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Circular: Annexed
Circular: Annexed
To
All Credit Rating Agencies Registered with SEBI
3. The CRAs shall effectively implement these guidelines within 60 days from the
date of issue of this circular.
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4. 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 India Act,1992 and SEBI (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Market) Regulations, 2003.
Yours faithfully,
Surabhi Gupta
Deputy General Manager
Market Intermediaries Regulation and Supervision Department
Tel. No: 022-26449315
Email id: [email protected]
Encl: Annexure
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Annexure A
1. Operations Manual/ Internal governing document:
A. Rating 'Criteria
I. Each CRA shall frame detailed rating criteria, include the same in its
Operations Manual/ Internal governing document and disclose the same on its
website. At the least, the followingratingcriteriashall be formulated by each
CRA:
Criteria on:
a) Default recognition and post-default curing period (Instrument-wise
definition of default to be followed by all CRAs is provided in Annexure-
A1.)
b) Financial ratios (Explaining how a CRA analyses various financial ratios
including adjustments made to financial statements for the interpretation
of financial ratios)
c) Consolidation of companies
d) Parent support/group/government support
e) Manufacturing, trading companies, and services sector
f) Banks and financial institutions
g) Securitization transactions
h) Public finance
i) Infrastructure ratings
II. Each criteria shall be reviewed periodically by the CRA and the periodicity for
such 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.
III. The criteria shall be placed on the CRAs website in a user-friendly manner in
order to facilitate easy and ready access of the same by investors.
IV. Press Release, related to rating action, shall provide a reference/ hyperlink
tothe specific criteriaapplied for the rating.
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I. CRAsare mandated to have in place a proper rating process and disclosethe
same on their website.
II. The following shall also be specified in the Operations Manual/ Internal
governing document of CRAs:
III. Each CRA shall frame detailed guidelines on the following, include them in its
Operations Manual/ Internal governing document and disclose the sameon its
website:
IV. 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.
II. Analysts shall be responsible for undertaking the rating process and adhering
to the timelines as specified in the Operations Manual/ Internal governing
document.
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information that must be covered in the Press Release. CRAs can include
additional information, while maintaining the basic format of the Press
Release.
II. While the Press release for the initial rating of bonds, debentures, etc. shall
disclose information about the rated amount of the instrument, the subsequent
Press Releases shall also disclose additional details of the rated instrument,
viz. coupon, maturity date, etc.
III. Each CRA shall assign a ratingOutlook and disclose the same in thePress
Release.
IV. Press Releaserelated to review of rating shallalso carry the rating transition/
history of all instruments of that issuer, rated by the CRA in the past 3 years,
irrespective of whether the instrument is currently outstanding or not.
V. The ratinghistory, Press Releases and Rating Reports, including those ratings
which have been withdrawn, shallbeavailable on the CRA's website.
B. Persons who have business responsibility shall not be part of the Rating
Committee. However, the MD/ CEO may be a member of the Rating Committee
if the majority of the Rating Committee members areindependent.
("Independent" would mean people not having any pecuniary relationship with
the CRA or any of its employees).
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I. Ratings assigned by the rating committees/ sub-committees including ratings
assigned based on best available information in cases of non-cooperation by
the issuer.
II. Sharp changes in ratings.
The review report thereof shall be placed before the Board of the CRA.
4. Disclosures:
II. Each CRA shall promptly disclose on its website details of all suchratings
where the review became due but was not completed by the due date, as
per the timelines specified in the CRAs Operations Manual/ Internal
governing document. Details disclosed shallinclude the name of the issuer,
name/ type of instrument, size of the issue, date of last review, reasons for
delay in periodic review, hyperlink to the last Press Release, etc.
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VI. Limitations regarding information availability (shallhave a suitable caveat
cautioning the investors/lenders /public)
VII. Rating History for last three years
VIII. Name and contact details of the Rating Analyst(s)
D. 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.
E. The Rating Agreement, signed between the CRA and its client (issuer/
borrower),shall have an additional clause stating that -
"The client (issuer/ borrower) agrees to disclose the history and status (non-
cooperation, non-payment of fees etc.) of previous rating relation with the
earlierCRA(s) to the new CRA along with reasons for non- cooperation,, etc. if
applicable."
For strengthening and improving the relevance of the internal audit of CRAs, as
envisaged under Regulation 22 of the SEBI (Credit Rating Agencies) Regulations,
1999 and Circular SEBI/ MIRSD/CRA/Cir-01/ 2010 dated January 06, 2010, it has
been decided to implement the below mentioned additional norms for the Internal
Audit:
I. The audit firm shallhave a minimum experience of three years in the financial
sector.
III. The audit team must be composed of, at least, a Chartered Accountant
(ACA/FCA) and a Certified Information Systems Auditor (CISA).
B. Rotation of InternalAuditors
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I. CRA and its employees, who are associated directly or indirectly with the
rating business, have complied with the regulations and code of conduct.
II. CRA has defined processes for operations that have been followed during
the rating exercise.
V. CRA has frameda policy for default recognition, consistent with regulatory
guidelines, and is adhering to the same. At a minimum, it shall be checked
ifanyirregularities/ 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:
VI. Review of ratings has been carried out as per the review policy of the CRA.
VII. Dissents, if any, have been recorded for each committee meeting, as stated
in the Operations Manual/ Internal governing document.
VIII. 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.
IX. The PressReleases issued are broadly in line with the standard template as
placed at Annexure-A2.
XI. Comment on the conflict of interest, if any, arising due to composition of the
rating committee and participation in the rating committee meetings.
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II. The final action taken report, including the comments/ recommendations
made by Compliance Officer and the Board of the CRAas 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:
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Annexure-A1: Instrument-wise definition of default
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Annexure-A2: Standard Template for Press Release (Minimum
Information be disclosed)
Details of Instrument
Name of the Date of Coupon Maturity Size of the Ratingassigned,
instrument issuance rate Date issue along with Rating
Outlook
List of key rating driversfor the Rating Action i.e. factors justifying favourable
assessment (strengths) and factors constituting risk (weakness).
Analytical approach (wherever applicable) taken by the CRAto assign the rating.
About the Company:Factual details of the company along with the major financial
information for the last and current financial year.
1
2
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Note on complexity levels of the rated instrument:
About CRA:
CRA Disclaimer:
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Annexure-A3: Summary Record of the Rating Committee Meeting (RCM)
A. Preliminary Information
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Annexure-A4: Movement of each credit rating that has moved by more
than one notch
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