The Rating Committee (RC) of Infomerics Valuation And Rating Pvt. Ltd. consists of six members who are neither the employees of the company nor the members of the Board of Directors of the company. The RC is an independent body. Any change in the composition of RC shall be approved by the Board of Directors of the company on merits.
The members of the RC shall be highly qualified/professionally qualified persons of eminence who shall have long & established experience in domestic and/or overseas corporate/banking arena, and/or in public services.
The RC meeting shall be considered to have appropriately held if quorum is present. Quorum for this purpose shall constitute atleast three members. In absence of quorum, no meeting shall be held. If the quorum is not present at the decided time of RC Meeting or within 30 minutes thereof, the RC meeting shall not be convened and shall be adjourned to a future date, mutually convenient for the RC members and Infomerics.
RC shall be the only authority to assign each Credit Rating and Grading, unless otherwise decided by the Board. Each Credit Rating and Grading shall be decided by the RC in its appropriately convened meeting, which shall be finalised by the Chairman of the particular RC and shall be documented and signed by him. This will be also applicable to surveillance of a rating and grading.
RC members while deliberating on each rating and/or grading in RC meeting shall form their opinion based on the information & analysis presented before them in the form of a Rating/Grading Note and the information available in the public domain and/or in their individual possession.
The RC meeting shall be considered to have been appropriately convened if the proper notice along with the Agenda Papers is sent to each member of RC atleast two clear days before each meeting by email or by registered post or speed post at the email address or postal address, as applicable, recorded with the company. However in case of urgency, the minimum notice period for the meeting and the minimum time period for circulating the Agenda Papers may be waived with the consent of all the RC members.
Each RC member shall have one vote and in case of a tie, the Chairman shall have a casting vote to arrive at a decision. The dissent, if any, shall be recorded with the reasons.
The Company Secretary/Asstt. Company Secretary shall be the Secretary to RC meeting. The Secretary shall be the contact person for the RC members. The responsibilities of Secretary shall be the following:
a. To issue Notice or to delegate Asstt. Company Secretary to issue Notice for RC meeting.
b. To take note of the final Rating/Grading assigned in the Rating/Grading Register.
c. The minutes of each case discussed at the committee shall be recorded/maintained and signed (digitally or manually by the Chairperson.
d. If required, to get approved the summary of final Rating (s)/Grading (s) assigned by the RC approved by the Chairman of RC and to circulate the same to the Rating Analysts, with a copy to CRO/CEO, over email.
Infomerics also has an Internal Rating Committee (IRC) comprising the senior personnel of the company which operates as per the Board approved policy.
The IRC meeting shall be considered to have been held properly if all members attend the meeting in person or through video or through concall. The duties & responsibilities of IRC members shall be same as for RC members. Each IRC member shall have one vote and the decision shall be decided unanimously. In case of absence of consensus, the proposal shall be referred to RC.
Infomerics also has a Board Committee comprising two independent Directors, Mr. Alok Kumar Misra and Mr. S. K. Goel, which decides on the request of review of rating and re-rating for cases where the rating decision is taken by the RC. The Board Committee can invite Chief Executive Officer or Wholetime Director in the meeting and may ask for their inputs. The Chief Rating Officer of Infomerics shall present each such review/re-rating proposal before the Board Committee.
The Company Secretary/Asstt. Company Secretary shall be the Secretary to IRC meeting and Board meeting.
Any RC member or a Board Committee member who is also a Director or an employee of any other entity is an “interested party” so far as the rating of such entity is concerned. If the RC Member or a Board Committee is a wholetime director or employee of such other entity, such entity shall not be rated by Infomerics Ratings. However,
1)if the RC/Board Committee Member is only an independent director in such other entity, Infomerics Ratings may undertake ratings of that entity; however, in such a case, the same shall be disclosed clearly on the first page of the Rating/Grading Report;
2)if the RC/Board Committee Member is appointed or associated with regulated appointed committee and, in turn, deals with companies and/or entities and/or banks, the same shall be disclosed on the Rating and/or Grading Report;
The rating agenda papers are not to be sent to such a member who is an “interested party”. Further, he/she is required to abstain from the committee deliberations/rating process. All rating letters/rationales/ press releases concerning such cases shall make disclosures regarding the non-participation of such RC/Board Committee members in the rating process.