India's obligations under international climate law may increasingly require domestic regulation of corporate conduct to address climate change. A recent academic analysis published in the IndiaCorpLaw Symposium on Corporate Law and Climate Change argues that India's Companies Act, 2013 could serve as an important legal mechanism for implementing these obligations.
The discussion is rooted in the International Court of Justice's (ICJ) landmark Advisory Opinion of July 2025, which clarified that States have a customary international law duty to prevent significant harm to the climate system. Importantly, the ICJ emphasized that this obligation extends beyond governmental action and includes a responsibility to regulate the conduct of private actors operating within a State's jurisdiction.
For India, which follows a dualist approach to international law, international obligations generally require incorporation through domestic legislation or judicial interpretation before they become enforceable. The analysis therefore examines whether existing provisions of the Companies Act, 2013 can be interpreted to align with India's emerging climate responsibilities.
Particular attention is given to Section 166 of the Companies Act, which codifies directors' duties. Section 166(2) requires directors to act in good faith for the benefit of stakeholders, including the community and the protection of the environment. According to the authors, this provision reflects a stakeholder-oriented model of corporate governance that could support climate-conscious decision-making by company boards.
The article further highlights Section 166(3), which requires directors to exercise due care, skill, and diligence. Given the growing recognition of climate-related risks as foreseeable business risks, the authors argue that directors may increasingly be expected to consider climate impacts as part of their fiduciary responsibilities.
The analysis also references the Supreme Court's climate jurisprudence, particularly the M.K. Ranjitsinh decision, which recognized the significance of India's international climate commitments and underscored the constitutional dimensions of climate protection.
However, the article acknowledges significant challenges. Indian corporate governance remains heavily influenced by shareholder primacy, climate obligations remain underdeveloped in judicial interpretation, and existing ESG requirements focus largely on disclosure rather than substantive climate governance.
The authors note that the Parliamentary Standing Committee on Finance previously recommended amendments to the Companies Act to explicitly incorporate Environmental, Social and Governance (ESG) responsibilities within directors' duties. Although the Government maintained that existing provisions are sufficient, the Committee reiterated that disclosure-based regulation alone may not adequately address climate-related governance concerns.
The article concludes that India can operationalize its international climate obligations through two parallel pathways: judicial interpretation of existing corporate law provisions and legislative reform to expressly integrate climate governance obligations into company law. Such reforms, the authors contend, would strengthen India's compliance with evolving international climate norms while enhancing corporate accountability for climate-related risks.