{"id":30678,"date":"2020-04-11T16:08:08","date_gmt":"2020-04-11T10:38:08","guid":{"rendered":"https:\/\/enterslice.com\/learning\/?p=30678"},"modified":"2020-11-24T16:37:56","modified_gmt":"2020-11-24T11:07:56","slug":"sebi-guidelines-on-business-responsibility-reporting","status":"publish","type":"post","link":"https:\/\/enterslice.com\/learning\/sebi-guidelines-on-business-responsibility-reporting\/","title":{"rendered":"SEBI Guidelines on Business Responsibility Reporting"},"content":{"rendered":"<p class=\"has-drop-cap\">Every organization should have a framework for governance in an organization. Governance can be understood as the relationship between the internal components and the external components of the business. <strong>Governance plays a crucial role, as it directly affects the goodwill of the organization. Therefore every company must make sure to have a good governance system in place<\/strong>. However, it is not enough to have a governance system in an organization. The governance system of an organization should also be accompanied by internal controls and a proper policy of monitoring. Monitoring can be done internally and externally. Apart from internal monitoring, there is a requirement to compulsory adopt the policy regarding external monitoring and reporting. <\/p>\n\n\n\n<p><\/p><div class=\"shadow1\"><strong>In India, the institution governing securities and listing in stock exchanges is the Securities Exchange Board of India (SEBI).&nbsp; This is the primary institution that monitors the policy regarding listing done by companies in stock exchanges.&nbsp; SEBI also overlooks the scenario that every business submits a Business Responsibility Report.<\/strong><\/div>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>What is the Business Responsibility Report (BRR)?<\/strong><\/h2>\n\n\n\n<p>In <strong>2011 there was a discussion headed by the\nMinistry of Corporate Affairs (MCA) on certain requirements such as the\nNational Voluntary Guidelines on the Social, Economic, and Environmental\naspects which corporate has to take into consideration<\/strong>. With this\nconsultation, the Government of India considered that certain responsibilities\nhave to be adopted by companies voluntarily. In the consultation, some of the\nmain considerations of companies were related to the social responsibility of\norganizations.&nbsp; <\/p>\n\n\n\n<p>This was considered by the monitoring agency, <strong><em><a href=\"https:\/\/www.sebi.gov.in\/\">SEBI<\/a><\/em><\/strong>, to come up with certain guidelines regarding the reporting standards of the business. &nbsp;<strong>SEBI took a view of the continuous failures of the governance mechanism of Indian corporate in spite of having stringent regulations<\/strong>. Because of this, the SEBI brought out the system of <strong>Business Responsibility Reporting (BRR)<\/strong>. Companies have to submit a business responsibility report as per the requirement of the SEBI. However, this was only limited to the companies that were listed in a recognized stock exchange. Apart from this, the overall picture of the Business Responsibility Report is for effective compliance for corporate governance norms of listed entities.<\/p>\n\n\n\n<p>The Business\nResponsibility Report, which was required to be submitted by companies, had to\nbe approved and implemented in a phased manner. In order to avoid confusions\nregarding the division, the SEBI had divided the requirement into two stages.\nThese stages, also called phases are as follows: <\/p>\n\n\n\n<div class=\"read\"><p><b>Also, Read:<\/b> <mark><a href=\"https:\/\/enterslice.com\/learning\/corporate-social-responsibility-companies-act-2013\/\" target=\"_blank\" rel=\"noopener noreferrer\">Corporate Social Responsibility under Companies Act 2013<\/a><\/mark>.<\/p><\/div>\n\n\n\n<p><strong>Stage I-<\/strong> In this phase, the SEBI had considered the requirement of mandatory submitting a Business Responsibility Report. The requirement of submitting the business responsibility report was only for the top 100 listed Entities.&nbsp; This was included in the <strong>SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI LODR Regulations.<\/strong> In the above Act, under Regulation 34(2) f &ndash; <strong>the top 100 entities must include the Business Responsibility Report in their Annual Report as per the prescribed format.<\/strong><\/p>\n\n\n\n<p><strong>Stage- II-<\/strong> In this\nphase, the extension of the Business responsibility reporting was on the <a class=\"glossaryLink\"  aria-describedby=\"tt\"  data-cmtooltip=\"&lt;div class=glossaryItemTitle&gt;Basis&lt;\/div&gt;&lt;div class=glossaryItemBody&gt;In finance, the &amp;quot;basis&amp;quot; is a term with several applications, including representing the difference between the spot price and the future contract price of an asset, which is vital in investment(...)&lt;\/div&gt;\"  href=\"https:\/\/enterslice.com\/learning\/terms\/basis\/\"  data-gt-translate-attributes='[{\"attribute\":\"data-cmtooltip\", \"format\":\"html\"}]'>basis<\/a>\nof the <strong><a class=\"glossaryLink\"  aria-describedby=\"tt\"  data-cmtooltip=\"&lt;div class=glossaryItemTitle&gt;Market&lt;\/div&gt;&lt;div class=glossaryItemBody&gt;A market is a structured environment, either physical or virtual, where buyers and sellers convene to trade goods and services. This trading hub operates based on the principles of supply and(...)&lt;\/div&gt;\"  href=\"https:\/\/enterslice.com\/learning\/terms\/market\/\"  data-gt-translate-attributes='[{\"attribute\":\"data-cmtooltip\", \"format\":\"html\"}]'>Market<\/a> Capitalisation of the top\n500 listed entities<\/strong>. This phase was brought out in the year 2016.<\/p>\n\n\n\n<p>Apart from the\nabove two phases as mandated by SEBI, there were many such notifications and\nregulations brought about to improve the requirement of a company when\nsubmitting the business responsibility report.&nbsp;\nThese notifications were introduced and have an effect now.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>Principles Related to the Business Responsibility Report<\/strong><\/h2>\n\n\n\n<p><em>A Business Responsibility Report must portray the following core elements:<\/em><\/p>\n\n\n\n<ul><li><strong>Ethics, Transparency, and Accountability-<\/strong> From a broad perspective, an entity must portray all the values of\nbeing ethical. Besides this, the departments and organizations must be\ntransparent and accountable for their actions.<\/li><li><strong>Services\/ Product Sustainability-<\/strong>\nThe business entity should ensure that the goods and services provided by it\nare sustainable in the long run.<\/li><li><strong>Employee Development and Well Being-<\/strong>\nThe business entity must act in a way to carry out the interests of the\nemployees.<\/li><li><strong>Stakeholder Development-<\/strong> Without\nstakeholders in a business, there would be no business. Therefore the stakeholder&rsquo;s\ninterest plays a crucial role in the development of the company. <\/li><li><strong>Human Rights-<\/strong> Human Rights have to\nbe enshrined in the values of the organization. <\/li><li><strong>Environment and Public Advocacy-<\/strong>\nSustainable development should be promoted at a national level and regional\nlevel. Through a business can engage itself more in environmental development\nactivities. <\/li><li><strong>Customer Value-<\/strong> Companies should\nunderstand the importance a customer plays in the development of the business.&nbsp; <\/li><li><strong>Equality and Inclusive Development-<\/strong> Promotion\nof equality would come under the requirement of the Business Responsibility\nReport.<\/li><\/ul>\n\n\n\n<p>Through the\nabove principles, a business can effectively contribute to society. The values\nand principles of business responsibility reports have been incorporated in the\nSEBI format of the business responsibility report.<\/p>\n\n\n\n<h3 class=\"wp-block-heading\"><strong>Previous Amendments regarding the Business Responsibility\nReport <\/strong><\/h3>\n\n\n\n<ul><li>22 December 2015-This was a significant change in the regulation regarding the SEBI LODR.\nThe main change in this notification was the requirement of the top 500 listed\ncompanies based on market capitalization to have Business responsibility\nreporting mandatorily.<\/li><li>25 May 2016- SEBI brought out some necessary changes for the requirement of\nBusiness responsibility reporting that was carried out by a company. <\/li><li>08 July 2016- This <a class=\"glossaryLink\"  aria-describedby=\"tt\"  data-cmtooltip=\"&lt;div class=glossaryItemTitle&gt;Amendment&lt;\/div&gt;&lt;div class=glossaryItemBody&gt;An &amp;quot;amendment&amp;quot; refers to the formal change or correction of a legal document, often involving additions, variations, or deletions to address irregularities or clarify points in an agreement.(...)&lt;\/div&gt;\"  href=\"https:\/\/enterslice.com\/learning\/terms\/amendment\/\"  data-gt-translate-attributes='[{\"attribute\":\"data-cmtooltip\", \"format\":\"html\"}]'>amendment<\/a> brought out the need for proper dividend\ndistribution with certain parameters. <\/li><li>04 January 2017- In this amendment, there was a requirement that no director or\n<a class=\"glossaryLink\"  aria-describedby=\"tt\"  data-cmtooltip=\"&lt;div class=glossaryItemTitle&gt;Shareholder&lt;\/div&gt;&lt;div class=glossaryItemBody&gt;A shareholder is an individual or entity that owns at least one share of a company&amp;#039;s stock, granting them partial ownership of the company. This status allows them certain rights, including(...)&lt;\/div&gt;\"  href=\"https:\/\/enterslice.com\/learning\/terms\/shareholder\/\"  data-gt-translate-attributes='[{\"attribute\":\"data-cmtooltip\", \"format\":\"html\"}]'>shareholder<\/a> of a listed entity will enter into any agreement for dealing with\nsecurities of the listed entity. <\/li><li>09 May 2018- This amendment brought out many changes; however, the crucial change\nwas the requirement of Non- Executive Directors in a listed entity. <\/li><\/ul>\n\n\n\n<p>From the above amendments,\nit is clear that there are provisions related to the framework regarding the\nmanagement and governance of an organization. Therefore corporate governance reporting\nis one of the central and mandatory provisions of the Business Responsibility\nReport. For effective implementation of the above provisions, companies are\ngiven 90 days.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>Features of the SEBI LODR Regulation <\/strong><\/h2>\n\n\n\n<p>Since the SEBI\nhas brought out various amendments regarding listing regulations and reporting\nstandards of listed entities, there would be effective harmonization of the\nprevious and present regulations related to listed companies. The features of\nthe SEBI LODR regulations are as follows:<\/p>\n\n\n\n<ul><li>Companies have to comply under\nthe SEBI LODR Regulations. These regulations would only apply in respect of a\nlisted entity. A listed entity means that its securities (shares and\ndebentures) are present or listed in a recognized stock exchange. The stock\nexchange would manage the securities of the listed entity. <\/li><li>While framing the SEBI LODR\nRegulations, the government has consulted various international regulations\nregarding the management of securities. One such institution is the <strong>International Organisation of Securities\nCommissions (IOSCO).<\/strong> Specific values have been considered from this\ninstitution and incorporated in the LODR regulation.<\/li><li>Corporate governance values are\nin line with the governance requirements of the <strong>Organisation of Economic Corporation and Development (OECD).<\/strong><\/li><li>If there is any confusion\nregarding how the regulations apply, then one can consult the values\nestablished by international institutions.<\/li><li>Under these regulations, all\nlisted entities have to comply according to the requirement of the SEBI laws.\nThe requirement of providing a report and electronic filing are some of the\ncompliances.<\/li><li>The regulations apply to all\nsecurities.<\/li><li>Under these regulations<strong>, stock exchanges are given independence in\nmonitoring the compliance provisions for listed entities<\/strong>. There are strict\npenalties imposed on listed entities for non-compliance with the rules. <\/li><li>Specific requirements have to\nbe mentioned on a website of the listed entity. Some of the provisions are as\nfollows- such as the listing agreement or price-sensitive information.<\/li><li><strong>Some of the regulations have been incorporated and harmonized with\nthe provisions of the Companies Act 2013<\/strong>. There are\nprovisions of the SEBI LODR regulation in the Companies Act. Consider the\nrequirement of having independent directors in a company. Some of these\nrequirements come in line with the provisions of the LODR. Similarly, under the\nCompanies Act 2013, a company\/ listed entity is mandatorily required to have a <strong>Corporate Social Responsibility (CSR)\nCommittee. <\/strong>This committee is supposed to implement CSR activities in the\norganization. While submitting the Annual Report, the report must mention\nwhether the company has spent some income on CSR activities. If there is no\ncompliance regarding the provisions of CSR, then there are penalties. In light\nof the above, it can be noticed that the LODR regulations have been harmonized\nwith the Companies Act. The business responsibility report is supposed to have\ncertain activities that come under the purview of social responsibilities. <\/li><li>Apart from this, there is also\na requirement of the entity which wants its securities to be listed on the\nrecognized exchange to enter into the listing agreement.<\/li><\/ul>\n\n\n\n<p>The above\nregulations show that entities must not only be compliant with domestic\nprinciples regarding listing and governance but also in line with international\nprinciples of listing.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>Recent Amendment for SEBI LODR Regulation<\/strong><\/h2>\n\n\n\n<p><strong>In 2019, SEBI had increased the limit from 500\ncompanies to 1000 companies.&nbsp; Due to this\nnotification, the top 1000 companies that are listed in recognized stock\nexchanges have to mandatory publish in their annual report, the Business\nResponsibility Report (BRR).<\/strong>&nbsp; This was brought for transparency in an\norganization. The objectives of the organization must be in line with that of\nthe stakeholders of the business. Companies have to be more socially\nresponsible to their stakeholders.&nbsp; The\nmain requirement for carrying out the business responsibility report is for\ncompanies to balance their priorities. By submitting the business\nresponsibility report in the annual report, monitoring institutions such as the\nSEBI would have information on companies that have complied with the LODR\nregulations.<\/p>\n\n\n\n<h2 class=\"wp-block-heading\"><strong>Format of the BRR<\/strong><\/h2>\n\n\n\n<p>The BRR has\nfive sections:<\/p>\n\n\n\n<ol><li>General Information of the\nCompany- This will include company formation\ndetails.<\/li><li>Financial Information of the\nCompany- Information such as capital and turnover of\nthe business will be present.<\/li><li>Other information- Specific information if the company has subsidiaries and associate\ncompanies.<\/li><li>Business Report Information- Specific information regarding the director of the company and the\nprinciples of Business Reporting.<\/li><li>Principle Wise Performance- This part of the Business responsibility report will indicate\nwhether the compliances and reporting standards have been according to the\nprinciples stated in Business Responsibility Reporting.<\/li><li>Apart from this, there are\nAnnexure attached to the form, which contains the principles regarding BRR.<\/li><\/ol>\n\n\n\n<p>Whenever a\ncompany submits its annual report, it must fill in the information regarding\nthe compliance with the Business Responsibility Report. In case there is\nnon-compliance with the provisions of the Business Responsibility Report, then\nthere are separate penalties under specific regulations. <\/p>\n\n\n\n<h3 class=\"wp-block-heading\"><strong>Conclusion<\/strong><\/h3>\n\n\n\n<p>Every organization\nrequires corporate governance. Having a proper governance framework would\nprovide transparency and clarity in the dealings of the organization. It would\nimprove the relationship between the shareholders, stakeholders, and the\nemployees of an organization. However, without proper monitoring and reporting\nstandards, such governance frameworks cannot be maintained. <strong>The MCA has brought out listing regulations\nthat have been regulated by SEBI. SEBI has made certain amendments regarding\nthese regulations, including the change regarding increasing the number of\nlisted entities from 500 to 1000. These entities are required to submit a\nbusiness responsibility report with the annual return.<\/strong>&nbsp; Through the BRR, the monitoring body will\nknow if the business is compliant with the necessary provisions by listed\nentities. By submitting such a report, a listed entity will be not only\ncompliant with reporting, but also compliant with the rules related to\ncorporate governance.<\/p>\n\n\n\n<div class=\"read\"><p><b>More on SEBI:<\/b> <mark><a href=\"https:\/\/enterslice.com\/learning\/compliance-report-on-corporate-governance\/\" target=\"_blank\" rel=\"noopener noreferrer\">SEBI&rsquo;s Latest Format for Compliance Report on Corporate Governance<\/a><\/mark>.<\/p><\/div>\n","protected":false},"excerpt":{"rendered":"<p>Every organization should have a framework for governance in an organization. Governance can be understood as the relationship between the internal components and the external components of the business. Governance plays a crucial role, as it directly affects the goodwill of the organization. Therefore every company must make sure to have a good governance system [&hellip;]<\/p>\n","protected":false},"author":37,"featured_media":30681,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":[],"categories":[1329,2828],"tags":[2893],"acf":{"service_id":"215"},"yoast_head":"<!-- This site is optimized with the Yoast SEO plugin v14.6.1 - https:\/\/yoast.com\/wordpress\/plugins\/seo\/ -->\n<title>SEBI Guidelines on Business Responsibility Reporting - Enterslice<\/title>\n<meta name=\"description\" content=\"SEBI also overlooks the scenario that every business submits a Business Responsibility Report. 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He has a Masters in Commercial and Corporate Law from the Queen Mary University of London and LLB Honours from Bangor University, UK.  He specialises in law related to corporate, artificial intelligence and technology law.","postViews":499,"readingTime":7,"nextPost":{"id":30687,"slug":"the-concept-of-valuation-by-registered-valuers-under-ibbi"},"prevPost":{"id":30667,"slug":"all-about-intellectual-property-rights"},"featuredMediaUrl":"https:\/\/enterslice.com\/learning\/wp-content\/uploads\/2020\/04\/SEBI-Guidelines-on-Business-Responsibility-Reporting.jpg","postTerms":"Finance Business","_links":{"self":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/30678"}],"collection":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/users\/37"}],"replies":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/comments?post=30678"}],"version-history":[{"count":0,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/posts\/30678\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media\/30681"}],"wp:attachment":[{"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/media?parent=30678"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/categories?post=30678"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/enterslice.com\/learning\/wp-json\/wp\/v2\/tags?post=30678"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}