’s suo moto https://w w w.mca.gov.in/bin/dms/getdocument?mds=
application for adjudication of penalty for violation of pOsgInuSu5TOS22zLP6Kow%253D%253D&type=open
Section 134(3) of Companies Act, 2013. Accordingly, the
adjudication authority has imposed penalty of `1,50,000 Adjudication Order for penalty for violation of
upon company and `25,000 upon each of its 3 Directors Section 137 of the Companies Act, 2013 with
(officers in default). respect to DALIT INDUSTRIES ASSOCIATION

h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ? ROC Patna issued an adjudication order dated 18th

md s=F9daaSjl%252Bjz5m7MUv %252FjhQQ%253D% April 2024 in the matter of Dalit Industries Association
253D&type=open for not filing its financial statements for the FY 2020-
2021 to 2022-2023 within prescribed time limits as
Adjudication Order u/s 454 of the Companies specified under Section 137 of the Companies Act,
Act, 2013 for violation of Section 117(1) of the 2013. The adjudicating authority has imposed the
Companies Act, 2013 read with Companies monetary penalty of `43,800 for FY ending 2020-202,
(Adjudication of Penalties) Rules, 2014 in the `63,600 for the FY 2021-2022 and `27,100 for FY 2022-
matter of DICE ENTERPRISE PRIVATE LIMITED 2023 on the company. The authority also imposed
the monetary penalty of `43,800 for FY ending 2020-
ROC Gwalior issued an adjudication order dated 10 th 202, `50,000 for the FY 2021-2022 and `27,100 for FY
April 2024 in the matter of M/s Dice Enterprise Private 2022-2023 upon each director of company (Officers in
Limited for non-filling of MGT-14 in respect of resolution Default).
under the provision of Section 117 (3) of the Companies
Act, 2013. The adjudication authority has imposed the https://www.mca.gov.in/bin/dms/getdocument?mds=iAj
monetary penalty of `48,250 on the company and `25,000 V0B3xUUuNzD6Fp9nzcA%253D%253D&type=open
on each of its 2 directors (the officers in default).
Adjudication Order for Penalty under Section
https://w w w.mca.gov.in/bin/dms/getdocument?mds= 454 for violation of Section 137 of the Companies
DVHIu7AuhIOISZnHnEi7UA%253D%253D&type=open Act, 2013 in the matter of SNAP FITNESS (INDIA)
Adjudication Order for Penalty u/s 454 for Violation PRIVATE LIMITED
of Section 29(1A) of the Companies Act, 2013 read ROC Mumbai issued an adjudication order dated 25th
with rule 9A(2) of the Companies (Prosecution and April 2024 in the matter of Snap Fitness (India) Private
Allotments of Securities) Rules, 2014 in the matter Limited for not filing its financial statements for the FY
of M/s PREMIER ENERGIES LIMITED 2019-20 within prescribed time limits as specified under
Section 137 of the Companies Act, 2013. The adjudication
ROC Hyderabad issued an adjudication order dated authority imposed a penalty of `45,500 on Company
1st April 2024 in the matter of M/s Premier Energies and a penalty of `95,500 on each of its Officers in
Limited in the reply to company’s suo moto application default.
for adjudication of penalty u/s 454 of Companies Act,
2013 for violating the provisions u/s 29(1A) of Act. The https://w w w.mca.gov.in/bin/dms/getdocument?mds=
adjudication authority has imposed the monetary penalty uIV87p%252FmrT9BoJx4Mz58jw %253D%253D&t y pe
of `90,000 on the company, its Managing Director and =open

162 | MAY 2024 CHARTERED SECRETARY

 https://w w w.mca.gov.in/bin/dms/getdocument?mds=

GIST OF ROC & RD ADJUDICATION ORDERS

Adjudication Order for Penalty u/s 454 for violation
of Section 92 of the Companies Act, 2013 in the nrrUEi2s PCaEp4CbMxdyzw%253D%253D&type=open
matter of SHYAMAL HOLDINGS AND TRADING
Adjudication order for violation of Section 168 of
LIMITED
the Companies Act, 2013 read with Companies
ROC Mumbai issued an adjudication order dated 25th (Adjudication of Penalties) Rules, 2014 in the
April 2024 in the matter of M/s Shyamlal Holdings and matter of M/s RICHENG OPTICAL ELECTRONICS
Trading Limited for not filing its annual return for the FY PRIVATE LIMITED
2018-19 within prescribed time limits as specified under
Section 92 of the Companies Act, 2013. The adjudicating ROC of Kanpur issued an adjudication order dated 16 th
authority has imposed the monetary penalty of `5,00,000 February 2024 in the matter of M/S Richeng Optical
upon the company and on four of company’s directors Electronics Private Limited for violating the provisions
(officers in default). of Section 168 of Companies Act, 2013 regarding
intimation of resignation of Director of the Company. The
https://www.mca.gov.in/bin/dms/getdocument?mds=Krzf adjudicating authority has imposed the monetary penalty
F0XT4DVAMv3HZJWxlg %253D%253D& type=open of `300000 upon the company and penalty of `1,00,000
each on three of company’s directors (officers in default).
Adjudication Order for Penalty under Section 454
for violation of Section 92 of the Companies Act, https://w w w.mca.gov.in/bin/dms/getdocument?mds=
2013 in the matter of ALORA TRADING CO LTD HK15FDCQ Uta4jAwGKafdqw%253D%253D&type=open

ROC Mumbai issued an adjudication order dated 25th Adjudication order for violation of Section 179(3)
April 2024 in the matter of M/s Alora Trading Co. Ltd. (f) of the Companies Act, 2013 in the matter of
for not filing its annual return for the FY 2018-19 within M/s SHRI MAHALAKSHMI METAL AND SCRAP
prescribed time limits as specified under Section 92 of PROCESSING PRIVATE LIMITED
the Companies Act, 2013. The adjudicating authority
has imposed the monetary penalty of `5,00,000 upon ROC of Chennai issued an adjudication order dated 05 th
the company and on Managing Director of the company March 2024 in the matter of M/S Shri Mahalakshmi
(officer in default). Metal and Scrap Processing Private Limited for not
producing any board resolution for borrowings and
https://w w w.mca.gov.in/bin/dms/getdocument?mds= lending operations and violating the provisions of
mVchG8Z9 pvAyVugOgEyD4A%253D%253D&type=open Section 179(3) of Companies Act, 2013. The adjudicating
authority has imposed the monetary penalty of `10000
Adjudication Order for Penalty under Section 454 upon the company and penalty of `10,000 each on three
for violation of Section 92 of the Companies Act, of company’s directors (officers in default).
2013 in the matter of M/s SNAP FITNESS (INDIA)
PRIVATE LIMITED https://www.mca.gov.in/bin/dms/getdocument?mds=fOk5
1uRueKKkoRF3oyE0Dw%253D%253D&type=open
ROC Mumbai issued an adjudication order dated 25th
April 2024 in the matter of M/s Snap Fitness (India) Adjudication order for violation of Section 88
Private Limited for not filing its annual return for the FY of the Companies Act, 2013 in the matter of M/s
2019-20 within prescribed time limits as specified under HERMES I TICKETS PRIVATE LIMITED
Section 92 of the Companies Act, 2013. The adjudicating
authority has imposed the monetary penalty of `28,150 ROC of Chennai issued an adjudication order dated
upon the company and on three of company’s directors 27th March 2024 in the matter of M/S Hermes I Tickets
(officers in default). Private Limited for violating the provisions of Section
88 of the Companies Act, 2013 for not maintaining the
https://w w w.mca.gov.in/bin/dms/getdocument?mds= registrars as in the format prescribed. The adjudicating
GbhM9e HNfcHwo6eqScHzKg%253D%253D&type=open authority has imposed the monetary penalty of `3,00,000
upon the company and penalty of `50,000 each on three
Order for Penalty under Section 454 for violation of company’s directors (officers in default).
of Section 137 of the Companies Act, 2013 in
the matter of M/s SHYAMAL HOLDINGS AND https://w w w.mca.gov.in/bin/dms/getdocument?mds=
TRADING LIMITED 7g20gji8 t3ZSUBUNlfIJhQ%253D%253D&type=open

ROC Mumbai issued an adjudication order dated 25th Adjudication order for violation of Section 89
April 2024 in the matter of M/s Shyamlal Holdings and of the Companies Act, 2013 in the matter of M/s
Trading Limited for not filing its financial statement HERMES I TICKETS PRIVATE LIMITED
for the FY 2018-19 within prescribed time limits as
specified under Section 137 of the Companies Act, 2013. ROC of Chennai issued an adjudication order dated
The adjudicating authority has imposed the monetary 27th March 2024 in the matter of M/S Hermes I Tickets
penalty of `10,00,000 upon the company and penalty of Private Limited for violating the provisions of Section
`5,00,000 each on four of company’s directors (officers in 89 of the Companies Act, 2013 for not providing the
default). declaration in respect of Beneficial Interest in any Share.

CHARTERED SECRETARY MAY 2024 | 163

 The adjudicating authority has imposed the monetary within prescribed time limits as specified under Section
GIST OF ROC & RD ADJUDICATION ORDERS
penalty of `5,00,000 upon the company and penalty of 137 of the Companies Act, 2013. The adjudicating
`2,00,000 each on three of company’s directors (officers authority has imposed the monetary penalty of `19,300
in default). upon the company and on each of the seven of the
company’s directors (officers in default).
https://w w w.mca.gov.in/bin/dms/getdocument?mds=
asr8ZbB%252BJHYhev7mCOkM0g%253D%253D&type= https://w w w.mca.gov.in/bin/dms/getdocument?mds=
open dYwx1%252Bwlv2Wi3LbOOMyp5Q%253D%253D&type=
open
Adjudication order for violation of Section 143(2)
of the Companies Act, 2013 in the matter of M/s Adjudication order for violation of Section 134(5)
SHINAGO INTERNATIONAL (INDIA) PRIVATE (b) of the Companies Act, 2013 in the matter of M/s
LIMITED HERMES I TICKETS PRIVATE LIMITED
ROC of Chennai issued an adjudication order dated 15th ROC of Chennai issued an adjudication order dated 27th
Apr 2024 in the matter of M/s Shinago International March 2024 in the matter of M/S Hermes I Tickets Private
(India) Private Limited for violation in terms of the Limited for violating the provisions of Section 134(5) of
Auditor has not complied with the provisions as stipulated the Companies Act, 2013 regarding non-application of
u/s 143(2) of the Companies Act, 2013. The adjudicating the accounting policies in consistent manner along with
authority has imposed the monetary penalty of `20000 the trade payables were mis-represented for the FY 2018-
upon the Auditor of the company. 19. The adjudicating authority has imposed the monetary
https://w w w.mca.gov.in/bin/dms/getdocument?mds= penalty of `3,00,000 upon the company and penalty of
mcprI%252FSgBg0z0jcQxHXc5Q%253D%253D&type= `50,000 on one of the company’s directors (officers in
open default).

Adjudication order for violation of Section 168 https://w w w.mca.gov.in/bin/dms/getdocument?mds=

of the Companies Act, 2013 in the matter of M/s yu3WZykb0LZ49H6RVpxI5g%253D%253D&type=open
INFO-DRIVE SOFTWARE LIMITED Adjudication Order for violation of Section 12 of
ROC of Chennai issued an adjudication order dated 1st the Companies Act, 2013 read with Companies
April 2024 in the matter of M/s Info- Drive Software (Adjudication of Penalties) Rules, 2014 in the
Limited for violating the provisions of Section 168 of the matter of M/S RICHENG OPTICAL ELECTRONICS
Companies Act, 2013 and no intimation w.r.t resignation PRIVATE LIMITED
of Director of the Company was given to the ROC. The
adjudicating authority has imposed the monetary penalty ROC of Kanpur issued an adjudication order dated 16 th
of `1,00,000 upon the company director (officers in February 2024 in the matter of M/S Richeng Optical
default). Electronics Private Limited for violating the provisions
of Section 12 of the Companies Act, 2013 for not
https://w w w.mca.gov.in/bin/dms/getdocument?mds= maintaining its Registered Office. The adjudicating
%252F2n8a PzOapcGzsup7pagsA%253D%253D&type=open authority has imposed the monetary penalty of `50,000
upon the company and penalty of `50,000 each on four of
Adjudication order for violation of Section 137 the company’s directors (officers in default).
of the Companies Act, 2013 in the matter of M/s
KANYA RESORTS PRIVATE LIMITED https://w w w.mca.gov.in/bin/dms/getdocument?mds=
YUgneF36BSIwv4uWe3dD3Q%253D%253D&type=open
ROC of Chennai issued an adjudication order dated 15th
April 2024 in the matter of M/s Kanya Resorts Private Adjudication Order for violation of Section 161(1)
Limited for not filing its financial statement for the FYs of the Companies Act, 2013 read with Companies
2014-15 to 2016-17 within prescribed time limits as (Adjudication of Penalties) Rules, 2014 in the
specified under Section 137 of the Companies Act, 2013. matter of M/S INCHOI TECHNOLOGY ELECTRONIC
However, the adjudication authority extended the benefits
MATERIALS PRIVATE LIMITED
of the ‘small company’ to this company and accordingly,
no penalty was imposed upon the company. ROC of Kanpur issued an adjudication order dated 11th
https://w w w.mca.gov.in/bin/dms/getdocument?mds= December 2023 in the matter of M/s Inchoi Technology
78EBYnN%252BIiLOGdvYyHeRPA%253D%253D&type= Electronic Materials Private Limited for violating the
open provisions of Section 161(1) of the Companies Act,
2013 w.r.t regularizing the appointment of additional
Adjudication order for violation of Section 137 director (appointed on 25.05.2021). The adjudicating
of the Companies Act, 2013 in the matter of M/s authority has imposed the monetary penalty of
AALAMARA NIDHI LIMITED `1,00,000 upon each of company’s 5 Directors (officers in
default).
ROC of Chennai issued an adjudication order dated 8 th
April 2024 in the matter of M/s Aalamara Nidhi Limited https://w w w.mca.gov.in/bin/dms/getdocument?mds=
for not filing its financial statement for the FY 2021-22 BuWFbn3GOWdbY4Glr9x76A%253 D%253D&type=open

164 | MAY 2024 CHARTERED SECRETARY

 delay in approving the financial statements respectively

GIST OF ROC & RD ADJUDICATION ORDERS

Order for violation of Section 118 of the Companies
Act, 2013 read with Companies (Adjudication of by the Board of Directors. The adjudicating authority
Penalties) Rules, 2014 in the matter of M/s PETRON has imposed the monetary penalty of `114100 upon the
MINERALS & METALS LIMITED company and penalty of `50000 each on 9 of its directors
(officers in default).
ROC of Kanpur issued an adjudication order dated 04 th
March, 2024 in the matter of M/s Petron Minerals & https://w w w.mca.gov.in/bin/dms/getdocument?mds=
Metals Limited for violating the provisions of Section Dx0mqFlA5wZYYzx8133owA%253D%253D&type=open
118 of the Companies Act, 2013 for not maintaining the
Adjudication order for violation of Section 118(1)
minutes of the board meeting. The adjudicating authority
of the Companies Act, 2013 in the matter of M/s
has imposed the monetary penalty of `25,000 upon the
company and penalty of `5,000 each on 13 of company’s SHINAGO INTERNATIONAL (INDIA)PRIVATE
directors (officers in default). LIMITED

h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ? ROC of Chennai issued an adjudication order dated 15th

md s=RyKSc yRJToLDuW8SP%252Fei AQ%253D%253 April, 2024 in the matter of M/s Shinago International
D&type=open (India) Private Limited for violating the provisions
of Section 118 of the Companies Act, 2013 for not
Adjudication order for violation of Section 203 maintaining the minutes of the board meeting since its
of the Companies Act, 2013 in the matter of M/s incorporation. The adjudicating authority has imposed
SHINAGO INTERNATIONAL (INDIA) PRIVATE the monetary penalty of `25000 upon the company and
LIMITED penalty of `5000 upon its managing director (officers in
default).
ROC of Chennai issued an adjudication order dated 15th
April, 2024 in the matter of M/s Shinago International https://w w w.mca.gov.in/bin/dms/getdocument?mds=
(India) Private Limited for violating the provisions MqHA8E3M8i6PuOXx%252FnfApQ%253D%253D&type=
of Section 203 of the Companies Act, 2013 for not open
appointing the Company Secretary. The adjudicating
authority has imposed the monetary penalty of `500000 Adjudication order for violation of Section 168 of
upon the company and penalty of `500000 on Managing the Companies Act, 2013 read with Companies
director (officers in default). (Adjudication of Penalties) Rules, 2014 in the
matter of M/s RICHENG OPTICAL ELECTRONICS
https://w w w.mca.gov.in/bin/dms/getdocument?mds= PRIVATE LIMITED
YeKe%252FqlA8aRj79Agx%252FQe7g%253D%253D& type=
open ROC of Kanpur issued an adjudication order dated 16 th
Adjudication Order for violation of Section 12 of February 2024 in the matter of M/S Richeng Optical
the Companies Act, 2013 read with Companies Electronics Private Limited for violating the provisions of
(Adjudication of Penalties) Rules, 2014 in the Section 168 of the Companies Act, 2013 and no intimation
matter of M/s VUPLA TECHNOLOGIES PRIVATE w.r.t resignation of director of the Company was given to
LIMITED the ROC. The adjudicating authority has imposed the
monetary penalty of `300000 upon the company and
ROC of Chennai issued an adjudication order dated 14 th penalty of `1,00,000 each on 3 of its directors (officers in
February, 2024 in the matter of M/s Vupla Technologies default).
Private Limited for violating the provisions of Section
12 of the Companies Act, 2013 for not maintaining the https://w w w.mca.gov.in/bin/dms/getdocument?mds=
Registered Office of the company. The adjudicating HK15FDCQUta4jAwGKafdqw%253D%253D&type=open
authority has imposed the monetary penalty of `50000 Adjudication order for violation of Section 92
upon the company and penalty of `50000 each on 6 of its
of the Companies Act, 2013 in the matter of M/s
directors (officers in default).
AALAMARA NIDHI LIMITED
h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ?
ROC of Chennai issued an adjudication order dated
mds=Ecpy926ltwATmzJ2tMLLPg%253D%253D&type=
8th April 2024 in the matter of M/s Aalamara Nidhi
open
Limited for not filing its annual return for the FYs 2021-
Adjudication order for violation of Section 117 read 22 & 2022-23 within prescribed time limits as specified
with Section 179(3)(g) of the Companies Act, 2013 under Section 92 of the Companies Act, 2013. The
in the matter of M/s AALAMARA NIDHI LIMITED adjudicating authority for the FY 2021-22 has imposed
the monetary penalty of `50,600 upon the company
ROC of Chennai issued an adjudication order dated 8 th and `50,000 on eight of company’s directors (officers
April, 2024 in the matter of M/s Aalamara Nidhi Limited in default). For FY 2022-23, the adjudication authority
for violating the provisions of Section 117 and 179(3) imposed monetary penalty of `23,300 upon the
(g) of the Companies Act, 2013 for delay in filing the company and on seven of company’s directors (officers in
resolutions or any agreement with the ROC along with default).

CHARTERED SECRETARY MAY 2024 | 165

 h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ? 2017-18, 2018-19 & 2019-20. The adjudicating authority
GIST OF ROC & RD ADJUDICATION ORDERS
mds=gF3GWDyROZDaw5KsJmGYPg%253D%253D&type imposed the monetary penalty of `1,00,000 upon the
=open company and penalty of `25,000 each on 7 of its Directors
(officers in default) for each FY.
Adjudication order for violation of Section 203
of the Companies Act, 2013 in the matter of M/s https://w w w.mca.gov.in/bin/dms/getdocument?mds=
SOFTGEL HEALTHCARE PRIVATE LIMITED gXcZWqRPfWprxfeJgDWlTQ% 253D%253D&type=open
ROC of Chennai issued an adjudication order dated 15th Adjudication order for violation of rule 12(A) of
April 2024 in the matter of M/s Softgel Healthcare Private the Companies (Appointment and Qualification
Limited for violating the provisions of Section 203 of the Of Directors) Rules, 2014 read with Companies
Companies Act, 2013 for not appointing the Company (Adjudication of Penalties) Rules, 2014 &
Secretary. The adjudicating authority has imposed the Companies (Amendment) Act, 2020 in the matter of
monetary penalty of `5,00,000 upon the company and M/s AL-AMEEN MUTUAL BENEFIT NIDHI LIMITED
penalty of `1,03,000 on 7 of its directors (officers in
default). ROC of Kanpur issued an adjudication order dated 9th
April, 2024 in the matter of M/s AL-Ameen Mutual
https://www.mca.gov.in/bin/dms/getdocument?mds=R467 Benefit Nidhi Limited for violating the provisions of Rule
GXejIq6jysijMpk%252B7g%253D%253D&type=open 12A of Companies (appointment and qualification of
Adjudication order for violation of Section 170 directors) rules 2014 by not filing DIR-3 KYC form with
of the Companies Act, 2013 in the matter of M/s ROC. The adjudicating authority imposed the monetary
SHINAGO INTERNATIONAL (INDIA)PRIVATE penalty of `25,000 upon the director in default.
LIMITED h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ?
md s=l w 9 8R j7 U k %2 52F ORc D 9 cYvIu FA%2 53D %2 53
ROC of Chennai issued an adjudication order dated 15 th
D&type=open
April 2024 in the matter of M/S Shinago International
(India) Private Limited for non-maintenance of proper Adjudication order for violation of rule 149 of
registers for director and KMP since incorporation the Companies Act, 2013 read with Companies
as stipulated u/s170 of the Companies Act, 2013. The (Adjudication of Penalties) Rules, 2014 &
adjudicating authority has imposed the monetary penalty Companies (Amendment) Act, 2020 in the matter
of `3,00,000 upon the company and penalty of `1,00,000
of M/s EUEB INDIA PRIVATE LIMITED
on its Managing Director (officers in default).
https://w w w.mca.gov.in/bin/dms/getdocument?mds= ROC of Kanpur issued an adjudication order dated 30 th
KAGocnEDkickliG8GyPJjQ%253D% 253D&type=open January 2024 in the matter of M/s Eueb India Private
Limited for violating the provision of Section 149 of the
Adjudication order for violation of Section 56 of Companies Act, 2013 in non- maintaining the minimum
the of Companies Act, 2013 in the matter of M/s requirement of directors in board of the company. The
SPENDFLO INDIA PRIVATE LIMITED adjudicating authority imposed the monetary penalty of
`1,50,000 upon the company and penalty of `50,000 each
ROC of Chennai issued an adjudication order dated 15th on its Director (officers in default).
April 2024 in the matter of M/S Spendflo India Private
Limited for violating the provision of Section 56 of the https://w w w.mca.gov.in/bin/dms/getdocument?mds=
Companies Act, 2013 for non-payment of the stamp duty FROY%252F4 npi PX a l hpH AC 8d%252FA%253D%253
on the share transfer forms received. The adjudicating D&type=open
authority has imposed the monetary penalty of `50,000
Adjudication order for violation of Section 137 of
upon the company and penalty of `50,000 on its Managing
Director (officers in default). the Companies Act, 2013 read with Companies
(Adjudication of Penalties) Rules, 2014 in the
https://w w w.mca.gov.in/bin/dms/getdocument?mds= matter of M/s PETRON MINERALS & METALS
woOdjd8bE%252BhOyQQYxU6tlg%253D%253D&type LIMITED
=open
ROC of Kanpur issued an adjudication order dated 4 th
Adjudication order for violation of Section 117 of March, 2024 in the matter of M/s Petron Minerals &
the Companies Act, 2013 read with Companies Metals Limited for not filing its financial statement for
(Adjudication of Penalties) Rules, 2014 in the the FYs 2014-15, 2015-16 & 2016-17 within prescribed
matter of M/s AL-AMEEN MUTUAL BENEFIT NIDHI time limits as specified under Section 137 of the
LIMITED Companies Act, 2013. The adjudicating authority has
imposed the monetary penalty of `25,000 upon each of
ROC of Kanpur issued an adjudication order dated 9th the 6 directors of the company (officers in default) for
April, 2024 in the matter of M/s AL-Ameen Mutual each FY.
Benefit Nidhi Limited for violating the provisions of
Section 117 of the Companies Act, 2013 for delay in filing https://w w w.mca.gov.in/bin/dms/getdocument?mds=
the resolutions or any agreement with the ROC for the FY 4WsWkaV5p9j8 pJmZI9nHEQ%253D%253D&type=open

166 | MAY 2024 CHARTERED SECRETARY

 directors) rules 2014 by not filing DIR-3 KYC form with

GIST OF ROC & RD ADJUDICATION ORDERS

Adjudication order for violation of Section 134 of
the Companies Act, 2013 read with Companies ROC. The adjudicating authority imposed the monetary
(Adjudication of Penalties) Rules, 2014 in the penalty of `50,000 each upon 3 of its directors in
matter of M/s PETRON MINERALS & METALS default.
LIMITED
https://w w w.mca.gov.in/bin/dms/getdocument?mds=
ROC of Kanpur issued an adjudication order dated 4 th b2iQcGnV6PSY Lpz2HyJjjA%253D%253D&type=open
March, 2024 in the matter of M/s Petron Minerals &
Metals Limited for not filing Director’s Report along with Adjudication order for violation of Section 137 of
Balance Sheet for the FY 2017-18, which is a violation of the Companies Act, 2013 read with Companies
Section 134 of the Companies Act, 2013. The adjudicating (Adjudication of Penalties) Rules, 2014 in the
authority imposed the monetary penalty of `3,00,000 matter of M/s TONGFANG TECHNOLOGY INDIA
upon the company and penalty of `50,000 each on its PRIVATE LIMITED
Directors (officers in default).
ROC of Kanpur issued an adjudication order dated 19th
https://w w w.mca.gov.in/bin/dms/getdocument?mds= February 2024 in the matter of M/s Tongfang Technology
lP9kykp8PxFmNZY0ChXKsA%253D%253D&type=open India Private Limited for not filing its financial
statement for the FY 2019-20 within prescribed time
Adjudication Order for violation of Section 152(2)
limits as specified under Section 137 of the Companies
of the Companies Act, 2013 read with companies
Act, 2013. The adjudicating authority imposed the
(Adjudication of Penalties) rules, 2014 in the
monetary penalty of `1,30,200 upon the company and
matter of M/s INCHOI TECHNOLOGY ELECTRONIC
penalty of `50,000 each on 4 of its Directors (officers in
MATERIALS PRIVATE LIMITED
default).
ROC of Kanpur issued an adjudication order dated 11th
https://www.mca.gov.in/bin/dms/getdocument?mds=dj
December 2023 in the matter of M/s Inchoi Technology
ENUbL6OZb1ylsWhrMAew%253D%253D&type=open
Electronic Materials Private Limited for violating the
provisions of Section 152(2) of the Companies Act, 2013 Adjudication order for violation of Section 12 of
w.r.t provision of the appointment of additional director the Companies Act, 2013 read with Companies
in company’s AGM. The adjudicating authority imposed (Adjudication of Penalties) Rules, 2014 in the
the monetary penalty of `3,00,000 upon the company and matter of M/s TONGFANG TECHNOLOGY INDIA
penalty of `1,00,000 each on 5 of its Directors (officers in PRIVATE LIMITED
default).
h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ? ROC of Kanpur issued an adjudication order dated 19th
mds=DvTyflo6ACDXZYWOovYLsg%253D%253D&type= February 2024 in the matter of M/s Tongfang Technology
open India Private Limited for violating the provisions
of Section 12 of the Companies Act, 2013 for not
Adjudication order for violation of Section 149(4) maintaining the Registered Office of the company. The
of the Companies Act, 2013 in the matter of M/s adjudicating authority has imposed the monetary penalty
INFO-DRIVE SOFTWARE LIMITED of `1,00,000 upon the company and on each on 4 of its
directors (officers in default).
ROC of Chennai issued an adjudication order dated
1st April 2024 in the matter of M/s Info- Drive https://www.mca.gov.in/bin/dms/getdocument?mds=wf
Software Limited for violating the provisions 149(4) MBroykzfzp24QXD1Dc9w%253D%253D&type=open
of the Companies Act, 2013 regarding not having any
Independent Director on the Board of the Company as Adjudication order for violation of Section 92 of
required u/s 149(4). The adjudicating authority imposed the Companies Act, 2013 read with Companies
the monetary penalty of `1,00,000 upon the its Directors (Adjudication of Penalties) rules, 2014 in the
(officers in default). matter of M/s PETRON MINERALS & METALS
LIMITED
https://w w w.mca.gov.in/bin/dms/getdocument?mds=
2z44VyK4HooUDBpQYm4 CBA%253D%253D&type=open ROC of Kanpur issued an adjudication order dated 4 th
March, 2024 in the matter of M/s Petron Minerals &
Adjudication order for violation of Section 12(A) Metals Limited for not filing the annual return for the
of the Companies Act, 2013 read with Companies FYs 2014-15, 2015-16 & 2016-17 within prescribed time
(Adjudication of Penalties) Rules, 2014 in the limits as specified under Section 92 of the Companies
matter of M/s TONGFANG TECHNOLOGY INDIA Act, 2013. The adjudicating authority has imposed the
PRIVATE LIMITED monetary penalty of `1,00,000 upon the company and
`25,000 each of the 13 directors of the company (officers
ROC of Kanpur issued an adjudication order dated 19th in default) for each FY.
February 2024 in the matter of M/s Tongfang Technology
India Private Limited for violating the provisions of Rule https://www.mca.gov.in/bin/dms/getdocument?mds=dr
12A of Companies (appointment and qualification of X556qo1hP3Z9IG8YYd5g%253D%253D&type=open

CHARTERED SECRETARY MAY 2024 | 167

 https://w w w.mca.gov.in/bin/dms/getdocument?mds=
GIST OF ROC & RD ADJUDICATION ORDERS
Adjudication order for violation of Section 12 of
the Companies Act, 2013 read with Companies Y l x%252BE3zxFM7ulYchcUsimQ%253D%253D&t y pe
(Adjudication of Penalties) Rules, 2014 in the =open
matter of M/s SANDAL NIDHI LIMITED
Adjudication order for violation of Section 85(1)
ROC of Kanpur issued an adjudication order dated 3 rd of the Companies Act, 2013 read with rule 10 of
March 2024 in the matter of M/s Sandal Nidhi Limited for Companies (Registration of Charges) Rules, 2014
violating the provisions of Section 12 of the Companies and Companies (Adjudication of Penalties) Rules,
Act, 2013 for not maintaining the Registered Office of 2014 & Companies (Amendment) Act, 2020 in the
the company. The adjudicating authority has imposed the matter of M/s HOLITECH INDIA PRIVATE LIMITED
monetary penalty of `1,00,000 upon each its directors
(officers in default). ROC of Kanpur issued an adjudication order dated
13th November 2023 in the matter of M/s Holitech
https://www.mca.gov.in/bin/dms/getdocument?mds=oCg India Private Limited for not maintaining register of
RMcktHGEX9s2ahJXOFg%253D%253D&type=open charges as required u/s 85(1) of the Companies Act,
2013. The adjudication authority for the said violation
Adjudication order for violation of Section 149(1) imposed the penalty of `5,00,000 upon the company
of the Companies Act, 2013 in the matter of M/s and `50,000 each on company’s director (officer in
INFO-DRIVE SOFTWARE LIMITED default).
ROC of Chennai issued an adjudication order dated 1st h t t p s : // w w w. m c a . g o v. i n / b i n /d m s /g e t d o c u m e n t ?
April 2024 in the matter of M/s Info- Drive Software md s=J4 r zW ER rY22%252Fv wVm r n415w %253D%253
Limited for violating the provisions 149(1) of the D&type=open
Companies Act, 2013 regarding not having any Women
Director on the Board of the Company as required u/s Adjudication order for violation of Section 134(5)
149(1). The adjudicating authority imposed the monetary (c) of the Companies Act, 2013 in the matter of M/s
penalty of `1,00,000 upon the its Director (officers in ANMOL FERRO IMPEX PRIVATE LIMITED
default).
ROC of Chennai issued an adjudication order dated 25th
https://w w w.mca.gov.in/bin/dms/getdocument?mds= March 2024 in the matter of M/s Anmol Ferro Impex
OW j9 q M q N v v t 9 i% 2 52 B IO v 6M s MQ % 2 53 D % 2 53 Private Limited for not disclosing the details w.r.t related
D&type=open party transactions of directors’ current payable as
required to be disclosed u/s 134(5)(c) of the Companies
Adjudication order for violation of Section 137 Act, 2013 for the FYs 2015-16, 2016-17 & 2017-18.
of the Companies Act, 2013 in the matter of M/s The adjudicating authority imposed the monetary
ANMOL FERRO IMPEX PRIVATE LIMITED penalty of `3,00,000 upon the company and penalty
of `50,000 each on its Director (officers in default) for
ROC of Chennai issued an adjudication order dated 25th each FY.
March 2024 in the matter of M/s Anmol Ferro Impex
Private Limited for not filing its financial statement for https://www.mca.gov.in/bin/dms/getdocument?mds=2
the FY 2017-18 within prescribed time limits as specified QTgLJ NIpDN7o hXApiVJtw%253D%253D&type=open
under Section 137 of the Companies Act, 2013. The
adjudicating authority imposed the monetary penalty of Adjudication order for violation of Section 92 of
`1,91,600 upon the company and penalty of `50,000 each the Companies Act, 2013 read with Companies
on its Director (officers in default). (Adjudication of Penalties) Rules, 2014 &
Companies (Amendment) Act, 2020 in the matter
https://w w w.mca.gov.in/bin/dms/getdocument?mds=
of M/s HOLITECH INDIA PRIVATE LIMITED
LRRPjr BcVc329NzXtp7utw%253D%253D&type=open
ROC of Kanpur issued an adjudication order dated 13 th
Adjudication order for violation of Section November 2023 in the matter of M/s Holitech India
134(3)(F) of the Companies Act, 2013 read with Private Limited for not filing the annual return for the FY
Companies (Adjudication of Penalties) Rules, 2020-21 within prescribed time limits as specified under
2014 & Companies (Amendment) Act, 2020 in the Section 92 of the Companies Act, 2013. The adjudicating
matter of M/s HOLITECH INDIA PRIVATE LIMITED authority has imposed the monetary penalty of `70,300
upon the company and directors of the company (officers
ROC of Kanpur issued an adjudication order dated 13 th in default).
November 2023 in the matter of M/s Holitech India
Private Limited for non-inclusion of ‘Qualified Opinion’ https://w w w.mca.gov.in/bin/dms/getdocument?mds=
of the Auditor which is non-compliance of Section e88fzZNGTZM5KhbO6lj0cA%253D%253D&type=open
134(3)(f) of the Companies Act, 2013. The adjudicating
authority imposed the monetary penalty of `3,00,000 Adjudication order for violation of Section 137 of
upon the company and penalty of `50,000 each on its the Companies Act, 2013 read with Companies
Directors (officers in default). (Adjudication of Penalties) Rules, 2014 &

168 | MAY 2024 CHARTERED SECRETARY

 FY 2019-20 which is a violation of Section 158 of the

GIST OF ROC & RD ADJUDICATION ORDERS

Companies (Amendment) Act, 2020 in the matter
of M/s HOLITECH INDIA PRIVATE LIMITED Companies Act, 2013. The adjudicating authority
imposed the monetary penalty of `87,300 upon the
ROC of Kanpur issued an adjudication order dated 13 th company and `50,000 each upon 2 of its directors in
November 2023 in the matter of M/s Holitech India default.
Private Limited for not filing its financial statements
for the FY 2020-21 within prescribed time limits as https://w w w.mca.gov.in/bin/dms/getdocument?mds=
specified under Section 137 of the Companies Act, 2013. 8TPG188GBEfn%252B83A19FbVQ%253D%253D&type=
The adjudicating authority has imposed the monetary open
penalty of `73,700 upon the company and directors of
Adjudication order for violation of Section 203 of
the company (officers in default).
the Companies Act, 2013 read with Companies
https://w w w.mca.gov.in/bin/dms/getdocument?mds= (Adjudication of Penalties) Rules, 2014 in the
FEiO8JmakYpengt1bn4C1Q%253D%253D&type=open matter of M/s CRRC INDIA PRIVATE LIMITED

Adjudication order for violation of Section 39 of ROC of Kanpur issued an adjudication order dated
the Companies Act, 2013 read with Companies 1st February 2024 in the matter of M/s CRRC India
(Adjudication of Penalties) Rules, 2014 in the Private Limited for violating the provisions of Section
matter of M/s AL-AMEEN MUTUAL BENEFIT NIDHI 203 of the Companies Act, 2013 for not appointing
LIMITED the Company Secretary within stipulated time. The
adjudicating authority has imposed the monetary
ROC of Kanpur issued an adjudication order dated 9th penalty of `5,00,000 upon the company and penalty
April, 2024 in the matter of M/s AL-Ameen Mutual of `1,00,000 each on 9 of its directors (officers in
Benefit Nidhi Limited for not filing the form PAS-3 for default).
allotment of shares for FY 2020-21 with ROC which is
violation of Section 39(4) of the Companies Act, 2013. https://www.mca.gov.in/bin/dms/getdocument?mds=7
The adjudicating authority imposed the monetary HPAJx%252FCnoor6id5XvpA5w% 253D%253D&type=open
penalty of `52,900 upon the company and upon each of
Adjudication order for violation of Section 12 of
its 7 directors in default.
the Companies Act, 2013 read with Companies
https://www.mca.gov.in/bin/dms/getdocument?mds= (Adjudication of Penalties) Rules, 2014 in the
q975 dQ07Tlcfq95JRQyxfg%253D%253D&type=open matter of M/s BLUESEED FINTECH PRIVATE
LIMITED
Adjudication order for violation of Section 64(1)(a)
of the Companies Act, 2013 read with Companies ROC of Kanpur issued an adjudication order dated 1st
(Adjudication of Penalties) Rules, 2014 in the February 2024 in the matter of M/s Blueseed Fintech
matter of M/s AL-AMEEN MUTUAL BENEFIT NIDHI Private Limited for violating the provisions of Section
LIMITED 12 of the Companies Act, 2013 for not maintaining the
Registered Office of the company. The adjudicating
ROC of Kanpur issued an adjudication order dated 9th authority has imposed the monetary penalty of `50,000
April, 2024 in the matter of M/s AL-Ameen Mutual upon company and each of its 2 directors (officers in
Benefit Nidhi Limited for not filing the form SH-7 default).
for alteration of share capital for FY 2020-21 with
ROC which is violation of Section 64(1)(a) of the https://w w w.mca.gov.in/bin/dms/getdocument?mds=
Companies Act, 2013. The adjudicating authority SB1yBcuEDLhhE4qLu8ecpQ%253D%253D&type=open
imposed the monetary penalty of `2,00,000 upon the
company and `50,000 each upon 7 of its directors in Adjudication Order of Penalties u/s 89 of the
default. Companies Act, 2013 in the matter of M/s DORNIER
GROUP (INDIA) PRIVATE LIMITED
https://w w w.mca.gov.in/bin/dms/getdocument?mds=
Ho1iLUCDsQ%252BKtu7xsoTUyQ%253D%253D&type= ROC Delhi issued an adjudication order dated 30 th April,
open 2024 in the matter of M/s Dornier Group (India) Private
Limited as the beneficial holder and the registered holder
Adjudication order for violation of Section 158 of not declared the status of their interest in the shares
the Companies Act, 2013 read with Companies in the company in terms of Section 89(1) and Section
(Adjudication of Penalties) Rules, 2014 in the 89(2) of the Act. The adjudication authority has imposed
matter of M/s AL-AMEEN MUTUAL BENEFIT NIDHI penalty of `5,00,000 upon the company and `2,00,000
LIMITED each on its 2 directors (officers in default) for said
violation of provisions of Section 89 of the Companies
ROC of Kanpur issued an adjudication order dated 9th Act, 2013.
April, 2024 in the matter of M/s AL-Ameen Mutual
Benefit Nidhi Limited for not mentioning the DIN https://www.mca.gov.in/bin/dms/getdocument?mds=K%252
of the directors in the financial statements filed for BHTn7w8Cj1z4w9RzJzw1Q%253D%253D&type=open

CHARTERED SECRETARY MAY 2024 | 169

 Mail to : [email protected]
Ext. 0120-4082123

170 | MAY 2024 CHARTERED SECRETARY

 BEYOND
7
GOVERNANCE
Case Study Crossword
In order to make the Chartered Secretary Journal A new section ‘Crossword’ containing
(CSJ) more interactive for the members and terminologies/concepts from Companies
students, the Case Study section has been Act, IBC, NCLT and such related areas
introduced from April issue. Each Case Study is of profession is introduced. Members/
followed by question(s) which are to be solved by students are to send the answers of
member(s)/student(s). The answer(s) are to be sent Crossword to [email protected] latest
to [email protected] latest by 25th of each month. by 25th of each month.
The answer(s) will be reviewed by a Panel of — The answer(s) will be published in the
reviewer(s). The winner will be given: next issue of CSJ.

(i) Certificate of Appreciation. — The winners will be selected randomly.

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CHARTERED SECRETARY MAY 2024 | 171

CASE STUDY

Parties to the Dispute: for (i) suspension of the existing Board of Directors
of the group companies with immediate effect (ii)
Mr. X ... Appellant appointment of nominees of the CG in lieu of such
Versus suspended Board of Directors to manage the affairs
of the group companies. The same was ordered by the
Union of India & Others ... Respondents learned Tribunal .
NCLAT confirmed the order of NCLT Bench (hereinafter 2. It was found that the management of companies were
referred to as ‘the learned Tribunal’) dated 01.01.2019 responsible for negligence and incompetence, and had
by which the learned Tribunal allowed the application falsely presented a rosy financial statement.
preferred by the Central Government under Section 130(1)
& (2) of the Companies Act, 2013 (hereinafter referred to 3. The Registrar of Companies also conducted an
as the ‘Companies Act’) and has permitted recasting and enquiry under Section 206 of the Companies Act,
reopening of the accounts for the last five years of three and prima facie concluded that mismanagement and
group companies. compromise in corporate governance norms and risk
management has been perpetuated in these group
The appellant herein claims to be the Vice-President/ companies by indiscriminately raising long term and
Director of these three group companies who has been short terms loans/borrowings through Public Sector
suspended. Banks and financial institutions.
Appeal is filed before Supreme Court against this 4. The investigation was carried out by the Serious Fraud
confirmation order of NCLAT. Investigation Office (hereinafter referred to as ‘the
Facts of the case SFIO’) in exercise of powers under Section 212 of the
Companies Act which submitted an interim report
1. That on 01.10.2018, the Central Government through dated 30.11.2018 to the Central Government placing
the Ministry of Corporate Affairs filed a petition before on record confirming the allegations of CG.
the learned Tribunal under Sections 241 and 242 of the
Companies Act alleging inter alia, mismanagement 5. That thereafter the Union of India through the MCA
by the Board of the three group companies and approached the learned Tribunal under Section
that their affairs were being conducted in a manner 130(1) of the Companies Act seeking permission for
prejudicial to public interest and therefore, praying reopening of the books of accounts and recasting

172 | MAY 2024 CHARTERED SECRETARY

 thereof, including the financial statements of three 4. SFIO constituted under Section 212 of the

CASE STUDY
group companies for the last five years. Act has already commenced a specialized
investigation into the affairs of the group
6. The learned Tribunal issued notices to the Income companies.
Tax Authorities, SEBI, and any other statutory
regulatory body or authority, or other persons 5. Considering the operations the reopening of the
concerned. books of accounts and recasting the financial
statements of the aforesaid three companies is
7. The learned Tribunal vide its Order dated 01.01.2019 very much required and necessary, since the same
allowed the application filed under Section 130 of the shall be in the larger public interest, to find out the
Companies Act, and permitted the said application real truth.
for reopening the books of accounts, and recasting the
financial statements of the aforesaid three companies 6. It is further submitted that, in the present case,
for the last five years. before passing the order under Section 130 of the
Companies Act, notices were issued under the
Submission of the Appellant (suspended director) first proviso to Section 130 of the Companies Act.
It is submitted that none of the authorities had
1. There is no specific finding by the learned Tribunal
objection in reopening of the accounts of these
with respect to the mismanagement by the erstwhile
companies.
Directors.
7. It is submitted that, as observed by the Tribunal
2. As per the amended Section 130 of the Companies
in the impugned order, the erstwhile directors had
Act, before passing the order under Section 130 of the
opposed the application under Section 130 of the
Companies Act, not only the Income Tax Authorities
Companies Act, that after hearing all parties, the
and other authorities were required to be heard,
impugned order has been passed by the learned
even the “other persons concerned”, including the
Tribunal. It is submitted that therefore the impugned
Directors/Ex-Directors of the company were required
order passed by the learned Tribunal cannot be said
to be heard.
to be in violation of the principles of natural justice as
3. Order under Sections 241 and 242 of the alleged.
Companies Act can not be said to be a final
8. Making the above submissions, it is prayed to
order and has been objected and therefore, can
dismiss the present appeal, more particularly,
not be relied to give order under Section 130 of
considering the larger public interest as, in the present
the Act.
case, thousands of crores of the public money is
Submission by Union of India involved.

1. It is submitted that the order passed by the learned Decide the following questions:
Tribunal under Section 130 of the Companies Act is
Q. Whether in the facts and circumstances of the case,
absolutely in the larger public interest and absolutely
can it be said that the order passed by the learned
in consonance with the provisions of Section 130 of
Tribunal is illegal and/or contrary to Section 130 of
the Companies Act.
the Companies Act?
2. In the present case, after having satisfied that there are
Q. Can erstwhile directors of the company make
serious allegations against three group companies,
representation under Section 130 of the Companies
the Department of Economic Affairs took a conscious
Act?
decision to approach the NCLT under Section 242
of the Companies Act to order reconstitution of the Disclaimer: The case study has been framed from
Board of Directors. the facts and figures available in the public domain
with some modifications/assumptions so as to enable
3. A detailed order and considering the material on
members to apply their professional skills to answer
record, and having been prima facie satisfied with
the same and hide the identity of the case. Author is not
respect to the allegations of mismanagement and
to be held liable for any resemblance of the facts and
relating to the affairs of group of companies, the
figures with any case.
learned Tribunal passed an order dated 01.10.2018
suspending the earlier Directors/Board of Directors
of the companies and appointed a new Board of
Directors. Order under Sections 241 and 242 of the Winner of Case Study – April 2024
Companies Act has attained finality inasmuch as the
same is not challenged till date and therefore can be CS Shivam Singhal
considered for the order under Section 130. ACS-41948

CHARTERED SECRETARY MAY 2024 | 173

 BEST ANSWER CASE STUDY APRIL 2024
Query 1: Can the complainant companies 2) The two complainant companies from the SP Group
move an application under Section 244(1)(a) collectively held only about 2% of the total issued
to invoke Sections 241 and 242 or what is the share capital of MN Sons, which is significantly
course available to them for moving such an below the minimum threshold required by
application? Section 244(1)(a) for invoking Sections 241 and
242. To address this shortfall, the complainant
1) Query 1 is based on the applicability of certain companies can file a miscellaneous application
provisions of Section 244 of the Companies under the proviso to sub-section (1) of Section
Act, 2013. Extracts of the Section 244 are as 244. This application seeks a waiver from
follows: the requirements of Section 244(1)(a), which
mandates that only those members who either
“Right to Apply Under section 241. constitute at least 100 members of the company
with share capital, or one-tenth of the total
(1) The following members of a company shall number of its members, or hold at least one-tenth
have the right to apply under section 241, of the company’s issued share capital, are eligible
namely:— to apply.
(a) in the case of a company having a share Query 2: Whether the decision of the Registrar
capital, not less than one hundred of Companies for changing the status of MN
members of the company or not less Sons Limited from being a public company (by
than one-tenth of the total number virtue of end of deeming provisions of Section
of its members, whichever is less, or 43A(1A) of the Companies Act,1956) into a
any member or members holding not private company was legal?
less than onetenth of the issued share
capital of the company, subject to 1) The status of MN Sons was that of a:
the condition that the applicant or
applicants has or have paid all calls a) Private company till 31st January, 1975;
and other sums due on his or their
shares; b) Deemed public company under Section 43A from 01st
February, 1975 till 12th December, 2000;
(b) in the case of a company not having
a share capital, not less than one- c) Company that continued to be a deemed to be
fifth of the total number of its public company from 13th December, 2000 till 11th
September, 2013 by virtue of Section 3(1)(iii) of the
members:
1956 Act as amended by Companies Amendment Act,
Provided that the Tribunal may, on an 2000
application made to it in this behalf, d) Private company w.e.f. 12th September, 2013 within the
waive all or any of the requirements meaning of Section 2(68) of the 2013 Act.
specified in clause (a) or clause (b) so as
to enable the members to apply under 2) We have to see that MN Sons did not become
section 241. a public company by choice; it became one
by operation of law. Therefore, this company
Explanation.—For the purposes of this sub- should not be required to adhere to the stringent
section, where any share or shares are held requirements of Section 14(1) of the 2013 Act.
by two or more persons jointly, they shall be
counted only as one member. 3) MN Sons sought only a simple amendment to
their Certificate of Incorporation, which is not
(2) Where any members of a company are entitled covered by Section 14 of the 2013 Act. Since MN
to make an application under subsection (1), Sons met the criteria outlined in Section 2(68)
any one or more of them having obtained the of the 2013 Act, they applied to the Registrar of
consent in writing of the rest, may make the Companies for an amendment to the certificate.
application on behalf and for the benefit of all The certificate merely recognizes the company’s
of them.” status and does not, in itself, create that status.

174 | MAY 2024 CHARTERED SECRETARY

4) The only provision that remained after 13th 2) The key points to note in the aforementioned
December, 2020, was Section 43A(2A), which provisions are:
persisted until 30th January, 2019, when the entire
1956 Act was repealed. Sub-section (2A) consists a) Section 252 of the 1956 Act applied to
of two aspects. The first is that the concept of a every public company except those that
‘deemed to be public company’ was eliminated became public by virtue of Section 43A,
in 2000. The second aspect involves prescribing indicating that it would not have applied to
certain formalities to address residual issues. MN Sons;
What MN Sons failed to address from 2000 to
2013 was only this second aspect of Sub-section b) In contrast, Section 151 of the 2013 Act applies
(2A). Section 465 of the 2013 Act did not hinder only to listed companies;
this, as Section 43A(2A) remained in effect until
30th January, 2019. Therefore, the procedures c) The proviso to Section 252(1) of the 1956
adopted by MN Sons and the ROC during the Act stipulates that for it to be applicable, a
period when Section 43A(2A) was applicable were public company must have a paid-up capital
entirely appropriate. of Rs. 5 crores or more and at least 1,000 small
shareholders;
5) On the other hand, a company that becomes a
deemed public company by operation of law does d) Conversely, the applicability of Section 151 of
not undergo an irreversible transformation similar the 2013 Act does not depend on either the
to milk turning into curd or yogurt. paid-up capital or the number of shareholders;
and
6) Therefore, the request made by MN Sons and
the action taken by the Registrar of Companies e) The definition of “small shareholders” remains
to amend the Certificate of Incorporation were the same under both statutes.
legal and perfectly in order.
3) Under both the 1956 Act and the 2013 Act, the
Query 3: Whether demand can be made for
right to claim proportionate representation
amendment of AOA to provide for right of
is not statutorily available to minority
proportionate representation on the Board
of any company, be it public or private, being shareholders; it is only available to small
minority shareholder? shareholders, which the SP Group is certainly
not. Thus, the SP group, being minority
1) Query 3 is based on the applicability of certain shareholders, cannot demand an amendment
provisions of Section 252 of the Companies to the Articles of Association to provide for
Act, 1956 and Section 151 of the Companies the right to proportional representation on
Act, 2013. Extracts of the both sections are as the Board.
follows:

Section 252 of the 1956 Act Section 151 of the 2013 Act
252 - Minimum number of directors. A listed company may have one director elected by such
small shareholders in such manner and with such terms
(1) Every public company (other than a public company which
and conditions as may be prescribed.
has become such by virtue of Section 43A), shall have at least
three directors. Explanation.—For the purposes of this section “small
shareholders” means a shareholder holding shares of
Provided that a public company having, -
nominal value of not more than twenty thousand rupees
(a) a paid-up capital of five crore rupees or more; or such other sum as may be prescribed.

(b) one thousand or more small shareholders, may have a

director elected by such small shareholders in the manner as
may be prescribed.

Explanation: For the purposes of this sub-section “small

shareholders” means a shareholder holding shares of nominal
value of twenty thousand rupees or less in a public company
to which this section applies.

CHARTERED SECRETARY MAY 2024 | 175

 CROSSWORD PUZZLE – APRIL 2024 ANSWERS
1a 4b
T W E L V E
2a
T H R E E Y E A R S
R 3b
C
E 5b
A I 2b
F
4a
R E Q U E S T 1b
F O R R E S O L U T I O N P L A N
D I P F
I V 4 T
T E E
E P E
D E N
A R
C 3a
I N C 2 0
C 5a
S P E C I A L R E S O L U T I O N
O N
U T
N
T
S

Winners - Crossword April 2024

1st CS R. Ramnath ACS-6753 2nd CS Riya Aswani ACS-72420

3rd CS Shivali Gupta ACS-30617

First Edition Second Edition

CHARTERED SECRETARY
COLLECTOR'S SERIES
A Compendium of Selected Articles

Available at ICSI E-cart

Link - https://www.icsi.edu/home/icsipublications/

176 | MAY 2024 CHARTERED SECRETARY

 CROSSWORD PUZZLE – COMPANY LAW - MAY 2024
3 4

3 1

ACROSS DOWNWARDS
1. Under The Insolvency and Bankruptcy Code, 2016 1. Under The Insolvency and Bankruptcy Code, 2016,
resolution professional shall examine the application A preference under Section 43 shall be deemed
referred to in section 94 or section 95, as the case may to be given at a relevant time, if it is given to a
be, within _____days of his appointment, and submit related party (other than by reason only of being
a report to the Adjudicating Authority recommending an employee), during the period of ____________
for approval or rejection of the application. years preceding the insolvency commencement
date.
2. Under Companies Act, 2013,
The trustee for depositors shall call a meeting of all 2. Under the Companies Act, 2013, the Companies which
the depositors on- requisition in writing signed by at have borrowed money from banks and public financial
least ______of the depositors in value for the time institutions in excess of fifty crore rupees are required
being outstanding. to establish a _______________ for their directors
and employees to report their genuine concerns or
3. Under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) grievances.
Regulations, 2015 ‘high value _________entity’ shall 3. Under the Securities and Exchange Board of India
undertake Directors and Officers insurance (D and O
(Buy-Back of Securities) Regulations, 2018, The
insurance) for all its independent directors for such
sum assured and for such risks as may be determined offer for buy-back shall remain open for a period of
by its board of directors. _________working days.

4. Under the Insolvency and Bankruptcy Board of India 4. Under the Insolvency and Bankruptcy Board of
(Insolvency Resolution Process for Corporate Persons) India (Liquidation Process) Regulations, 2016.,
Regulations, 2016, The resolution professional shall a secured creditor who has not relinquished his
within _________of the date of issue of the final list security interest under section 52 shall not be part of
under sub-regulation (12) of regulation 36A, issue the ________________.
the information memorandum, evaluation matrix
and a request for resolution plans to every resolution 5. Under the Companies Act, 2013, if the stated
applicant in the final list. minimum amount has not been subscribed and
the sum payable on application is not received
5. Securities and Exchange Board of India (Index within the period specified therein, then the
Providers) Regulations, 2024 shall come into force application money shall be repaid within a period
on the ________________day from the date of their of ____________days from the closure of the
publication in the Official Gazette. issue.

CHARTERED SECRETARY MAY 2024 | 177

BOOK REVIEW

“The Law and Practice Relating to

Company Meetings”
Authored By:
Ramaswami Kalidas
FCS, MBA
Published by: Bloomsbury, New Delhi

The present 3rd edition titled “The Law and Practice relating to Company Meetings” that is presented is very comprehensive book which has
been divided into 6 (Six) Chapters, which covers all the aspects relating to introduction, meetings of shareholders, class meetings, meetings
of the Board and Committee constituted by the Board, Committees of the Board and various relaxation and guidance issued by the Ministry
of Corporate Affairs, SEBI/ICSI in the matter of holding meetings of the Board/General Meetings.
The author has made lots of efforts to make comparison of the requirements of the law under the Companies Act, 2013 and comparison with
the previous Companies Act, 1956 requirements, as well as also covered the various requirements as applicable for the listed entities and
requirements for the Secretarial Standards issued by the Institute of Company Secretaries of India.
The Book also covers the various judgements of the various benches of the National Company Law Tribunal, High Courts, and Supreme
Court and placed at the relevant places for providing further clarity and conformity for better understanding of the requirements for making
necessary compliances.
The Book covers the systematic presentation of the exemptions provided by the Central Government and under the SEBI (LODR) Regulations,
2015 to various types and categories of companies for the requirement of holding meetings of the Board of Directors, Committees of the
Board and General Meetings, specifically in view of the various relaxations that were given which has permitted for holding the Annual
General Meetings and Extra Ordinary General Meetings, Board and Committee meetings through the video conferencing and other audio
video mode within physical presence at the venue of the meetings and interpretation and commentary thereof in a very simple and easy
manner therefore, the professional of corporate law may easily understand the requirements thereof as applicable from time to time and
procedures relating thereto and how to comply with them.
Considerable changes have taken place in the law on the subject which has affected the rules. SEBI has also made significant changes under
the corporate governance mechanism, and all these changes mean that the fraternity of corporate professional specifically the Company
Secretaries whether in employment or in practice need to sharpen their skills to rise the days to come. In the same time the repository
of judicial precedents available on the law keeps increasing by the day thus casting an obligation on the professionals to stay updated the
demands of the challenging situation that a corporate is bound to grapple on the law keeps increasing.
One step ahead the powers of the Registrar of Companies, all over the country has been shifted to the Central Processing Center, the V3
Version of the Forms at the portal of MCA is also based on the Artificial Intelligence, therefore, in case of even minor mistake shall have
heavy cost and burden on the Company, its officer and default as well as the secretarial and statutory auditors.
I observe that the procedures followed by the Company has significant role in case of company petition under Section 241-242 as well in the
corporate restructuring by way of merger, amalgamation, and other matters also.
The Author has very systematically provided the contents for various related issues like voting through the postal ballot process, meetings
need to convene on the requisition of the members, powers of the National Company Law Tribunal to give directions for holding meetings,
procedural aspects for inclusion of various types of resolution and explanatory statements as may be required to be given in the notice of the
General Meetings, etc.
The author has done justice to the subject and covered the generally applicable sections along with the adequate commentary, relevant
circulars, notifications, and has also precisely covered various judgements which provides adequate clarity along with the through
interpretation for the understanding of the readers, professionals, and other concerned persons.
No doubt that the author has immense rich knowledge of the Company Law and various amendments, and clarifications issued therein.
I found all the requirements and procedural part in the book which makes it unique and useful for the corporate, Company Secretaries
and their department executives, Director, Independent Directors, and Key Managerial Persons, Auditors of the companies, shareholders,
creditors, investors, and budding law/CS students, etc. It would be equally beneficial for practitioners, teachers and departmental officers
and National Company law Tribunal as such.
I appreciate that the Author has provided valuable contribution in his third edition with his practical knowledge and experience which
he gained in the Company Law, therefore, this book will be highly insightful for companies, its Directors, which includes professional
and Independent Directors, KMPs, auditors, to analyze their role and make up their mind for further course of action for purpose of
understanding, review and absolute compliance as well as to take future proposed action in compliance with the requirement of law in the
later and spirit.
I wish him all the success for this 3rd edition of the book.

CS (Dr.) D.K. Jain

Member of the Editorial Advisory Board

178 | MAY 2024 CHARTERED SECRETARY

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