TaxTMI 
TaxTMI 
Master Circular for ESG Rating Providers (“ERPs”)
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the conditions laid down in this master circular. Also, ERPs shall have necessary systems and infrastructure in place for implementation of this circular. The Board of Directors of the ERP shall be responsible for ensuring compliance with these provisions. IV. 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 28H of CRA Regulations, to protect the interest of investors in securities, to promote the development of, and to regulate, the securities market. V. Applicability: The provisions of the Master Circular shall come into force with immediate effect from the date of notification of this Master Circular. For the purpose of this Circular, "listed entity" shall have the same meaning as provided in Regulation 2(1)(p) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. VI. Monitoring: Monitoring of provisions of this circular shall be done in terms of the yearly internal audit for ERPs, mandated under Regulation 28S of the CRA Regulations and this master circular issued thereunder. VII. This Circu....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... are required to obtain prior approval of SEBI in case of change in control. 2.2. To streamline the process of providing approval to the proposed change in control of an ERP (hereinafter referred to as intermediary or applicant), the following is mandated: 2.2.1. An ERP shall make an application to SEBI for prior approval through the SEBI Intermediary Portal (https://siportal.sebi.gov.in). However, till operationalisation of SEBI Intermediary Portal for ERPs, an ERP may submit such application, in hard copy, addressed to "Chief General Manager, Department of Debt and Hybrid Securities, SEBI", as well as in soft copy, via email to [email protected]. 2.2.2. The abovementioned application by an ERP shall be accompanied by the following information/ declaration/ undertaking about itself, the acquirer(s) / the person(s) who shall have the control and the directors/ partners of the acquirer(s) / the person(s) who shall have the control: 2.2.2.1. Current and proposed shareholding pattern of the applicant 2.2.2.2. Whether any application was made in the past to SEBI seeking registration in any capacity but it was not granted? If yes, details there....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ich needs sanction of the National Company Law Tribunal ("NCLT") in terms of the provisions of the Companies Act, 2013, the following shall be applicable: 2.3.1. The application seeking approval for the proposed change in control of the intermediary shall be filed with SEBI prior to filing the application with NCLT. 2.3.2. Upon being satisfied with compliance of the applicable regulatory requirements, an in-principle approval will be granted by SEBI; 2.3.3. The validity of such in-principle approval shall be three months from the date issuance, within which the relevant application shall be made to NCLT. 2.3.4. Within 15 days from the date of order of NCLT, the intermediary shall submit an online application in terms of paragraph 2.2 of this circular along with the following documents to SEBI for final approval: 2.3.4.1. Copy of the NCLT Order approving the scheme; 2.3.4.2. Copy of the approved scheme; 2.3.4.3. Statement explaining modifications, if any, in the approved scheme vis- à-vis the draft scheme and the reasons for the same; and 2.3.4.4. Details of compliance with the conditions/ observations, i....
X X X X Extracts X X X X
X X X X Extracts X X X X
....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; 4.1.1.3. allow its clients to withdraw any assignment given to the ERP, without any additional cost to such clients; 4.1.1.4. facilitate an orderly migration of assignments as desired by clients to other ERP(s) holding a certificate of registration under CRA Regulations; 4.1.1.5. continue to comply with the provisions of the CRA Regulations and circulars issued thereunder, till the time the ERP 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. 4.1.2. The ERP, on and from the date of acceptance of the Request, or when it is commencing the winding up process, shall: ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....om such regulator or authority and submit a self-attested copy of the same to SEBI along with the request for surrender of certificate. If the ERP does not have any outstanding rating of any such product or issuer, it shall provide a confirmation to that effect. 4.1.5.3. The ERP 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 2. 4.1.5.4. In all cases of transfer of business or client accounts to another registered intermediary, the clients shall not be subjected to any additional cost. 4.1.5.5. ERP shall maintain its records, documents, information obtained from its clients during the course of ESG rating from its clients, for at least three years after surrender of registration. 4.1.5.6. In its application to SEBI, the ERP shall also provide an undertaking that it shall continue to maintain confidentiality of the data obtained by it from its existing clients for the purpose of ESG rating, unless asked to sh....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d circulars issued thereunder. 5.4. Further, the following is clarified: 5.4.1. If in any of the ESG rating products referred to at Para 5.2.1-5.2.3, the ERP relies only on third-party assured parameters, then the ERP shall not be required to provide separate ESG rating products referred to at Para 5.2.4- 5.2.6, respectively, or a non-core variant thereof. For instance, if an ERP's transition scoring is based only on third-party assured data, the ERP shall not be required to provide a separate product called "Core Transition Score" or another separate product for transition score based on non-assured data. 5.4.2. If an ERP incorporates transition assessment in its ESG ratings or Core ESG ratings, then the ERP shall not be required to separately offer Combined Score or a Core Combined Score (Para 5.2.3 and Para 5.2.6 above) respectively. 5.4.3. However, in the above cases, such ERP must disclose the said facts in ESG rating rationales and ESG rating methodologies. 5.5. The above six ESG rating products shall: 5.5.1. suitably incorporate the environmental, social and governance aspects that are contextual to the Indian market. An ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....G rating rationales may contain an additional commentary / observations on data that may not be verified/ assured by a third-party. The same ensures that unverified data is not included in core ESG rating, but at the same time, users of core ESG rating are made aware of the unverified information as well, based on which they may take any action as they deem appropriate. 5.7.3. Further, a Core Combined score incorporating Core ESG rating and Core transition rating, i.e., measuring both the status and the ability to transition shall also be provided. A Core Combined score shall be determined in the following manner: Core ESG Score + Core Transition or Parivartan Score = Core Combined Score Note: The "+" symbol does not denote a simple addition of the two scores. An ERP shall be free to combine the two scores in a way that is consistent with its publicly-disclosed rating methodology. 5.7.4. Core ESG rating, Core Transition or Parivartan Score, and Core Combined Score shall be offered by an ERP pursuant to availability of 'Business Responsibility and Sustainability Report (BRSR) Core' for the rated entity. 6. Rating Scale 6.1. In the inte....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... the rated entity, in terms of a written contractual agreement between such entity and the ERP, which may contain such provisions as may be specified by SEBI. 8.2. In order to mitigate potential conflict of interests, it is mandated that ERPs shall not follow a hybrid business model, i.e. an ERP shall not assign certain ESG rating based on issuer-pay model, while assigning another ESG rating based on a subscriber-pays business model. 9. Rating Process 9.1. Each ERP shall frame detailed guidelines on the following and disclose the same on its website: 9.1.1. General nature of compensation arrangements with rated entities 9.1.2. Policy for request for review/appeal by Issuer against the rating being assigned to its securities 9.1.3. Guidelines on what constitutes non-cooperation, in case of ERPs following an issuer-pays business model. 9.1.4. Gift policy 9.1.5. Confidentiality policy 9.1.6. Policy on outsourcing of activities 9.1.7. FAQs on ratings 9.1.8. Disclosure on managing conflict of interest 9.2. Any change in the rating process or policies shall be disclosed on the ERP's ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ge Board of India Act,1992 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003. 10. Monitoring and Review of Ratings 10.1. Material Events requiring a review 10.1.1. Regulation 28L(g) of CRA Regulations require an ERP to have efficient systems to track material developments related to environmental, social and governance factors to ensure timely and accurate ESG ratings. 10.1.2. Material developments in this respect shall be any event that results in a change of the ESG profile of the rated company. Such material developments shall include, but not be restricted to, publication of Business Responsibility and Sustainability Reporting (BRSR) or controversy/ penalty in environmental, social or governance areas. 10.1.3. ERPs shall carry out a review of the ESG ratings upon the occurrence of or announcement/ news of such material developments, and immediately, but not later than 10 days of occurrence of the said event. 11. Rating Rationale 11.1. ESG rating providers generally follow either a subscription-based business model or an issuer-pays business model. In either of the ca....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r and ERP: 12.1.1. The ERP shall enter into a written agreement with each client who (or whose securities) the ERP proposes to rate, and such agreement shall include the following provisions, namely: 12.1.1.1. the rights and liabilities of each party in respect of the ESG rating shall be defined; 12.1.1.2. the fee to be charged by the ERP shall be specified; 12.1.1.3. the client shall co-operate with the ERP in order to enable the latter to carry out periodic review of the ESG rating during the tenure of the rated instrument or validity of ESG rating; 12.1.1.4. the client shall co-operate with the ERP in order to enable the latter to arrive at, and maintain, a true and accurate ESG rating of the client or clients securities and shall in particular provide to the latter, true, adequate and timely information for the purpose. 12.1.1.5. the ERP shall disclose to the client the ESG rating assigned to the latter (or its securities) through regular methods of dissemination; 12.1.1.6. The client (issuer) agrees to disclose the history and status (non- cooperation, non-payment of fees etc.) of previous rating relation with the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ted, on a recognized stock exchange, and other ESG ratings that are required under various SEBI Regulations or circulars issued thereunder), etc. and disclose it on their website. 12.2.5. In case of non-cooperation by the issuer, the ESG 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'. 12.2.6. Information to be disclosed through the Rating Rationale: The rating action(s) in such cases shall be promptly disclosed through rating rationale(s), which shall mention, at least, the following: 12.2.6.1. Date of the Rating Rationale 12.2.6.2. Details of security / entity 12.2.6.3. Rating Action and Indicative/updated rating based on best available information 12.2.6.4. A brief write-up on the non-co-operation by the Issuer/ Borrower and the consistent follow-up done by the ERP for getting the information. 12.2.6.5. Hyperlink/ reference to the applicable "Criteria" 12.2.6.6. Limitations regarding information availability (shall have a suitable caveat cautio....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... not interfere in the determination of ESG rating. 15.2. At least one third of the board of an ERP shall comprise of independent directors, if the board is chaired by a non-executive director. In case the board of the ERP is chaired by an executive director, at least half of the board shall comprise of independent directors. 15.3. The board of an ERP shall constitute the following committees: 15.3.1. ESG Ratings Sub-Committee 15.3.2. Nomination and Remuneration Committee 15.4. The Rating team of an ERP shall report to a Chief Ratings Officer (CRO). 15.5. The Chief Ratings Officer (CRO) shall directly report to the ESG Ratings Sub- Committee of the board of the ERP. 15.6. The Nomination and Remuneration Committee shall be chaired by an independent director. 16. Accountability of Rating Analysts of ERPs 16.1. Roles and responsibilities of the ESG rating analysts/team of ERPs shall be clearly laid out by the ERP. 16.2. Analysts or other members of the ESG rating team shall be responsible for undertaking the ESG rating process and adhering to the timelines as specified by the ERP. 17. Dealing with Co....
X X X X Extracts X X X X
X X X X Extracts X X X X
....actions for purchase or sale of securities of the companies which have been rated by the ERP or whose securities/instruments/facilities have been rated by the ERP. b. The Compliance Officer of the ERP shall apply to the Chief Executive of the ERP 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. 17.3.4.4. Disclosures a. Any person, who becomes an employee of the ERP, shall submit a statement of holding of all securities in respect of persons mentioned at para 17.3.2 above to the Compliance officer or Chief Executive, as the case may be, within 7 working days of joining ERP. b. All employees of ERP 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 Fina....
X X X X Extracts X X X X
X X X X Extracts X X X X
....carried out during the year shall be uploaded by the ERPs on their websites, in the format specified at Annexure 5. The disclosure in the "Rating Distribution for outstanding ratings as on 31st March" section of Annexure 5 shall also include number of INC ratings outstanding in each category also, if applicable. 19.3.1.2. Details of new ESG ratings assigned during last year (Annexure 6) 19.3.1.3. Movement of ESG rating of all outstanding listed entities/ securities during the last year (Annexure 7), 19.3.1.4. The history of ESG rating of all outstanding listed entities/ securities (Annexure 8), 19.3.2. Disclosure of Average Rating Transition Rates 19.3.2.1. Regulation 28K of CRA Regulations requires an ERP to publish its average one-year ESG rating transition rate on its respective website, in a manner as may be specified by SEBI; 19.3.2.2. Transition studies are central to evaluating the performance of an ERP 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 ERP should publish information about the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t from ESG rating services and non-ESG rating services, 19.3.3.3. issuer wise percentage share of non-ESG rating income of the ERP and its subsidiary to the total revenue of the ERP and its subsidiary from that issuer, and 19.3.3.4. names of the rated issuers who along with their associates contribute 10% or more of total revenue of the ERP and its subsidiaries. 20. Continuous Disclosures 20.1. An ERP shall make all the disclosures stipulated below on their websites and maintain the same at all times. 20.2. The rating history, Rating Rationales and Rating Reports, including those ratings which have been withdrawn, shall be available on the ERP's website. 20.3. Disclosures in case of delay in periodic review: 20.3.1. Regulation 28M of CRA Regulations prescribe that an ERP shall annually, or if required, more frequently, review each of the published ESG ratings, unless the ESG rating is withdrawn in accordance with these regulations. 20.3.2. Accordingly, each ERP shall promptly disclose on its website details of all such ratings where the review became due but was not completed by the due date. Details disclosed sh....
X X X X Extracts X X X X
X X X X Extracts X X X X
....arly basis. 22.1.2. 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 ERP. 22.1.3. It shall cover all aspects of ERP 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. 22.1.4. The report shall state the methodology adopted, deficiencies observed, and consideration of response of the management on the deficiencies. 22.1.5. 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. 22.1.6. The report shall comment on the adequacy of systems adopted by the ERP for compliance with the requirements of regulations and guidelines issued by SEBI and investor grievance redressal. 23. Requirements related to Internal Audit of ERPs: ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....pon receipt of the internal audit report, the Compliance Officer of the ERP shall provide detailed comments on each of the observations therein and place the same before the Board of the ERP. 23.4.3. The final action taken report, including the comments/ recommendations made by Compliance Officer and the Board of the ERP as well as the corrective steps taken by the ERP, 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 ERP, whichever is later, in the following format: Sr. No. Observations of the auditor Remarks by the Compliance Officer Comments of the Board of the ERP Corrective actions taken 23.4.4. All ERPs shall report the following change(s) to SEBI while submitting the Action Taken Report: 23.4.4.1. 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; 23.4.4.2. Change in Director, including managing director/ wh....
X X X X Extracts X X X X
X X X X Extracts X X X X
....associated with services which the ERP offers. 26.2. The principles for outsourcing by ERPs have been framed (Annexure 10). These principles shall be followed by all ERPs registered with SEBI. 26.3. The SEBI registered ERPs desirous of outsourcing their activities shall not, however, outsource their core business activities and compliance functions. 26.4. The SEBI registered ERPs 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. 27. General Guidelines for dealing with Conflicts of Interest of ERPs and their Associated Persons in Securities Market: 27.1. ERPs are presently governed by the provisions for avoidance of conflict of interest as mandated in the CRA Regulations read with relevant circulars issued from time to time by SEBI. 27.2. On the lines of Principle 8 of the International Organization of Securities Commissions (IOSCO) Objectives and Principles of Securities Regulations, it has been decided to put in place comprehensive guidelines to collectively cover ERPs and their associated persons, for eliminat....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e structure that encourages sale of products not suiting the risk profile of their clients; 27.5.12. not share information received from clients or pertaining to them, obtained as a result of their dealings, for their personal interest; 27.6. The Board of ERPs shall put in place systems for implementation of these guidelines and provide necessary guidance enabling identification, elimination or management of conflict of interest situations. The Board of ERP shall review the compliance of this circular periodically. 27.7. These guidelines shall be in addition to the provisions, if any, contained in respective regulations/ circulars issued by SEBI from time to time regarding dealing with conflict of interest, in respect of such entities 28. Standardization of Industry classification - Applicability to ERPs 28.1. 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....links to the separate websites of the non-ERP entities. Annexures Annexure 1 Declaration-Cum-Undertaking for change in control We M/s. (Name of the ERP/the acquirer/person who shall have thecontrol), hereby declare and undertake the following with respect to the application for prior approval for change in control of (name of the ERP along with the SEBI registration no.): 1. The applicant/ERP (Name) and its principal officer, the directors or managing partners, the compliance officer and the key management persons and the promoters or persons holding controlling interest or persons exercising control over the applicant, directly or indirectly (in case of an unlisted applicant or ERP, any person holding twenty percent or more voting rights, irrespective of whether they hold controlling interest or exercise control, shall be required to fulfill the 'fit and proper person' criteria) are fitand proper person in terms of Schedule II of SEBI (Intermediaries) Regulations, 2008. 2. We bear integrity, honesty, ethical behaviour, reputation, fairness and character. 3. We do not incur following disqualifications mentioned in Clause 3(b) of Schedule II of SEBI (Intermediar....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Certificate of Registration as ESG Rating Provider, Registration No. . 1. We hereby surrender our certificate of registration as ESG Rating Provider. 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 an ESG Rating Provider; 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 Agencies) Regulations, 1999 that have taken place before our surrender of certificate of registration; e. all our current assignments as an ESG Rating Provider have been either duly terminated or transferred to another registered ESG Rating Provider with registration no.; f. we have issued a public notice in a widely circulated national and a vernacular daily dated informing surrender of our registra....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Diversity Disclosure of wages and salary by gender (%) Social Diversity Job creation and availability of infrastructure conducive for differently abled Governance Compliance Does the company have a RegTech / Systems solution for monitoring and evidencing compliance Governance Governance Percentage of "against" votes amongst non-promoter shareholders on appointment of independent directors Governance Related Party Transaction s Percentage of "against" votes amongst non-promoter shareholders on RPTs Governance Royalty Royalty payments - Is the increase in royalty over the last five years higher than increase in PBT? If yes provide values for last 5 years and the reason for increased royalty. Governance Related Party Transaction s Share of RPTs (as respective %age) in - • Purchases • Sales • Loans & advances • Investments (except for PSUs) Guidance 1 ERPs should consider India specific standards/ laws/guidelines for rating of energy efficiency/green building initiatives (eg. GRIHA, IGBC or Energy Conservation Building Code (ECBC)etc.) 2 ERP....
X X X X Extracts X X X X
X X X X Extracts X X X X
....bsp; a 100-90 b 89-80 c 79-70 d 69-60 e 59-50 f 49-40 g 39-30 h 29-20 i 19-10 j 9-0 Annexure 6 Details of new ESG ratings assigned during year New Ratings assigned between Apr - Mar S. No Name of the Issuer Sector Securities Type, if applicable Listing Status (Listed/ Proposed to be listed) Whether the issuer requested for a review/ appeal of rating? Whether review/appeal of the rating was granted by ERP. Rating assigned prior to request for review/ appeal by the issuer Final Rating Assign ed Annexure 7 Movement* of Each ESG rating Upgrades New Ratings assigned between Apr - Mar S. No Name of the Issuer Sector Security Type, if applicable Listing Status (Listed/ Proposed to be listed) Rating prior to revision Rating post revision Date of Rating Rationale For Rating upgrade Difference in Ratings Trigger Event Downgrades New Ratings assigned between Apr - Mar S. No Name of the Issuer Sector Security Type, i....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... PRINCIPLES FOR OUTSOURCING FOR ERPs 1. An ERP 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 ERP 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 ERP. 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 hav....
X X X X Extracts X X X X
X X X X Extracts X X X X
....felt necessary. The ERP shall review the financial and operational capabilities of the third party in order to assess its ability to continue to meet its outsourcing obligations. 3. The ERP 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 ERP 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 ERP in any manner. The ERP 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 ERP. The ERP itself and Regulator or the persons authorized by it shall have the right to access the same at any point of....
X X X X Extracts X X X X
X X X X Extracts X X X X
....the continuous monitoring and assessment by the ERP of the third party so that any necessary corrective measures can be taken up immediately, i.e., the contract shall enable the ERP to retain 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 ERP 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; ....