MASTER CIRCULAR
SEBI/HO/DDHS/DDHS-POD3/P/CIR/2024/47 May 16, 2024
To,
All Registered Credit Rating Agencies,
All Registered Debenture Trustees,
Issuers who have listed and/or propose to list Non-Convertible Securities, Securitized
Debt Instruments, Security Receipts, Municipal Debt Securities or Commercial Paper
Recognized Stock Exchanges,
All Depositories registered with SEBI
Dear Sir / Madam,
Subject: Master Circular for Credit Rating Agencies
I. Securities and Exchange Board of India (Credit Rating Agencies) Regulations,
1999 (“CRA Regulations”) prescribes guidelines for registration of Credit Rating
Agencies (CRAs), general obligations of CRAs, manner of inspection and
investigation and code of conduct applicable on CRAs. Multiple circulars have
been issued, over the years, covering the operational and procedural aspects
thereof.
II. In order to enable the industry and other users to have access to all the applicable
circulars/ directions at one place, Master Circular for CRAs has been prepared.
III. This Master Circular is a compilation of the existing circulars as on May 16, 2024,
with consequent changes. The stipulations contained in these circulars have been
detailed chapter-wise in this master circular. Accordingly, the list of existing
circulars for CRAs which have been superseded by this master Circular is placed
at Annexure A.
IV. Notwithstanding such rescission-
a. anything done or any action taken or purported to have been done or taken
under the rescinded circulars, prior to such rescission, shall be deemed to
have been done or taken under the corresponding provisions of this Master
Circular;
b. any application made to the Board under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under
the corresponding provisions of these regulations;
V. This circular is issued in exercise of the powers conferred by Section 11 (1) of
Securities and Exchange Board of India Act, 1992 read with the provisions of
Regulation 20 of Securities and Exchange Board of India (Credit Rating Agencies)
Regulations, 1999, to protect the interest of investors in securities and to promote
the development of, and to regulate, the securities market.
VI. This issues with the approval of the Competent Authority.
Yours faithfully,
Sarika Kataria
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.022-2644-9411
Email ID - sarikak@sebi.gov.in
Table of Contents
Chapter I : REGISTRATION REQUIREMENTS .................................................................... 5
Online Registration Mechanism for Securities Market Intermediaries ............................................... 5
Grant of Prior approval for change in control to CRAs ........................................................................ 5
Transfer of business by SEBI registered intermediaries to other legal entity ...................................... 6
Guideline for CRAs on Suspension, Cancellation or Surrender of Certificate of Registration: ............ 7
Chapter II : RATING OPERATIONS ................................................................................... 11
Rating Scale, Rating Symbols and Definitions .................................................................................... 11
Operations Manual/ Internal governing document ........................................................................... 13
Rating Criteria .................................................................................................................................... 14
Rating Process .................................................................................................................................... 15
Monitoring and Review of Ratings ..................................................................................................... 17
Rating Press Release ........................................................................................................................ 19
Policy in respect of non-co-operation by the issuer ........................................................................ 22
Withdrawal of ratings ...................................................................................................................... 25
Provisional Rating by CRAs ............................................................................................................... 27
Ratings having Explicit Credit Enhancement feature ....................................................................... 30
Post Default Curing Period ............................................................................................................... 32
Functioning and Evaluation of Rating Committees/Sub-Committees ............................................. 32
Request by Issuers for review/appeal of ratings provided by CRAs. ............................................... 34
Rating Agreement between the Issuer and the CRA ....................................................................... 34
Governance Norms of CRAs ............................................................................................................. 36
Accountability of Rating Analysts of CRAs ....................................................................................... 36
Dealing with Conflict of interest ...................................................................................................... 36
Unsolicited Credit Ratings ................................................................................................................ 39
Sharing of information regarding issuer companies between Debenture Trustees and CRAs ........ 39
Mechanism for Sharing of Information by Credit Rating Agencies (CRAs) to Debenture Trustees
(DTs) ....................................................................................................................................................... 40
Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment)
Regulations, 2018: .................................................................................................................................. 40
Chapter III : REPORTING AND DISCLOSURES ................................................................ 42
Probability of Default Benchmark .................................................................................................... 42
Page 3 of 105
Periodic Disclosures ......................................................................................................................... 44
Continuous Disclosures, Reporting and Timelines ........................................................................... 50
Periodical report to be submitted to SEBI: ...................................................................................... 54
Other Continuous Disclosures: ......................................................................................................... 54
Guidelines on manner of disclosures by CRAs on its website: ......................................................... 55
Chapter IV : INTERNAL AUDIT FOR CRAs ....................................................................... 56
Internal Audit for CRAs:.................................................................................................................... 56
Requirements related to Internal Audit of CRAs: ............................................................................ 56
Chapter V : MISCELLANEOUS .......................................................................................... 60
Designated e-mail ID for regulatory communication with SEBI: ...................................................... 60
Information regarding Grievance Redressal Mechanism: For information of all investors who deal/
invest/ transact in the market, it has now been decided that the information as provided below shall
be prominently displayed in the offices of the CRAs: ............................................................................ 60
Guidelines on Outsourcing of Activities by CRAs ............................................................................. 61
General Guidelines for dealing with Conflicts of Interest of CRAs and their Associated Persons in
Securities Market: .................................................................................................................................. 61
Standardization of industry classification- Applicability to CRAs ..................................................... 63
Firewall between CRAs and their Affiliates: ..................................................................................... 63
Annexures ........................................................................................................................... 67
Page 4 of 105
Chapter I : REGISTRATION REQUIREMENTS
Online Registration Mechanism for Securities Market Intermediaries
1.1. SEBI has operationalized SEBI Intermediary Portal (https://siportal.sebi.gov.in) for
the intermediaries, inter alia for CRAs, to submit all the registration applications
online. The SEBI Intermediary Portal shall include online application for registration,
processing of application, grant of final registration, application for surrender /
cancellation, submission of periodical reports, requests for change of name/ address/
other details, etc., Link for SEBI Intermediary Portal is also available on SEBI website
– www.sebi.gov.in.
1.2. All applications for registration/ surrender/other requests will be made through SEBI
Intermediary Portal only. The applicants will be separately required to submit relevant
documents viz. declarations/ undertakings required as a part of application forms
prescribed in relevant regulations, in physical form, only for records without impacting
the online processing of applications for registration.
1.3. In case of any queries and clarifications with regard to the SEBI Intermediary Portal,
intermediaries may contact on 022-26449364 or may write at portalhelp@sebi.gov.in.
Grant of Prior approval for change in control to CRAs
2.1. All registered CRAs are required to obtain prior approval of SEBI in case of change
in control.
2.2. In case a CRA holds multiple registrations with SEBI, it shall make only one
application to SEBI addressed to "Chief General Manager, DDHS, SEBI"
accompanied by the following information about itself, the acquirer and the directors/
partners of the acquirer:
Page 5 of 105
2.2.1. Whether any application was made in the past to SEBI seeking registration in
any capacity but it was not granted? If yes, details thereof.
2.2.2. Whether any action has been initiated / taken under SCRA/SEBI Act or rules
and regulations made thereunder? If yes, status thereof along with corrective
action taken to avoid such violations in the future. The acquirer shall also
confirm that it shall honour all past liabilities / obligations of the applicant, if any.
2.2.3. Whether any investor complaint is pending? If yes, steps taken and
confirmation that the acquirer shall resolve the same.
2.2.4. Details of litigation, if any.
2.2.5. That all the fees due to SEBI have been paid.
2.2.6. That there will not be any change in the Board of Directors of incumbent, till the
time prior approval is granted.
2.2.7. That the incumbent shall inform all its existing investors / clients in order to
enable them to take informed decision regarding their continuance or otherwise
with the entity with new management.
2.3. The prior approval granted by SEBI shall be valid for a period of 180 days from the
date of communication.
Transfer of business by SEBI registered intermediaries to other legal entity
3.1. SEBI has been receiving registration applications pursuant to transfer of business
(SEBI regulated business activity) from one legal entity which is a SEBI registered
Intermediary (transferor) to other legal entity (transferee). In this regard, following is
clarified:
3.1.1. The transferee shall obtain fresh registration from SEBI in the same capacity
before the transfer of business if it is not registered with SEBI in the same
capacity. SEBI shall issue new registration number to transferee different from
transferor’s registration number in the following scenario:
3.1.1.1. “Business is transferred through regulatory process (pursuant to
merger / amalgamation / corporate restructuring by way of order of
primary regulator /govt / NCLT, etc.) or non-regulatory process (as per
Page 6 of 105
private agreement /MOU pursuant to commercial dealing / private
arrangement) irrespective of transferor continues to exist or ceases to
exist after the said transfer.
3.1.2. In case of change in control pursuant to both regulatory process and non-
regulatory process, prior approval and fresh registration shall be obtained.
While granting fresh registration to same legal entity pursuant to change in
control, same registration number shall be retained.
3.1.3. If the transferor ceases to exist, its certificate of registration shall be
surrendered.
3.1.4. In case of complete transfer of business by transferor, it shall surrender its
certificate of registration.
3.1.5. In case of partial transfer of business by transferor, it can continue to hold
certificate of registration.
Guideline for CRAs on Suspension, Cancellation or Surrender of Certificate of
Registration:
4.1. In order to facilitate orderly migration of credit ratings of listed or proposed to be listed,
non-convertible securities, securitized debt instruments, security receipts, municipal
debt securities or commercial paper, and other regulated products pursuant to
cancellation, suspension, or surrender of certificate of registration of a CRA to another
SEBI-registered CRA, the following are hereby prescribed, subject to the
requirements of corresponding cancellation or suspension order(s) passed by SEBI
(“the Order”), if any:
4.1.1. On and from the date of the Order, or the date of submission of request for
surrender of certificate of registration (“the Request”) to SEBI, as applicable,
the concerned CRA shall –
4.1.1.1. disclose prominently on its website, the Order or the Request, as the
case may be, and communicate the same to its clients within 15 days
of the Order or the Request;
4.1.1.2. not take any new clients or fresh mandates;
Page 7 of 105
4.1.1.3. allow its clients to withdraw any assignment given to the CRA, without
any additional cost to such clients;
4.1.1.4. facilitate an orderly migration of assignments as desired by clients to
other CRA(s) holding a certificate of registration under SEBI (Credit
Rating Agencies) Regulations, 1999 (‘CRA Regulations’);
4.1.1.5. continue to comply with the provisions of the CRA Regulations and
circulars thereunder, till the time the CRA holds the certificate of
registration;
4.1.1.6. continue to co-operate with SEBI with regard to sharing of information
when requested and payment of fees as required under CRA
Regulations ;
4.1.1.7. take such other action including providing any records or documents
within the time period and in the manner, as may be required under the
CRA Regulations or as may be directed by SEBI.
4.2. The CRA, on and from the date of acceptance of the Request, or when it is
commencing the winding up process, shall:
4.2.1. return the certificate of registration so cancelled to SEBI;
4.2.2. not represent itself to be a holder of certificate for carrying out the activity for
which such certificate had been granted;
4.2.3. suspend undertaking activity for which such certificate had been granted;
4.2.4. until it is wound up, continue to co-operate with SEBI on matters pertaining to
the activities of the CRA undertaken by it till it held the certificate of registration
under CRA Regulations ;
4.2.5. make provisions as regards liability incurred or assumed by it;
4.2.6. until it is wound up, take such other action including providing any records or
documents within the time period and in the manner, as may be required under
the CRA Regulations or as may be directed by SEBI
4.3. Additionally, in case of suspension of the certificate of registration, the CRA, during
such period of suspension, shall –
Page 8 of 105
4.3.1. suspend undertaking activity for which such certificate of registration had been
granted;
4.3.2. continue to co-operate with SEBI on matters pertaining to the activities of the
CRA undertaken by it under CRA Regulations ;
4.3.3. make provisions as regards liability incurred or assumed by it;
4.3.4. take such other action including providing any records or documents within the
time period and in the manner, as may be required under the CRA Regulations
or as may be directed by SEBI.
4.4. In case of cancellation of certificate of registration, the credit ratings assigned by the
CRA shall be valid till such time the client withdraws the assignment and/or migrates
the assignment to other CRA as specified or the CRA is wound-up, whichever is
earlier.
4.5. Surrender of Certificate of Registration
4.5.1. If a CRA wishes to surrender the registration voluntarily, it shall transfer,
wherever relevant, it’s existing business/ client accounts to another SEBI
registered intermediary, before they make request to SEBI for accepting the
surrender of the certificate of registration.
4.5.2. The CRA may, if it so desires, make a representation for dispensing with the
procedure, along with the application, for surrender in terms of the first proviso
to Regulation 33B of Securities and Exchange Board of India (Intermediaries)
Regulations, 2008 in the prescribed format placed as Annexure 1.
4.5.3. In all cases of transfer of business or client accounts to another registered
intermediary, the clients shall not be subjected to any additional cost.
4.6. In case of surrender of certificate of registration, the credit ratings assigned by the
CRA whose certificate of registration is being surrendered, shall be valid till such time
the client withdraws the assignment and/or migrates to another CRA, or the date of
acceptance of surrender by SEBI, whichever is earlier.
Page 9 of 105
4.7. In case of suspension of certificate of registration, the credit ratings assigned by the
CRA, whose certificate of registration is suspended, shall not be valid during the
period of suspension.
4.8. Upon cancellation or surrender or suspension of certificate of registration of a CRA,
the concerned CRA’s services cannot be used by listed entities or issuers for
compliance with requirements of various SEBI regulations which require credit ratings
from a CRA registered with SEBI.
4.9. Listed entities or issuers who have obtained credit rating from a CRA whose
registration is cancelled or suspended or surrendered, desirous of obtaining credit
rating for regulatory purposes, shall obtain credit rating(s) from another SEBI-
registered CRA(s) holding a valid certificate of registration under CRA Regulations .
4.10. In order to facilitate the migration of credit ratings as mentioned above, the para 12.1
to 12.5 of master circular issued under SEBI (Credit Rating Agencies) Regulations,
1999 shall not be applicable, for the concerned CRA, from the date of Order of
cancellation/suspension of certificate of registration or from the date of request of
application of surrender of certificate of registration by the CRA.
4.11. In case of cancellation or suspension or surrender of certificate of registration of a
CRA, the credit rating assigned by such CRA shall be treated as withdrawn upon an
issuer furnishing an undertaking that another rating is available for listed or proposed
to be listed, non-convertible securities, Securitised Debt Instruments, Security
Receipts, Municipal Debt Securities or Commercial Paper or other regulated products,
from other SEBI-registered CRA, together with confirmation from such other CRA on
availability of such rating. Further, at the time of withdrawal, the CRA shall assign a
credit rating in the format of press release prescribed at Annexure 13.
4.12. With respect to credit ratings of Issuers Not Cooperating, para 11.9.2 of master circular
shall not be applicable when the said non-cooperation was with a CRA whose
certificate of registration has been cancelled, suspended or surrendered.
Page 10 of 105
Chapter II : RATING OPERATIONS
Rating Scale, Rating Symbols and Definitions
5.1. Standardization of Rating Symbols and Definitions
5.1.1. The Corporate Bonds and Securitization Advisory Committee of SEBI
recommended that the rating symbols and their definitions should be
standardized.
5.1.2. Pursuant to the above, in consultation with the CRAs and considering the
international practices, standardized symbols and their definitions have
been devised for the following:
5.1.2.1. Long term securities;
5.1.2.2. Short term securities;
5.1.2.3. Long term structured finance instruments;
5.1.2.4. Short term structured finance instruments;
5.1.2.5. Long term mutual fund schemes; and
5.1.2.6. Short term mutual fund schemes.
5.1.3. The symbols and definitions as given in Annexures 2-7 shall be used for
the new ratings/ reviews by the CRAs.
5.1.4. for ratings of Capital Protection Oriented Schemes, as required under
Regulation38A of SEBI (Mutual Fund) Regulations, 1996, CRAs shall use
rating scales (i.e. symbols and their definitions) for ‘structured finance
(SO)’ instruments as prescribed at Annexure 4-5.
5.1.5. For existing outstanding ratings, the CRAs shall:
5.1.5.1. disclose new rating symbols and definitions on their websites;
5.1.5.2. update their rating lists on their websites; and
5.2. Alignment of Rating Scales Used by CRAs
5.2.1. CRAs, in terms of Regulation 9(f) of SEBI (Credit Rating Agencies)
Regulations, 1999, undertake ratings of various financial instruments
under the guidelines of different financial sector regulators or authorities.
5.2.2. In order to standardise the usage of rating scales, CRAs are advised to
align their rating scales with the rating scales prescribed under the
Page 11 of 105
guidelines of respective financial sector regulator or authority in terms
of Regulation 9(f) of SEBI (Credit Rating Agencies) Regulations, 1999.
5.3. Issuer Rating/ Corporate Credit Rating
5.3.1. Issuer Rating/Corporate Credit Rating indicates the degree of safety of
the issuer or the rated entity with regard to timely servicing of all its debt
obligations.
5.3.2. Pursuant to the consultation with the CRAs, standardized symbols and
their definitions have been devised for Issuer Rating/ Corporate Credit
Rating. The new symbols and definitions as given in Annexure 8 shall
henceforth be used for the new ratings/ reviews by the CRAs for Issuer
Rating/ Corporate Credit Rating.
5.4. Structured finance products: A CRA may undertake rating of structured finance
products, namely, instruments/ pay-outs resulting from securitization transactions. In
such cases, apart from following all the applicable requirements in case of non-
structured ratings, the rating symbols shall clearly indicate that the ratings are for
structured finance products.
5.5. Rating symbol for securities having explicit Credit Enhancement feature The
standardized symbols and definitions for credit ratings of securities having explicit
credit enhancement given at Annexure 9-10.
5.6. Expected Loss (EL) based Rating Scale
5.6.1. In addition to the standardized rating scales prescribed for various
instruments, subsequent to discussions with various stakeholders, the
following rating scale viz. Expected Loss (EL) based Rating Scale may
be used by CRAs for ratings of projects/ instruments associated with
infrastructure sector to begin with:
Page 12 of 105
Rating symbols should have CRA’s first name as prefix
Rating symbol Definition
EL 1 Instruments rated “EL 1” are considered to have the lowest
expected loss, over the life of the instrument
EL 2 Instruments rated “EL 2” are considered to have very low
expected loss, over the life of the instrument
EL 3 Instruments rated “EL 3” are considered to have low expected
loss, over the life of the instrument
EL 4 Instruments rated “EL 4” are considered to have moderate
expected loss over the life of the instrument.
EL 5 Instruments rated “EL 5” are considered to have high expected
loss, over the life of the instrument
EL 6 Instruments rated “EL 6” are considered to have very high
expected loss, over the life of the instrument
EL 7 Instruments rated “EL 7” are considered to have highest
expected loss, over the life of the instrument
5.6.2. For existing outstanding ratings, the CRAs shall be guided by the other
rating scales prescribed by SEBI from time to time.
Operations Manual/ Internal governing document
6.1. The Operations Manual/ Internal governing document, formulated by the CRA, shall,
inter-alia, cover operating guidelines, criteria, policies and procedures related to the
rating process.
6.2. The contents of the Operations Manual/ Internal governing document, as well as any
changes to the same, shall be communicated to employees promptly, and training of
employees on the same shall be conducted at regular intervals.
6.3. The following shall be specified in the Operations Manual/ Internal governing
document of CRAs:
6.3.1. Basic Minimum information required for conducting the Rating Exercise
6.3.2. External entities (bankers, auditors etc.) that need to be contacted
6.3.3. Mode of seeking information from external entities. CRAs should
Page 13 of 105
endeavour to obtain such information/confirmation in writing.
6.3.4. Policy regarding internal approvals and timelines at each step of the
Rating Exercise.
6.3.5. Policy regarding monitoring and review of ratings, including the timelines
within which such review is to be completed.
Rating Criteria
7.1. Each CRA shall frame detailed rating criteria, include the same in its Operations
Manual/ Internal governing document and disclose the same on its website.
7.2. Periodicity of review shall be disclosed on the CRA's website. While disclosing the
revised criteria on their website, CRAs shall also provide a reference/ hyperlink to the
original criteria (before revision), so as to enable investors to discern the changes
made to the same.
7.3. The criteria shall be placed on the CRA’s website in a user-friendly manner in order
to facilitate easy and ready access of the same by investors.
7.4. Press Release, related to rating action, shall provide a reference/ hyperlink to the
specific criteria applied for the rating.
7.5. At least, the following rating criteria shall be formulated by each CRA and should be
reviewed periodically, criteria on:
7.5.1. Default recognition (Definition of default to be followed by all CRAs is provided
in the Annexure 11)
7.5.2. Financial ratios (Explaining how a CRA analyses various financial ratios
including adjustments made to financial statements for the interpretation of
financial ratios)
7.5.3. Consolidation of companies
7.5.4. Parent support/group/government support- CRAs may review their rating
criteria with regard to assessment of holding companies and subsidiaries in
Page 14 of 105
terms of their inter-linkages, holding company’s liquidity, financial flexibility
and support to the subsidiaries, etc.
7.5.5. Manufacturing, trading companies, and services sector
7.5.6. Banks and financial institutions
7.5.7. Securitization transactions
7.5.8. Public finance
7.5.9. Infrastructure ratings
Rating Process
8.1. CRAs are mandated to have in place a proper rating process and disclose the same
on their website.
8.2. Each CRA shall frame detailed guidelines on the following, include them in its
Operations Manual/ Internal governing document and disclose the same on its
website:
8.2.1. General nature of compensation arrangements with rated entities
8.2.2. Policy for request for review/appeal by Issuer against the rating being assigned
to its securities
8.2.3. Policy for placing ratings on credit watch
8.2.4. Guidelines on what constitutes non-cooperation.
8.2.5. Gift policy
8.2.6. Confidentiality policy
8.2.7. Policy on outsourcing of activities
8.2.8. Policy on provisional ratings
8.2.9. FAQs on ratings
8.2.10. Disclosure on managing conflict of interest
8.3. Any change in the rating process or policies shall be disclosed on the CRA's website,
while also providing a reference/ hyperlink to the original provision/ process/ policy, to
enable the investors to discern the changes made to the same.
Page 15 of 105
8.4. A CRA shall keep the following records in support of each credit rating and review/
surveillance thereof:
8.4.1. The important factors underlying the credit rating and sensitivity of such credit
rating to changes in these factors,
8.4.2. Summary of discussions with the issuer, its management, auditors and bankers
which have a bearing on the credit rating,
8.4.3. Decisions of the rating committee(s), including voting details and notes of
dissent, if any, by any member of the rating committee, and
8.4.4. If a quantitative model is a substantial component of the credit rating process,
the rationale for any material difference between the credit rating implied by the
model and the credit rating actually assigned.
8.4.5. These records should be maintained till five years after maturity of securities and
be made available to auditors and regulatory bodies when sought by them.
8.5. During the rating process, CRAs shall record minutes of the meeting with issuer
management and incorporate it in the rating committee note.
8.6. CRAs shall meet the audit committee of the rated entity, at least once in a year, to
discuss issues including related party transactions, internal financial control and other
material disclosures made by the management, which have a bearing on rating of the
listed NCDs.
8.7. In order to achieve a consistent approach, CRAs, in consultation with SEBI, shall
frame a uniform Standard Operating Procedure (SOP) in respect of tracking and
timely recognition of default, which shall be disclosed on the website of each CRA.
8.8. The CRAs shall at all times observe high standards and fairness in conduct of the
business and any act of omission or commission in contravention of the provisions of
clauses 12 and/or 23 of Code of Conduct , as specified under Third Schedule of the
SEBI (Credit Rating Agencies) Regulations, 1999, in letter or spirit, may result in
violation of the provisions of section 12A of the Securities and Exchange Board of
Page 16 of 105
India Act,1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices
relating to Securities Market) Regulations, 2003.
Monitoring and Review of Ratings
9.1. Monitoring of repayment schedules
9.1.1. CRAs have to be proactive in early detection of defaults/ delays in making
payments. In this regard, CRAs are required to track the servicing of debt
obligations for each security rated by them, ISIN-wise, and look for potential
deterioration in financials which might lead to defaults/ delays, particularly
before/ around the due date(s) for servicing of debt obligations, on the basis of
monitoring of indicators including, but not restricted to, the following:
9.1.1.1. Earnings Before Interest, Taxes, Depreciation, and Amortization
(EBITDA) not being sufficient to meet even the interest payments
for last 3 years
9.1.1.2. Deterioration in liquidity conditions of the Issuer
9.1.1.3. Abnormal increase in borrowing cost of the Issuer
9.1.1.4. Any other information indicating deterioration in credit quality/ debt
servicing capability of the Issuer.
9.1.2. While carrying out “Monitoring of Repayment Schedules”, CRAs shall analyse
the deterioration in the liquidity conditions of the issuer and also take into
account any asset-liability mismatch.
9.1.3. The CRA shall also monitor the Exchange website for disclosures made by the
Issuer in this regard.
9.2. Material Events requiring a review
9.2.1. CRAs shall carry out a review of the ratings upon the occurrence of or
announcement/ news of material events including, but not restricted to, the
following:
9.2.1.1. Quarterly/ Half-yearly/ Annual results
9.2.1.2. Merger/ Demerger/ Amalgamation/ Acquisition
9.2.1.3. Corporate debt restructuring, reference to NCLT and winding-up petition
Page 17 of 105
filed by any party /creditors.
9.2.1.4. Significant decline in share prices/bond prices of the issuer or group
companies which is not linked to overall market movement
9.2.1.5. Significant increase in debt level or cost of debt of the issuer company
9.2.1.6. Losses, sharp revenue de-growth etc. based on publicly disclosed
financial statements, which are not in line with CRA’s earlier estimates
9.2.1.7. Granting, withdrawal, surrender, cancellation or suspension of key
licenses or regulatory approvals.
9.2.1.8. Disruption/ commencement/ postponement of operations of any unit or
division of the listed entity.
9.2.1.9. Any attachment or prohibitory orders against the Issuer
9.2.1.10. Any rating action taken by an International Rating Agency with respect
to rating assigned to the Issuer/ Instruments issued by the Issuer.
9.2.1.11. sharp deviations in bond spreads of securities vis-à-vis relevant
benchmark yield. (CRAs shall devise a model to track deviations in bond
spreads)
9.2.2. CRAs shall publish on their website press release regarding the rating action
(including reiteration of existing rating), if warranted, immediately, but not later
than 7 days of occurrence of the said event.
9.3. ‘No Default Statement’ to be sought from the Issuer on a monthly basis
9.3.1. In order to enable timely recognition of default by the CRA, the CRA shall seek
a ‘No Default Statement (NDS)’ from the Issuer at the end of each month, which
shall be provided to the CRA by the Issuer on the first working day of the next
month.
9.3.2. The NDS shall require the Issuer to explicitly confirm to the CRA that it has not
delayed on any payment of interest/ principal in the previous month.
9.3.3. In case there have been delays in the payment of interest/ principal by the Issuer,
the Issuers shall state the same in this statement and the CRA shall promptly
conduct a rating review and disseminate the rating action through Press Release
within 2 days of receipt of such statement.
Page 18 of 105
9.3.4. A standardized format of the NDS is provided at Annexure 12.
Rating Press Release
10.1. Standardization of Press Release for Rating Actions
10.1.1. CRAs are mandated to issue a Press Release after assigning a rating. With
a view to harmonizing the format of the Press Release, it has been decided
that all CRAs shall follow a standardized template, which is attached as
Annexure 13. It may be noted that this template specifies the minimum
information that must be covered in the Press Release. CRAs can include
additional information, while maintaining the basic format of the Press
Release.
10.1.2. While the Press release for the initial rating of bonds, debentures, etc. shall
disclose information about the rated amount of the securities, the subsequent
Press Releases shall also disclose additional details of the rated security, viz.
coupon, maturity date, etc.
10.1.3. Rating Outlook: A ‘rating outlook’ indicates CRA’s view on the expected
direction of the rating movement in the near to medium term. Each CRA shall
assign a rating Outlook and disclose the same in the Press Release. It is
stated that following standard descriptors shall be specified for “Rating
Outlook”:
10.1.3.1. Stable
10.1.3.2. Positive
10.1.3.3. Negative
10.1.4. Rating Outlooks may not be assigned for:
10.1.4.1. Short term ratings
10.1.4.2. Ratings in the ‘C’ and ‘D’ categories
10.1.4.3. Ratings on watch
10.1.4.4. Ratings of securitization transactions backed by pool of loans, as
CRAs are already mandated to disclose at least once in every six
months the performance of the rated pool.
10.1.4.5. Credit quality ratings of mutual fund schemes, provided surveillance
of the fund’s holdings is carried out by the CRAs on a monthly basis.
Page 19 of 105
10.1.5. Rating Watch: ‘Rating watch’ indicates a CRA’s view on the expected
direction of the rating movement in the short term. The CRA shall use
following Standard descriptors to when an issuer / security is placed on
“Rating Watch”:
10.1.5.1. “Rating Watch with Positive Implications”
10.1.5.2. .“Rating Watch with Developing Implications”
10.1.5.3. “Rating Watch with Negative Implications”
10.1.6. Press Release related to review of rating shall also carry the rating transition/
history of all securities of that issuer, rated by the CRA in the past 3 years,
irrespective of whether the security is currently outstanding or not.
10.1.7. While CRAs are required to monitor and analyse the relevant factors that
affect the creditworthiness of an issuer and discuss the same in the rating
notes considered by the rating committee for assignment of ratings, such
relevant factors may also be suitably incorporated in the press release
regarding the rating action.
10.1.8. In order to enable investors to understand underlying rating drivers better and
make more informed investment decisions, CRAs shall make the following
specific disclosures in the section on “Analytical Approach” in the Press
Release:
10.1.8.1. When a rating factors in support from a Parent/ Group/ Government,
with an expectation of infusion of funds towards timely debt
servicing, the name of such entities, along with rationale for such
expectation, may be provided.
10.1.8.2. When subsidiaries or group companies are consolidated to arrive at
a rating, list of all such companies, along with the extent (e.g. full,
proportionate or moderate) and rationale of consolidation, may be
provided.
10.1.9. The Press Release shall include a specific section on “Liquidity”, which shall
highlight parameters like liquid investments or cash balances, access to
unutilized credit lines, liquidity coverage ratio, adequacy of cash flows for
servicing maturing debt obligation, etc. CRAs shall also disclose any linkage
to external support for meeting near term maturing obligations.
Page 20 of 105
10.1.10. With regard to Structured Finance products, the CRA shall include all the
assumptions/ covenants made while carrying out the review of such products
in the Press Release.
10.2. Disclosure of rating sensitivities in press release
10.2.1. The disclosure of factors to which the rating is sensitive, is critical for the end-
users to understand the factors that would have the potential to impact the
credit worthiness of the entity.
10.2.2. Accordingly, in order to improve transparency, the CRA shall have a specific
section on ‘Rating Sensitivities’ in the Press Release which shall explain the
broad level of operating and/ or financial performance levels that could trigger
a rating change, upward and downward.
10.2.3. Such factors shall be disclosed in quantitative terms to the extent possible,
discernible to the investors, and should not read like a general risk factor.
10.3. Disclosure on liquidity indicators: In order to make the disclosures meaningful to
the end users, it has been decided to mandate disclosure of liquidity indicators using
standardized terminology. Accordingly, CRAs shall disclose the liquidity indictors
using one of the following indicators and give an explanation thereon:
10.3.1. Superior / Strong
10.3.2. Adequate
10.3.3. Stretched
10.3.4. Poor
An indicative description for these liquidity indicators is provided at Annexure 14.
10.4. Structured Finance Products: While publishing the ratings of structured finance
products and their movements, a CRA apart from following all the applicable
requirements in case of non-structured ratings shall also disclose the track record of
the originator and details of nature of underlying assets while assigning the credit
rating. The track record shall include a brief description of the financials of the
originator, rating migrations to speculative categories and defaults.
Page 21 of 105
Policy in respect of non-co-operation by the issuer
11.1. In case of non-cooperation by the issuer (such as not providing information required
for rating, non-payment of fees for conducting surveillance), in line with the existing
Regulations, the CRA shall continue to review the security, on an ongoing basis
throughout the security’s lifetime, on the basis of best available information, in
accordance with the rating process and policies set forth in its Operations Manual/
Internal governing document.
11.2. CRAs shall have a detailed policy in this respect which shall include the following:
11.2.1. Non-submission of material information including (but not limited to) the
following:
11.2.1.1. Non-submission of quarterly financial results or performance
results or audited financial results within prescribed timelines
11.2.1.2. Current and past operational details including details about capex
plans
11.2.1.3. Debt obligations and repayment details
11.2.1.4. Any other issue felt appropriate by CRA as per internal
assessment or as laid down by CRA in its internal policy/manual.
11.2.2. The criteria/ methodology in respect of assessing the risk of non-availability
of information from the issuers including non-cooperative issuers.
11.2.3. The steps to be taken under various scenarios in order to ascertain the status
of non-cooperation by the issuer company.
11.3. CRAs shall follow a uniform practice of three consecutive months of non-submission
of No-default Statement (NDS) (or inability to validate timely debt servicing through
other sources) as a ground for considering migrating the ratings to INC and shall tag
such ratings as INC within a period of 7 days of three consecutive months of non-
submission of NDS. The CRA in its judgement may migrate a rating to the INC
category before the expiry of three consecutive months of non-receipt of NDS.
Page 22 of 105
11.4. CRAs shall also formulate a policy on “Minimum/ Indicative Information requirement”
in terms of various sectors or types of ratings (limited to credit ratings of securities
that are listed, or proposed to be listed, on a recognized stock exchange, and other
credit ratings that are required under various SEBI Regulations or circulars
thereunder), etc. and disclose it on their website.
11.5. In case of non-cooperation by the issuer, the credit rating symbol shall be
accompanied by the suffix “ISSUER NOT COOPERATING*”in the same font size.
The suffix shall be explained below and shall read as ‘Issuer did not cooperate;
based on best available information’.
11.6. Over time, the number of issuers that are non-cooperative with CRAs have
increased, with a vast majority of INC issuers being unlisted and small entities. In
this regard, to provide enhanced transparency and information regarding non-
cooperative issuers to various stakeholders, market participants and investors, the
following is being prescribed:
11.6.1. A CRA shall disclose two lists of issuers who are non-cooperative with the
CRA, separately for:
11.6.1.1. Securities that are listed, or proposed to be listed, on a recognized stock
exchange, and
11.6.1.2. Other ratings
11.6.2. The aforementioned lists shall be disclosed in the following format:
S. No. Name of Non- Date of categorization of Link to the webpage
cooperative issuer issuer as non- hosting the issuer’s
cooperative press releases
11.6.3. The above disclosure shall be updated on a daily basis.
Page 23 of 105
11.7. Information to be disclosed through Press Release: The rating action(s) in such
cases shall be promptly disclosed through press release(s), which shall mention, at
least, the following:
11.7.1. Date of Press Release
11.7.2. Details of security
11.7.3. Rating Action and Indicative/updated rating based on best available
information
11.7.4. A brief write-up on the non-co-operation by the Issuer/ Borrower and the
consistent follow-up done by the CRA for getting the information.
11.7.5. Hyperlink/ reference to the applicable "Criteria"
11.7.6. Limitations regarding information availability (shall have a suitable caveat
cautioning the investors/lenders /public)
11.7.7. Rating History for last three years
11.7.8. Name and contact details of the Rating Analyst(s)
11.8. In case an issuer, having not co-operated with a CRA in the past, approaches
another CRA for rating, the new CRA shall, in its Press Release, disclose the aspect
of non-co-operation.
11.9. Action to be taken by CRAs in case of issuer remains non-cooperative for
more than 6 months
11.9.1. If an issuer has outstanding ratings as non-cooperative for more than 6
months, then the CRA shall downgrade the rating assigned to the security
of such issuer to non-investment grade with INC status.
11.9.2. No CRA shall assign any new ratings to an issuer, if the issuer is categorized
as non-cooperative with all the CRAs for a continuous period of preceding
12 months, until the issuer resumes cooperation or the rating is withdrawn.
11.10. Para 11.2 to 11.4 of master circular shall be applicable latest by March 31, 2023.
Para 11.6 of the master circular shall be applicable with effect from July 15, 2023,
and CRAs shall report on their compliance with this circular (as ratified by their
respective board of directors) to SEBI within one quarter.
Page 24 of 105
11.11. Monitoring of the provisions under para 11.6 shall be done in terms of the half-yearly
internal audit for CRAs, mandated under Regulation 22 of the SEBI (Credit Rating
Agencies) Regulations, 1999 and guidelines issued thereunder.
Withdrawal of ratings
12.1. Withdrawal of ratings of Open-Ended Mutual Fund Schemes
12.1.1. Open ended Mutual Fund schemes being perpetual in nature and having no
specified maturity, withdrawal of rating of such schemes is permitted.
However, as units of such schemes are held by many investors, such ratings
shall be placed on notice of withdrawal for at least 30 days, which shall be
publicly available on the CRA’s website.
12.1.2. Ratings of the aforementioned schemes can be withdrawn after receiving
request for withdrawal from the Asset Management Company (AMC) in case
of mutual funds;
12.2. Press Release for Withdrawal of Rating of a rated security : At the time of
withdrawal of any credit rating of securities that are listed, or proposed to be listed,
on a recognized stock exchange, and other credit ratings that are required under
various SEBI Regulations or circulars thereunder, the CRA shall assign a rating to
such security and issue a press release as per the format prescribed in the Annexure
13. However, in cases where there are no outstanding obligations under the security
rated by the CRA or the company whose security is rated is wound up or merged or
amalgamated with another company, CRA shall not assign any rating. Further, the
Press Release shall also mention the reason(s) for withdrawal.
12.3. Withdrawal in case of Single Ratings outstanding on rated security: In terms of
Regulation 16(3) of SEBI (Credit Rating Agencies) Regulations, 1999, a CRA may
withdraw a rating, subject to the CRA having:
12.3.1. rated the security continuously for 5 years or 50 per cent of the tenure of the
Page 25 of 105
security, whichever is higher.
12.3.2. received an undertaking from the Issuer that a rating is available on that
security.
12.3.3. received an undertaking from the other CRA(s) that a new rating has been
assigned to such security.
12.4. Withdrawal norms in case of multiple ratings outstanding on rated security: In
case of multiple ratings on a security (where there is no regulatory mandate for
multiple ratings), a CRA may withdraw a rating earlier than stipulated in the
aforementioned circular, provided the CRA has:
12.4.1. rated the security continuously for 3 years or 50 % of the tenure of the
security, whichever is higher; and
12.4.2. received No-objection Certificate (NOC) from 75 % of bondholders by value
of the outstanding debt for withdrawal of rating; and
12.4.3. received an undertaking from the issuer that another rating is available on
that security.
12.4.4. received an undertaking from the other CRA(s) that a rating is available on
such security.
12.5. Rating Withdrawal of Perpetual Debt Securities that are listed or proposed to
be listed on a recognized stock exchange
12.5.1. As per the current rating withdrawal provisions it is seen that in case of
ratings of perpetual debt securities, such as AT-I bonds, that are listed or
proposed to be listed on a recognized stock exchange, a credit rating cannot
be withdrawn unless the security is redeemed. Often, this can result in the
issuer of such bonds to stop cooperating with the CRA.
12.5.2. Therefore, to facilitate withdrawal of ratings of perpetual debt securities that
are listed or proposed to be listed on a recognized stock exchange, it is
proposed to revise withdrawal norms of ratings of such securities.
Accordingly, a CRA may withdraw ratings of such securities provided that
the CRA has:
Page 26 of 105
12.5.2.1. rated such security/ies continuously for 5 years; and
12.5.2.2. received an undertaking from the Issuer that a rating is available
on such security/ies; and
12.5.2.3. received an undertaking from the other CRA(s) that a rating is
available on such security/ies.
Provisional Rating by CRAs
13.1. In order to strengthen and standardize the policies on provisional rating,
subsequent to consultation with various stakeholders, including CRAs, it has
been decided to prescribe as under:
13.1.1. Rating Symbol: All Provisional Ratings (‘long term’ or ‘short term’) for
security shall be prefixed as ‘Provisional’ before the rating symbol in all
communications viz. rating letter, press release / rating rationale, etc.
13.1.2. Standardized Term: A rating shall be considered as provisional, and not
final, when it is contingent upon occurrence following steps or execution
of following documents, as applicable:
13.1.2.1. execution of letter of comfort, corporate guarantee, or other
forms of explicit third-party support;
13.1.2.2. execution of documents such as debenture trust deed/
debenture trustee agreement, legal agreements/ opinions,
representations and warranties, final term sheet;
13.1.2.3. assignment of loan pools or finalisation of cash flow escrow
arrangements;
13.1.2.4. setting up of debt service reserve account;
13.1.2.5. opening of escrow account; or
13.1.2.6. For a proposed Real Estate Investment Trust (REIT) or
Infrastructure Investment Trust (InvIT), pending formation of a
trust - only after receipt of SEBI Registration. However, the
process of obtaining rating may commence at the stage of the
sponsor filing with SEBI for the registration of the Trust, subject
to declaration from the sponsor to this effect being submitted
Page 27 of 105
to the CRA.
In no case shall a rating, including provisional rating, be assigned by a
CRA for an issuer/ client evaluating strategic decisions, such as funding
mix for a project, acquisition, debt restructuring, scenario-analysis in
loan refinancing etc.
13.1.3. Validity period
13.1.3.1. The provisional rating shall be converted into a final rating
within 90 days from the date of issuance of the security. The
final rating assigned after end of 90 days shall be consistent
with the available documents or completed steps, as
applicable.
13.1.3.2. An extension of 90 days may be granted on a case-to-case
basis by the CRA’s rating committee(s), in accordance with
the policy framed by the CRA in this regard.
13.1.3.3. No CRA shall assign any provisional rating to a security upon
the expiry of 180 days from the date of its issuance.
13.1.4. Disclosures in the press release / rating rationale: In addition to the
disclosures already made by CRAs, the following disclosures shall be
included in press release / rating rationale while assigning provisional
ratings:
13.1.4.1. Pending steps/ documentation considered while assigning
provisional rating.
13.1.4.2. risks associated with the provisional nature of the credit rating,
including risk factors that are present in the absence of
completed documentation / steps.
13.1.4.3. rating that would have been assigned in absence of the
Page 28 of 105
pending steps/ documentation considered while assigning
provisional rating. In cases where the absence of said steps/
documentation would not result in any rating being assigned
by the CRA (for instance, in case of provisional rating for REIT/
InvIT – pending formation of trust), the CRA shall specify the
same in the press release.
13.1.4.4. While assigning provisional rating to a security proposed to be
issued, the press release shall specify that in case the security
is subsequently issued, the provisional rating would have to be
converted into final rating as per the validity period prescribed
at para 13.1.3 above.
13.1.4.5. While assigning provisional rating to an issued security, the
press release shall specify the rating and timeline implications
as per the validity period prescribed at para 13.1.3 above.
13.1.4.6. Furthermore, in case of provisional ratings for cases
mentioned in para 13.1.2.6 above, the following disclosures
shall also be required, wherever applicable:
a. the broad details of the assets that are proposed to be
held by the REIT/ InvIT, the proposed capital structure, etc.
b. the rating rationale should disclose that the CRA has
taken an undertaking from the sponsor stating that the key
assumptions (relating to the assets, capital structure, etc.)
are in consonance with the details filed by the sponsor with
SEBI.
c. In case of change in provisional rating due to change in
aforesaid key assumptions, the press release shall state
Page 29 of 105
that the rating by the CRA is based on a declaration from
the issuer that similar changes have been made in the
filing with SEBI.
13.1.5. Unaccepted provisional rating: In case the provisional rating assigned
is not accepted by the issuer (or sponsor, in case of REITs/InvITs), then
in the "non-accepted ratings” published by CRAs on their website the
following supplementary disclosures shall be provided:
13.1.5.1. the details of the steps taken for assigning the provisional
rating. For instance, in case of REITs/ InvITs, such disclosure
shall contain the broad details of the assets to be housed
under the Trust, the proposed capital structure, etc.
13.1.5.2. the rating referred to in para 13.1.4.6 viz. rating that would
have been assigned in absence of the said steps/
documentation.
Ratings having Explicit Credit Enhancement feature
14.1. CRAs shall assign the suffix ‘CE’ (Credit Enhancement) to rating of securities
having explicit credit enhancement. It is reiterated that credit ratings, where the
credit enhancement is external (or from third party), but the rated security is not
bankruptcy remote of the issuer/ originator, will carry the ‘CE’ suffix. A list of such
support considerations for CE-suffix is specified at Annexure 15.
14.2. In order to strengthen the rating process as well as to promote transparency, the
following measures are being mandated for credit ratings, wherein any of the
support considerations specified at Annexure 15 (“specified support
considerations”) is considered in the rating process:
14.3. In order to bring further transparency and to enable investors to understand the
Page 30 of 105
extent of credit enhancement provided by third party/ parent/ Group Company
or specified support considerations, the press release for credit ratings, with or
without the CE-suffix, backed by specified support considerations shall contain
the following disclosures:
14.3.1. Unsupported ratings without factoring in the explicit credit enhancement
or specified support considerations, and
14.3.2. Supported rating after factoring in the explicit credit enhancement or
specified support considerations
Further, the Press Release shall also contain a detailed explanation of all the
covenants of the security.
14.4. It is reiterated that while assigning such credit ratings, CRAs shall conduct
independent due diligence on the nature of specified support consideration and
form a definitive internal view / opinion, and, wherever warranted, obtain an
independent external legal opinion for ascertaining the strength of the credit
enhancement.
14.5. Furthermore, for such credit ratings, it is reiterated that CRAs shall verify the
documentation related to the specified support considerations to ensure inter
alia the following:
14.5.1. The support is unconditional, irrevocable, and legally enforceable till all
the obligations of the rated security has been paid to the investors.
14.5.2. CRAs shall undertake independent examination of financial strength of
the support provider to ascertain the ability to honour the obligations
guaranteed by the support provider.
14.5.3. The support provider has a lower probability of default on a continuous
basis, compared with the rated issuer, till the time such ratings are
outstanding.
14.6. The CRAs shall devise a model to assess the adequacy of credit enhancement
Page 31 of 105
structure under various scenarios including stress scenarios. Such assessment
shall also be disclosed in the press release regarding the rating action.
14.7. Monitoring: Monitoring of provisions at para 14 shall be done in terms of the
half-yearly internal audit for CRAs, mandated under Regulation 22 of the SEBI
(Credit Rating Agencies) Regulations, 1999 and this master circular issued
thereunder.
Post Default Curing Period
15.1. After a default is cured and the payments regularized, a CRA shall generally
upgrade the rating from default to non-investment grade after a period of 90 days
based on the satisfactory performance by the company during this period. CRAs
may deviate from the said period of 90 days on a case to case basis, subject to
the CRAs framing a detailed policy in this regard. The said policy shall also be
placed on CRA’s website. Cases of deviations from stipulated 90 days, if any,
shall be placed before the Ratings Sub- Committee of the board of the CRA, on
a half yearly basis, along with the rationale for such deviation.
15.2. The CRA shall frame a policy in respect of upgrade of default rating to investment
grade rating and place it on its website.
15.3. The policies framed as above may include scenarios like technical defaults,
change in management, acquisition by another firm, sizeable inflow of long- term
funds or benefits arising out of a regulatory action, etc. which fundamentally alter
the credit risk profile of the defaulting firm.
Functioning and Evaluation of Rating Committees/Sub-Committees
16.1. Each CRA shall define the obligations, responsibilities, areas of conflict of interest,
etc. of rating committee members in its Operations Manual/ Internal governing
document. The following shall be specifically set out in the Operations Manual/
Page 32 of 105
Internal governing document of each CRA and disclosed on its website:
16.1.1. Eligibility for becoming committee/sub-committee members
16.1.2. Composition of committee/sub-committee
16.1.3. Minimum quorum required
16.1.4. Duties of committee members
16.1.5. System of voting and recording of dissent.
16.1.6. Managing conflict of interest in the rating committee/sub-committee.
16.2. MD/ CEO of a CRA and any person within CRA who has business
responsibility shall not be a member of rating committees of the
CRA.
16.3. Rating committees of a CRA shall report to a Chief Ratings Officer
(CRO).
16.4. Minutes of each case discussed at the committee shall be maintained and signed
(digitally or manually) by the Chairperson. Standard format for the Minutes of Rating
Committee Meeting is placed at the Annexure 16.
16.5. The process of discussion of case by circulation must be avoided,
unless there is urgency in taking a rating action.
16.6. Chairperson(s) of each rating committee/sub-committee of the CRA shall, on an
annual basis, undertake a review of the decisions taken by the Committees in that
year, which would, inter alia, include:
16.6.1. Ratings assigned by the rating committees/ sub-committees including
ratings assigned based on best available information in cases of non-
cooperation by the issuer.
16.6.2. Sharp changes in ratings.
Page 33 of 105
Request by Issuers for review/appeal of ratings provided by CRAs: Cases of
request by an issuer for review/appeal of the rating(s) provided to its security/ies shall be
reviewed by a rating committee of the CRA that shall consist of majority of members that
are different from those in the Rating Committee of the CRA that assigned the earlier
rating, and at least one-third of members are independent. ("Independent" would mean
people not having any pecuniary relationship with the CRA or any of its employees).
Rating Agreement between the Issuer and the CRA
18.1. Rating Agreement to be signed between Issuer and CRA prior to
commencement of rating exercise:
18.1.1. Regulation 14 of SEBI (Credit Rating Agencies) Regulations, 1999 requires
CRAs to enter into a written agreement with each client whose securities it
proposes to rate.
18.1.2. In this regard, it has come to the notice that in some instances, CRAs have
provided indicative ratings to Issuers without entering into a written
agreement with such Issuers and have thereafter not disclosed such ratings
on their websites.
18.1.3. CRAs are advised to refrain from giving Indicative Ratings without having a
written agreement in place. In case such Indicative Ratings are provided by
the CRA, it shall be considered as aiding and abetting the Issuer in
suppression of material information by the CRA which would be in
contravention of Clause 12 of Code of Conduct of CRAs and may result in
violation of the provisions of section 12A of the Securities and Exchange
Board of India Act, 1992 and SEBI (Prohibition of Fraudulent and Unfair
Trade Practices relating to Securities Market) Regulations, 2003 by the
CRA.
18.2. Strengthening of Rating Agreement
18.2.1. The Rating Agreement, signed between the CRA and its client (issuer/
borrower), shall have an additional clause stating that –
Page 34 of 105
"The client (issuer/ borrower) agrees to disclose the history and
status (non-cooperation, non-payment of fees etc.) of previous
rating relation with the earlier CRA(s) to the new CRA along with
reasons for non- cooperation, etc. if applicable."
18.2.2. In order to ensure cooperation from the Issuer, as required under
Regulation 14(d) of Securities and Exchange Board of India (Credit
Rating Agencies) Regulations, 1999, the following enabling clauses
maybe built in the Rating Agreement:
18.2.2.1. “The client (issuer/ borrower) agrees to provide the information
sought by the CRA immediately, but not later than 7 days from
the date of seeking such information by the CRA.
In cases of delay/ default in servicing debt obligations, the
information shall be provided immediately. Failure to provide
the same immediately shall be considered as suppression of
material information and may result in violation of the
provisions of section 12A of the Securities and Exchange
Board of India Act, 1992 and SEBI (Prohibition of Fraudulent
and Unfair Trade Practices relating to Securities Market)
Regulations, 2003”
18.2.2.2. "The client (issuer) agrees to inform the CRA details about the
security/ies in the format below immediately, but not later than
7 days from the date of placing the security/ies. For security/ies
already listed, the information will be provided at the time of
signing the agreement.”
Security ISIN Issue Coupo Coupo Terms Redem Name Details
type Size n Rate n of ption and of
(INR Payme Redem date contact
Cr) nt ption details top 10
Dates of investor
Deben s
ture
Trustee
Page 35 of 105
18.2.2.3. “The client (Issuer/ borrower) undertakes to provide the CRA a
No Default Statement on a monthly basis wherein the Issuer shall
explicitly confirm that it has not delayed on any payment of
interest/ principal in the previous month. Such statement shall be
provided to the CRA on the first working day of the next month.”
Governance Norms of CRAs
19.1. One third of the board of a CRA shall comprise of independent directors, if the board
is chaired by a non-executive director. In case the board of the CRA is chaired by
an executive director, half of the board shall comprise of independent directors.
19.2. The board of a CRA shall constitute the following committees:
19.2.1. Ratings Sub-Committee
19.2.2. Nomination and Remuneration Committee
19.3. The Chief Ratings Officer (CRO) shall directly report to the Ratings Sub- Committee
of the board of the CRA.
19.4. The Nomination and Remuneration Committee shall be chaired by an independent
director.
Accountability of Rating Analysts of CRAs
20.1. Roles and responsibilities of the rating analysts of CRAs shall be clearly laid out in
the CRA’s Operations Manual/ Internal governing document.
20.2. Analysts shall be responsible for undertaking the rating process and adhering to the
timelines as specified in the Operations Manual/ Internal governing document.
Dealing with Conflict of interest
21.1. A CRA shall formulate the policies and internal codes for dealing with the conflict of
interest.
21.2. A CRA shall ensure:
Page 36 of 105
21.2.1. that its analysts do not participate in any kind of marketing and business
development including negotiations of fees with the issuer whose
securities are being rated,
21.2.2. that the employees’ involved in the credit rating process and their
dependents do not have ownership of the shares of the issuer.
21.2.3. prompt review of the credit ratings of the securities as and when any of
its employees joins the respective issuer.
21.3. Avoiding conflict of interest while rating of structured finance products
21.3.1. While undertaking rating of structured finance products, apart from
following all the applicable requirements in case of non-structured
ratings, the following additional requirements shall also be complied
with.
21.3.2. A CRA or its subsidiaries shall not provide consultancy or advisory
services regarding the design of structured finance instrument.
21.4. Guidelines for dealing with Conflict of Interest for investment/ trading by
CRAs, Access Persons and other employees
21.4.1. These Guidelines shall be applicable in case of investment / trading by
CRAs and Access Persons connected to CRAs and in case of
disclosures to all employees of CRAs.
Explanation: "Access Persons" means officials of CRA appointed as
Chief Executive or by any other designation (such as
CEO/MD/President or by whatever name called who are performing
functions similar to those of the Chief Executive), the employees of CRA
doing the function of analyst, or compliance, or heads of the
departments or divisions or any other employee as decided by CRA and
the members of the Rating Committee of the CRA.
21.4.2. These guidelines shall cover transactions for purchase or sale of
securities either individually or jointly or in the name of their dependents
Page 37 of 105
or as a member of HUF.
21.4.3. With a view to adopting best industry practices and systems by CRAs for
managing conflict of interest in case of investment/ trading in securities
(except schemes of Mutual Funds) done by CRAs or their Access
Persons as defined hereunder, the following guidelines, framed in
consultation with CRAs are laid down:
21.4.3.1. CRAs shall adopt adequate systems, procedures and policies
to ensure that they address conflict of interest while making
their own investments in securities.
21.4.3.2. The CRAs, their employees and Access Persons shall not take
undue advantage of any price sensitive information that they
may have about any company.
21.4.3.3. Access Persons to seek prior approval for transactions
a. An Access Person shall apply to the Compliance Officer
for prior approval of transactions for purchase or sale of
securities of the companies which have been rated by the
CRA or whose securities/instruments/facilities have been
rated by the CRA.
b. The Compliance Officer of the CRA shall apply to the
Chief Executive of the CRA for such prior approval.
c. The CEO/Compliance Officer shall ensure that there is no
conflict of interest while considering the request for prior
approval.
d. Such approvals, if granted, shall be valid for 7 working
days from the date of approval.
21.4.3.4. Disclosures
a. Any person, who becomes an employee of the CRA, shall
submit a statement of holding of all securities in respect of
persons mentioned at para 21.4.2. above to the
Compliance officer or Chief Executive, as the case may
be, within 7 working days of joining CRA.
Page 38 of 105
b. All employees of CRA including the Access Persons shall
submit the following details to the CEO/Compliance
Officer, as the case may be:
i. Details of purchase or sale transactions effected within
7 working days from the date of transaction.
ii. A consolidated statement of holding of all securities
within 30 working days from the end of the Financial
Year.
c. The members of the Rating Committee shall upfront
declare / disclose their interest, if any, to the Chief
Executive Officer or Compliance Officer, as per the policy
of the CRA, in the securities/instruments/facilities that are
considered for rating by the CRA.
21.4.3.5. Restrictions on employees holding ownership of
securities of the issuer: A CRA shall ensure that employees
involved in the rating process shall not have ownership of the
securities of the issuer.
Unsolicited Credit Ratings
22.1. In case of unsolicited credit ratings, i.e. the credit ratings not arising out of the
agreement between a CRA and the issuer, credit rating symbol shall be
accompanied by the word “UNSOLICITED” in the same font size.
22.2. A CRA shall monitor and disclose credit rating during the life of the rated securities,
as if it were a solicited rating.
Sharing of information regarding issuer companies between Debenture Trustees
and CRAs
23.1. SEBI (Debenture Trustee) Regulations, 1993 require the Debenture Trustees (DTs)
to share information regarding the issuer companies that are their clients, with CRAs.
The purpose of the Regulations is to enable CRAs to perform their obligations
effectively.
Page 39 of 105
23.2. Registered DTs and CRAs shall share information with each other as specified in
the Annexure 17. DTs and CRAs may share any other information from time to time
in respect of issues/issuer companies which would help them in effective discharge
of their duties.
23.3. DTs and CRAs shall assign designated email addresses for sending and receiving
such information and ensure appropriate action, if any, based on the information
received.
Mechanism for Sharing of Information by Credit Rating Agencies (CRAs) to
Debenture Trustees (DTs)1
24.1. SEBI (Credit Rating Agencies) Regulations, 1999 (“CRA Regulations”) and circulars
issued thereunder require sharing of certain information from CRAs to Debenture
Trustees (DTs).
24.2. Due to the large quantum of information submitted daily by CRAs to DTs, as well as
short timelines mandated for disclosure of this information by DTs, it is essential that
the data shared by CRAs be structured and submitted in a specified format for easier
accessibility and analysis of the submitted data.
24.3. Accordingly, based on discussion with CRAs and DTs, an excel template is placed
as Annexure 18. CRAs shall use the same template for their daily submissions of
rating revisions to D.Ts.
24.4. Such submissions shall be sent by CRAs to DTs on the same day as the day of
rating revisions, on either the generic email ID being used for regulatory purposes,
or email IDs/URL as may be communicated for this purpose by DTs.
Securities and Exchange Board of India (Credit Rating Agencies) (Second
Amendment) Regulations, 2018:
1 Circular No. SEBI/HO/DDHS/DDHS-POD2/P/CIR/2023/ 151 dated September 04, 2023
Page 40 of 105
Vide Gazette Notification No. SEBI/LAD-NRO/GN/2018/36 dated September 11, 2018,
in respect of Securities and Exchange Board of India (Credit Rating Agencies) (Second
Amendment) Regulations, 2018, as laid down under Regulation 9(f) of SEBI (Credit
Rating Agencies) (Second Amendment) Regulations, 2018, a CRA may undertake the
rating of financial instruments under the respective guidelines of the financial sector
regulators/ authorities as specified in Annexure 19. CRAs may also undertake research
activities, incidental to rating, such as research for Economy, Industries and Companies.
25A. Guidelines on the listed securities/instruments/products falling under the purview of
other financial sector regulator/s or authority/ies’
Certain instruments/products/securities are regulated by other financial sector regulator/s
or authority/ies and could be listed or unlisted. The issuers of such
instruments/products/securities and any person connected therewith (such as CRAs) shall
abide by the rules/regulations/directions/guidelines applicable to or governing such
instruments/products/securities as prescribed by such financial sector regulator or authority
whether such instruments/products/securities be listed or unlisted.
Further, if such instruments/products/securities are listed on a Recognised Stock
Exchange, the rules/ regulations/ directions/ guidelines specified by the Board from time to
time shall continue to be applicable.
Page 41 of 105
Chapter III : REPORTING AND DISCLOSURES
Probability of Default Benchmark
26.1. In order to enable investors to discern the performance of a CRA vis-à-vis a
standardized PD benchmark scale, CRAs, in consultation with SEBI, shall prepare
and disclose standardized and uniform PD benchmarks for each rating category on
their website, for one-year, two-year and three-year cumulative default rates, both
for short-run and long-run.
26.2. These benchmarks shall be prepared based on the following key principles:
26.2.1. Marginal Default Rate (MDR) approach, using monthly static pool, for
last 10-year period.
26.2.2. The short-run benchmarks may account for spikes due to economic
cycles or unforeseen events, and hence, may have a wider band. The
same shall be computed based on a confidence interval of 99.7% over
the weighted average of 1-year, 2-year and 3-year default rates
pertaining to last 10- year period, making adjustments to achieve
ordinality, wherever required.
26.2.3. The long-run benchmarks iron out economic cycles since these are over
a longer tenure (10-year period) and may, therefore, be narrower. The
same shall be computed based on a confidence interval of 95% over the
weighted average default rates (1-year, 2-year and 3-year) pertaining to
10-year period, making adjustments to achieve ordinality, wherever
required.
26.2.4. The same may be adjusted for rating withdrawals. For securities, the
rating shall be included in the computation of default rates till the
completion of the cohort or the maturity of the instrument, whichever is
earlier.
26.2.5. Ratings of non-cooperative issuers shall be included in the cohort under
the rating category in which the instrument is currently being rated.
Page 42 of 105
26.2.6. The PD benchmark for the rating categories AAA, AA and A shall be as
under, subject to any unexpected legal events/ mitigating circumstances
impacting the default rates, with certain permitted tolerance levels:
26.2.6.1. For AAA:
a. Zero for 1-year and 2-year default rate.
b. Zero for 3-year default rate, with a tolerance level of 1%.
26.2.6.2. For AA:
a. Zero for 1-year default rate.
b. Zero for 2-year default rate with a tolerance level of 2%.
26.2.6.3. For A:
a. Zero for 1-year default rate with a tolerance level of 3%.
26.2.7. For ratings on non-structured instruments, various instruments of an
issuer with equal seniority level and having same rating shall not be
included separately for default rate calculation. However, various
instruments of an issuer having different seniority levels shall be
included as separate instances, subject to a cap of three instances
across all rating categories put together.
26.2.8. For ratings on structured instruments, various instruments, issued by a
trust, with the same degree of seniority and hence having same rating
shall not be included separately for default rate calculation. However,
various instruments, issued by a trust, having different seniority levels
shall be included as separate instances. Further, in order to avoid under-
estimation of default rates in case of significantly higher number of
tranches of differing seniority but same rating, a cap of three tranches
per rating category per issuer may be applied.
26.2.9. The above PD benchmarks and tolerance levels may be re-indexed from
time to time.
26.2.10. The above standardized and uniform PD benchmarks shall be
disclosed on the website of each CRA for ratings of long-term and short-
term instruments, on a consolidated basis for all financial instruments
rated by a CRA.
Page 43 of 105
26.2.11. CRAs may review their rating methodologies in order to align the same
with the proposed PD benchmarks.
Periodic Disclosures
27.1. A CRA shall make all the disclosures stipulated below on their websites. In case
of listed securities, the CRA shall also make disclosures to the stock exchanges as
specified in the SEBI (Credit Ratings) Regulations, 1999. For ratings assigned and
their periodic reviews, the CRA shall issue press releases which shall also be kept
on their websites. Where a specific format has been prescribed, the disclosures shall
be made in that format.
27.2. A CRA can make additional disclosures other than those stipulated above with the
prior approval of its Board.
27.3. Disclosures by CRAs on half-yearly basis: CRA shall make following disclosures
within 15 days from the end of each half-year (March / September):
27.3.1. Disclosures on Credit Rating History, defaults and movement: The
following disclosures shall be prepared and disclosed for ratings of
securities:
27.3.1.1. A Rating Summary Sheet presenting a snapshot of the rating
actions carried out during the half-year shall be uploaded by the CRAs
on their websites, in the format specified at Annexure 20. The
disclosure in the “Rating Distribution for outstanding ratings as on 31st
March/30th September” section of Annexure 20 shall also include
number of INC ratings outstanding in each category also.
27.3.1.2. Details of new credit ratings assigned during last six-months
(Annexure 21).
27.3.1.3. Movement of credit rating of all outstanding securities during the last
six-months:
a. Movement of each credit rating (Annexure 22),
b. Movement of each credit rating from investment grade to
noninvestment grade and vice versa (Annexure 23) and
Page 44 of 105
27.3.1.4. The history of credit rating of all outstanding securities (Annexure 24).
27.3.1.5. On half yearly basis, the list of defaults separately for each rating
category (e.g. AAA, AA, A, BBB, BB, B, C) {(Annexure 25)}.
27.3.2. Structured Finance Products: A CRA shall disclose at least once in
every six months, the performance of the rated pool, i.e., collection
efficiency, delinquencies. A CRA shall also provide a detailed
description of the underlying pools including ageing, Credit
enhancements such as liquidity supports, first and second loss
guarantee provided shall also be disclosed.
27.3.3. Disclosure of performance of CRAs on Stock Exchange and
Depository website
27.3.3.1. Each CRA shall furnish data on sharp rating actions in investment
grade rating category, as per the format specified in Annexure 26, to
Stock Exchanges and Depositories for disclosure on website on half-
yearly basis, within 15 days from the end of the half-year (31st March/
30th September).
27.3.3.2. Methodology for Computation of Sharp Rating Action: In order to
standardize the methodology of computation and disclosure of a ‘sharp
rating action’, it is clarified that CRAs shall compare two consecutive
rating actions. Therefore, a CRA shall disclose a sharp rating action, if
the rating change between two consecutive rating actions is more than
or equal to 3 notches downward. In other words, if the difference in credit
rating between two consecutive press releases is more than or equal to
3 notches downward, the same has to be included in the disclosure on
sharp rating actions.
27.3.3.3. In addition to disclosure of sharp rating actions excluding non-
cooperative issuers, CRAs shall also separately disclose sharp rating
actions including such actions on non-cooperative issuers.
27.3.3.4. The disclosure on sharp rating actions shall be limited to credit ratings
of securities that are listed, or proposed to be listed, on a recognized
Page 45 of 105
stock exchange, and other credit ratings that are required under various
SEBI Regulations or circulars thereunder.
27.3.3.5. The disclosure of sharp rating action in terms of para 27.3.3.2 to
27.3.3.4 shall be applicable from H1 of Financial Year 2022-23.
27.4. Disclosures by CRAs on annual basis: CRA shall make following disclosures
within 30 days from the end of each financial year (March):
27.4.1. Computation and disclosure of Default Rates
27.4.1.1. The CRA, shall publish information about the historical default rates of
CRA rating categories and whether the default rates of these categories
have changed over time, so that the public can understand the historical
performance of each category and if and how rating categories have
changed, and be able to draw quality comparisons among ratings given
by different CRAs.
27.4.1.2. The cumulative default rates(CDR) shall be calculated in the following
manner:
a. CDR shall be calculated issuer-wise using the Marginal Default
Rate (MDR) approach, using monthly static pools.
b. The above may be adjusted for rating withdrawals. For securities,
the withdrawn rating shall be included in the computation of
default rates till the completion of the cohort or the maturity of the
instrument, whichever is earlier. Accordingly, all DTs shall
continue to report any delays/ default in payment on debentures
to the CRA(s) having rated the said debenture for the lifetime of
the instrument, irrespective of the rating on that instrument being
withdrawn.
c. Ratings of non-cooperative issuers shall be included in the cohort
under the rating category in which the instrument is currently
being rated.
27.4.1.3. Based on approach mentioned at para 27.4.1.2, CRA shall disclose,
on an annual basis, the average one-year, two-year and three-year
Page 46 of 105
cumulative default rates (based on weighted average) each for:
a. Last 10-financial years period (Long-run average default
rates)
b. 24, 36 and 48 most recent cohorts, respectively (Short-run
average default rates)
27.4.1.4. The format of the above disclosures is specified at Annexure 27. The
above disclosures shall be made on a consolidated basis for all financial
instruments rated by a CRA.
27.4.1.5. For the above purposes, the following terms shall have the meaning
as under:
a. Static Pool: Non-defaulted ratings that were outstanding at the beginning
of any period.
b. Default: Non-payment of interest or principal amount in full on the pre-
agreed date. A CRA shall recognize default at the first instance of delay
in servicing of interest or principal on the rated debt instrument.
c. Default Rate: The number of defaults among rated entities in the static
pool as a percentage of the total number of entities in the static pool.
d. Averaging: All averaging across static pools for default rate
computations must be based on the weighted average method where the
weights are the number of ratings in each static period.
27.4.1.6. The historical data on the default rates disclosed every year shall be
archived and made available on the website of each CRA for last 10
years.
27.4.1.7. In order to achieve a consistent approach, CRAs, in consultation with
SEBI, shall frame a uniform Standard Operating Procedure (SOP) in
respect of tracking and timely recognition of default, which shall be
disclosed on the website of each CRA.
27.4.1.8. In addition to disclosure on cumulative default rates (CDR) which
includes non-cooperative issuers and various types of credit ratings,
CRAs from Financial year 2022-2023, shall also disclose, separately,
two other CDRs limited to credit ratings of securities that are listed, or
proposed to be listed, on a recognized stock exchange:
Page 47 of 105
a. CDR (ii), wherein ratings of non-cooperative issuers shall be included in
the cohort under the rating category in which the instrument is currently
being rated.
b. CDR (iii), wherein ratings of non-cooperative issuers shall be excluded in
the cohort under the rating category in which the instrument is currently
being rated.
27.4.2. Disclosure of Average Rating Transition Rates for long-term
Instruments
27.4.2.1. Transition studies are central to evaluating the performance of a CRA
and provide an insight on the stability of ratings over a period of time. In
order to promote transparency and to enable the market to best judge
the performance of the ratings, the CRA should publish information
about the historical average rating transition rates across various rating
categories, so that investors can understand the historical performance
of the ratings assigned by the CRAs.
27.4.2.2. CRAs shall publish their average one-year rating transition rate over a
5-year period, on their respective websites, which shall be calculated as
the weighted average of transitions for each rating category, across all
static pools in the 5-year period. The format of the disclosure of
transition rates is enclosed as Annexure 28. For the said purpose, the
following terms shall have the meaning as under:
a. Static Pool: Ratings outstanding for each category at the beginning
of any financial year. However, it shall exclude ratings that have
been withdrawn or ratings of non-cooperative issuers during the
financial year. Ratings downgraded to D shall be treated as default
for the rest of the financial year. Ratings which are upgraded from D
shall be considered as new rating for the relevant subsequent static
pools.
b. Transition Rate: The number of movements/ transitions from each
rating category to another, as at the end of the financial year, as a
Page 48 of 105
percentage of the total number of ratings in the static pool.
c. Averaging: All averaging across static pools for transition rate
computations must be based on the weighted average method
where the weights are the number of issuers in each static period.
27.4.3. Disclosure of Average Rating Transition Rates for Long-Term Credit
Ratings of securities
27.4.3.1. Para 27.4.2 of master circular mandates CRAs to disclose a rating
transition matrix, where the static pool has been defined to exclude
ratings that have been withdrawn or ratings of non-cooperative issuers
during the financial year.
27.4.3.2. Given the increased non-cooperative issuers in the CRAs’ rated
universe, excluding such INC ratings might not depict a true picture of
stability of credit ratings within CRAs and across CRAs.
27.4.3.3. Therefore, in addition to the disclosure of rating transitions para 27.4.2
of master circular, CRAs shall also disclose two additional and separate
rating transition matrices (limited to credit ratings of securities that are
listed, or proposed to be listed, on a recognized stock exchange) using
the following definition of static pool:
a. Static Pool: Ratings outstanding for each category at the beginning
of any financial year. It shall exclude ratings that have been
withdrawn or ratings of non-cooperative issuers during the financial
year. Ratings downgraded to D shall be treated as default for the
rest of the financial year. Ratings which are upgraded from D shall
be considered as new rating for the relevant subsequent static
pools.
b. Static Pool: Ratings outstanding for each category at the
beginning of any financial year. It shall include ratings that have
been withdrawn or ratings of non-cooperative issuers during the
financial year. Ratings downgraded to D shall be treated as default
for the rest of the financial year. Ratings which are upgraded from D
shall be considered as new rating for the relevant subsequent static
Page 49 of 105
pools.
27.4.3.4. In the disclosure at para 27.4.3.3 (b) above, a CRA shall include an
additional column to indicate the proportion of ratings that were
withdrawn during the financial year.
27.4.3.5. The disclosures under paragraph 27.4.3 shall be applicable for
Financial year 2022-2023
27.4.4. Income: A CRA shall disclose:
27.4.4.1. its total receipt from rating services and non-rating services,
27.4.4.2. issuer wise percentage share of non-rating income of the CRA and its
subsidiary to the total revenue of the CRA and its subsidiary from that
issuer, and
27.4.4.3. names of the rated issuers who along with their associates contribute
10% or more of total revenue of the CRA and its subsidiaries.
27.4.5. Unsolicited Credit Ratings: A CRA shall disclose following as prescribed
at Annexure 29:
27.4.5.1. all the unsolicited ratings carried out in the last three financial years;
27.4.5.2. names of issuers, out of those mentioned in para 27.4.5.1 above,
which were given solicited rating in the last financial year.
Continuous Disclosures, Reporting and Timelines
28.1. The rating history, Press Releases and Rating Reports, including those ratings
which have been withdrawn, shall be available on the CRA's website.
28.2. Reporting and disclosure with regard to monitoring of repayment schedules
28.2.1. In case no confirmation of servicing of debt obligation by the Issuer is received
by the CRA from the Debenture Trustee within 1 day post the due date, the CRA
shall immediately follow up with the Issuer for confirmation of payment. In case
no response is received from the Issuer within 2 days of such communication,
Page 50 of 105
the CRA shall issue a Press Release as enlisted at para 28.4.3 and disseminate
the same on its website and to all stock exchanges where the security is listed.
28.2.2. The CRA shall also make a reference to SEBI regarding such suppression of
information by the issuer/ non-cooperation of Issuer with CRA. Failure to make
such reference shall be considered as aiding and abetting the Issuer in
suppression of material information by the CRA which would be in contravention
of Clause 12 of Code of Conduct of CRAs and may result in violation of the
provisions of section 12A of the Securities and Exchange Board of India Act,
1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to
Securities Market) Regulations, 2003 by the CRA.
28.3. Timelines of review and Press Releases
28.3.1. In order to enable CRAs to disseminate information on ratings promptly through
press releases as per requirements of Regulation 15 and 16 of SEBI (CRA)
Regulations, following is clarified:
28.3.2. Initial Rating
Scenario Timelines – immediately but
not later than
Communication of the rating 2 working days of rating committee
assigned to issuer meeting
Acceptance of Rating or request 5 working days of communication of rating
for review/appeal of Rating by the by the CRA to the Issuer
Issuer
Disclosure of rating as In case rating is not accepted by the
non- accepted Rating Issuer within a month of communication of
rating by the CRA to the Issuer, the same
shall be disclosed as Non-Accepted
Rating on the CRA’s website
Dissemination of Press Release 2 working days of acceptance of Rating by
on CRA’s website and intimation the Issuer
of same to Stock
Exchange/Debenture Trustee
28.3.3. Periodic Surveillance
Page 51 of 105
Scenario Timeline - immediately but not later
than
Dissemination of Press 5 working days of Rating
Release on CRA’s website Committee Meeting
and intimation of same to
Stock Exchange/
Debenture Trustee
28.3.4. Dissemination of Press Release on CRA’s website and intimation of same
to Stock Exchange/ Debenture Trustee in case of event based review
Scenario Timeline- immediately but not
later than
Intimation from Issuer/ Debenture 2 working days of intimation
Trustee/ Bankers of the Issuer
regarding delay in servicing debt
Obligation
Material Events requiring review 7 working days of occurrence of
(as stated in para 9.2) the event.
28.4. Disclosures in case of considerable delay in providing information by the
Issuer
28.4.1. As per Regulation 18(2) of Securities and Exchange Board of India (Credit Rating
Agencies) Regulations, 1999, the CRA, while covering the analysis of the
various factors justifying the assessment in press release, shall also disclose the
factors constituting a risk.
28.4.2. Accordingly, it is further clarified that if the issuer does not share information
sought by the CRA within 7 days of seeking such information from the Issuer,
even after repeated reminders (within these 7 days) from the CRA, the CRA
shall take appropriate rating action depending upon the severity of information
risk of the issuer.
28.4.3. The Press Release in such cases shall mention the efforts made by the CRA in
seeking such information and limitations regarding such information availability.
28.5. Disclosures in case of rating not accepted by an issuer
28.5.1. Each CRA shall disclose on its website details of all ratings assigned by them,
irrespective of whether the rating is accepted by the issuer or not, even in case
Page 52 of 105
of non-public issues.
28.5.2. All non- accepted ratings shall be disclosed on the CRA’s website for a period of
12 months from the date of such rating being disclosed as a non-accepted rating
on the CRA’s website in the following format:
S Nam Sect Securit Issu Dat Listin Rati Whet Dat Fina Wheth Wheth
. e of or y Type e e of g ng her e of l er the er
N the Size No Statu assi the sub ratin issuer review
o Issu (INR n- s gne ratin seq g reque /appea
er milli acc (Liste d g uen acce sted l of
ons) ept d/pro was t pted for a the
anc pose acce acc by review disclo
e d to pted ept the /appea sed
be by anc issu l unacc
listed the e of er subse epted
) issue fina quent rating
r, l to was
subs rati disclo grante
eque ng sure d by
nt to ass of CRA.
the ign unacc
non- ed epted
acce rating
pted ?
ratin
gs
discl
osur
e?
(Yes/
No)
28.6. Disclosures in case of delay in periodic review:
Each CRA shall promptly disclose on its website details of all such ratings where
the review became due but was not completed by the due date, as per the timelines
specified in the CRA’s Operations Manual/ Internal governing document. Details
disclosed shall include the name of the issuer, name/ security type, size of the
issue, date of last review, reasons for delay in periodic review, hyperlink to the last
Press Release etc.
28.7. Disclosure of guidelines for dealing with Conflict of Interest:
Page 53 of 105
The policies adopted by the CRAs for effective implementation of guidelines
for dealing with Conflict of Interest for investment/ trading by CRAs, Access
Persons and other employees, shall be disclosed on the CRAs’ website.
Periodical report to be submitted to SEBI:
29.1. All CRAs shall report the following change(s) to SEBI while submitting the Action
Taken Report in accordance with para 33.4 of the master circular:
29.1.1. Amalgamation, demerger, consolidation or any other kind of corporate
restructuring falling within the scope of section 230 of the Companies Act, 2013
or the corresponding provision of any other law for the time being in force;
29.1.2. Change in Director, including managing director/ whole-time director;
29.1.3. Change in shareholding not resulting in change in control.
29.1.4. If there is no change during the relevant half year, it shall be indicated in the
report.
Other Continuous Disclosures:
30.1. Rating Procedure: A CRA shall formulate and disclose its policies, methodology
and procedures in detail regarding solicited and unsolicited credit ratings.
30.2. Income:
30.2.1. A CRA shall disclose the general nature of its compensation arrangements with
the issuers.
30.2.2. A CRA shall disclose, in case of accepted ratings, its conflict of interest, if any,
including the details of relationship – commercial or otherwise – between the
issuer whose securities are being rated / any of its associate of such issuer and
the CRA or its subsidiaries.
30.3. Unsolicited credit ratings: While publishing unsolicited ratings and their
movements, a CRA apart from following all the applicable requirements in case of
Page 54 of 105
solicited ratings shall make the following disclosures:
30.3.1. the extent of participation by the issuer, its management, bankers and
auditors in the credit rating process.
30.3.2. the information used and its source in arriving at and reviewing the credit
rating.
30.4. Shareholding: A CRA shall disclose its shareholding pattern as prescribed by
stock exchanges for a listed company under Regulation 31 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
30.5. Compliance Status of IOSCO Code of Conduct : A CRA shall disclose the
compliance status of each provision of IOSCO code of conduct.
Guidelines on manner of disclosures by CRAs on its website:
31.1. In order to facilitate enhanced transparency and usability of disclosures made by
CRAs on their websites, the following is directed:
31.1.1. Disclosures required by CRAs on their websites under various SEBI
circulars should be provided in excel / machine readable format.
31.1.2. An archive of all disclosures should be maintained by CRAs on their
website, for at least 10 years. This also includes ratings press releases by
CRAs.
31.1.3. CRAs may add footnotes in the disclosures mandated by SEBI for purpose
of better understanding of methodology of such disclosure by stakeholder’s
subject to methodology explained being in line with the SEBI Regulations
and circulars issued thereunder.
31.1.4. The provisions under para 31.1.1 to 31.1.2 shall be applicable for Website
Disclosures made after March 31, 2023.
Page 55 of 105
Chapter IV : INTERNAL AUDIT FOR CRAs
Internal Audit for CRAs:
32.1. The audit envisaged under Regulation 22 of the Securities and Exchange Board of
India (Credit Rating Agencies) Regulations, 1999 shall include an internal audit to be
undertaken in the following manner:
32.1.1. It shall be conducted on a half yearly basis.
32.1.2. It shall be conducted by Chartered Accountants, Company Secretaries or
Cost and Management Accountants who are in practice and who do not have
any conflict of interest with the CRA.
32.1.3. It shall cover all aspects of CRA operations and procedures, including investor
grievance redressal mechanism, compliance with the requirements stipulated
in the SEBI Act, Rules and Regulations made thereunder, and guidelines
issued by SEBI from time to time.
32.1.4. The report shall state the methodology adopted, deficiencies observed, and
consideration of response of the management on the deficiencies.
32.1.5. The report shall include a summary of operations and of the audit, covering
the size of operations, number of transactions audited and the number of
instances where violations / deviations were observed while making
observations on the compliance of any regulatory requirement.
32.1.6. The report shall comment on the adequacy of systems adopted by the CRA
for compliance with the requirements of regulations and guidelines issued by
SEBI and investor grievance redressal.
Requirements related to Internal Audit of CRAs:
33.1. Eligibility of Auditors for conducting the Internal Audit of the CRA:
33.1.1. The audit firm shall have a minimum experience of three years in the financial
sector.
33.1.2. The internal auditor of a CRA shall declare that:
Page 56 of 105
33.1.2.1. The firm has not been employed by other CRAs for any other services
(such as statutory audit, taxation, consultancy/ retainership etc.) in the
past two years, and
33.1.2.2. The partners/ firm do not have any association with any other CRA.
33.1.3. The audit team must be composed of, at least, a Chartered Accountant (ACA/
FCA) and a Certified Information Systems Auditor/ Diploma in Information
Systems Auditor (CISA/ DISA).
33.2. Rotation of Internal Auditors: An auditor shall be appointed for a maximum term
of five years, with a cooling-off period of two years.
33.3. Scope of the Internal Audit: The scope of the internal audit shall be expanded to
include the following additional checks:
33.3.1. CRA and its employees, who are associated directly or indirectly with the
rating business, have complied with the regulations and code of conduct.
33.3.2. CRA has defined processes for operations that have been followed during the
rating exercise.
33.3.3. Rating analysts have adhered to their roles and responsibilities laid down in
the Operations Manual/Internal governing document and processes disclosed
on the CRA's website, during the rating
33.3.4. Policy in respect of non-cooperation by the issuer, including procedures to be
followed for the same, have been complied with.
33.3.5. CRA has framed a policy for default recognition, consistent with regulatory
guidelines, and is adhering to the same. At a minimum, it shall be checked if
any irregularities/ delays/ defaults in debt servicing had been indicated by any
of the below mentioned entities and suitable action with regard to the same
was taken by the CRA:
33.3.5.1. The issuer/ borrower
33.3.5.2. The Company’s statutory auditor
33.3.5.3. The borrower’s bankers, during interactions with the CRA
33.3.5.4. Debenture Trustees
Page 57 of 105
Cases where there are deviations to the checklist shall be
documented by the auditor as part of the audit report submitted to the
board.
33.3.6. Review of ratings has been carried out as per the review policy of the CRA.
33.3.7. Dissents, if any, have been recorded for each committee meeting, as stated
in the Operations Manual/ Internal governing document.
33.3.8. CRA has complied with the timelines for publication of press release/ rating
rationale for the ratings assigned, as set out in its Operations Manual/ Internal
governing document.
33.3.9. The Press Releases issued are broadly in line with the standard template
prescribed by SEBI.
33.3.10. Verify the rating disclosures made by the CRAs on their website.
33.3.11. Comment on the conflict of interest, if any, arising due to composition of the
rating committee and participation in the rating committee meetings.
33.3.12. The audit shall also cover adherence to the prescribed methodology for
calculation of transition rates and default rates,
33.3.13. Compliance by CRA with the provisions of all the Circulars shall be verified
during half-yearly Internal Audit.
33.4. Action on the Internal Audit Report:
33.4.1. The CRA shall receive the report of the internal audit within two months from
the end of the half-year.
33.4.2. Upon receipt of the internal audit report, the Compliance Officer of the CRA
shall provide detailed comments on each of the observations therein and
place the same before the Board of the CRA.
33.4.3. The final action taken report, including the comments/ recommendations
made by Compliance Officer and the Board of the CRA as well as the
corrective steps taken by the CRA, shall be submitted to SEBI within 2 months
from the date of receipt of the internal audit report or 1 month from the date of
Board Meeting of the CRA, whichever is later, in the following format:
Page 58 of 105
Sr. Observatio Remarks by Comments Corrective
No. ns of the the of the Board actions
auditor Compliance of the CRA taken
Officer
Page 59 of 105
Chapter V : MISCELLANEOUS
Designated e-mail ID for regulatory communication with SEBI:
34.1. SEBI has been communicating with the registered market intermediaries inter-alia
CRAs through circulars, letters, directions etc. In order to facilitate the issuance of
digitally signed circulars, all registered CRAs are required to create a designated
email id for regulatory communications. This email id shall be an exclusive email id
only for the above purpose and should not be a person centric email id.
34.2. The Designated e-mail ID shall be communicated to SEBI by emailing a file in an
excel format to intermediary@sebi.gov.in , as per the format prescribed below.
34.3. The name of the file and the subject of the email shall specify the type of intermediary
and the name of the intermediary. For example – “Credit Rating Agency – ABC co.
Ltd.”
34.4. The file shall contain the following details:
Name Address Category Registra Designated Name of
tion No. email id compliance officer
Information regarding Grievance Redressal Mechanism: For information of all
investors who deal/ invest/ transact in the market, it has now been decided that the
information as provided below shall be prominently displayed in the offices of the CRAs:
Dear Investor,
In case of any grievance / complaint against the Credit Rating Agency:
Please contact Compliance Officer of the Credit Rating Agency (Name and Address) / email-id
(xxx.@email.com) and Phone No. - 91-XXXXXXXXXX.
You may also approach CEO / Partner / Proprietor (Name) / email-id (xxx.@email.com) and
Phone No. - 91-XXXXXXXXXX.
If not satisfied with the response of the CRA you can lodge your grievances with SEBI at
http://scores.gov.in or you may also write to any of the offices of SEBI. For any queries, feedback
or assistance, please contact SEBI Office on Toll Free Helpline at 1800 22 7575 / 1800 266 7575.
Page 60 of 105
Guidelines on Outsourcing of Activities by CRAs
36.1. Outsourcing may be defined as the use of one or more than one third party – either
within or outside the group - by a registered CRA to perform the activities associated
with services which the CRA offers.
36.2. The principles for outsourcing by CRAs have been framed (Annexure 30). These
principles shall be followed by all CRAs registered with SEBI.
36.3. The SEBI registered CRAs desirous of outsourcing their activities shall not, however,
outsource their core business activities and compliance functions.
36.4. The SEBI registered CRAs shall be responsible for reporting of any suspicious
transactions / reports to FIU or any other competent authority in respect of activities
carried out by the third parties.
General Guidelines for dealing with Conflicts of Interest of CRAs and their
Associated Persons in Securities Market:
37.1. CRAs are presently governed by the provisions for avoidance of conflict of interest
as mandated in the SEBI (Credit Rating Agencies) Regulations,1999 read with
relevant circulars issued from time to time by SEBI. On the lines of Principle 8 of the
International Organisation of Securities Commissions (IOSCO) Objectives and
Principles of Securities Regulations, it has been decided to put in place
comprehensive guidelines to collectively cover CRAs and their associated persons,
for elimination of their conflict of interest, as detailed hereunder.
37.2. CRAs shall adhere to these guidelines for avoiding or dealing with or managing
conflict of interest. They shall be responsible for educating their associated persons
for compliance of these guidelines.
37.3. For the purpose of these guidelines "associated persons" have the same meaning
as defined in Securities and Exchange Board of India Certification of Associated
Persons in the Securities Markets) Regulations, 2007.
37.4. CRAs and their associated persons shall:
Page 61 of 105
37.4.1. lay down, with active involvement of senior management, policies and internal
procedures to identify and avoid or to deal or manage actual or potential
conflict of interest, develop an internal code of conduct governing operations
and formulate standards of appropriate conduct in the performance of their
activities, and ensure to communicate such policies, procedures and code to
all concerned;
37.4.2. at all times maintain high standards of integrity in the conduct of their
business;
37.4.3. ensure fair treatment of their clients and not discriminate amongst them;
37.4.4. ensure that their personal interest does not, at any time conflict with their duty
to their clients and client’s interest always takes primacy in their advice,
investment decisions and transactions;
37.4.5. make appropriate disclosure to the clients of possible source or potential
areas of conflict of interest which would impair their ability to render fair,
objective and unbiased services;
37.4.6. endeavor to reduce opportunities for conflict through prescriptive measures
such as through information barriers to block or hinder the flow of information
from one department/ unit to another, etc.;
37.4.7. place appropriate restrictions on transactions in securities while handling a
mandate of issuer or client in respect of such security so as to avoid any
conflict;
37.4.8. not deal in securities while in possession of material non - published
information
37.4.9. not to communicate the material non-published information while dealing in
securities on behalf of others
37.4.10. not in any way contribute to manipulate the demand for or supply of
securities in the market or to influence prices of securities;
37.4.11. not have an incentive structure that encourages sale of products not suiting
the risk profile of their clients;
37.4.12. not share information received from clients or pertaining to them, obtained
as a result of their dealings, for their personal interest;
37.5. The Board of CRAs shall put in place systems for implementation of these guidelines
Page 62 of 105
and provide necessary guidance enabling identification, elimination or management
of conflict of interest situations. The Boards shall review the compliance of this circular
periodically.
37.6. These guidelines shall be in addition to the provisions, if any, contained in respective
regulations/ circulars issued by the Board from time to time regarding dealing with
conflict of interest, in respect of such entities
Standardization of industry classification- Applicability to CRAs
38.1. The Market Data Advisory Committee (MDAC), a standing committee constituted by
SEBI, comprising of representatives from stock exchanges, depositories and other
market participants, examined the existing industry classification structures, across
sectors, and developed a harmonised four level industry classification framework for
adoption by all stakeholders and for all relevant processes/ purposes in Indian
securities market.
38.2. As the standardized framework will help bring about uniformity in the classifications
being used across sectors and in securities market, CRAs are advised to use this
standardized industry classification published by recognized Stock Exchanges for the
purpose of rating exercise, peer benchmarking, research activities including research
for Economy, Industries and Companies etc.
38.3. Further, as the standardized industry classification will be reviewed and published
by Stock Exchanges on periodical basis, in view of same, CRAs are directed to follow
the standardized industry classification published by Stock Exchanges from time to
time.
38.4. Monitoring: Monitoring of implementation of standardized industry classification
shall be done in terms of the half-yearly internal audit for CRAs, mandated under
Regulation 22 of the SEBI (Credit Rating Agencies) Regulations, 1999 and circulars
issued thereunder.
Firewall between CRAs and their Affiliates:
39.1. SEBI (Credit Rating Agencies) Regulations, 1999 inter- alia required CRAs to
Page 63 of 105
segregate certain activities to a separate entity under Regulation 9(f) of SEBI (Credit
Rating Agencies) Regulations, 1999 (hereinafter referred to as “non-rating associate
or subsidiary or group entity” or collectively as “non-rating entities”).
39.2. In view of the above, the following measures are mandated to strengthen the firewall
between SEBI-registered CRAs and their non-rating entities:
39.2.1. CRAs shall formulate a policy on separation or firewall practices with the non-
rating entities and document the same in their internal operational manuals or
governing document. Such policy, and revisions thereto, shall be ratified by
the Board of Directors of the CRAs and the policy may cover inter alia the
following:
39.2.1.1. Nature and extent of sharing of infrastructure, officials/employees or
resources, if any, between the CRA and the non-rating entity, including
specification on whether such arrangement is temporary.
39.2.1.2. Measures taken by CRA to ensure the independence of its credit rating
process in view of the above arrangement with the non-rating entity.
39.2.1.3. Guidance to employees on sharing of information or resources, if any,
between the CRA and the non-rating entity in order to mitigate any
potential or actual conflict of interest.
39.2.2. A CRA shall disclose on its website, details of any common director or Chief
Executive Officer or Managing Director between the CRA and the non-rating
entity. Such disclosure shall be updated by the CRA on the first working day
of each month. The disclosure should include a reference to the date it was
last updated by the CRA, along with a reference or hyperlink to archives of
previous such disclosures.
39.2.3. Credit rating scales (i.e., symbols and definitions) prescribed by this SEBI
circular issued under the SEBI (Credit Rating Agencies) Regulations, 1999,
shall not be used by any non-rating entities of the CRA.
Page 64 of 105
39.2.4. The websites of SEBI-registered CRAs and their non-rating entities shall be
separate. ACRA’s website may contain hyperlinks to the separate websites of
the non-rating entities
39.2.5. Applicability: CRAs shall report on their compliance with this circular (as
ratified by their respective board of directors) to SEBI within one quarter from
the date of applicability of this circular.
39.2.6. Monitoring: Monitoring of the provisions under para 39 shall be done in terms
of the half-yearly internal audit for CRAs, mandated under Regulation 22 of
the SEBI (Credit Rating Agencies) Regulations, 1999 and guidelines issued
thereunder.
Page 65 of 105
Annexure A: List of circulars superseded by Master Circular
S. No. Reference Number of Circular Name of Circular
1. SEBI/HO/DDHS/DDHS-POD2/P/CIR/2023/111 Master Circular for Credit Rating Agencies
dated July 03, 2023
2. SEBI/HO/DDHS/DDHS-POD2/P/CIR/2023/ 151 Mechanism for Sharing of Information by Credit
dated September 04, 2023 Rating Agencies (CRAs) to Debenture
Trustees (DTs)
Page 66 of 105
Annexure 1
Letter of Representation for Credit Rating Agency
Securities and Exchange Board of India Dear
Sir,
Sub: Surrender of Certificate of Registration as Credit Rating Agency, Registration No.
.
1. We hereby surrender our certificate of registration as Credit Rating Agency.
2. We enclose the original certificate of registration (or indemnity in case the certificate is lost
or stolen) for cancellation.
3. We hereby confirm that:
a. no complaint /disciplinary proceeding is pending against us;
b. no investigation / inquiry by SEBI is pending against us with respect to our activities as
a Credit Rating Agency;
c. as on date of application, we have paid all fees;
d. we shall continue to be liable for all liabilities/obligations (including monetary penalties,
if any) for violations, if any, of the provisions of the SEBI Act and the SEBI (Credit
Rating Agency) Regulations, 1999 that have taken place before our surrender of
certificate of registration;
e. all our current assignments as a Credit Rating Agency have been either duly
terminated or transferred to another registered Credit Rating Agency with registration
no.;
f. we have issued a public notice in a widely circulated national and a vernacular daily
dated informing surrender of our registration as Credit Rating Agency
(Please enclose a clipping of the said public notice);
g. we have notified the Depositories and all the stock exchanges where our client
companies are listed about the surrender of our registration.
4. *We hereby request SEBI to dispense with the procedure laid down in Regulation 16(1) of
the SEBI (Procedure for Holding Enquiry by Enquiry Officer and Imposing Penalty)
Regulations, 2002 while processing our request for surrender of certificate of registration.
Thanking you,
Yours faithfully,
Name:
(Whole time/Managing Director/Principal Officer)
* Please strike off, if not applicable.
Page 67 of 105
Annexure 2
Rating Symbols and Definitions for Long Term Securities
Long term securities: The securities with original maturity exceeding one year
Rating symbols should have CRA’s first name as prefix
AAA - Securities with this rating are considered to have the highest degree of safety
regarding timely servicing of financial obligations. Such securities carry lowest credit
risk.
AA - Securities with this rating are considered to have high degree of safety regarding
timely servicing of financial obligations. Such securities carry very low credit risk.
A - Securities with this rating are considered to have adequate degree of safety
regarding timely servicing of financial obligations. Such securities carry low credit risk.
BBB - Securities with this rating are considered to have moderate degree of safety
regarding timely servicing of financial obligations. Such securities carry moderate
credit risk.
BB - Securities with this rating are considered to have moderate risk of default
regarding timely servicing of financial obligations.
B - Securities with this rating are considered to have high risk of default regarding timely
servicing of financial obligations.
C - Securities with this rating are considered to have very high risk of default regarding
timely servicing of financial obligations.
D - Securities with this rating are in default or are expected to be in default soon.
Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols
for the categories AA to C. The modifiers reflect the comparative
standing within the category.
Page 68 of 105
3
Annexure 3
Rating Symbols and Definitions for Short Term Securities
Short term securities: The securities with original maturity of up to one year
Rating symbols should have CRA’s first name as prefix
A1 – Securities with this rating are considered to have very strong degree of safety
regarding timely payment of financial obligations. Such securities carry lowest credit
risk.
A2 - Securities with this rating are considered to have strong degree of safety
regarding timely payment of financial obligations. Such securities carry low credit risk.
A3 - Securities with this rating are considered to have moderate degree of safety
regarding timely payment of financial obligations. Such securities carry higher credit
risk as compared to instruments rated in the two higher categories.
A4- Securities with this rating are considered to have minimal degree of safety
regarding timely payment of financial obligations. Such securities carry very high credit
risk and are susceptible to default.
D - Securities with this rating are in default or expected to be in default on maturity.
Modifier {"+" (plus)} can be used with the rating symbols for the categories A1 to A4.
The modifier reflects the comparative standing within the category.
Page 69 of 105
Annexure 4
Rating Symbols and Definitions for Long Term Structured Finance Instruments
Long term structured finance instruments: The instruments with original
maturity exceeding one year
Rating symbols should have CRA’s first name as prefix
AAA (SO) - Instruments with this rating are considered to have the highest degree of
safety regarding timely servicing of financial obligations. Such instruments carry lowest
credit risk.
AA (SO) - Instruments with this rating are considered to have high degree of safety
regarding timely servicing of financial obligations. Such instruments carry very low
credit risk.
A (SO) - Instruments with this rating are considered to have adequate degree of safety
regarding timely servicing of financial obligations. Such instruments carry low credit
risk
BBB (SO) - Instruments with this rating are considered to have moderate degree of
safety regarding timely servicing of financial obligations. Such instruments carry
moderate credit risk.
BB(SO) - Instruments with this rating are considered to have moderate risk of default
regarding timely servicing of financial obligations.
B(SO) - Instruments with this rating are considered to have high risk of default
regarding timely servicing of financial obligations.
C (SO) - Instruments with this rating are considered to have very high likelihood of
default regarding timely payment of financial obligations.
D (SO) - Instruments with this rating are in default or are expected to be in default soon.
Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols for the
categories AA(SO) to C(SO). The modifiers reflect the comparative standing
within the category.
Page 70 of 105
Annexure 5
Rating Symbols and Definitions for Short Term Structured Finance Instruments
Short term structured finance instruments: The instruments with original
maturity of upto one year
Rating symbols should have CRA’s first name as prefix
A1 (SO) – Instruments with this rating are considered to have very strong degree of
safety regarding timely payment of financial obligation. Such instruments carry lowest
credit risk.
A2 (SO) - Instruments with this rating are considered to have strong degree of safety
regarding timely payment of financial obligation. Such instruments carry low credit risk.
A3 (SO) - Instruments with this rating are considered to have moderate degree of safety
regarding timely payment of financial obligation. Such instruments carry higher credit risk
as compared to instruments rated in the two higher categories.
A4 (SO) - Instruments with this rating are considered to have minimal degree of safety
regarding timely payment of financial obligation. Such instruments carry very high credit
risk and are susceptible to default.
D (SO) - Instruments with this rating are in default or expected to be in default on maturity.
Modifier {"+" (plus)} can be used with the rating symbols for the categories A1(SO)
to A4(SO). The modifier reflects the comparative standing within the category.
Page 71 of 105
Annexure 6
Rating Symbols and Definitions for Long Term Debt Mutual Fund Schemes
Long term debt mutual fund sche mes: The debt mutual fund schemes that
have an original maturity exceeding one year.
Rating symbols should have CRA’s first name as prefix
AAAmfs – Schemes with this rating are considered to have the highest degree
of safety regarding timely receipt of payments from the investments that they
have made.
AAmfs – Schemes with this rating are considered to have the high degree of
safety regarding timely receipt of payments from the investments that they have
made.
Amfs – Schemes with this rating are considered to have the adequate degree of
safety regarding timely receipt of payments from the investments that they have
made.
BBBmfs - Schemes with this rating are considered to have the moderate degree
of safety regarding timely receipt of payments from the investments that they
have made.
BBmfs - Schemes with this rating are considered to have moderate risk of
default regarding timely receipt of payments from the investments that they have
made.
Bmfs - Schemes with this rating are considered to have high risk of default
regarding timely receipt of timely receipt of payments from the investments that
they have made.
Cmfs - Schemes with this rating are considered to have very high risk of default
regarding timely receipt of timely receipt of payments from the investments that
they have made.
Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols for
the categories AAmfs to Cmfs. The modifiers reflect the comparative
standing within the category
Page 72 of 105
Annexure 7
Rating Symbols and Definitions for Short Term Debt Mutual Fund Schemes
Short term debt mutual fund schemes: The debt mutual fund schemes that
have an original maturity of upto one year.
Rating symbols should have CRA’s first name as prefix
A1mfs - Schemes with this rating are considered to have very strong degree of
safety regarding timely receipt of payments from the investments that they have
made.
A2mfs - Schemes with this rating are considered to have strong degree of safety
regarding timely receipt of payments from the investments that they have made.
A3mfs - Schemes with this rating are considered to have moderate degree of
safety regarding timely receipt of payments from the investments that they have
made.
A4mfs - Schemes with this rating are considered to have minimal degree of
safety regarding timely receipt of payments from the investments that they have
made.
Modifier {"+" (plus)} can be used with the rating symbols for the categories
A1mfs to A4mfs. The modifier reflects the comparative standing within the
category.
Page 73 of 105
Annexure 8
Rating Symbols an d Definitions for Issuer Rating
Rating symbols should have CRA’s first name as prefix
AAA - Issuers with this rating are considered to have the highest degree of safety
regarding timely servicing of debt obligations. Debt exposures to such issuers carry
lowest credit risk.
AA - Issuers with this rating are considered to have high degree of safety regarding timely
servicing of debt obligations. Debt exposures to such issuers carry very low credit risk.
A - Issuers with this rating are considered to have adequate degree of safety regarding
timely servicing of debt obligations. Debt exposures to such issuers carry low credit risk.
BBB - Issuers with this rating are considered to have moderate degree of safety regarding
timely servicing of debt obligations. Debt exposures to such issuers carry moderate credit
risk.
BB - Issuers with this rating are considered to have moderate risk of default regarding
timely servicing of debt obligations.
B - Issuers with this rating are considered to have high risk of default regarding timely
servicing of debt obligations.
C - Issuers with this rating are considered to have very high risk of default regarding timely
servicing of debt obligations.
D - Issuers with this rating are in default or are expected to be in default soon.
Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols for the
categories AA to C. The modifiers reflect the comparative standing within the
category.
Page 74 of 105
Annexure 9
Rating Symbols and Definitio ns for Long Term Credit Enhanced Securities
Long term Credit Enhancement securities: The securities with original
maturity exceeding one year
Rating symbols should have CRA’s first name as prefix.
AAA (CE) - Securities with this rating are considered to have the highest degree
of safety regarding timely servicing of financial obligations. Such securities
carry lowest credit risk.
AA (CE) - Securities with this rating are considered to have high degree of
safety regarding timely servicing of financial obligations. Such securities carry
very low credit risk.
A (CE) - Securities with this rating are considered to have adequate degree of
safety regarding timely servicing of financial obligations. Such securities carry
low credit risk.
BBB (CE) - Securities with this rating are considered to have moderate degree
of safety regarding timely servicing of financial obligations. Such securities
carry moderate credit risk.
BB (CE) - Securities with this rating are considered to have moderate risk of
default regarding timely servicing of financial obligations.
B (CE) - Securities with this rating are considered to have high risk of default
regarding timely servicing of financial obligations.
C (CE) - Securities with this rating are considered to have very high likelihood
of default regarding timely payment of financial obligations.
D (CE) - Securities with this rating are in default or are expected to be in default
soon.
Modifiers {"+" (plus) / "-"(minus)} can be used with the rating symbols for
the categories AA (CE) to C (CE). The modifiers reflect the comparative
standing within the category.
Page 75 of 105
Annexure 10
Rating Symbols and Definitions for Short Term Credit Enhanced Securities
Short term Credit Enhanced Securities: The securities with original maturity of
up to one year
Rating symbols should have CRA’s first name as prefix.
A1 (CE) – Securities with this rating are considered to have very strong degree of
safety regarding timely payment of financial obligation. Such securities carry lowest
credit risk.
A2 (CE) - Securities with this rating are considered to have strong degree of safety
regarding timely payment of financial obligation. Such securities carry low credit risk.
A3 (CE) - Securities with this rating are considered to have moderate degree of safety
regarding timely payment of financial obligation. Such securities carry higher credit
risk as compared to instruments rated in the two higher categories.
A4 (CE) - Securities with this rating are considered to have minimal degree of safety
regarding timely payment of financial obligation. Such securities carry very high credit
risk and are susceptible to default.
D (CE) - Securities with this rating are in default or expected to be in default on
maturity.
Modifier {"+" (plus)} can be used with the rating symbols for the categories A1
(CE) to A4 (CE). The modifier reflects the comparative standing within the
category.
Page 76 of 105
Annexure 11
Instrument-wise definition of default
Financial Instrument Rating Definition of Default
Scale
Debentures/Bonds A delay of 1 day even of 1 rupee (of
principal or interest) from the scheduled
Long Term repayment date.
Commercial Paper Short term
Other Scenarios
When rated instrument is Non-servicing of the debt (principal as well
rescheduled: as interest) as per the existing repayment
terms in anticipation of a favourable
response from the creditor of accepting
their restructuring application/ proposal
shall be considered as a default.
Rescheduling of the debt instrument by the
lenders prior to the due date of payment
will not be treated as default, unless the
same is done to avoid default or
bankruptcy.
Page 77 of 105
Annexure 12
Standard Template for No Default Statement (Minimum Information be
sought)
To
<CRA Name and
Address>
Dear Sir/ Madam,
1. We hereby Confirm that as on date there are no Over dues or default on our listed
debt obligations.
2. We hereby Confirm that as on date there are no Over dues or default on our
unlisted debt obligations.
3. We also confirm that in the month ended <Month and Year name>, there has been
no instance of delay in servicing of our listed debt obligations.
4. We also confirm that in the month ended <Month and Year name>, there has been
no instance of delay in servicing of our unlisted debt obligations.
5. We also confirm that in the month ended <Month and Year name>, there has been
no instance of delay in servicing of debt obligations guaranteed by us.
6. We hereby Confirm that as on date there are no Over dues or default on payment
of interest/installment obligations on loans from banks/financial institutions which
continues beyond 30 days.
7. We hereby Confirm that as on date there are no Over dues or default on revolving
facilities like cash credit, from banks/financial institutions which continues beyond
30 days.
8. We also confirm that there has been no overdraw of the drawing power sanctioned
by the bank for a period of more than 30 consecutive days in case of bank facilities
which do not have scheduled maturity/repayment dates.
9. Details of default in payment of interest/installment obligations on loans including
revolving facilities like cash credit from banks /financial institutions and any over
overdraws beyond what is sanctioned by the bank, beyond 30 days as on date/ in
the month ended <Month and Year name>, in any of the above case (if any).
Page 78 of 105
Na Nature of Date of Curre Amount Actual Date Remark
me obligation defau lt nt to be of Payment s
of defaul paid any)
Lende t
r amount
10. Details of default in payment of principal/interest obligations as on date/ in the
month ended <Month and Year name>, on our listed and unlisted debt obligations,
in any of the above cases (if any):
Name of the ISIN Amount to Due Date of Actual Date Remarks
security be paid Payment of Payment
Thanking You, Yours faithfully,
<Authorized Signatory of Issuer>
Page 79 of 105
Annexure 13
Standard Template for Press Release (Minimum Information be disclosed)
Name of the Company
Date of Press Release
Details of security/ies
Name of Date Coupon rate Matur Size of Rating assigned,
the security of ity the along with
issuan Date issue Rating Outlook
ce
Rating action (assigned/ upgraded/ downgraded) for the security.
Detailed Rationale justifying the Rating Action/ rating assigned.
List of key rating drivers for the Rating Action i.e. factors justifying favourable
assessment (strengths) and factors constituting risk (weakness).
Detailed description of key rating drivers highlighted above.
Analytical approach (wherever applicable) taken by the CRA to assign the rating.
Liquidity
Hyperlink/ reference to the applicable "Criteria" for rating the security.
About the Company: Factual details of the company along with the major financial
information for the last and current financial year. This shall include key financial
indicators and ratios for the Issuer for the last and current financial year, in tabular
form, as well as any other significant information relevant to the Issuer and its Sector.
Status of non-cooperation with previous CRA (if applicable): Reason and
comments on status of non-co-operation with the previous CRA (if applicable).
Rating Sensitivity:
Any other information:
Rating History for last three years:
Page 80 of 105
S.No Name of Current Rating (Year T) Chronology of Rating History for
security the past 3 years (Rating
Assigned and Press Release
Date) along with Outlook/
Watch, if applicable
Type Amount Rating Date(s) & Date(s) & Date(s) &
(long term/ Outstandi Rating(s) Rating(s) Rating(s)
Short term) ng assigned assigned assigned
(INR in Year in Year in Year
Crores) T-1 T-2 T-3
1
2
Note on complexity levels of the rated security:
Name and Contact Details of the Rating Analyst(s):
About CRA:
CRA Disclaimer:
Page 81 of 105
Annexure 14
Indicative illustration of usage of descriptors for liquidity assessment
1. Liquidity: Superior/ Strong - Liquidity is marked by strong accruals against negligible
repayment obligations and liquid investments to the tune of Rs.xxx Crore. With a gearing of
xx times as of March 31, xxxx, the issuer has sufficient gearing headroom, to raise additional
debt for its capex. Its unutilized bank lines are more than adequate to meet its incremental
working capital needs over the next one year.
2. Liquidity: Adequate - Adequate liquidity characterized by sufficient cushion in accruals vis-
à-vis repayment obligations and moderate cash balance of Rs.xx Crore. Its capex
requirements are modular and expected to be funded using debt of Rs.xx Crore for which it
has sufficient headroom. Its bank limits are utilized to the extent of 80% and has sought
enhancement in bank lines, supported by above unity current ratio.
3. Liquidity: Stretched - Liquidity is marked by tightly matched accruals to repayment
obligations, highly utilized bank limits and modest cash balance.
4. Liquidity: Poor - Poor liquidity marked by lower accruals when compared to repayment
obligations, fully utilized bank limits and modest cash balance. This could constrain the
ability of the company to repay is debt obligations on a timely basis.
Page 82 of 105
Annexure 15
Type of Securities / Support Consideration(s) for CE-suffix:
1. Guaranteed bond; Shortfall undertaking backed bond or other such third-party credit
enhancement
2. Covered bonds which have to be serviced primarily by the issuer (i.e., primary recourse
to issuer), with secondary recourse to the cash flows from the pool of loans housed in a
trust
3. Partially guaranteed bond
4. Commercial Mortgage-Backed Securities (CMBS)-like structures
5. Standby Letter of Credit (SBLC) backed securities
6. Debt backed by pledge of shares or other assets
7. Guaranteed Pooled bond issuance (PBI), not through a trust
8. Obligor/Co-obligor structures or Cross-default guarantee structures
9. Debt backed by Payment Waterfall /Escrow, or DSRA etc., but with Full Guarantee or
DSRA Replenishment Guarantee from a third party
10. Letter of comfort
Page 83 of 105
Annexure 16
Summary Record of the Rating Committee Meeting (RCM)
A. Preliminary Information
● Date of the RCM
● Names of all the persons attending the RCM
● Names of rating committee members present (only rating committee members
will have voting rights)
● Name of the chairperson of the meeting
● Any other special invitees (if any)
B. Information Relating to Rating Decision
Following information/details of each rating decision shall be captured:
● Name of the rated issuer/entity
● Rating exercise i.e. whether it is a fresh rating or review/ surveillance case
● Rating outcome i.e. rating assigned, along with rating outlook and special rating
symbol, if any
● Summary of key issues discussed during the RCM
● Dissent (if any) by any RCM member
C. Authentication and Maintenance of Rating Committee Summary
● The summary of the RCM shall be approved/ signed by the Chairperson, either
manually or digitally.
● The approved/ signed summary shall be maintained either manually or electronically.
Page 84 of 105
Annexure 17
Sharing of information between Debenture Trustees (DTs) and CRAs
A. Information from CRAs to DTs
i. Rating assigned/revised for debt securities along with the rationale for the
same.
ii. Press release, outstanding ratings etc. in respect of debt securities.
iii. Non-cooperation by the issuers with respect to sharing necessary information
for monitoring the credit quality of the rated instrument with CRAs.
iv. Press release and separate communication to DT on withdrawal of rating post
redemption of entire amount due towards debenture-holders.
v. Default of any type committed by the issuer.
B. Information from DTs to CRAs
i. Whether the asset in respect of which security has been created is free from
any encumbrance and adequate to ensure asset cover for the debentures or if
there is any breach of the terms of creation of the security. This information
shall be shared on half yearly basis.
ii. Funds transferred to Debenture Redemption Reserve (DRR), depletion of the
DRR/invocation of guarantee which could affect the payment of debenture
obligations. This information shall be shared annually.
iii. Details of redemption of the issue.
iv. Any default committed including the default in payment of interest or
redemption of debentures or delay in creation of security.
v. Any change or restructuring of the terms of the issue.
vi. Periodic reports from lead banks about the progress of the project for which
funds have been raised through debentures and certificate from issuer's
auditors in respect of utilization of funds.
vii. Details of grievances filed by debenture-holders and action taken to resolve
them.
viii. Non-cooperation by the issuer with respect to furnishing required reports/
certificates/ information.
Information pertaining to points iii. to viii. above shall be shared as and when available.
Page 85 of 105
Annexure 18
Template for sharing of information between Debenture Trustees (DTs) and
CRAs
Excel Template for sharing of information by CRA with DT
Page 86 of 105
ANNEXURE 19
Financial sector regulators/ authorities
1. Securities and Exchange Board of India
2. Reserve Bank of India
3. Insurance Regulatory and Development Authority of India
4. Pension Fund Regulatory and Development Authority
5. Ministry of Corporate Affairs
6. Insolvency and Bankruptcy Board of India
Page 87 of 105
ANNEXURE 20
Format for Half-Yearly Rating Summary Sheet
S.N Parameter No. of Amount of debt
o. ratings rated (INR millions)
1. New Ratings
2. Upgrades
a. Total Upgrades
b. Upgrades from Non-
Investment to Investment
Grade
3. Downgrades
a. Total Downgrades
b. Downgrades from Investment
to Non - Investment Grade
4. Defaults
a. Total Defaults
b. Default from Non- Investment
Grade
c. Default from Investment
Grade:
AAA
AA
A
BBB
5. Change in Ratings assigned post
request of review/appeal by Issuer in
surveillance cases
a. Ratings wherein request of review/appeal
by the Issuer
b. Rating that have undergone
revision post request of review/appeal by
Issuer
6. Ratings Withdrawn
7. Rating Distribution for outstanding
ratings as on 31st March/ 30th September
a AAA
b AA
c A
d BBB
e BB
f B
g C
h D
Page 88 of 105
Annexure 21
Details of new credit ratings assigned during last six-months
New Ratings assigned between Apr – Sep/ Oct – Mar
S Na Sector Securities Issue Listing Wheth Whether Rating Final
. me etc.) Type etc.) Size Status er the review/appea assign Rating
N (INR (Listed/ issuer l of the rating ed Assign
o of million Propose reque was granted prior to ed
the s) d to be sted by CRA. reques
Issu listed ) for a t for
er review review
/appe /appea
al of l by the
rating issuer
?
Page 89 of 105
Annexure 22
Movement* of Each Credit Rating
Upgrades
Rating Upgrades between Apr – Sep/ Oct – Mar
S Nam Sect Security Listing Rating Rating Date Notch Trigger
. e of or Type Status prior to post of differenc Event
N the etc.) (Listed revisio revisio Press e (Quarterly
o issue / n n release Results,
r Propos for Exchange
ed to Rating Disclosures
be upgrade , Annual
listed) Surveillanc
e etc.)
Downgrades

Rating Upgrades between Apr – Sep/ Oct– March
S Nam Sector Security Listing Rating Rating Date Notch Trigger
. e of Type Status prior post differen Event
N the (Listed to Revisio of ce Quarterly
o issuer / Revisio n Press Results,
Propose n Release Exchange
d to be for Disclosure
listed) Rating s,
downgra Annual
ded surveillance
etc.)
*Will cover only rating changes. Reaffirmations shall be excluded”
Page 90 of 105
Annexure 23
Movement of each credit rating from investment grade to non-
investment grade and vice versa
Rating Movement from Investment Grade and Non-Investment Grade between Apr –
Sep/ Oct – Mar
From Investment Grade to Non-Investment Grade
S Name of Sector Security Type Listing Rating Rating
. the Status prior to post
N Issuer (Listed Revision Revisio
o /Propo n
sed to
be
listed)
From Non- Investment Grade to Investment Grade
S Name of Sector Security Type Listing Rating Rating
. the Status prior to post
N Issuer (Listed Revision Revisio
o /Propo n
sed to
be
listed)
Page 91 of 105
Annexure 24
History of Credit Rating of all Outstanding Securities
History of Credit Rating of all Outstanding Securities
S. Na Sect Type Outst Listi Initial Date RatinDate Ra Date R D … Curr
N me or of andin ng Ratin of g of ti of ati at … ent
o of secu g Stat g Initia afte 1st n 2nd ng e … Outs
the rity) Issue us l r Rev g Rev aft of tand
Issu Size (List Rati 1st isio af isio er 3r ing
er (INR ed ng Revis n te n 3r d Rati
millio /Pro ion r d R ng
ns) pos 2n R e
ed d e vi
to R vis si
be e io o
liste vi n n
d) si
o
n
Page 92 of 105
Annexure 25
List of Defaults Separately for Each Rating Category (on half-yearly basis)
Long Term Scale
Date of
Listing trigger
Date
Status of
Issue of
S Name (Listed Rating Trigge event/
Size Defa
. of the Securit / prior to r receivin
(INR ult
N Issuer Sector y Propo Default Eve g
millio Rec
o Type sed to nt intimati
ns) ogni
be on
tion
listed)
Rating prior to default - AAA category
1
2
Rating prior to default - AA category
1
2
Rating prior to default - A category
1
2
Rating prior to default – BBB category
1
2
Rating prior to default – BB category
1
2
Rating prior to default – B category
1
2
Rating prior to default – C category
1
2
Short Term Scale
Page 93 of 105
S Na Date
. m Sec Issue Listing Rati Date
N e tor Securi Size Status ng Trig of of
o of ty (INR (Listed/ prio ger trigger Defaul
th Type millio Propose r to Ev of t
e ns) d to be Def ent event/ Recog
Iss listed) ault receivi nition
ue ng
r intimati
on
Rating prior to default - A1
category
1
2
Rating prior to default – A2
category
1
2
Rating prior to default – A3
category
1
2
Rating prior to default – A4
category
1
2
Page 94 of 105
Annexure 26
Sharp rating actions in investment grade rating
category (excluding non-cooperative issuers)
S. No. Rating action Number of ratings
1 Number of rating downgrades of more
. than 3 notches
2 Number of downgrades to default from
. investment grade ratings
3 Number of outstanding ratings as on
. March 31/ September 30
Page 95 of 105
Annexure 27
Long-run average default rates for long term instruments
Rating 1-Year 2-year 3-year
Category Default Rate Cumulative Cumulative
Default Rate Default Rate
AAA
AA
A
BBB
BB
B
C
Long-run average default rates for short term instruments
Rating 1-Year Default Rate
Category
A1+
A1
A2
A3
A4
Short-run average default rates for long term instruments
Rating 1-Year 2-year 3-year
Category Default Rate Cumulative Cumulative
Default Rate Default Rate
AAA
AA
A
BBB
BB
B
C
Short-run average default rates for short term instruments
Rating 1-Year Default Rate
Category
A1+
A1
A2
A3
A4
Page 96 of 105
Annexure 28
Average one-year transition rates for long-term ratings for the last 5-Financial Year
Period
Rating AA AA A BB BB B C D
Catego A B
ry
AAA
AA
A
BBB
BB
B
C
Note: The left-hand column identifies ratings outstanding at the beginning of the year.
Each row provides information on the migration pattern of those ratings by end of the
year.
Page 97 of 105
Annexure 29
Unsolicited Credit rating*
S. No. Name of the Rating
Issuer assigned
Financial Year Financial Year Financial Year
1 2 3
* If in a particular financial year, a rating has subsequently been changed,
then that shall also be disclosed
Solicited Credit Ratings assigned to those issuers mentioned in the table
above in the last financial year**
S. No. Name of the Issuer Rating assigned
** Any subsequent revision of the rating in the same year shall also be disclosed
Page 98 of 105
Annexure 30
PRINCIPLES FOR OUTSOURCING FOR CRAs
1. A CRA seeking to outsource activities shall have in place a
comprehensive policy to guide the assessment of whether and how
those activities can be appropriately outsourced. The Board / partners
(as the case may be) {hereinafter referred to as the “the Board”} of the
CRA shall have the responsibility for the outsourcing policy and related
overall responsibility for activities undertaken under that policy.
1.1 The policy shall cover activities or the nature of activities that can be
outsourced, the authorities who can approve outsourcing of such
activities, and the selection of third party to whom it can be outsourced.
For example, an activity shall not be outsourced if it would impair the
supervisory authority’s right to assess, or its ability to supervise the
business of the CRA. The policy shall be based on an evaluation of risk
concentrations, limits on the acceptable overall level of outsourced
activities, risks arising from outsourcing multiple activities to the same
entity, etc.
1.2 The Board shall mandate a regular review of outsourcing policy for such
activities in the wake of changing business environment. It shall also have
overall responsibility for ensuring that all ongoing outsourcing decisions
taken by the CRA and the activities undertaken by the third-party, are in
keeping with its outsourcing policy.
2. The CRA shall establish a comprehensive outsourcing risk management
programme to address the outsourced activities and the relationship
with the third party.
2.1 The CRA shall make an assessment of outsourcing risk which depends
Page 99 of 105
on several factors, including the scope and materiality of the outsourced
activity, etc. The factors that could help in considering materiality in a risk
management programme include-
a) The impact of failure of a third party to adequately perform the activity
on the financial, reputational and operational performance of the CRA
and on the investors / clients;
b) Ability of the CRA to cope up with the work, in case of non-
performance or failure by a third party by having suitable back-up
arrangements;
c) Regulatory status of the third party, including its fitness and probity status;
d) Situations involving conflict of interest between the CRA and the third
party and the measures put in place by the CRA to address such
potential conflicts, etc.
2.2 While there shall not be any prohibition on a group entity / associate of
the CRA to act as the third party, systems shall be put in place to have
an arm’s length distance between the CRA and the third party in terms of
infrastructure, manpower, decision-making, record keeping, etc. for
avoidance of potential conflict of interests. Necessary disclosures in this
regard shall be made as part of the contractual agreement. It shall be kept
in mind that the risk management practices expected to be adopted by
the CRA while outsourcing to a related party or an associate would be
identical to those followed while outsourcing to an unrelated party.
2.3 The records relating to all activities outsourced shall be preserved
centrally so that the same is readily accessible for review by the Board of
the CRA and / or its senior management, as and when needed. Such
records shall be regularly updated and may also form part of the
corporate governance review by the management of the CRA.
2.4 Regular reviews by internal or external auditors of the outsourcing
policies, risk management system and requirements of the regulator shall
be mandated by the Board wherever felt necessary. The CRA shall review
Page 100 of 105
the financial and operational capabilities of the third party in order to
assess its ability to continue to meet its outsourcing obligations.
3. The CRA shall ensure that outsourcing arrangements neither diminish
its ability to fulfill its obligations to customers and regulators, nor
impede effective supervision by the regulators.
3.1 The CRA shall be fully liable and accountable for the activities that are
being outsourced to the same extent as if the service were provided in-
house.
3.2 Outsourcing arrangements shall not affect the rights of an investor or
client against the CRA in any manner. The CRA shall be liable to the
investors for the loss incurred by them due to the failure of the third party
and also be responsible for redressal of the grievances received from
investors arising out of activities rendered by the third party.
3.3 The facilities / premises / data that are involved in carrying out the
outsourced activity by the service provider shall be deemed to be those
of the registered CRA. The CRA itself and Regulator or the persons
authorized by it shall have the right to access the same at any point of
time.
3.4 Outsourcing arrangements shall not impair the ability of SEBI/SRO or
auditors to exercise its regulatory responsibilities such as
supervision/inspection of the CRA.
4. The CRA shall conduct appropriate due diligence in selecting the third
party and in monitoring of its performance.
4.1 It is important that the CRA exercises due care, skill, and diligence in the
selection of the third party to ensure that the third party has the ability and
capacity to undertake the provision of the service effectively.
4.2 The due diligence undertaken by an CRA shall include assessment of:
Page 101 of 105
a) third party’s resources and capabilities, including financial
soundness, to perform the outsourcing work within the timelines fixed;
b) compatibility of the practices and systems of the third party with the
CRA’s requirements and objectives;
c) market feedback of the prospective third party’s business reputation
and track record of their services rendered in the past;
d) level of concentration of the outsourced arrangements with a single
third party; and
e) the environment of the foreign country where the third party is located.
5. Outsourcing relationships shall be governed by written contracts /
agreements / terms and conditions (as deemed appropriate) {hereinafter
referred to as “contract”} that clearly describe all material aspects of the
outsourcing arrangement, including the rights, responsibilities and
expectations of the parties to the contract, client confidentiality issues,
termination procedures, etc.
5.1 Outsourcing arrangements shall be governed by a clearly defined and
legally binding written contract between the CRA and each of the third
parties, the nature and detail of which shall be appropriate to the materiality
of the outsourced activity in relation to the ongoing business of the CRA.
5.2 Care shall be taken to ensure that the outsourcing contract:
a) clearly defines what activities are going to be outsourced, including
appropriate service and performance levels;
b) provides for mutual rights, obligations and responsibilities of the CRA
and the third party, including indemnity by the parties;
c) provides for the liability of the third party to the CRA for unsatisfactory
performance/other breach of the contract
d) provides for the continuous monitoring and assessment by the CRA
of the third party so that any necessary corrective measures can be
taken up immediately, i.e., the contract shall enable the CRA to retain
Page 102 of 105
an appropriate level of control over the outsourcing and the right to
intervene with appropriate measures to meet legal and regulatory
obligations;
e) includes, where necessary, conditions of sub-contracting by the third-
party, i.e. the contract shall enable CRA to maintain a similar control
over the risks when a third party outsources to further third parties as
in the original direct outsourcing;
f) has unambiguous confidentiality clauses to ensure protection of
proprietary and customer data during the tenure of the contract and
also after the expiry of the contract;
g) specifies the responsibilities of the third party with respect to the IT
security and contingency plans, insurance cover, business continuity
and disaster recovery plans, force majeure clause, etc.;
h) provides for preservation of the documents and data by third party ;
i) provides for the mechanisms to resolve disputes arising from
implementation of the outsourcing contract;
j) provides for termination of the contract, termination rights, transfer of
information and exit strategies;
k) addresses additional issues arising from country risks and potential
obstacles in exercising oversight and management
of the arrangements when CRA outsources its activities to
foreign third party. For example, the contract shall include choice-of-
law provisions and agreement covenants and jurisdictional covenants
that provide for adjudication of disputes between the parties under the
laws of a specific jurisdiction;
l) neither prevents nor impedes the CRA from meeting its respective
regulatory obligations, nor the regulator from exercising its regulatory
powers; and
m) provides for the CRA and /or the regulator or the persons authorized
by it to have the ability to inspect, access all books, records and
information relevant to the outsourced activity with the third party.
6. The CRA and its third parties shall establish and maintain contingency
plans, including a plan for disaster recovery and periodic testing of
Page 103 of 105
backup facilities.
6.1 Specific contingency plans shall be separately developed for each
outsourcing arrangement, as is done in individual business lines.
6.2 CRA shall take appropriate steps to assess and address the potential
consequence of a business disruption or other problems at the third party
level. Notably, it shall consider contingency plans at the third party; co-
ordination of contingency plans at both the CRA and the third party; and
contingency plans of the CRA in the event of non-performance by the third
party.
6.3 To ensure business continuity, robust information technology security is
a necessity. A breakdown in the IT capacity may impair the ability of the
CRA to fulfill its obligations to other market participants/clients/regulators
and could undermine the privacy interests of its customers, harm the
CRA’s reputation, and may ultimately impact on its overall operational risk
profile. Intermediaries shall, therefore, seek to ensure that third party
maintains appropriate IT security and robust disaster recovery
capabilities.
6.4 Periodic tests of the critical security procedures and systems and review
of the backup facilities shall be undertaken by the CRA to confirm the
adequacy of the third party’s systems.
7. The CRA shall take appropriate steps to require that third parties protect
confidential information of both the CRA and its customers from
intentional or inadvertent disclosure to unauthorized persons.
7.1 CRA that engages in outsourcing is expected to take appropriate steps
to protect its proprietary and confidential customer information and
ensure that it is not misused or misappropriated.
7.2 The CRA shall prevail upon the third party to ensure that the employees
Page 104 of 105
of the third party have limited access to the data handled and only on a
“need to know” basis and the third party shall have adequate checks and
balances to ensure the same.
7.3 In cases where the third party is providing similar services to multiple
entities, the CRA shall ensure that adequate care is taken by the third
party to build safeguards for data security and confidentiality.
8. Potential risks posed where the outsourced activities of multiple
intermediaries are concentrated with a limited number of third parties.
8.1. In instances, where the third party acts as an outsourcing agent for
multiple intermediaries, it is the duty of the third party and the CRA to
ensure that strong safeguards are put in place so that there is no co-
mingling of information/documents, records and asset.
Page 105 of 105