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NCLT Scheme / SEBI LODR

NCLT Scheme and LODR: Business Responsibility Report

The transferee’s BRSR must cover the combined entity’s ESG performance, including the transferor’s operations for the pre-merger period. The data collection and the assurance should be planned before the first post-scheme reporting cycle.

29 Oct 20262 min read

The BRSR Applicability

The top 1,000 listed entities by market capitalisation must file the Business Responsibility and Sustainability Report under Regulation 34(2)(f) of LODR. After a scheme, the transferee’s market capitalisation may change, and its BRSR applicability should be re-tested. A transferee that falls within the top 1,000 must file the BRSR for the first full financial year after the scheme.

The Data Integration

The BRSR requires data on the entity’s operations, including the transferor’s pre-merger operations for the part of the year before the effective date. The transferee must collect the transferor’s data on emissions, energy, water, waste, employee benefits, and community engagement. A data gap can lead to an incomplete or qualified BRSR.

The Assurance

The BRSR’s sustainability data may require assurance under the SEBI’s assurance framework. The transferee should engage an assurance provider early and ensure that the transferor’s data is available for the assurance exercise.

The Governance

The BRSR requires disclosures on the board’s oversight of ESG matters, the committee responsible, and the stakeholder engagement. The transferee’s governance architecture should be updated to reflect the combined entity’s ESG responsibilities.

Call to Action: For post-scheme BRSR preparation, ESG data integration, or assurance coordination, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.

Compliance GuideNCLT scheme business responsibility reportBRSR schemebusiness responsibility mergerESG report schemeBRSR post mergerscheme sustainability disclosureAnuj Desai Associates BRSR scheme
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