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CARE Ratings Ltd.

BSE: 534804 Sector: Others
NSE: CARERATING ISIN Code: INE752H01013
BSE 00:00 | 18 Feb 488.95 -23.10
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485.05

NSE 00:00 | 18 Feb 488.45 -22.95
(-4.49%)
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OPEN 510.00
PREVIOUS CLOSE 512.05
VOLUME 17165
52-Week high 1019.00
52-Week low 444.50
P/E 14.23
Mkt Cap.(Rs cr) 1,440
Buy Price 487.00
Buy Qty 2.00
Sell Price 487.50
Sell Qty 295.00
OPEN 510.00
CLOSE 512.05
VOLUME 17165
52-Week high 1019.00
52-Week low 444.50
P/E 14.23
Mkt Cap.(Rs cr) 1,440
Buy Price 487.00
Buy Qty 2.00
Sell Price 487.50
Sell Qty 295.00

CARE Ratings Ltd. (CARERATING) - Director Report

Company director report

Your Directors are pleased to present the Twenty Fifth Annual Report of your Companyalong with the audited Financial Statements for the year ended March 31 2018.

Financial Performance

Your Company’s Financial Performance for the year ended March 31 2018 issummarized below:

(Rs. Lakhs)

Particulars

For the year ended March 31 2018

For the year ended March 31 2017

Income from Operations 32161 28048
Other Income 2527 3408
Total Income 34688 31456
Total Expenditure 11513 9750
Profit Before Tax (PBT) 23175 21706
Provision for Tax 7073 6481
Profit After Tax (PAT) 16103 15225
Other comprehensive Income 410 -113
Total Comprehensive Income for the period 16513 15112
Appropriations
Interim Dividend 5303 5301
Tax on Interim Dividend 1080 1079
Final Dividend 2945 2940
Tax on final dividend 599 599
Total (Dividend Outflow) 9927 9919
Transferred to General Reserve 1500 1500

Income from operations increased by about 14.66% during the year due to increase involume of debt rated in the long term debt instruments and bank loan ratings. This wassupported by surveillance income. Other income decreased from Rs 34.08 crore to Rs.25.27crore mainly due to change in investment portfolio mix as well as decrease in interestrates.

During the year ended March 31 2018 the Company has reviewed its efforts required forcompletion of various activitiesin the rating process in light of changes in RegulationsBusiness-Mix and Technological Enhancements.

Accordingly the revenue recognized for the year ended on March 31 2018 is higher byRs. 18.62 Lakhs.

Total expenditure increased by 18.10% largely on account of ESOP Charge of Rs. 8.65Crore increase in marketing teams and brand building exercise.

Dividend

Your Company paid a total interim dividend of Rs. 18/- per share amounting to a payoutof Rs.63.83 crores including Dividend Distribution Tax (DDT). The Board has recommendedfinal dividend of Rs. 37/- per share (it comprises of Rs.12/- Normal dividend and Specialdividend of Rs.25/- to mark the celebration of 25th Anniversary of the Company) amountingto a payout of Rs. 131 crores including DDT for FY 2017-18 to be approved at the ensuingAnnual General Meeting. The dividend would be paid in compliance with the applicable rulesand regulations. In terms of Regulation 43A of the SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 The Dividend Distribution Policy is appendedasAnnexure I to the report and is available on the website of the Company atwww.careratings.com.

Transfer to reserves

Your Directors recommend to transfer Rs. 15 crores (Rupees Fifteen Crores Only) to theGeneral Reserve of the Company.

Share Capital

The Authorised Share Capital of your Company is 30000000 Equity Shares of face valueRs.10/- each amounting to Rs.300000000/- (Rupees Thirty Crores only) and the Paid-upShare Capital is 29461214 Equity Shares amounting to Rs. 294612140/- (Rupees TwentyNine Crores Forty Six Lacs Twelve Thousand One Hundred Forty Only). During the financialyear ended March 31 2018 the Company has issued and allotted 10013 equity shares of Rs.10/- each at a premium of Rs. 607/- per share to its eligible employees under the CAREEmployees Stock Option Scheme 2013 (ESOS 2013).

Economic Backdrop

The country’s economic growth declined for the second year in a row in FY18 withGDP growing by 6.7% the lowest growth in the last 3 years. GDP growth in FY18 was 0.4%lower than that in FY17 and 1.5% lower than that in FY16. The disruptions caused by thestructural reforms of demonetization followed by GST implementation along with the paucityin investment demand has impacted overall economic output. The domestic economy hashowever shown signs of recovery in the second half of FY18. As per theprovisionalestimates GDP grew by 7% in Q3 and 7.7% in Q4 of FY18 higher than the growthof 5.6% in Q1 and 6.3% in Q2 FY18.

In terms of sectoral performance the services sector continues to be driving domesticeconomic progress. Barring construction public administration financial services tradehotel transport & communication services the performance across sectors has beensubdued. As per the provisional estimates by the Central Statistical Office theconstruction sector grew by 5.7% in FY18 notably higher than the 1.3% growth of FY17. Thegrowth in this sector can be attributed to the higher government spending towardsconstruction of roads. Public spending (public administration defense and other services)grew by 10% in FY18 marginally lower than 10.7% growth in the previous year. Financialservices (including real estate and professional services) are estimated to have grown by6.6% in FY18 marginally higher from 6% a year ago. Likewise services of trade hotelstransport & communication grew at a higher rate of 8% in FY18 compared with 7.2%growth of FY17. Aided by favorable monsoons the agriculture sector grew by 3.4% in FY18over the 6.3% growth of FY17. The favorable growth in the agriculture sector in the last 2years which was expected to stimulate the other sectors of economy failed to materializeon account of declining incomes of farmers due to excess production which ledto decliningprices of agricultural commodities.

Industrial growth at 4.3% in FY18 was lower than the 4.6% growth in FY17. Themanufacturing sector growth during the year was fairly stable at 4.5% (4.4% in FY17).Capital goods saw an improvement in FY18 with growth of 4.4% compared with 3.2% in FY17.The growth of consumer durables weakened to 0.6% in FY18 from 2.9% in FY17. Also theinvestment rate in the economy did not witness an improvement during FY18 and continued tobe stable at 28.5% since the last 3 years. The continued low capacity utilization rate of72.4% (since FY15) as per the RBI coupled with the extended bank NPA problem has beenpressuring fresh investments in the domestic economy.

Corporate performance did see some improvement during FY18. For the sample of 1222companies excluding banks sales (y-o-y) registered a growth of 11.8% in FY18 from 7.0% inFY17 while net profits increased by 15.1%. Net profit margin improved from 8.2% to 8.5%during this period. Majority of industries witnessed positive growth in sales during FY18.Higher operational costs and working capital requirements impacted profit margins of someindustries.

The credit off-take in the banking sector improved during the year. Incremental creditgrowth in FY18 grew by 10.3% compared with the 8.2% growth in FY17. Bank credit growthhowever remains notably lower compared with the average 16.0% growth seen during FY10-13.Credit growth during the year continued to be driven by the retail and service sectorwhich recorded double digit growth. The retail sector grew by 17.8% compared with 16.4% inthe previous year while the services sector grew by 13.8% lower than the 16.9% growthregistered in the previous year. The industrial sector also witnessed an improvement incredit off take albeit a marginal growth of 0.7% form the contraction of (-) 1.9% ofFY17. The credit off take in the agriculture sector was low at 3.8% compared with 12.4%growth of the previous year. Credit growth was negative for various segments in FY18. Incase of medium sized industries it contracted by (-) 1.07%.

Within industry growth in credit contracted for chemicals (-) 5.5% shipping (-)24.7% petro-chemicals (-)23.7% infrastructure (-)1.7% metals & metal products(-)1.2% among others. The growth in the rating business in the bank loan segment needs tobe viewed in relation with the growth in bank credit at the aggregate level to helphighlight the challenges faced in the rating business.

Along with the subdued growth in bank credit the banks were also faced with the majorchallenge of rising stressed assets. RBI had reported an increase in bank NPA’s from9.6% to 11.6% between March’17 and March’18 while stressed assets ratio hadmoved from 12.1 to 12.5%. These numbers are expected to increase further. Stressed assetsratio was highest for industry at 24.8%.

The corporate bond markets saw a decline in issuances in FY18 compared with theprevious year. In FY18 the total corporate bonds issuances as per the SEBI dataaggregated to Rs. 6.0 lakh crore which was around 10% lower than the issuances of Rs. 6.7lakh crore in FY17. Of the total amount raised 99.0% of the total corporate bondissuances were through private placements.

Outstanding corporate bonds amounted to Rs. 27.42 lakh crore as on March 2018 whichwas 14% higher than the outstanding bonds worth Rs. 24.05 lakh crore as on March 2017. Themajor share of the corporate bond issuances in FY18 continued to be by the financialsector comprising primarily of banks and NBFCs (nearly 70% share in total) and the fundsraised by them were being used for onward lending. The funds raised by the non-financialsector (22% of total) indicate limited fresh investments in these sectors.

In FY18 commercial paper to the tune of Rs. 22.9 lakh crore were raised 32% higherthan the issuances of Rs. 17.4 lakh crore in the previous year. Public sector enterpriseswere seen to tap corporate bond markets to meet their capital requirements with banksaddressing the NPA issues.

Inflation in the country declined during the year. Retail inflation during FY18 fell toa 6 year low. It declined by 95 bps to 3.6% from 4.5% in FY17 mainly on account of thebenign inflation in the first half of the year. The easing in food inflation was largelyattributable to favourable monsoon which helped cool food prices. The rise in global oilprices and the statistical base effect of the HRA revision of the 7th Pay Commission werebeing built into inflation in the latter half of the year. The Wholesale Price Index (WPI)based inflation firmed up to reach a 4 year high level at 2.9% in FY18 as against 1.7% inthe previous year mainly on account of high price of fuel and power. Both the CPI and WPIremained well within the RBI target inflation level of 4% with a band of +/- 2%.

The RBI adopted a cautious monetary policy stance during the year. The policy decisionswere driven by concerns of rising global oil prices impact of the implementation of 7thPay Commission monetary tightening by the US Federal Reserve and fiscal slippages at thecentral and state government level. During the year the RBI lowered the key policy ratei.e. repo rate once by 25 bps to 6% in its August’17 policy.

The Government fiscal position was pressured in FY18. The government overshot thebudgeted fiscal deficit target of 3.2% for FY18 to 3.5%. Lower tax revenue collectionsowing to GST led interruptions coupled with higher expenditure pressured governmentfinances during the year.

During FY18 the government securities(GSec) yields exhibited significant volatilityand ended the year higher. The benchmark 10 year GSec yield rose by 77 bps from theaverage yield of 6.85% in Apr’18 to 7.62% in Mar’18. The average yield duringthe year was 6.93% and the yields ranged from 6.41% to 7.91%. The movement in yields weredriven by concerns over fiscal slippages and additionalborrowings requirements of thegovernment widening trade and current account deficits increase in commodity pricelevels US Federal Reserve’s policy action movement in UStreasuriesliquidityconditionsin the system and lower demand from banks faced with mark-tomarket losses.

The rupee was seen to be fairly stable against the US dollar (USD) during FY18 rangingbetween Rs.64.0 to Rs. 61.5 per USD. The exchange rate as of end March’18 wasRs.64.04 per USD compared with Rs.64.82 per USD as of end March’17 a strengtheningof 1.2%. The gains in the rupee can be ascribed to the weakness in the USD in the overseasmarkets higher FPI inflows and positive macroeconomic performance in the second half ofthe fiscal led by the various reforms undertaken by the government. However theincreasing oil prices concerns over fiscal slippages with lower than expected GSTcollections and widening trade deficit and current account deficit capped the upwardmovement of the currency towards the end of the year.

Business operations

While your Company’s strategy is to grow the business book by widening thecoverage of debt rated in the market as well as increase the client base building theclient book assumed significanceunderconditions limited buoyancy in the markets. of

total 67151 rating assignments till March 31 2018. On a cumulative basis theSinceinception amount of debt rated instruments increased to Rs. 108.47 lakh crore as ofMarch 31 2018.

Number of Instruments Rated

Volume of debt rated (Rs. crore)

Assignment Type (New Instruments)

2017-18

2016-17

2017-18

2016-17

Short & Medium term 156 82 355928 128414
Long term 365 363 653690 597361
Bank Facility Ratings 8090 5828 637916 592978
Others including NSIC rating 1632 3754 - -
Total 10243 10027 1647535 1318753

The above table provides information on the various aspects of the business profile andgrowth during the year. Certain key aspects are enumerated as under:

1. The total number of rating assignments increased by 2.2% in 2017-18. This was mainlydue to a decline in the NSIC-SME segment (under others) even as there was an increase inthe number of assignmentsonaccountofbankfacilityratingsand capitalmarketinstrumentratings.Bankfacilitiesaccounted for 79% of total assignments in 2017-18higher from 58.1% in 2016-17. The miscellaneous assignments including NSIC gradingwitnessed a decline from 37.4% in 2016-17 to 15.9% of total rated assignments in 2017-18.

2. The total volume of new debt rated increased from Rs. 13.19 lakh crore in 2016-17 toRs. 16.48 lakh crore in 2017-18. This was mainly due to increase in volume of debt ratedacross categories such as short & medium term long term and bank facility ratings.Within short and medium term instrument ratings commercial paper was the dominant segmentwhich was aided by the dual rating rule brought in by the RBI.

3. In terms of volume of debt rated the short and medium term instrument ratingswitnessed an increase in share from 9.7% in 2016-17 to 21.6% in 2017-18. On the otherhand the share of long term instrument ratings decreased from 45.3% to 39.7% and that ofbank facility ratings fell from 45% to 38.7% in 2017-18.

Business during the year

Large corporates and Mid-corporates

We continued to have a focused team on the large and mid-corporate segments which workson both - augmenting the client portfolio through new client addition and maintainingrelationships with the existing companies. These two prongs are required to keep thebusiness improving in future.

Your Company continues to be the dominant credit rating agency in this space. For theyear under consideration too CARE Ratings continued to hold significant presence withshare of 50% 43% and 45% in ET Top 500 BS Top 1000 and FE Top 1000 companiesrespectively.

New Initiatives

CARE Ratings has been authorized by RBI for undertaking Independent Credit Evaluation(ICE) in respect of resolution plans of stressed assets. In this regard your Company hascarried out resolution plan ratings based on such plans for some accounts referred forresolution under Insolvency & Bankruptcy Code (IBC) by some banks. The implementationof the IBC has ushered in urgency in the resolution of the NPA problem which has givenrise to this new line of business for your company.

Your Company was the first rating agency to assign rating to the consumer durablesecuritization in India during the year.

During the year your company also rated Partial guarantee bonds / Co-guaranteestructured bonds as well as projects based on Hybrid Annuity Model in road projects.

Rating Committee

In line with the practices of most of the leading credit rating agencies across thecountry and the globe CARE Ratings decided to replace the external rating committeecomprising eminent independent professionals with an Internal Rating Committee comprisingsenior executives from within the ratings team w.e.f. April 1 2017. CARE Ratings hasgreatly benefitted from the experience and expertise of the members of External Committeewho have provided continuous guidance in developing rating criteria and methodologies overthe last two and a half decades. While the overall guidance provided by the externalmembers has been invaluable it was felt that after more than two decades there is enoughexpertise gained by senior personnel in CARE to carry out ratings on their own.Accordingly CARE Ratings has constituted committees chaired by senior personnel from itsrating division possessing rich experience of ratings across varied sectors.

Small and Medium Enterprises (SMEs)

The SME rating business has the potential to be a important component of our revenuestream as the eco system is large and is underpenetrated. This provides a very goodopportunity for us to aggressively leverage technology to include a large part of thisuniverse. SMEs of today would enter the medium to large bracket in the medium to long runand hence needs to be included in our client list today. We are working on various modelsto reach out to them and provide a rating or scoring by using technology.

Therefore the approach to this business is very different from the hitherto targetingof the traditional NSIC model which received support from the government. The NSIC ratingwas based on a subsidy provision to the SME for procuring a rating from a rating agency.This apart the bank facility ratings for SMEs continues to be a strong pillar for the SMEbusiness of your company. With significant geographic presence across the country yourcompany has been successfully able to cater the need for adequacy of finance for suchentities through the bank facility ratings.

For FY16 the Union Budget had scaled down this allocation by over 100% from Rs 88 crsin FY15 to Rs 37 crs. Thereafter it increased by 36% to Rs 57.9 crs in FY17; however itwas again much lower than the budgeted amount of Rs 200 cr during the year. As per therevised estimates of FY18 the allocation has declined sharply to Rs 5 crores only.

A SME Newsletter covers important developments on a fortnightly basis with all theclients. Further participation in various seminars on SMEs has been as a medium ofaccessing the universe of players in this segment.

CP market

Your company did take advantage of the revised regulatory guidelines that require dualrating of commercial paper when the size of issue during the year is above Rs 1000 cr.This led to an increase in the number of short term instruments rated during the year. Webelieve this will also add to the stock of debt which would continue to earn asurveillance fee in the coming years.

Information Technology: the enabler

In 2017-18 our IT initiatives were focused more on upgrading the existing ITinfrastructure to support business growth. We implemented Data Leakage prevention solutionto ensure and fortify data security. In this year we rolled out integrated customerrelationship management solution iCRM this application is bespoke development done forspecific requirements of CARE Ratings thus ensuring best of the support for salesoperation and back-office. We improvised and upgraded open source technology basedsolution for securitization analysis and reporting application which helps users to widentheir analytics horizon and decision making.

IT helped to digitize the manual processes for improving Operation efficiency. Movingwith technology trends we have implemented Cloud based Human Resource Management System.We have started exploring and doing initial work on artificial intelligence and machinelearning based solution for rating operation.

CARE has completed multiple IT projects and infrastructure upgradation during thisyear.

Future prospects and Outlook for the Company

The Indian economyisexpectedtoperformbetter in FY19 and we expect growth to be about7.5%. However the investment growth is to continue to be driven by the government asprivate sector participation will come with a lag. The financial would be challenged thisyear as banks would be a differential position to lend given the overhang of NPAs andshortage of capital. Further the PCA (Prompt Corrective Action) has hindered freshborrowing from some banks and hence the demand has to be met progressively by other banksas well as the corporate debt market.

The debt market will offer more opportunity for the borrowers which are good for yourcompany. However to the extent that it is substitution with bank credit in terms ofoverall business volumes the impact would be lower.

The RBI has already increased interest rates and there are chances of another 1-2 hikesthis year of 25 bps each. This being the case market borrowings will be under pressure asthe transmission mechanism is faster in this segment. This can also affect the CP segmentwhich has leveraged the benefit of more efficient transmission of lower cost when interestrates came down. With a reversal in direction of interest rates CPs could be lessattractive relative to conventional bank loans. However it may still draw the benefit ofbanks not being in a positionto lend on account of the PCA guidelines.

Crude oil prices have been fairly volatile and uncertain and would largely drive theexchange rate and interest rate this year. Inflation too can come under strain on thisscore besides the higher MSPs that have been announced. Therefore while growth per orwould be going through a series of waves pulling in both directions.sect willbehigherthisyearthefinancial

Two significant developments would be aiding our business in the coming years. Thefirst relates to the IBC and the progressive success in resolution of some of the plans.We do believe that as recovery given default ratio on the NPA cases will improvesignificantly. As this schedule moves downwards investors would gain confidence in thedebt markets and would be more willing to invest in "A" rated paper whichhitherto has been eschewed given the uncertainty of recovery in case of default in thecorporate debt market. Second the Finance Minister in the Union Budget of 2018-19 hadspecifically stated that institutions should be investing also in "A" ratedbonds to give a fillip to the corporate bond market. If these two developments are puttogether it can be seen that there is a fairly encouraging future for the corporate bondmarket which will be good for your company.

Knowledge Dissemination

CARE Ratings believes in presenting its views on various pertinent issues immediatelyin order to ensure that our clients are informed about CARE’s stance on variousissues. For this we have two independent research teams Economics and Industry Researchteam which has been frontrunners in knowledge dissemination.

CARE Ratings continued with its monthly release of CARE Debt Quality Index (CDQI) whichtracks the changes in the overall quality of the debt in the economy based on arepresentative sample of companies. In addition to this CARE Ratings also comes up withquarterly release of Modified Credit Ratio (MCR) which looks at number of upgrades anddowngrades.

A major innovation this year has been the release of CARE Ratings’ Corporate orcertain tenures as well as spreads over GSecs have traversed over time.

Economics

The Economics department is known for its regular and real-time domestic and globaleconomy related updates. It brings out reports on GDP Inflation Industrial growthmonsoons fiscalsituationNPA situation monetary policy etc. In addition to this indepth analytical studies are carried out pertaining to debt market employment statefinances etc. along with regular surveys. Economics division also come up with daily andmonthly debt market reports including DDMU- Daily Debt Market Update and DMR- Debt MarketReview.

The team also published Debt book edition for 2018 in the month of January.

Sectoral Views

The Industry research team now covers over 30 sectors including Auto textilesInfrastructure Metals Sugar Telecom Oil and Gas Retail Hospitality FertilizersGems and Jewellery Paper etc. These reports are perpared in close consultation with thesector specialist in the organisation. Sector specialists also put out some of thecritical updates from time to time. All this enables in better understanding of theIndustry while undertaking rating exercise.

All these reports are widely disseminated within the company clients regulatorsgovernment authorities opinion makers media etc.

Webinars

Your company takes pride in being a part of a knowledge driven industry. As a part ofknowledge dissemination series 37 Live Webinars were conducted on Industry & Economicperspectives. These webinars had healthy participations with Q&A sessions in realtime. They were conducted by the senior officials along with the

Branding and Media

CARE Ratings branding strategy has always been to communicate to our strength and ethosacross all touch points. Consistent efforts are therefore made to be visible createvalue awareness and enhance our equity amongst all our stake holders.

Events

We hosted our flagship event ‘Credit Markets Conclave 2018’ at Hotel Trident- Mumbai on 18 January’18. The Conclave was inaugurated by the Deputy Governor of RBIMr. N. S. Vishwanathan. This was followed by panel discussions on 3 aspects of the CreditMarkets i.e. Banking Corporate Bond Market and Mutual Funds. The participants wereamongst the best in the industries. CARE Ratings also published its detailed study‘The Debt Book 2018’ at this event.

We also held our 2018edition Conversationsover Dinner Event at Delhi on March 07 2018.Mr. Shaktikanta Das (Former Joint of Secretary - Department of Economic Affairs Ministryof Finance Government of India) was the special guest of the evening.

Jury on Prestigious awards

CARE Ratings was associated as ‘knowledge partner’ in the 15th edition ofOutlook Money Awards. Mr. Rajesh Mokashi MD & CEO was in the esteemed jury panel todecide on the winners. CARE Ratings did the thorough evaluation as per the Criteriaapproved by the Jury and also did data validation on sampling basis.

CARE Ratings was a part of Business Today’s 6th edition of Best CEOs in India. Mr.Rajesh Mokashi MD & CEO was part of the jury for the selection process.

We were associated with Samudra Manthan Awards 2017 (Earlier associationsin 2016 2015& 2014). This is a significant initiative instituted with an objective to fuel healthycompetition create a yearning for improvement and reach the collective voice of IndianMaritime Industry. CARE Ratings designed the criteria and presented the top nominationsbased on its evaluation

Knowledge partner

CARE Ratings was associated as Knowledge Partner at ASSOCHAM India Steel Summit 2017Delhi on November 9 2017. CARE Ratings prepared & published its background paper onSteel Sector- Credit Perspective at the event. This was released at the event by Mr.Vishnu Deo Sai (Union Ministry of State for Steel and Mines GoI) Mr. Sunil Barthwal(Joint Secretary of Ministry of Steel GoI) and Ms. Sminu Jindal (Managing Director ofJindal SAW Ltd).

CARE Ratings was associated as Knowledge Partner at PHD Chambers’ Nationalpublished its knowledge paper at the summit.

Media interactions

CARE Ratings’ Senior Management is regularly seen at insights. CARE Ratingsmanagement interviews and expert quotes are constantly featured across media.

CARE Ratings regularly published & disseminated its updates on Industry Researchcovering 30 sectors & Economy. These reports were widely covered in print mediaonline & television. CARE Ratings Reports Insights Management & Industry Expertquotes are regularly uploaded on our Social Media channels such as LinkedIn & YouTube.Some of our reports has been a focal point of discussions on social media amongstinfluencers and thought leaders.

Advertising and publicity

For celebrating our 25th year a comprehensive media plan was activated in form of printadvertising in major financial dailies and television commercial spots in prominentbusiness news channels.

From Visual & Design perspective we had created a special 25th year logo. This wasexecuted consistently across all our design website banners office displays & socialmedia. communicationsin

Interaction with JCR

CARE Ratings is in strategic alliance with Japan Credit Ratings Agency (JCR). On August21 2017 delegates from JCR visited our office and gave a perspective on Ratings Business& Economy vis-a-vis Japan. The delegates we were joined by our MD&CEO Mr. RajeshMokashi & other Senior Management personnel along with 25 of our key clients.

Top Management Representations

Maintaining the brand image has been the top priority of the MD & CEO and efforthas been put in to ensure that CARE Ratings brand is visible in several forums.

SME Chamber of India hosted an event Private Equity & Venture Capital for SMEs onMarch 23 2018 Hotel Sofitel BKC Mumbai. Mr. Rajesh Mokashi MD & CEO delivered thekey note address here on Credit Scoring & Rating for Faster access to SME Funding

Mr. Rajesh Mokashi MD & CEO was a speaker at the Pension Fund Regulatory andDevelopment Authority (PFRDA) Conference on "Creating an inclusive and sustainablePension system in India: Opportunities and Challenges" Delhi February 28 2018

Hindu Business Line had hosted an Union Budget 2018 event on January 19 2018 at Mumbaiwith Mr. Nitin Gadkari Union Minister of Road Transport Highways and Shipping Ministeras the chief guest. The event saw experts from various sectors talk about theirexpectations on the upcoming Budget. Mr. Rajesh Mokashi MD & CEO was part of one ofthe panel discussions on BFSI.

Business Today publication evaluated and shortlisted the nominees for its 6th editionof Best CEOs in India. Mr. Rajesh Mokashi MD & CEO was part of the jury for theselection process.

Mr. Rajesh Mokashi MD & CEO was a panellist at the Roundtable on "SmartCities: Role of Private Capital in Financing Municipal Infrastructure" in Mumbai onThursday November 23 2017 at the Mumbai Cricket Association (MCA) Bandra-KurlaComplex jointly organised by Janaagraha Centre for Citizenship and Democracy andEdelweiss Financial Services Limited.

The Economic Times hosted its prestigious‘ET Awards for Corporate Excellence’on Saturday October 28 2017 in Mumbai. Mr. Rajesh Mokashi MD & CEO was part of theexclusive guest list including corporate dignitaries & senior ministers

Mr. Rajesh Mokashi MD & CEO was invited as a keynote speaker at Arth Samvaad apart of Solaris 2017 the Annual Management fest of IIM Udaipur

Mr. Rajesh Mokashi MD & CEO was part of the panel speakers at the 6thSecuritisation Summit 2017 held on May 12 2017 at Mumbai. He spoke on ‘Commercialmortgage lending is the market for CMBS looking possible’

Indian Infrastructure and PowerLine hosted its conference on "Insolvency andBankruptcy" on March 15 2018 at Taj Krishna Hyderabad. Mr. T. N. Arun KumarExecutive Director was invited as a panel speaker in this conference wherein he spoke onCurrent Scenario - Insolvency and NPA Cases’

India Infrastructures hosted their annual conferences on REITs and InvITS at Hotel FourSeasons Mumbai on May 02 2017. Mr. T. N. Arun Kumar Executive Director was the speakerat this event wherein he spoke on Credit Enhancement.

Mr. T. N. Arun Kumar Executive Director was invited to be a panel speaker at Indiainfrastructure conference on ‘Insolvency and Bankruptcy Code 2016’ on November27 2017 Delhi.

Mr. Mehul Pandya Executive Director was the Key Note Speaker and Panellist at theConference and Award Ceremony on June 13 2017 Bangalore at the Global Real Estate BrandAwards 2017 and 5th Edition of ARC Review Conclave hosted by Exhibition Asia inassociation with NAREDCO Karnataka.

Mr. Mehul Pandya ED was a Panelist for the session on Capacity Building at the CreditSummit India 2017 at Mumbai.

CARE Ratings associated as ‘Knowledge Partner’ at PHD Chambers’ NationalSolar Summit 2017 published its knowledge paper at the summit. Ms. Swati Agrawal SeniorDirector was part of the speaker panel at this event.

India Infrastructure hosted its 3rd annual conference on Bonds Financing inInfrastructure Sector on February 27 2018 at ITC Maratha Mumbai. Mr. Sanjay KumarAgarwal Senior Director was part of the speaker panel wherein he spoke on ‘CreditEnhancement & Impact on Bond Ratings

CARE Ratings associated with Samudra Manthan Awards 2017 a significant initiativeinstituted with an objective to fuel healthy competition create a yearning forimprovement and reach the collective voice of Indian Maritime Industry. Mrs. RevatiKasture Senior DirectorCARERatings Committee of Samudra ManthanwasAwards memberoftheCore.

a workshop on AssociationofCreditRating - "Opportunities in InfrastructureProjects.

A Knowledge Sharing Workshop" at Bangkok on September 28-29 2017. Mr. AmodKhanorkar Senior Director was part of the training team along with other senior membersof the rating fraternity.

CSR activities

Corporate Social Responsibility (CSR) CARE Ratings has selected Financial Education asAspartofCARERatings’ its primary theme. Local area development has been decided as asone of the concurrent themes along with some other themes involving employee engagementand leadership passion. The activity under the primary theme was in the form ofscholarships to deserving students pursuing higher education in finance as a part of CARERatings Vidyasaarthi e-portal initiative. As a part of its local area developmentconcurrent theme CARE Ratings took the initiative to support the infrastructure in somemunicipal schools in Mumbai and Ahmedabad.

About CARE Ratings Vidyasaarthi e-portal initiative

CARE Ratings tied up with NSDL e- Governance Infrastructure Limited for on-boardingCARE Ratings Scholarship on Vidyasaarathi Platform. As a part of the same 46 deservingstudents pursuing higher education in the field of: i) Finance; and ii) Banking andInsurance were selected for scholarship after a thorough screening process.

About local area development

The theme of local area development revolves around providing for development of LocalArea (area in the city in which CARE’s office is located) in terms providingassistance and infrastructure to local bodies government offices schools and publicplaces. Your Company considers sound infrastructure in government / municipal schools asone of the fundamental requirements for providing quality education and appropriateenvironment for study. To begin with and as a first such initiative in FY18 CARE Ratingsexplored the requirements in some schools around its office locations. We understood fromthe school management that availability of safe drinking water for the children andprojectors with screens are their key requirements. Accordingly we provided good qualitywater coolers with purifiers and projectors with screens to 19 municipal schools in Mumbaiand Ahmedabad.

Human Resources

The level of analytical expertise has a bearing on the quality of the ratings assignedby a credit rating agency wherein human resources play an important role in the business.We have always believed in picking up the best talent and encouraging them to thinkindependently while working in teams in order to enhance the quality of rating. We furtherenrich their talents by way of conducting induction and training programmes which areconducted by our Senior Experts in the field. In addition to in-house training sessions wesponsor attendance to external training programmesarefinetunetheexisting skills of theemployees.

As of March 31 2018 we had 627 employees compared with 569 as on March 31 2017.Around 90% of the staff is professionally qualified in the areas of management CA CSlegal economics engineering etc. holding professional qualifications or are postgraduates.

Depository Services

Our Company’s equity shares are available for dematerialisation through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As on March31 2018 nearly 100 % of the equity shares of your Company were held in dematerialisedform and 26 no. of shares are in Physical form which constitutes insignificant quantum ofthe equity shares of your Company.

Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the Companies (Management and Administration)Rules 2014 is appended asAnnexure II

Number of Meetings of the Board & its committees a) Board of Directors

The Board of Directors met 5 (Five) times during the financial year 2017-18 on May 162017 June 02 2017 August 22 2017 November 15 2017 and January 30 2018.

b) Audit Committee

The Audit Committee met 5 (five) times during the financial year 2017-2018 on May 162017 June 02 2017 August 22 2017 November 15 2017 December 05 2017 and January 302018.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 4 (four) times during the financial year2017-2018 on May 16 2017 June 02 2017 August 22 2017 and November 15 2017.

d) Stakeholders Relationship Committ ee

The Stakeholders Relationship Committee met 4 (four) times during the financial year2017-2018 on May 09 2017 August 16 2017 November 07 2017 and January 22 2018.

e) Corporate Social Responsibility(CSR)Committ ee

The Corporate Social Responsibility (CSR) Committee met twice during the financial year2017-2018 on May 16 2017 and December 05 2017.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts for financial year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures;

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year and of the profit forthat period;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventingand detectingfraud and other irregularities;

iv. They have prepared the annual accounts for financial year ended March 31 2018 on a‘going concern’ basis;

v. They have laid down internal financialcontrols to be followed by the Company andthat such internal financial controls are adequate and have been operating effectively;

vi. They have devised proper systems to ensure compliance with provisions of allapplicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of Independenceas required under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Policy on Directors’ appointment and remuneration

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appendedas AnnexureIII to this Report and also available on the website of the Company viz.;www.careratings.com

Particula rs of Loans Guarantees or Investments under section 186

Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the financial statements provided in this Annual Report.

Particula rs of Contracts or Arrangements with Related Parties

All transactions entered into during the financial year 2017-18 with Related Parties asdefined under the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 were in the ordinary course of business and onan arm’s length basis. During the year the Company had not entered into anytransaction referred to in Section 188 of the Companies Act 2013 with related partieswhich could be considered material. Accordingly the disclosure of Related PartyTransactionsas required under Section 134(3) of the Companies Act 2013 in Form AOC-2 isnot applicable.

Attentionof the members is drawn to the disclosures of transactionswith related partiesset out in Notes to Accounts Note No 31 forming part of the Standalone FinancialStatements.

23 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company Asrequired underRegulation has formulated a Policy on Materiality of anddealing with Related Party Transactions which is available on the website of the Companyat www.careratings.com.

Material Changes and Commitments affecting the Financial Position of the Company

There have been no material changes and commitments affecting the between March 312018 and the date of this report other than those disclosed in this report.

Particula rs regarding conservation of energy technology absorption and foreignexchange earnings and outgo Conservation of Energy and Technology Absorption

Your Company has taken necessary steps and initiative in respect of resources asrequired under Section 134(3)(m) of the Companies Act 2013 and rules framed thereunder.As your Company is not engaged in any manufacturing activity the particulars oftechnology absorption as required under the section are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review the Company has earned a foreign exchange of Rs. 238.58Lakhs and has spent a foreign exchange of Rs. 20.93 Lakhs.

Business Risk Management

Your Company has formulated a risk management policy to ensure that every effort ismade to manage risk appropriately so as to maximize potential business opportunities andminimize the adverse effects of risk.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee inaccordance Act 2013. The CSR Policy has been devised on the basis of the recommendationsmade by the CSR the Company and details about the development of CSR Policy as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 are given in CSRReport appended as Annexure IV to this Report along with reasons for not spendingany amount under CSR in the financial year 2017-18.

Vigil Mechanism Whistle Blower

The Company has established a vigil mechanism for directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report and also posted on the website of the Company atwww.careratings.com. During the year your Company affirm that no employee of the Companywas denied access to the Audit Committee.

Annual Evaluation of Performance of the Board

The Board of Directors have carried out an annual evaluation of its own performanceown committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance Requirements as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 on the basis of criteria such as skillsknowledge discharge of duties level of participation at the meetings etc. on the issuesto be discussed.

In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board whole and performance of the Chairman was evaluatedtaking in to account the views of executive directors and non-executive directors.Performance evaluation of independent Directors was done by the entire Board excludingthe independent Director being evaluated.

CARE Subsidiaries

CARE Risk Solutions Private Limited (CRSPL) (formerly known as CARE Kalypto RiskTechnologies & Advisory Services Pvt. Ltd)

CARE Risk Solutions (100% subsidiary of CARE Ratings) a niche risk management solutionprovider for banking and financial institutions has diversified its product offerings. Wedeveloped a new product IFRS-9 and Financial Reporting Automation system after surveyingthat this product has immense market potential. We successfully Implemented IFRS-9 in SriLanka and East Africa to leverage the first mover’s advantage which in turn opens upmore opportunities for

CRS has also started incubation in certain key areas like IFRS on cloud for NBFCs andsmall banks Artificial machine learning led models for risk management solutionswhichenhance accuracy. This will help us to be ahead of the curve and become a leader in themarket.

CRS is also a leader in the Sri Lanka market and going ahead would work to become aleader in East Africa too.

CARE Advisory Research and Training Limited (CART)

CARE Advisory Research and Training Limited is a wholly owned subsidiary of yourCompany which was incorporated on September 06 2016. CART is in the business of TrainingAdvisory and Research.

Advisory Division

During FY 2017-18 CART has been able to expand its business offerings beyond TEV andnow offer Valuation Business plan preparation financial improvement plan bid processmanagement LIE services among other services. CART is empanelled by 7 Public sector banksfor TEV assessments. CART executed a prestigious mandate on due diligence study of anacquisition target for an international client. During FY 2017-18 CART executed total of76 Advisory assignments.

Research Division

CART services a variety of business research needs of its domestic and multinationalclients with credible high-and analysis on various facets of the Economy and Industries.During the year CART undertook 9 industry research assignments for clients to assist themin filing Draft Red Herring Prospectus.

Training Division

The Company caters to the training needs of corporates and professionals through itstraining programmes which are offered through on-line medium as well class room mode.During the year the company conducted 13 days of executive classroom trainings on varioustopics which included customized training for a bank and an NBFC.

During the year the Company launched on-line Certificate Course in Credit Management(CCCM). The course was launched by Mr. S.B. Mainak former MD of LIC and Chairman of CARERatings Ltd. in Mumbai on February 02 2018.

CARE Ratings (Africa) Private Limited (CRAF)

CRAF has been operating in Mauritius since December 2014. It got its credit ratinglicense from Financial Services Commission in

May 2015 and had been recognised as an External Credit Assessment Institution (ECAI)by Bank of Mauritius in May 2016. CRAF provides credit ratings and related services inMauritius and has plans to venture into other geographies of Africa.

In Mauritius CRAF provides ratings for various instruments such as bonds debenturescommercial paper bank deposits structured finance and other debt instruments besides thebank facilities including term loans working capital limits non-funded exposures etc.CRAF will also cover rating of issuers including insurance companies channel partnerevaluation and SMEs.

Performance in FY17-18:

In FY17-18 CRAF has expanded its operations and assigned ratings to instruments inboth the bond and bank facilities domain aggregating to around MUR 20.0 billion (Mur 9.0billion in FY17).

CRAF introduced the concept of Commercial Paper (C.P.) in Mauritius. In January 2018Bank of Mauritius has published the Final - Guidelines on the Issue of Commercial Paper.The same is awaiting final approval of Ministry of Finance and expected to be effectiveshortly.

In October 2017 Bank of Mauritius has published the revised guidelines on TheRecognition and Use of External Credit Assessment mapping of CRAF’s Ratings has beenincluded in the Guideline. BOM also revised the risk Institutions weight in AA categoryfrom 50% to 30%.

CARE Ratings Nepal Limited (CRNL)

CARE Ratings Nepal Limited (CRNL) is incorporated in Kathmandu Nepal and is the secondcredit rating agency to be licensed by the Securities Board of Nepal w.e.f. November 162017. CRNL is providing credit ratings and related services in the geography of Nepal. Therating services of CRNL majorly include IPO grading issuer rating and rating of debtinstruments. over the short period of operations crnl executed rating assignments invarious sectors namely commercial banks finance companies microfinance companiesgeneral insurance companies and hydro power companies.

Material Non-Listed Indian Subsidiary

There is no material (non-listed) Indian subsidiary of your Company as on March 312018.

Performance and Financial Position of Subsidiary Associate and Joint Venture Companyand their contribution to the overall performance of the Company

As required under Section 129 of the Companies Act 2013 and Regulation 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedFinancial Statements have been prepared by the Company in accordance with the applicableAccounting Standards and form part of the Annual Report. Statement on the highlights ofperformance of the subsidiary companies and their contribution to the overall performanceof the Company are given in the Form AOC-1 and note 45 of the consolidated financialstatements and forms part of this report.

Details relating to Deposits covered under Chapter V of the Companies Act 2013

Your company has not accepted any deposits within the purview of Chapter V of theCompanies Act 2013 during the year under review.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of your Company and its future operations.

Instances of fraud if any reported by the Auditors

There have been no instances of fraud reported by the Auditors under Section143(12) ofthe Companies Act 2013.

I n ternal Financial Control System

The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. These are routinely tested and certified by Statutory as wellas Internal Auditors. Significant Audit observations and follow up actions thereon arereported to the Audit Committee.

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company and provisions of theSection 152(6) (e) of the Companies Act 2013 Ms. Sadhana Dhamane (DIN: 1062315 ) willretire by rotation at the ensuing Annual General Meeting of the Company and beingeligible offers herself for re-appointment.

Mr. V. Chandrasekaran (DIN: 03126243) was appointed as an AdditionalDirector by theBoard of Directors at its meeting held on November 15 2017. As per the provisions ofsection 161 (1) of the Companies Act 2013 the tenure of Mr. V. Chandrasekaran will cometo an end on the date of the ensuing Annual General Meeting. The Board of Directors at itsmeeting held on November 15 2017 on the recommendation of the Nomination and RemunerationCommitteedecided to appoint Mr. V. Chandrasekaran as a Non-Executive Director liable toretire by rotation subject to the approval of the shareholders at the ensuing AnnualGeneral Meeting. Further your Company has received a notice in writing proposing theappointment of Mr. V. Chandrashekaran as Non-Executive Director of your Company incompliance with the provisions of section 160 of the Companies Act 2013. Your Companywelcomes Mr. V. Chandrashekaran on Board of Directors of the Company.

Mr. Adesh Kumar Gupta (DIN: 0020403) was appointed as an Additional Director(Independent) by the Board of Directors at its meeting held on May 22 2018. As per theprovisions of section 161 (1) of the Gupta will come to an end on the date of the ensuingAnnual General Meeting. The Board of Directors at its meeting held on May 22 2018 on therecommendation of the Nomination and Remuneration Committee decided to appoint Mr. AdeshKumar Gupta as an Independent Director for a period of three years subject to the approvalof the shareholders at the ensuing Annual General Meeting. Further your Company hasreceived a notice in writing Independent Director of your Company in compliance with theprovisions of the Companies Act 2013. Your Company welcomes Mr. Adesh Kumar Gupta onBoard of Directors of the Company.

Further Mr. Mahendra Naik Company Secretary and Compliance Officer of the Companyresigned from the services of the Company with effect from May 22 2018 and your Companyhas appointed Mr. Anandghan S. Bohra as the Company Secretary and Compliance Officerwitheffect from May 22 2018.

Auditor and Auditor’s Report

M/s. Khimji Kunverji & Co. Chartered Accountants (Firm Registration No. 105146W)were reappointed as the Statutory Auditors of the Company at the 23rd Annual GeneralMeeting to hold office from the conclusion of 23rd Annual General Meeting till theconclusion of the 28th Annual General Meeting to be held in 2021.

There are no qualifications reservations or adverse remarks or Accountants StatutoryAuditors in their report.

Status of Investors Compliant

During the financial year 2017-18 your Company has received complaints with regard tonon-receipt of annual report and non-receipt of dividend. The details of complaints areappended to this Report as Annexure V.

Secretarial Audit Report

The Board of Directors of your Company have appointed M/s A K Jain & Co. CompanySecretaries Mumbai to conduct the Secretarial Audit and his Report on Company’sSecretarial Audit is appended to this Report as Annexure VI.

There are no qualifications reservations or adverse remarks or disclaimers made by M/sA K Jain & Co. Company Secretaries Mumbai in their secretarial audit report.

Employees Stock Option Schemes

As required in terms of the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 the disclosure relating to Credit Analysis andResearch Limited ("ESOS - 2013") is appended as Annexure VII

Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges is annexed as Annexure VIII tothis report.

Particula rs of Employees

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 and Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 has been appended as Annexure IX tothis Report. The information required pursuant to Section 197 of the Companies Act 2013read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of managerialPersonnel) Amended Rules 2016 in respect of employees of your Company is available forinspection by the members at the Registered Office of the Company during business hours onworking days up to the date of the ensuing Annual General Meeting. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretarywhereupon a copy would be sent.

Business Responsibility Statement

As per regulation 34(2) (f) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 the annual report of top 500 listed entities based onmarket capitalisation (calculated on March 31 of every financial year) must include abusiness responsibility report describing the initiatives taken by them from anenvironmental social and governance perspective in the format as specified by the SEBIfrom time to time. The Business Responsibility Statement is annexed as Annexure Xto this report.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securitiesand ExchangeBoard of India. The Report on Corporate Governance as stipulated under Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report. The Certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theCorporate Governance Report.

Audit Committee of the Company

Your Company’s Audit Committee comprises the following directors as its members:

1. Mr. Milind Sarwate Chairman (Independent Director)
2. Mr. S. B. Mainak Member (Independent Director)
3. Dr. Ashima Goyal Member (Independent Director)
4. Mr. Anil Kumar Bansal Member (Independent Director)

The compositionof the Audit Committee is in compliance with the requirements of Section177 of the Companies Act 2013 Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015

Disclosures under Sexual Harassment of women at workplace (Prevention Prohibition& Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company’s premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

Your Company has a policy on Preventionof Sexual Harassment at Workplace. The policyaims at prevention of harassment of employees and lays down the guidelines foridentification reporting and prevention of undesired behaviour. Committee(ICC) has beenset up as per the provisons of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 in order to investigate any complaints / issuesrelated to sexual harassment. The ICC is responsible for redressal of complaints relatedto sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31 2018 the ICC did not receive any complaint pertainingto sexual harassment.

Compliance of the Secretarial Standards 1 & 2 Issued by The Institute of TheCompany Secretaries of India (I CSI)

The relevant Secretarial Standards issued by ICSI related to the Board and GeneralMeetings have been complied by the Company.

Acknowledgements

The Board places on record its appreciation of the contribution of its employees to thecompany’s operations and the trust reposed in it by market intermediaries issuersand investors. The Board also appreciates the support provided by the Reserve Bank ofIndia SecuritiesExchange Board of India and the Company’s Bankers IDBI Bank andHDFC Bank.

On behalf of the Board of Directors
Place: Mumbai S. B. Mainak
Date: May 22 2018 Chairman (DIN: 02531129)