An integrated report is a concise communication about how an organization’s strategy, governance, performance and prospects, in the context of its external environment, lead to the creation of value over the short, medium and long term. The primary purpose of an integrated report is to explain to providers of financial capital how an organization creates value over time.[1]The Securities Exchange Board of India has issued this circular in exercise of the powers conferred under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. The key principles which are required to be reported by the entities pertain to areas such as environment, governance, stakeholder’s relationships, etc.

Circular No-SEBI/HO/CFD/CMD/CIR/P/2017/10-SEBI

Business Responsibility Report is a disclosure of adoption of responsible business practices by a listed company to all its stakeholders. This report contains a standardized format for companies to report the actions undertaken by them towards adoption of responsible business practices. The disclosure is important as these companies have accessed funds from the public, have an element of public interest involved, and are obligated to make exhaustive disclosures on a regular basis.

The Securities Exchange Board of India on February 6, 2017 vide Circular No-SEBI/HO/CFD/CMD/CIR/P/2017/10-SEBI,[2] has mandated the requirement of submission of Business Responsibility Report (hereinafter referred to as ‘BRR’) for top 500 listed entities (hereinafter known as “Entities”) under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR"). This Circular encourages the Entities to use Integrated Reporting as a framework to improve the quality and relevance of the information.

The object of an Integrated Report is to provide a concise communication about how an organization’s strategy, governance, performance and prospects create value over time. The integrated reporting will help the shareholders and interested stakeholders in making investment decisions.

The International Integrated Reporting Council (hereinafter known as ‘IIRC’) has prescribed Guiding Principles for the preparation of an integrated report.[3] The Integrated Report should:

  1. Provide an insight into the organization’s strategy and should be future oriented.
  2. Provide an insight of the organization’s relationships with its key stakeholders.
  3. Show a holistic picture of the combination, interrelatedness and dependencies between the factors that affect the organization’s ability to create value over time.
  4. Disclose information which substantively affect the organization’s ability to create value over the short, medium and long term.s
  5. Be concise.
  6. Be reliable and complete.
  7. Be presented-
  1. On a basis that is consistent over time; and
  2. In a way that enables comparison with other organizations.

The Circular prescribes that entities should disclose all forms of capital in the Integrated Report so as to enable the Stakeholders in making informed investment decisions. IIRC has categorized the forms of capital as financial, manufactured, intellectual, human, and social and relationships and natural capital.

The Circular advises the entities to adhere to the following -

  1. Integrated Reporting may be adopted on a voluntary basis from the financial year 2017-18 by top 500 companies.
  2. The information related to Integrated Reporting may be provided in the annual report separately or by incorporating in Management Discussion & Analysis or by preparing a separate report (annual report prepared as per IR framework).
  3. In case the company has already provided the relevant information in any other report prepared in accordance with national/international requirement / framework, it may provide appropriate reference to the same in its Integrated Report so as to avoid duplication of information.
  4. The companies may host the Integrated Report on their website and provide appropriate reference to the same in their Annual Report.

Observations

The Listed Companies have access to funds from the public, they have an element of public interest involved and are therefore obligated to give disclosure to its shareholders and key stakeholders on a regular basis. This Circular has initiated a process by which the Entities integrate reporting with its business decisions.

Securities Exchange Board of India with its continuous effort to protect the interest of the public has asked top 500 listed entities to voluntarily adopt the integrated reporting framework from next financial year. It will be interesting to see how Entities adopt and implement the reporting framework, although SEBI has given a period of 1 year to implement such reporting framework.