SEBI Regulations The Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999 empower SEBI

to regulate CRAs operating in India. In fact, SEBI was one of the first few regulators, globally, to put in place an effective and comprehensive regulation for CRAs. In contrast, the US market saw CRA regulations only recently (in 2007), and the European Union is still in the process of framing its regulations. SEBIs CRA regulations have been used as model by other regulators in the emerging economies. In terms of the SEBI Regulations, a CRA has been defined as a body corporate which is engaged in or proposes to be engaged in, the business of rating of securities offered by way of public or rights issue. The term securitie has been defined under the Securities Contract (Regulation) Act, 1956. SEBI has also prescribed a Code of Conduct to be followed by the rating agencies in the CRA Regulations. However, SEBI administers the activities of CRAs with respect to their role in securities market only. SEBI regulation for CRAs has been designed to ensure the following: Credible players enter this business (through stringent entry norms and eligibility criteria ) - CRAs operate in a manner that enables them to issue objective and fair opinions (through well-defined general obligations for CRAs) - There is widespread investor access to ratings (through a clearly articulated rating dissemination process). - The applicant should be registered as a company under the Companies Act, 1956 and possess a minimum network of Rs.5 crore. The following are some of the General Obligations specified in the CRA regulations. CRAs are amongst the very few market intermediaries for which such detailed operating guidelines have been prescribed under the regulations. The detailed SEBI regulations for CRAs are given in Code of Conduct stipulated by SEBI

Internal procedures to be framed by the CRA y the CRA

These regulations cover issues with respect to confidentiality of information and disclosure with respect to the rationale of the rating being assigned. Several other provisions exist, like the regulators right to inspect a CRA. An important feature of the regulation is that CRAs are prohibited from rating their promoters and associates

SEBI Code of conduct SEBIs code of conduct for CRAs addresses some of the basic issues relating to conflicts of interest. The Code of Conduct is designed to ensure transparent and independent functioning of CRAs. Some of the salient provisions of the Code of Conduct are: A CRA shall make all efforts to protect the interests of investors.

professional judgment in order to achieve and maintain objectivity and independence in the rating process. lects consistent and international rating standards.

efficient and responsive systems to yield timely and accurate ratings. Further a CRA shall also monitor closely all relevant factors that might affect the creditworthiness of the issuers.

t either about its qualification or its capability to render certain services or its achievements with regard to the services rendered to other clients. Provisions relating to conflict of interest Credibility is the cornerstone of acceptability of credit rating services in the market. SEBI has prescribed certain provisions in the Code of Conduct to ensure credible rating devoid of conflict of interest. The important ones are as follows. e sources of conflict of duties and interests, which could impair its ability to make fair, objective and unbiased ratings. Further it shall ensure that no conflict of interest exists among any member of its rating committee participating in the rating analysis, and that of its client.

security in the publicly accessible media. -based services to the rated entities, beyond credit ratings and research.

activity.

down its standards of appropriate conduct for its employees and officers in the carrying out of their duties within the CRA and as a part of the industry. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc. Such a code shall also provide for procedures and guidelines in relation to the establishment and conduct of rating committees and duties of the officers and employees serving on such committees. Despite maintaining a Chinese Wall between advisory services and rating services criticism persists as rating and non-rating entities have common ownership and top management. Recognising the merit in

such criticism, CAREs Board decided to discontinue its advisory service business and their activities are confined to only credit rating and research activities. CRAs in general maintain that while non rating services do pose conflict of interest challenges on one hand, revenues from other services reduce dependence on rating service revenues thereby enabling them to maintain objectivity and independence. Multiplicity of regulators A significant portion of CRAs revenues are from products that come under the purview of SEBI. However, there are rating agency products that are regulated by RBI (such as bank loans, fixed deposits, and commercial paper). RBI carried out a detailed and rigorous evaluation of Indian CRAs before granting them External Credit Assessment Institution status for rating of bank loans under Basel II. Further, some regulators (such as IRDA and PFRDA) have incorporated ratings into the investment guidelines for the entities they regulate. The list of various products, and the relevant regulators, are as noted below: 5.1 Products / Instruments requiring mandatory rating before issuance

Sl. No 1 2 3 4

5 6 7 8 9 10 12

Instrument Public / Rights/ Listed issue of bonds IPO Grading Capital protection oriented funds Collective Investment Schemes of plantation companies Commercial Paper Bank loans Security Receipts Securitised instruments (Pass Through Certificates) Fixed Deposits by NBFCs & HFCs LPG/SKO Rating Maritime Grading

Regulator SEBI SEBI SEBI SEBI

RBI RBI (Basel II capital computation for banks) RBI (For NAV declaration) RBI ((Basel II capital computation for banks) RBI Ministry of Petroleum and Natural Gas Directorate General of Shipping (for some courses)

Table 5.2 Regulatory prescription of use of ratings for investment purposes S. No 1 Product Banks investments in unrated non-SLR portfolio Investments by Insurance companies Provident Fund investments Regulator RBI

2 3

IRDA Government of India

Table 5.3 Products that are not mandated or covered

Performance gradings (non financial instruments Real Estate Developer/Project rating Broker grading

Ratings (Financial instruments)

Privately-placed bonds and debentures Short term debt/Fixed deposits invested by non-banks and bank CDs Governance and Value Creation ratings Bond Fund ratings (except Capital protectionoriented funds) MFI Grading (encouraged by SIDBI, Nabard) Financial strength ratings for insurance companies NSIC rating for SSI/SME ratings (encouraged by NSIC) Contractor gradings

5.5 International Regulations IOSCO has formulated a Code of Conduct Fundamentals for the working of CRAs. The revised IOSCO Code of Conduct Fundamentals for CRAs is given at Annexure 4. The Code Fundamentals are designed to apply to any CRA and any person employed by a CRA in either in full time or part time capacity. The Code of Conduct focuses on transparency and disclosure in relation to CRA methodologies, conflicts of interest, use of information, performance and duties to the issuers and public, the role of CRA in structured finance transactions etc. It does not dictate business models or governance but rather seeks to provide the market with information to judge and assess CRA activities, performance and reliability. The IOSCO Code of Conduct broadly covers the following areas; This includes the measures to ensure quality of the rating process and monitoring and updating by the CRAs. The procedures and policies to ensure the same.

Process Credit Rating Process The rating process begins with the receipt of formal request from a company desirous of having its issue obligations rated by credit rating agency. A credit rating agency constantly monitors all ratings with reference to new political, economic andfinancial developments and industry trends. The process/procedure followed by all the major credit rating agencies in thecountry is almost similar and usually comprises of the following steps. 1. Receipt of the request: The rating process begins, with the receipt of formal request for rating from a company desirous of having its issue obligations under propose dinstrument rated by credit rating agencies. An agreement is entered into between the rating agency and the issuer company. The agreement spells out the terms of the rating assignment and covers the following aspects: i. It requires the CRA (Credit Rating Agency) to keep the information confidential. ii. It gives right to the issuer company to accept or not to accept the rating. iii. It requires the issuer company to provide all material information to the CRA for rating and subsequent surveillance.

2. Assignment to analytical team: On receipt of the above request, the CRA assigns the job to an analytical team. The team usually comprises of two members/analysts who have expertise in the relevant business area and are responsible for carrying out the rating assignments. 3. Obtaining information:. The analytical team obtains the requisite information from the client company. Issuers are usually provided a list of information requirements and broad framework for discussions. These requirements are derived from the experience of the issuers business and broadly confirms to all the aspects which have a bearing onthe rating. The analytical team analyses the information relating to its financial statements, cash flow projections and other relevant information. 4. Plant visits and meeting with management: To obtain classification and better understanding of the clients operations, the team visits and interacts with the companys executives. Plants visits facilitate understanding of the production process, assess the state of equipment and main facilities, evaluate the quality of technical personnel and form an opinion on the key variables that influence level, quality and cost of production. A direct dialogue is maintained with the issuer company as this enables the CRAs to incorporate nonpublic information in a rating decision and also enables the rating to be forward looking. The topics discussed during the management meeting are wide ranging including competitive position, strategies, financial policies, historical performance, risk profile and strategies in addition to reviewing financial data. 5. Presentation of findings: After completing the analysis, the findings are discussed at length in the Internal Committee, comprising senior analysts of the credit rating agency. All the issue having a bearing on rating are identified. An opinion on the rating is also formed. The findings of the team are finally presented to Rating Committee. 6. Rating committee meeting: This is the final authority for assigning ratings. The rating committee meeting is the only aspect of the process in which the issuer does not participate directly. The rating is arrived at after composite assessment of all the factors concerning the issuer, with the key issues getting greater attention. 7. Communication of decision: The assigned rating grade is communicated finally to the issuer along with reasons or rationale supporting the rating. The ratings which are not accepted are either rejected or reviewed in the light of additional facts provided by the issuer. The rejected ratings are not disclosed and complete confidentiality is maintained. 8. Dissemination to the public: Once the issuer accepts the rating, the credit rating agencies disseminate it through printed reports to the public. 9. Monitoring for possible change: Once the company has decided to use the rating, CRAs are obliged to monitor the accepted ratings over the life of the instrument. The CRA constantly monitors all ratings with reference to new political, economic and financial developments and industry trends. All this information is reviewed regularly to find companies for ,major rating changes. Any changes in the rating are made public through published reports by CRAs. The process of investigation, performed by investors, into the details of a potential investment, such as an examination of operations and management and the verification of material facts.