Schedule V - Application for grant of certificate of registration as an ESG Rating Provider - Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999

1 [ FIFTH SCHEDULE [See regulations 28D and 28G] FORMS FORM A Application for grant of Certificate of Registration as an ESG rating provider NAME OF THE APPLICANT: NAME OF THE COMPLIANCE OFFICER: MOBILE NUMDER: EMAIL ID: INSTRUCTIONS FOR FILLING UP FORM - (a) Applicants must submit, to the Board, a completed application form together with appropriate supporting documents. (b) This application form should be filled in accordance with the regulations. (c) Application for registration will be considered, only if it is complete in all respects. (d) All answers must be typed. (e) Information which needs to be supplied in detail may be given on separate sheets which should be attached with the application form. (f) All signatures on the application must be original. (g) Every page of the form as well as every additional sheet must be signed by the authorized signatory of the applicant. (h) Application must be accompanied by an application fee as specified in Sixth Schedule to these regulations. (i) All mentions of ratings in this Schedule shall be deemed to refer to ESG ratings, unless the context otherwise specifies. 1. PARTICULARS OF THE APPLICANT 1.1. Name, address of the registered office, address for correspondence, mobile number(s), email address of the Applicant. Address of branch offices, if any. 1.2. Name, mobile number and email address of the contact person. 1.3. Category of ESG rating provider for which the application is made. 1.4. If the application is for Category I, please provide the following information, as applicable: 1.4.1. Details of the intermediary registered with the Board, of which the applicant is a subsidiary, or of ESG rating provider registered with any foreign regulatory authority in a Financial Action Task Force (FATF) member jurisdiction and recognized under their law. 1.4.2. Details of the promoters of the applicant. 1.5. Please provide the following information regarding the applicant s operations pertaining to its business of providing ESG ratings: 1.5.1. business plan, and 1.5.2. a target breakeven date, and 1.5.3. target revenue, and target number of clients it plans to service, within two years of obtaining a certificate, and 1.5.4. cumulative cash losses that the applicant projects to incur until the target breakeven date, along with the activities or areas wherein such losses shall be incurred; 1.6. Liquid Net-worth of the applicant and a declaration that (i) after obtaining its registration with SEBI, the ESG Rating Provider may draw down an amount equivalent to paragraph 1.5.4 above only on the areas specified under the business plan submitted at the time of application; and (ii) this amount shall not be used in any other manner, except for incurring such expense or maintained as part of the liquid net worth. 1.7. Date of incorporation of the applicant (enclose certificate of incorporation and memorandum and articles of association). Specify the following: 1.7.1. Objects (Main and Ancillary) of the applicant company; and 1.7.2. Authorized, issued, subscribed and paid-up capital. 1.8. Structure of the applicant, whether it is incorporated as a company limited by shares or guarantee, private or public, or as an unlimited company. 1.9. Whether the applicant is listed. If yes, names of Stock Exchanges and latest share price to be given. 1.10. Whether the Applicant or its associates are registered with the Board or any other regulatory authority in any capacity, along with details of registration. 1.11. Whether the applicant belongs to or is related to: 1.11.1. any person already in the business of undertaking ESG rating activities 1.11.2. any person proposing to undertake ESG rating activities for the first time. 2. ELIGIBILITY CRITERIA 2.1. Category under which the promoter(s) of the applicant belong to (refer regulation 28E). 2.2. Names of the promoters and their shareholding in the applicant. 2.3. Enclose a certificate obtained from a Chartered Accountant certifying the net worth requirements of the promoter, if applicable. 2.4. Liquid net worth of the applicant as per the last audited accounts, not earlier than three months from the date of application along with a certificate obtained from a Chartered Accountant certifying the same. 3. PARTICULARS OF DIRECTORS/KEY PERSONNEL 3.1. Particulars of directors of the applicant, including the name, qualification, experience, shareholding in the applicant and directorship in other bodies corporate along with copies of identity proofs and address proofs of the directors. 3.2. Particulars of key personnel of the applicant, including the name, designation in the applicant, qualification, and previous positions held, experience, date of appointment in the applicant and functional areas. 4. INFRASTRUCTURE 4.1. Details of infrastructure including computing facilities, office space, equipment, manpower, facilities for research and database available with the company and whether the existing infrastructure is adequate to carry on the rating activities proposed to be undertaken by the applicant. 4.2. Any further plan for additional/ improved infrastructure, and if applicable, declaration of remote work environment, if any, to be indicated. 5. MAJOR SHAREHOLDERS 5.1. List of major shareholders (holding five per cent. or more shareholding in the applicant, directly or along with associates) in the format provided below: Shareholding as on: Name of shareholder No. of Shares held %age of total paid up capital of the company 6. ASSOCIATE CONCERNS 6.1. Particulars of associate companies/concerns which shall include name, address, type of activity handled, nature of interest of the applicant in the associate, nature of interest of promoter(s) of the applicant in the associate. 6.2. Whether the Board has granted or refused registration as ESG rating provider to any associate of the applicant along with the details of date of application, date of refusal/registration, reasons for refusal etc. 7. BUSINESS INFORMATION OF THE COMPANY 7.1. History, major events and present activities along with details of experience in rating activities and other related activities. 7.2. If the applicant is proposing to engage in ESG rating activities for the first time, business plan of the company with projected volume of activities and income for which registration is sought. 7.3. Rating activities handled during the last three years as per the table below: Name of Client Size of Issue Year of Issue Security/Instrument Rated listed/unlisted 7.4 Details of other rating activities undertaken during last three years. 7.5. Any other information considered relevant to the nature of services rendered by the applicant 8. FINANCIAL INFORMATION ABOUT THE APPLICANT 8.1. Liquid Net worth (rupees in lakhs) Items Year prior to the preceding year of the current year Preceding year Current year (a) Paid-up equity capital (b) Free reserves (excluding reserves created out of revaluation) Total (a) + (b) (c) Accumulated Losses (d) Deferred expenditure not written off, including miscellaneous expenses not written off Net worth (a) + (b) - (c) (d) 8.2. Please enclose audited annual accounts for the last three years. Where unaudited reports are submitted, give reasons. If minimum liquid net worth Requirement has been met after last audited annual accounts, audited statement of accounts of a later date shall also be submitted. 8.3. Provide a declaration that the liquid net worth of the applicant is in compliance with these regulations. Submit relevant documentation to support the same. 8.4. Name and address of the principal bankers of the applicant. 8.5. Name and address of the auditors. 9. OTHER INFORMATION 9.1. Details of all pending litigation against the applicant company, directors and employees: Nature of dispute Name of the party Status 9.2. Indictment or involvement in any legal proceeding connected with the securities market by the applicant or any of its directors, or key managerial personnel in the last three years; 9.3. Details of previous application to the Board as an ESG rating provider, if any. 9.4. If the applicant has, in the past, been deemed not fit and proper by the Board, please provide relevant details of the same. 10. DECLARATION 10.1. Give the following declarations signed by two directors: I/We hereby apply for a certificate. I/We warrant that I/We have truthfully and fully answered the questions above and provided all the information which might reasonably be considered relevant for the purposes of my registration. I/We declare that the information supplied in the application form is complete and correct. For and on behalf of (Name of Applicant) Director Name in Block Letters Director Name in Block Letters Date Date FORM B Certificate of Registration as an ESG rating provider I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), read with the rules and regulations made thereunder, the Board hereby grants a certificate of registration to _______________________________________________ as an Environmental, Social, and Governance (ESG) rating provider, under Category-___________, in accordance with and subject to the conditions in the regulations to carry out the activity of the ESG rating provider: - II. Registration Code for the ESG rating provider is IN/ERP/(Category)/__________. III. This certificate of registration shall be valid till it is suspended or cancelled by the Board. Place: Date By Order __________ For and on behalf of Securities and Exchange Board of India ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/136 dated 03-07-2023