ENVIRONMENTAL, SOCIAL, AND GOVERNANCE INTEGRATION IN INDIAN COMPANY LAW: THE EVOLUTION FROM DISCLOSURE TO SUBSTANTIVE CORPORATE ACCOUNTABILITY
AUTHORS – ANDREW PAUL R, MEGHNA DAS & ABHIJITH M,
LL.M STUDENTS AT DEPARTMENT OF LAW, CENTRAL UNIVERSITY OF TAMIL NADU, THIRUVARUR.
BEST CITATION – ANDREW PAUL R, MEGHNA DAS & ABHIJITH M, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE INTEGRATION IN INDIAN COMPANY LAW: THE EVOLUTION FROM DISCLOSURE TO SUBSTANTIVE CORPORATE ACCOUNTABILITY, INDIAN JOURNAL OF LEGAL REVIEW (IJLR), 5 (14) OF 2025, PG. 263-273, APIS – 3920 – 0001 & ISSN – 2583-2344.
The integration of Environmental, Social, and Governance (ESG) considerations into corporate governance represents a paradigmatic shift in how companies operationalize their fiduciary obligations. India’s approach to ESG, anchored in the Companies Act, 2013, coupled with the Securities and Exchange Board of India’s (SEBI) Business Responsibility and Sustainability Reporting (BRSR) framework, reflects an emerging jurisprudence that transcends mere philanthropic charity or regulatory compliance. This paper examines the legal architecture of ESG in Indian company law through three distinct dimensions: (i) the statutory embedding of ESG within directors’ fiduciary duties; (ii) the interpretive role of the Indian judiciary in expanding corporate accountability; and (iii) the tension between disclosure-based enforcement and substantive operational accountability. Through critical analysis of landmark judicial decisions particularly Vanashakti v. Union of India (2025), M.K. Ranjitsinh v. Union of India (2021), and evolving interpretations of section 166 of the Companies Act this paper argues that India stands at a crossroads between formalistic ESG compliance and genuine stakeholder accountability, requiring legislative refinement and institutional strengthening to bridge the enforcement gap that currently characterizes the BRSR framework.
Keywords: Environmental Social Governance (ESG), Greenwashing, Business Response Sustainability Reporting (BRSR), Taskforce for Climate related Financial Disclosure (TCFD), Corporate Sustainability Reporting Directive (CSRD)