TaxTMI 
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
....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 Circular is being issued with the approval of Competent Authority. VIII. This Circula....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... ERPs and their Associated Persons in Securities Market: 28. Standardization of Industry classification - Applicability to ERPs. 29. Firewall between ERPs and their Affiliates:. Annexures... Page 4 of 60 38 40 41 .42 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter I: Registration, Approval and Surrender Requirements 1. Registration Mechanism for ESG Rating Providers 1.1. SEBI has operationalized SEBI Intermediary Portal (https://siportal.sebi.gov.in) for the intermediaries 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. The applican....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 thereof. 2.2.2.3. Whether any action has been initiated / taken under the Securities Contracts (Regulation) Act, 1956 (SCRA) / Securities and Exchange Board of India Act, 1992 (SEBI Act) or rules and regulations made thereunder? If yes, status thereof along with the corrective action taken to avoid such violations in the future. The acquirer/ the person who shall have the control shall also confirm that it shall honour all past liabilities / obligations of the applicant, if any. 2.2.2.4. Whether any investor complaint is pending? If yes, steps taken and confirmation that the acquirer/ the person who shall have the control shall resolve the same. Page 6 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.2.2.5. Details of litigation, if any. 2.2.2.6. Confirmation that all the f....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion 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- Ã -vis the draft scheme and the reasons for the same; and 2.3.4.4. Details of compliance with the conditions/ observations, if any, mentioned in the in-principle approval provided by SEBI. 3. 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
.....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 Page 9 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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: 4.1.2.1. return the certificate of registration so cancelled to SEBI; 4.1.2.2. not represent itself to be a holder of certificate for carrying out the activity for which such certificate had been granted; 4.1.2.3. suspend undertaking activity for which such certificate had been granted; 4.1.2.4. until it is wound up, continue to co-oper....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 share such information by operation of law. 4.1.6. In case of surrender of certificate of registration, the ESG ratings assigned by the ERP whose certificate of registration is being surrendered, shall be valid till such time the client withdraws the assignment and/or mi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....G rating products subject to compliance with relevant provisions of the CRA regulations and 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 Page 13 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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 abo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ote: 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. Core ESG Rating 5.7.1. ERPs shall provide a rating called the "Core ESG Rating" that shall be based on third-party assured or audited data disclosed by the Company. 5.7.2. Further, core ESG 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 Page 15 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ratings/ certification of green debt securities or (ii) audit of financial statements / assurance of sustainability disclosures. 7.2.3. In case an ERP wishes to migrate from offering ESG ratings/ green debt certification to offering audit/assurance to a client-group, or vice versa, a cooling period of one year shall be applicable. 8. Business Model 8.1. ERPs shall follow either of the following two business models: 8.1.1. "Subscriber-pays" business model, where the ERP derives its revenues from ESG ratings from subscribers that may include banks, insurance companies, pension funds, or the rated entity itself. 8.1.2. "Issuer-pays" business model, where the ERP derives its revenues from ESG ratings from 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rities and Exchange Board of India 9.5. During the rating process, ERPs shall record minutes of the meeting with issuer management, if any. 9.6. The process of discussion of case by circulation must be avoided, unless there is urgency in taking a rating action. 9.7. The ERP shall, on an annual basis, undertake a review of the decisions taken by it in that year, which would, inter alia, include: 9.7.1. ESG Ratings assigned by the ERP, including ratings assigned based on best available information in cases of non- cooperation by the issuer. 9.7.2. Sharp changes in ratings. 9.8. The ERPs 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 Seventh Schedule of the CRA Regulations, in letter and 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. 10. Monitoring and Review of Ratings 10.1. Material Events requiring a review 10.1.1. Regulation 28L(....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... risks/ impact etc. In case this is available in a methodology document, cross-linking of the relevant document would suffice 11.3.8. Summary of or link to methodology used. 11.4. Disclosure of rating sensitivities in the rating rationale Page 20 of 60 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 11.4.1. 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 ESG profile of the entity. 11.4.2. Accordingly, in order to improve transparency, the ERP shall have a specific section on 'Rating Sensitivities' in the Rating Rationale which shall explain the broad level of environmental and/ or social and/or governance performance levels that could trigger a rating change, upward and downward. 11.4.3. 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. 12. Provisions applicable to ERPs following an issuer-pays bus....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... issuer whose securities are rated by the ERP refuses to co-operate with the ERP regarding review of the ESG rating, despite being under a contractual obligation to do so, the ERP shall review the ESG rating on the basis of the best available information. 12.2.2. 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 ERP shall continue to review the ESG rating, on an ongoing basis throughout the rating's lifetime, on the basis of best available information, in accordance with CRA Regulations and circulars issued thereunder as well as the ERP's ESG rating process and policies. 12.2.3. ERPs shall have a detailed policy in this respect which shall include (but not be limited to) the following: Page 22 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 12.2.3.1. The criteria/ methodology in respect of assessing the risk of non- availability of information from the issuers includin....
X X X X Extracts X X X X
X X X X Extracts X X X X
....drawn. 13. Withdrawal of ratings 13.1. Regulation 28M of CRA regulations prescribe, inter-alia, that an ERP shall not withdraw an ESG rating except in cases where the rated issuer, or the issuer whose security is rated, is wound up or merged or amalgamated with another company, or except in cases as may be specified by SEBI from time to time. Further, subject to CRA Regulations, ERP shall withdraw an ESG rating as per its documented policies which shall also be disclosed on its website. In this regard, an ERP shall adhere to the provisions of this circular in withdrawal of any ESG rating. 13.2. Rating Rationale for Withdrawal of Rating of a rated entity/ security: At the time of withdrawal of any ESG rating of entities/securities that are listed, or proposed to be listed, on a recognized stock exchange, and other ESG ratings that are required under various SEBI Regulations or circulars issued thereunder, the ERP shall assign a rating to such entity/security and issue a rating rationale, which shall also mention the reason(s) for withdrawal. 14. Request by Issuers for review/appeal of ratings provided by ERPs Cases of request by an issuer for review/appeal of the ESG rating(s) provi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....17.2.2. that the employees' involved in the ESG rating process and their dependents do not have ownership of the shares of the issuer. 17.2.3. prompt review of the ESG ratings of the entities/securities as and when any of its employees joins the respective issuer. 17.3. Guidelines for dealing with Conflict of Interest for investment/ trading by ERPs, Access Persons and other employees 17.3.1. These Guidelines shall be applicable in case of investment / trading by ERPs and Access Persons connected to ERPs and in case of disclosures to all employees of ERPs. 17.3.2. Explanation: "Access Persons" means officials of ERP 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 ERP doing the function of analyst, or compliance, or heads of the departments or divisions or any other employee as decided by ERP. 17.3.3. These guidelines shall cover transactions for purchase or sale of securities either individually or jointly or in the name of their dependents or as a member of HUF. 17.3.4. With a view to adopting best industry practices and systems by E....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... holding ownership of securities of the issuer: An ERP shall ensure that employees involved in the rating process shall not have ownership of the securities of the issuer. Page 27 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 18. Guidelines on listed securities/instruments/products falling under the purview of other financial sector regulator/s or authority/ies' or Certain instruments/products/securities are regulated by other financial sector regulator/s authority/ies and could be listed or unlisted. The issuers of such instruments/products/securities and any person connected therewith (such as ERPs) 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 or provided to/availed by regulated entities or intermediaries wit....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 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 historical average rating transition rates across various rating categories, so that investors can understand the historical performance of the ratings assigned by the ERPs. 19.3.2.3. ERPs shall publish their average one-year rating transition rate over a 3-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 3-year period. 19.3.2.4. The format of the disclosure of transition rates is enclosed as Annexure 9. For the said purpose, the following terms shall have the meaning as under: a. Static Pool: ESG 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, if applicable, during the financial year. b. Transition Rate: The number of movements/ transitions from each rating category to another, as at t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ूति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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 shall include the name of the company, security type (if applicable), date of last review, reasons for delay in periodic review, hyperlink to the last Rating Rationale etc. 20.4. Disclosure of guidelines for dealing with Conflict of Interest: The policies adopted by the ERPs for effective implementation of guidelines for dealing with Conflict of Interest for investment/ trading by ERPs, Access Persons and other employees, shall be disclosed on the ERPs' website. 20.5. Shareholding: An ERP shall disclose its shareholding pattern as prescribed by stock exchanges for a listed company under Regulation 31 of Securities and Exchange Board of Indi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....dressal 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: 23.1. Eligibility of Auditors for conducting the Internal Audit of the ERP: 23.1.1. The audit firm shall have a minimum experience of three years in the financial sector. 23.1.2. The internal auditor of an ERP shall declare that: 23.1.2.1. The firm has not been employed by other ERPs for any other services (such as statutory audit, taxation, consult....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he 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. Observations No. 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/ whole-time director; 23.4.4.3. Change in shareholding not resulting in change in control. 23.4.4.4. If there is no change during the relevant year, it shall be indicated in....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e third party - either within or outside the group - by a registered ERP to perform the activities 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 co....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t in any way contribute to manipulate the demand for or supply of securities in the market or to influence prices of securities; Page 39 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 27.5.11. not have an incentive 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....
X X X X Extracts X X X X
X X X X Extracts X X X X
....its website, details of any common director or Chief Executive Officer or Managing Director between the ERP and the non-ERP entity. Such disclosure shall be updated by the ERP on the first working day of each month. The disclosure should include a reference to the date it was last updated by the ERP, along with a reference or hyperlink to archives of previous such disclosures. 29.1.3. The websites of SEBI-registered ERPs and their non-ERP entities shall be separate. An ERP's website may contain hyperlinks to the separate websites of the non-ERP entities. Page 41 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexures Declaration-Cum-Undertaking for change in control Annexure 1 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 part....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... each of our promoters, directors, principal officer, compliance officer and key managerial persons are not associated with vanishing companies. 7. We hereby undertake that there will not be any change in the Board of Directors of incumbent, till the time prior approval is granted. 8. We hereby undertake that pursuant to grant of prior approval by SEBI, the incumbent shall inform all the existing investors/ clients about the proposed change prior to effecting the same, in order to enable them to take informed decision regarding their continuance or otherwise with the new management. The said information is true to our knowledge. (stamped and signed by the Authorised Signatories) Page 43 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 2 Letter of Representation for ESG Rating Provider Securities and Exchange Board of India Ma'am/Dear Sir, Sub: Surrender of Certificate of Registration as ESG Rating Provider, Registration No. 1. We hereby surrender our certificate of registration as ESG Rating Provid....
X X X X Extracts X X X X
X X X X Extracts X X X X
....have not been achieved, provide the remedial action taken, if any. Zero Liquid Discharge - Has the entity implemented a mechanism for Zero Liquid Discharge Extended Producer Responsibility (EPR) - Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes/No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? Does the company have operations in or around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)? Amount spent in CSR as a percentage of regulatory requirement on a look-through basis i.e. where CSR activities are undertaken by trusts / foundations, whether the funds have been actually utilized by these entities developme Job creation in smaller towns nt Inclusive Social Social Social developme nt Diversity Diversity Percentage of input material (inputs to total inputs by value) sourced from suppliers: - (i) Directly sourced from MSMEs/ small producers, (ii) Directly from within India Disclosure of wages and salary by gender (%) Job creation ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....निमय बोरà¥à¤¡ Securities and Exchange Board of India Guidance ERPs should consider India specific standards/laws/guidelines for rating of Effluent/Wastewater (eg. Zero Liquid Discharge policy, Common Effluent Treatment Plants related provisions etc.) ERPs should consider India specific standards/laws/guidelines for rating of Water (eg. Areas notified by the Central Ground Water Board (CGWB) as over exploited or critical area, implications of Water Act, Water Cess Act etc.) All intensity ratios should be factored in after adjusting for PPP Page 47 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India ANNEXURE 4 Financial sector regulators/ authorities 1. Securities and Exchange Board of India 2. - 23 j Reserve Bank of India 3. Insurance Regulatory and Development Authority of India 4. Pension Fund Regulatory and Development Authority Page 48 of 60 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वà¤....
X X X X Extracts X X X X
X X X X Extracts X X X X
....रà¥à¤¡ Securities and Exchange Board of India Annexure 8 History of all outstanding ESG ratings Date of 2nd Revisi Current Outstanding Rating Sec Type of Initial Date tor Rating of History of ESG rating of all Outstanding Securities Listing security Status Rating after Date Rating of 1st after , if (Listed/ Initial 1st Revisi 2nd applica /Propos Rating ble ed to be Revisi on on Revisi on on listed) Page 52 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure 9 Average one-year transition rates for ESG ratings for the last 3-Financial Year Rating Category 100-90 89-80 79-70 69-60 59-50 49-40 39-30 29-20 Period 100-90 89-80 79-70 69-60 59-50 49-40 39-30 29-20 19-10 9-0 19-10 9-0 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 53 of 60 5=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और वà¤....
X X X X Extracts X X X X
X X X X Extracts X X X X
....lure 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 ERP and the third party and the measures put in place by the ERP to address such potential conflicts, etc. 2.2 While there shall not be any prohibition on a group entity / associate of the ERP to act as the third party, systems shall be put in place to have an arm's length distance between the ERP 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 ERP 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 ERP and/ or its senior management, as and when needed. Such records shall be regularl....
X X X X Extracts X X X X
X X X X Extracts X X X X
....urities and Exchange Board of India 4.2 The due diligence undertaken by an ERP shall include assessment of: 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 ERP'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 ERP and each of the third parties, the nature ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....hat provide for adjudication of disputes between the parties under the laws of a specific jurisdiction; I) neither prevents nor impedes the ERP from meeting its respective regulatory obligations, nor the regulator from exercising its regulatory powers; and m) provides for the ERP and /or the regulator or the persons authorized by it to have the ability to inspect, access all books, records and Page 58 of 60 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India information relevant to the outsourced activity with the third party. 6. The ERP and its third parties shall establish and maintain contingency plans, including a plan for disaster recovery and periodic testing of backup facilities. 6.1 Specific contingency plans shall be separately developed for each outsourcing arrangement, as is done in individual business lines. 6.2 ERP 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 ....