The Directors are pleased to present to you the 31st Annual Report of CRISIL Limitedalong with the audited financial statements for the year ended December 312017. The yearmarked the completion of three decades of CRISIL. It is a matter of pride to have been atthe forefront of India's financial services sector since executing India's first corporatesector rating in 1988. Today CRISIL has ratings on more than 25000 large and mid-scalecorporates and financial institutions in India and serves more than 90% of India's bankingindustry by asset base through research services. Our Global Risk & Analytics businessis a leading provider of research and analytics with deep domain expertise in FinancialResearch and Risk & Analytics and covers over 3300 stocks and 3400 credits globally.We provide research support to more than 75 global banks and 50 buy-side firms. OurCoalition business provides business intelligence and high end analytics to more than 20corporate and investment banks including the top 15 globally. We have a well diversifiedresearch team operating from offices across US UK Argentina China Poland and India.
2017 was a year to reflect and introspect on our achievements our capabilities and amilestone that marks our growth and evolution as an agile and innovative global analyticscompany. This Report provides you insights on our enhanced market relevance global marketfootprint new services our collaborations our focus on innovation and technology andoverall excellence across our operations.
A summary of the Company's financial performance in 2017:
(Rs. in crore)
|Particulars || |
| ||2017 ||2016 ||2017 ||2016 |
|Total income for the year was ||1683.84 ||1597.18 ||1213.32 ||1173.93 |
|Profit before interest depreciation exceptional items and taxes was ||480.66 ||493.00 ||374.98 ||396.85 |
|Finance cost ||0.41 ||- ||0.41 ||- |
|Deducting depreciation of ||46.64 ||54.52 ||28.52 ||28.51 |
|Profit before tax was ||433.61 ||438.48 ||346.05 ||368.34 |
|Deducting taxes of ||129.18 ||144.15 ||108.79 ||128.05 |
|Profit after tax was ||304.43 ||294.33 ||237.26 ||240.29 |
|Other comprehensive income ||(77.42) ||(24.71) ||(85.17) ||11.36 |
|Total comprehensive income ||227.01 ||269.62 ||152.09 ||251.65 |
|Appropriations are: || || || || |
|Final Dividend ||64.20* ||71.21** ||64.20* ||71.21** |
|Interim Dividend ||128.81 ||128.34 ||128.81 ||128.34 |
|Corporate dividend tax ||37.74 ||40.63 ||37.74 ||40.63 |
|Special Economic Zone reinvestment reserve ||3.00 ||- ||3.00 ||- |
|General reserve ||- ||20.45 ||- ||20.45 |
*Final dividend for the year 2016 Rs. 9 per equity share of Re 1 each. **Final dividendfor the year 2015 Rs. 10 per equity share of Re 1 each.
The financial statements have been prepared in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015read with Section 133 of Companies Act 2013 (the 'Act') and other relevant provisions ofthe Act. The financial statements up to and for the year ended December 31 2016 wereprepared in accordance with the Companies (Accounting Standards) Rules 2006 notifiedunder Section 133 of the Act ('Previous GAAP'). The 2017 financial statements are thefirst financial statements of the Company under Ind AS. In accordance with Ind AS 101First-time Adoption of Indian Accounting Standards the Company has presented areconciliation from the previous presentation of financial statements of share holderstotal equity as at December 31 2016 and January 1 2016 and of the total comprehensiveincome for the year ended December 31 2016 of the Company as a part of financialstatements under Previous GAAP to Ind AS. There are no material departures from theprescribed norms stipulated by the Accounting Standards in preparation of the AnnualAccounts. Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesconsolidated and standalone financial results on a quarterly basis which are subjected tolimited review and publishes consolidated and standalone audited financial results on anannual basis.
a) Consolidated operations
Revenue from the consolidated operations of the Company for the year was Rs. 1683.84crore 5% higher than Rs. 1597.18 crore in the previous year. Overall operationalexpenses for the year were Rs. 1250.23 crore against Rs. 1158.70 crore in the previousyear. EBITDA for the year was Rs. 455.28 crore against Rs. 443.33 crore in the previousyear. Profit after tax for the year was Rs. 304.43 crore against Rs. 294.33 crore in theprevious year.
b) Standalone operations
Revenue from the standalone operations of the Company for the year was Rs. 1213.32crore 3% higher than Rs. 1173.93 crore in the previous year. Overall operationalexpenses for the year were Rs. 867.27 crore against Rs. 805.59 crore in the previousyear. Profit after tax for the year was Rs. 237.26 crore against Rs. 240.29 crore in theprevious year.
A detailed analysis on the Company's performance both consolidated and standalone isincluded in the Management's Discussion and Analysis Report which forms part of thisAnnual Report.
The Directors recommend for approval of the members at the Annual General Meeting to beheld on April 17 2018 payment of Final Dividend of Rs. 10 per equity share of face valueof Re. 1 each for the year under review. During the year the Company paid three interimdividends each of Rs. 6 per equity share of face value of Re. 1 each. The total dividendfor the year shall be Rs. 28 per share on a face value of Re. 1 per share in 2017 asagainst a total dividend of Rs. 27 per share on a face value of Re. 1 per share in theprevious year.
Increase in Issued Subscribed and Paid-Up Equity Share Capital
During the year the Company issued and allotted 369570 equity shares of the Companyto eligible employees on exercise of options granted under Employee Stock Option Schemesof the Company. At the end of the year the issued subscribed and paid-up capital of theCompany was 71704928 equity shares of Re. 1 each.
The movement of share capital during the year was thus as under:
|Particulars ||No. of shares allotted / (extinguished) ||Cumulative outstanding capital (No. of shares of Face Value Re. 1 each) |
|Capital at the beginning of the year i.e. as on January 1 2017 ||- ||71335358 |
|Allotment of shares to employees on April 20 2017 pursuant to exercise of options granted under the Employee Stock Option Scheme 2011 and the Employee Stock Option Scheme 2012 ||21750 ||71357108 |
|Allotment of shares to employees on July 18 2017 pursuant to exercise of options granted under the Employee Stock Option Scheme 2012 and the Employee Stock Option Scheme 2014 ||270417 ||71627525 |
|Allotment of shares to employees on October 17 2017 pursuant to exercise of options granted under the Employee Stock Option Scheme 2012 and the Employee Stock Option Scheme 2014 ||77403 ||71704928 |
|Capital at the end of the year i.e. as on December 31 2017 ||- ||71704928 |
The Company has identified three business segments in line with the Indian AccountingStandard on Operating Segment (Ind AS- 108) which comprise: (i) Ratings (ii) Researchand (iii) Advisory. The audited financial results of these segments are provided as a partof financial statements.
Review of Operations
A. Ratings Highlights
Announced 2982 new Bank Loan Ratings (BLRs) during the year taking the totalBLRs outstanding past 12000
Launched India's first expected loss or EL rating scale for infrastructureprojects and was the first to assign rating to a hybrid annuity model-based road project
On-boarded large corporate entities into the portfolio and added several newmarquee clients
Cemented premier position in corporate bonds with a 300 basis points (bps)year-on-year jump in market share
Conducted 15000 assessments in the MSME sector
Conducted a series of high-profile franchise activities which were coveredextensively in media and were well- appreciated by stakeholders
Enhanced engagement with S&P Global Ratings in surveillance and risk andregulatory support through Global Analytical Center
India's business environment for the credit rating business overall was positive in2017 vis-a-vis 2016 mainly due to improving credit quality of corporate India highershare of capital market borrowings due to falling interest rates and continued growth ofthe retail financing industry. However the industry was impacted by weak investmentclimate elevated level of non-performing assets in the banking sector the implementationof the Goods and Services Tax (GST) and the transient effect of demonetisation.
The capital market saw increased refinancing activity by non-banks and corporates. Thecorporate bond market witnessed ~14% volume growth year-on-year most of it in the firsttwo quarters. There were fewer issuances in the last two quarters. The dual ratingrequirement mandated by the Reserve Bank of India for companies issuing Rs. 1000 crore ormore of commercial paper kept activity buoyant in the third quarter.
Business environment picked up in the first and second quarters given the waningeffect of demonetisation reduced borrowing costs and expectation of a near-normalmonsoon. However private investment and wholesale credit offtake remained sluggish.Despite softer interest rates wholesale credit growth remained muted through the year dueto impaired balance sheets of banks and excess capacity in the industry. This and theimplementation of GST led to postponement of corporate borrowings in 2017 andconsequently the BLR business witnessed a marginal decline.
While pressure on pricing and the transitory impact of GST implementation are likely topersist we anticipate an uptick in the BLR business in 2018 on the back of increase inprivate investment and the Rs. 2.11 lakh crore recapitalisation plan for public sectorbanks.
For CRISIL's SME Ratings business 2017 was a year of transformation because ofwithdrawal of subsidy under the Performance and Credit Rating Scheme. Initially the focusshifted to maximising revenue from non-subsidy products and increasing cost-efficiencieswith improvement in productivity parameters optimum utilisation of resources and higherautomation. Then in a major boost to digitisation the business initiated online sourcingof mandates through a digital platform smefirst.com which provides easy access toproprietary SME assessments and evaluations and enables end-to-end digitisation of thecustomer acquisition process.
Considerable emphasis was also laid on aligning business with market requirementswhich resulted in the development and launch of new products such as CRISIL CreditAssessment Score (CCAS) Enhanced Due-Diligence (EDD) and i-Check. CRISIL also signed amemorandum of understanding with the Small Industries Development Bank of India to launchCriSidEx India's first sentiment index for MSEs.
In 2018 the focus would be on non-retail originations for new products such as CCASEDD and i-Check. The smefirst.com platform is also expected to provide a fillip to revenueby enhancing reach across India thereby providing MSMEs with all forms of creditassessments in an extremely convenient manner. Further process automation will drive costefficiencies.
The medium to long-term outlook for the MSME sector is positive given that it is ahigh-priority area for the government and it is also trying to facilitate greater flow ofcredit to the segment.
CRISIL Ratings maintained its market leadership in 2017 driven by strong performancein bond ratings and client acquisitions. There were 2982 new BLRs and about 15000 MSMEassessments during the year. Ratings have been assigned on more than 25000 large andmid-scale corporates to date in addition to over 125000 SME ratings and assessments.
We increased our bond market share by 300 bps year on year closing new deals with somemarquee corporate groups and capitalising on our relationship with existing clients. Wealso on-boarded 150+ new large corporate clients giving us newer avenues to grow ourbusiness. Our BLR market share grew by approximately 700 bps year on-year in terms of newquantum rated.
In 2017 we were the first to assign an EL rating for infrastructure projects. The ELINFRA product witnessed modest interest as it is early days in terms of acceptance by boththe market and regulators. CRISIL Ratings was the first to rate a credit- enhanced discombond and also rated India's first road project based on the hybrid annuity model.Moreover drawing from our deep understanding of credit cycle we developed criteria andmethodology for independent credit evaluation (ICE) of the sustainable portion of debt instressed assets for banks and other financial institutions. Overall we received promisingresponses for these innovations from the market.
We maintained our multi-pronged approach to stakeholder management. To strengthen ourengagement with the issuer and investor community we extensively engaged with theirsenior management delivered sectoral presentations and leveraged the digital channel toshare our thought leadership reports and periodical publications on a regular basis.
We strengthened our market presence by regularly hosting web conferences on topicalmatters getting covered by premier news channels and engaged with industry associationsthrough panel discussions and speaking assignments or as knowledge partners atconferences.
We also extensively engaged and worked with regulators to put forth our opinions onrating standards and governance policies for the credit rating industry.
CRISIL Ratings successfully hosted an Investor Discussion Forum (IDF) under its 'FinInsights' umbrella on the nonbanking finance company (NBFC) sector. The IDF titled'NBFCs: Fortunes on the Uptrend' saw us present our insights on the sector and itsunderlying asset-classes such as housing finance vehicle finance and wholesale finance.We discussed the emerging trends and challenges and shared our views on the sector'sgrowth trajectory and future expectations. The conference drew several eminent NBFCindustry leaders and received positive feedback on content and execution.
CRISIL Ratings also organised a joint conference with S&P Global and CRISILResearch for the investor community - key personnel of mutual funds insurance and wealthmanagement institutions - wherein we discussed opinions on the global economy and theIndian banking sector. Furthermore CRISIL Ratings partnered with S&P Global Ratingson joint meetings and pitches to clients. Additionally jointly hosted the CRISIL- S&PGlobal Ratings annual seminar.
Other noteworthy franchise activities in 2017 included webinars on banking renewableenergy roads sector and press releases on stressed assets NPA resolution municipalbonds and retailing.
We hosted the 'Ratings Regional Conclave' to deepen our engagement with bothprospective and existing clients in Tier- II geographies providing us a platform topresent our views on relevant industry trends and have close discussions with the clients.
CRISIL Global Analytical Center (GAC) partnered with S&P Global Ratings on keycriteria implementation and optimisation initiatives in the domains of data publicfinance and EMEA structured finance provided support to Platts and launched newanalytics products.
With the evolving global regulatory requirements GAC continued its focus onstrengthening its internal controls framework in collaboration with S&P GlobalRatings' control functions. GAC's culture of continuous improvement has created ongoingefficiency gains for S&P Global Ratings through lean management tools workstandardisation and process re-engineering. This results in more consistent support levelsacross diverse geographies and asset classes.
B.1. Global Research & Analytics (GR&A)
Financial Research business added new logos on both sell-side and buy-sidewhile the focus on automation and technology remained key
Launched our unique research automation platform SMART
Risk & Analytics reported strong business growth with diversification inexisting accounts acquisition of several key strategic clients augmentation of portfolioof client offerings and an encouraging market response for our services designed to helpclients satisfy various regulatory directives.
Data Analytics segment witnessed growth continuing to add new clients(including one of the biggest buy- side names in the market) and delivering analytical andinnovative products and solutions to customers.
Regulatory developments across the globe were a major driver for the banking industryin 2017. In response to persistent cost pressures and squeezed margins banks are closelymonitoring and transforming their front middle and back-office operations in order torealise cost-efficiencies and differentiate their services. The upcoming implementation ofthe Markets in Financial Instruments Directive II (MiFID II) regulations is expected toimpact sell-side securities research. However it also presents new opportunities in thebuy-side space as traditional active AMs are reviewing their investment and research costmodels due to tight market conditions downward trend of research charges and increasingcost of regulatory compliance. Global Model Risk Management guidelines have started toconverge with the US supervisors' SR 11-7 guidelines serving as the benchmark. 2017 alsowitnessed continued regulatory scrutiny of banking institutions and fines fornon-compliance with regulatory mandates further exacerbating cost pressures.
Market appetite for GR&A's stress testing model validation regulatory changemanagement and financial crime and compliance (FCC) analytics continues to be strong.Further SPARC a subscription service platform for Credit Risk Assessments foundwidespread acceptance with a number of large and mid-size banks. In addition the industryis increasingly adopting advanced automation and analytics solutions such as machinelearning (ML) artificial intelligence (AI) and big data and streamlining data analysispractice.
Within the Data Analytics space there is growing demand for technologically entrenchedsolutions involving big data analytics higher order automation natural languagegeneration and application of machine learning as businesses look towards makingprocesses more efficient and differentiated from traditional data mining.
In the Financial Research business we managed to make inroads in regional and mid-tierbank segments in the US and the UK despite challenging business environment anduncertainties surrounding MiFID II implementation. Buy-side continues to be a growthvertical - we have added multiple new logos in this segment (including one of the biggestasset managers in the world) and have significantly increased our market outreach invarious geographies.
The Risk & Analytics business has started to reap meaningful returns frominvestments made in previous years. 2017 was a year of substantial growth for our FCCanalytics and change management offerings specifically for FRTB and risk data aggregationguidelines. We have witnessed growth in existing clients as well as rapid ramp-up ofservices provided to three new clients added during the year. We continue to focus onknowledge management and process optimisation through various initiatives that havestarted to produce incisive outputs allowing us to make our business processes moreefficient and streamlined.
Our pursuit of an agenda focused on turning services into products continued in 2017with a focus on modular solutions in FCC developing tools and utilities pertaining to keyregulations and much progress in our work on the concept of a shared utility to providedata risk models and analytics to the banking industry. Our data analytics products andofferings are continuously evolving to meet the rapidly changing market needs.
In addition we launched our research automation platform SMART (Simple ModularAnalytics Research Toolkit) in New York this year. A proprietary platform that fullyautomates financial research tasks SMART has gained a lot of interest in the market. Wehave also managed to complete several successful pilots and demos to our existing andprospective clients.
We continue to invest extensively in human capital recognising this as a key driver ofour success by grooming talent through a series of comprehensive in-house trainingprogrammes which are routinely reassessed to ensure continued relevance given therapidly evolving market landscape and changing client needs. We have continued to developour franchise by participating in and sponsoring industry conferences roundtable meetingsof senior client stakeholders hosting web-conferences and publishing topical thoughtleadership research pieces across the spectrum of our strategic focus areas.
B.2. CRISIL Coalition Highlights
Added 7 clients including a few regional players
Enhanced existing analytics resulting in more complete relationships per client
Increased revenues from four out of five clients
Commercialised and scaled up services in transaction banking and introduced newanalytics for treasury and lending
Coalition was referred to in 450+ articles across 90+ global publications andits analytics were referenced in 20+ investor relations presentations across 15 leadingbanks
CRISIL Coalition generates a majority of its business from the Corporate and InvestmentBanking (CIB) industry. For the CIB industry 2017 was sombre and the outlook for 2018 isflat. The Coalition Index that tracks performance of the top 12 global investment bankscontinued with its trend of decline in revenues in FY2017 posting the lowest level since2008. The decline was driven by poor performance in FICC which was partially offset byimprovement in IBD. The second half of 2017 was particularly weak across most FICC andequity products. Operating margin of these banks also deteriorated after two years ofimprovement. Consequently return on equity declined 90 bps.
Most of global banks expect a similar environment to continue at least up to the secondhalf of 2018 with no reduction in volatility. As result we expect relatively flat tonegative performance in the global markets. This would be partially compensated bymoderate growth in banking. We also expect competition to intensify as European banks havecompleted their restructuring and became aggressive in 2017.
In the backdrop of a tight environment CRISIL Coalition embarked on severalinitiatives to enhance its market relevance and connect with clients. These includedreaching out to prospective clients including regional players. In 2017 we added 7 moreclients to our impressive list of global investment banks. We also enhanced our analyticsportfolio to provide a comprehensive set to clients. We commercialised our services intransaction banking during the year and launched new analytics for treasury and lending.These services have received good traction with clients and are expected to contribute togrowth in 2018.
CRISIL Coalition also extended its outreach to senior levels at banks and establisheddeeper connects with heads of corporate and investment banks. More than 90+ publicationsglobally carried CRISIL Coalition's views and quoted it during the year. CRISIL Coalitionwas also referenced by 15 leading banks in 20+ investor relations presentations. Wecleared a number of high-intensity client audits and underwent Phase 1 of the SSAE 18Attestation thereby confirming our high standards of controls. During the year thebusiness provided meaningful rotation opportunities to a number of employees both withinIndia and globally.
B.3. India Research Highlights
Maintained our dominant and premium position in the flagship Industry Researchbusiness with coverage across 90+ sectors
Successfully launched our new product Quantix a crosssegment analytics tool todrive growth in the Research business.
Entered the eLearning space with a bouquet of credit & risk managementcourse modules
Enhanced the Research delivery platform (Cutting Edge V2) a faster and more userfriendly experience
Launched the ULIP rankings which marks our potential to become industrybenchmark in the insurance space
Witnessed healthy revenue growth in the Customised Research business on the backof significant traction in the Automobiles BFSI and Logistics sectors
Largest provider of valuation of fixed-income securities to the Mutual Fundsinsurance and banking industries valuing over USD 1573 billion of Indian debtsecurities.
While pressure on profitability of banks has impacted their research spends it hasalso created new opportunities for research in stressed asset segment. Further NBFCsegment is witnessing entry of many new players and robust business growth creating needfor research. Apart from ongoing coverage on 90+ sectors we launched many special reportsin areas such as agriculture NBFCs SMEs and eight new reports focusing on niche sectorssuch as animal feeds home electrical mobile handsets and paints.
The market witnessed an increasing demand for more dynamic granular data / toolsbeyond traditional qualitative research. There is also a growing focus on investibleindices and technology enabled solutions. In order to cater to such demands in mid-2017we successfully launched our new product Quantix - integrated data platform for Indianmarket. The product positioned as a unique offering of data tools and analytics isbeing released in a modular fashion and has received positive response from the market.
Buoyant Initial Public Offering (IPO) market contributed significantly to the growth ofthe customised research. We were the agency of choice for Investment Banks and issuers inthe IPO market for providing research content in the industry section of Draft Red HerringProspectus (DRHP) in 2017.
CRISIL Research works with nearly 1000 Indian and global clients including 90% ofIndia's banking industry by asset base 15 of the top 25 Indian companies by marketcapitalisation and nearly all Indian mutual fund and life insurance companies
Addressing our increasing client needs we have set up Analytical Quality Boards andAlpha labs a special team created to drive innovation and new projects in the researchbusiness. They provide differentiated ahead of the curve analysis and frequent timelyupdates. These initiatives have been undertaken to funnel new product launches &improve existing offerings.
For the second consecutive year the Customised Research witnessed healthy revenuegrowth on the back of significant traction in the core sectors - Automobiles BFSI andLogistics sectors. We also forayed in the competitive benchmarking space and worked withsome of the key clients in the industry.
In the fixed income part of our Funds & Fixed Income (F&FI) business weconsolidated our strong position in the valuation space further by winning mandates fromgeneral insurers and corporates. We are the largest provider of fixed-income indices inIndia and have consolidated our position by launching 11 new indices (2 in India and 9 inSri Lanka) during the year.
In the mutual fund part of our F&FI business we enhanced our presence withcorporate treasuries and exempted provident fund trusts helping them in portfolioperformance review and risk monitoring. We have been mandated by Employees State InsuranceCorporation to help in selection of fund managers custodian and external concurrentauditor for its investment corpus.
The Executive Training business saw remarkable growth in open programmes with theintroduction of specialised sector- focused trainings. In addition the launch ofeLearning courses will enable a much larger user base to benefit from CRISIL's expertisein credit and risk management
The CRISIL Centre for Economic Research (C-CER) and the CRISIL Research businessescontinued to focus on franchise and thought leadership activities by conductingdistinctive research on contemporary issues. We published several landmark reports duringthe year covering a wide spectrum of areas such third-year performance of the Modigovernment India's trade competitiveness inflation growth trade off volatility inpulses prices and farmers distress impact of rains on the economy and performance ofstates. CCER participated in over 18 leading industry conferences and panel discussionsand hosted 4 events/webinars on a variety of topics.
We also released articles press releases and reports on a wide range of sectors suchas telecom housing wind power cab aggregators and impact assessment of the NationalSteel Policy and GST implementation on SME sectors. CRISIL Research was the knowledgepartner for a series of events carried out by ASSOCHAM (The Associated Chambers ofCommerce and Industry of India) and the Renewable Energy
Investment and Finance Forum (REIFF) 2017. CRISIL Research also organised a webconferences on the Launch of New NDBIB CRISIL Indices in the Sri Lankan Debt market steelsector and trends and MSME lending.
C.1. CRISIL Infrastructure Advisory Highlights
Deepened our presence in Urban Infrastructure/ Smart Cities segment with largemulti-year program management mandates
Highest ever new business booked during the year; strong orderbook
Hosted the first 'CRISIL India Infrastructure Conclave' which launched theinaugural edition of CRISIL India Infrastructure Yearbook and 'CRISIL InfraInvex' - thecountry's first investability index.
Infrastructure sector remains one of the top-most priorities for the country and itwas heartening to see the government of India giving it the right impetus by launching newprogrammes and schemes like Bharatmala Sagarmala UDAN and Saubhagya. The Smart Citymission also picked up momentum with a total of 90+ cities being selected under thechallenge mechanism till the end of the year. The roads sector showed appreciable progresswith significant improvement in the risk profile of ongoing highway projects. Thegovernment of India continued to carry the burden as private sector investments remainmuted with the dual challenges of stressed balance sheet of developers and the bankingsector hesitant to increase their exposure to the infrastructure sector.
Going forward it is expected that the government will prioritise implementation of theongoing programmes and schemes on ground. 'Competitive Co-operative federalism' has beenpromoted by the government which will empower state and cities to have bigger role indecision making. Although the government seems focused on resolving the stressed assetsand bad loans issue the return of private sector to the infrastructure sector still seemsa few quarters away.
The business started the year on a good note with a couple of large multi-yearprogramme management mandates in flagship programs of the government - deepening our forayin this defined strategic pursuit area. The momentum continued throughout the year andthe business had a record year in terms of new business booked. This enabled the businessto build up a strong order book to deliver in the coming months. Some key wins in theurban reforms and municipal finance area - mainly in the area of implementation supportfor smart cities and Value Capture Finance (VCF) potential assessment for 50 cities inIndia - helped the business in strengthening its leadership position in the area of urbaninfrastructure advisory. The business also pursued a strategic agenda of deeperrelationships at the state government level and was successful in making significantinroads in some of the target states like Maharashtra Andhra Pradesh Uttar Pradesh andWest Bengal. The international business although still muted showed some improvementtowards the later part of the year with mandate wins in some of the target emergingmarkets like Indonesia Tanzania and Namibia. The business reported a very robust growthin revenues and margins during this year.
An important strategic initiative this year was to increase franchise and thoughtleadership. The business successfully launched the inaugural edition of 'CRISIL IndiaInfrastructure Yearbook' - a one-of-its-kind annual publication that provides deepinsights into the key infrastructure sectors in India. The business also launched 'CRISILInfraInvex' - the country's first investability index for the infrastructure. These werelaunched by Shri Amitabh Kant CEO NITI Aayog at a high-profile 'CRISIL IndiaInfrastructure Conclave' in New Delhi in October. This conclave hosted by the businesswas attended by nearly 200 senior stakeholders and received very good coverage in leadingmedia. In addition media visibility for the business had a sharp increase with severalauthored articles (including opinion page pieces) being published in leading businessmedia.
C.2. CRISIL Risk Solutions
Continued momentum in risk advisory services especially in non-banking space
Expansion of footprint in South Asia the Middle East and Africa
Developed new offering on IFRS 9/ IndAS109 gaining good traction globally
The business environment in India has been fairly stable over the last 12 months withcontinued focus on easing stress in credit quality in the banking industry. Growth inlending has been principally contributed by NBFCs as banks continue to face stress thoughgoing forward the bank recapitalisation plan proposed by the government could give banksthe edge.
Momentum in internal credit rating platform & internal rating models continueswith small banks and NBFCs focusing on their underwriting quality. In spite of increasingawareness for credit monitoring and asset quality institutions are adopting a cautiousapproach towards implementing EWS (automated monitoring product).
CRISIL Risk Solutions' risk advisory service business has shown good momentum andcontinues to be an opportunity to show our deep domain expertise especially in the creditdomain and analytics. In the international market we have seen good momentum for our newoffering around Expected Credit Loss (ECL) computations catering to IFRS9 regulations. Weexpect traction to increase in markets including India for financial institutions in viewof the approaching deadline for compliance.
The business continued to focus on product initiatives and expanding risk advisoryofferings for NBFCs. In the international market growth was largely driven throughinternal credit rating platform. The year saw continued consolidation with investments inproducts and efficiencies in implementation. The year witnessed significant improvement incustomer satisfaction with various customer-centric initiatives. The business tookefforts to undertake outreach in the international market across South Asia Middle Eastand Africa for developing a strong pipeline and increased collaboration with S&PGlobal. We organised webinars on Ind AS provisioning and its impact on the lendingcommunity which was well received. In addition thought leadership articles werepublished on IFRS 9.
CRISIL Risk Solutions expects to build on the current momentum on offerings withincreased analytical capabilities and by expanding its footprint in global markets in2018.
D. Franchise collaboration with S&P Global
We deepened our engagement with S&P Global and its group companies through avariety of outreach initiatives across geographies.
We jointly hosted the annual flagship seminar India Credit Spotlight on the theme'Opportunities and risks in the face of reforms' in Mumbai Hong Kong and Singapore. Theseminar was very well appreciated by investors and issuers alike.
In London we partnered with S&P Global to organise a buy- side conference on'MiFID II and the Changes in Research Consumption Practices' and presented a researchpaper on Research Unbundling.
We also regularly participated in S&P Global webinars and shared our perspectiveson a variety of topical themes.
Krishnan Sitaraman Senior Director Ratings participated as a guest speaker in thewebinar titled 'India Non-Bank Financial Companies - A sector whose time has arrived'.Additionally Somasekhar Vemuri Senior Director Ratings shared CRISIL views on thehaircuts required for resolving non-performing assets in the banking sector during anS&P Ratings webinar on the Indian banking sector.
We hosted Economist Forums with S&P Global Asia-Pacific Chief Economist PaulGruenwald on the rebalancing in China and its implications and with S&P Global EMEAChief Economist Jean-Michel Six on global trade barriers and Brexit. Additionally CRISILRatings hosted a joint investor briefing with S&P Global to bolster our relationshipwith the investor community.
CRISIL's Chief Economist Dharmakirti Joshi participated in several forums organised byS&P Global.
He was a panellist at the Global Economic Outlook morning briefing in New Yorkmoderated the leadership panel on 'Financial reforms next generation investing andkeeping up with global competition' at S&P BSE Indices' annual thought leadershipseminar and was a panellist in the S&P Dow Jones thought leadership seminar titled'Eyes on Asia: A brave new word' in Hong Kong.
Additionally CRISIL continued to provide outlook on the Indian economy contributingan article 'India to ride recent reforms to grow' for an S&P Global publication.S&P Global Platts organised the 13th Annual Steel Markets Asia Conference in Mumbaiwhere Rahul Prithiani Director CRISIL Research delivered a presentation on the latesttrends in steel end-user buying patterns.
E. Human Resources
The Human Resources team made good strides in 2017. At the end of its financial yearCRISIL's headcount was 3904 including all wholly owned subsidiaries.
We were able to benchmark CRISIL's employee engagement levels globally (through theadoption of VIBE - S&P Global's annual employee satisfaction survey) allowing us toshare best practices. Adoption of technology enabled platform has helped us engeged withemplyees. With a focus on improving employee benefits a number of programmes were rolledout to be able to stay ahead of the market.
Our talent development programme was well implemented with more than 300 employeesundergoing diverse training modules. Leadership development succession planning and otherorganisational development programmes progressed in line with CRISIL's long-term strategywith specific development focused modules for the leadership team. Our job rotationprogramme got a relook this year to encourage more participation from employees andfacilitate their career aspirations. We imparted 6538 person-days of diverse training toemployees during the year complementing our focus on continued learning.
The members of the Board of Directors of the Company are eminent persons of provencompetence and integrity. Besides experience strong financial acumen strategicastuteness and leadership qualities the Directors have a significant degree of commitmentto the Company and devote adequate time for the meetings preparation and attendance.Board members possess the education expertise skills and experience in various sectorsand industries required to manage and guide the Company thus bringing in diversity toBoard perspectives. The brief profiles of Directors forming part of this Annual Reportgives an insight into the arenas where the Directors have qualification and experiencethus enhancing the diversity of the Board.
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure I to thisReport. The Policy includes the scope and terms of reference of the Nomination &Remuneration Committee and the roles responsibilities criteria and procedures towardskey aspects of Board governance including the size and composition criteria forDirectorship terms & removal succession planning evaluation framework and on-goingtraining and education of Board members. The Policy lays down detailed guidelines forremuneration of the Board Managing Director and employees covering fixed and variablecomponents and long term reward options including employee stock option plans.
Retirement and resignations
Mr. Douglas L. Peterson Chairman resigned from the Company with effect from October17 2017 owing to his other commitments in his role as Chief Executive Officer of S&PGlobal Inc. Your Directors place on record their sincere appreciation for Mr Peterson'sencouraging stewardship constructive inputs and continuous guidance to the Company andthe Board that helped set the strategy of the Company and chart its roadmap for futuregrowth.
Mr. H. N. Sinor's tenure as an Independent Director of the Company ended on October 252017. Mr. H. N. Sinor had taken office as a Non-Executive Independent Director of CRISILin October 2007 and demitted office after completion of 10 years. Your Directors place onrecord their sincere appreciation for the strong support advice and guidance provided byMr. Sinor to the Company and its Management which was immensely valuable to drive thegrowth and performance of the Company.
Mr. John L. Berisford Non-Executive Director on the Board was appointed as Chairmanof the Board with effect from October 17 2017.
Mr. Ewout Steenbergen was appointed as a director in casual vacancy caused by thecessation of directorship of Mr. Douglas L. Peterson and Mr. Girish Paranjpe was appointedas Additional Director (Independent) with effect from October 17 2017. The Company hasreceived notices under Section 160 of the Companies Act 2013 from a member signifyinghis intention to propose the candidature of Mr. Ewout Steenbergen and Mr. Girish Paranjpefor the office of Directors.
Mr. Ravinder Singhania was appointed as alternate director to Mr. John L. Berisfordwith effect from October 18 2017.
In accordance with the Articles of Association of the Company and the provisions of theCompanies Act 2013 Ms. Martina Cheung retires by rotation and being eligible seeksreappointment.
Brief profiles of Mr. Ewout Steenbergen Mr. Girish Paranjpe and Ms. Martina Cheunghave been given in the Notice convening the Annual General Meeting.
Our definition of 'Independence' of Directors is derived from Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and Section 149(6) of the Companies Act 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationshipsdisclosed the following Non-Executive Directors are Independent:
a) Dr. Nachiket Mor
b) Mr. M. Damodaran
c) Ms. Vinita Bali
d) Mr. Girish Paranjpe
Committees of the Board
There are currently five Committees of the Board as under:
Corporate Social Responsibility Committee
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
Number of meetings of the Board
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board exhibits strong operationaloversight with regular presentations by business heads to the Board. An annual planner oftopics to be discussed at the Board through its quarterly meetings is pre-discussed withthe Board. The Board / committee meetings are pre-scheduled and a tentative annualcalendar of the Board and committee meetings is circulated to the Directors well inadvance to help them plan their schedule and to ensure meaningful participation in themeetings. Only in case of special and urgent business if the need arises the Board'sapproval is taken by passing resolutions through circulation as permitted by law whichare confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of the Board are held in Mumbai. The agenda of the Board / committee meetings iscirculated at least seven days before the date of the meeting. The agenda for the Boardand committee meetings includes detailed notes on the items to be discussed at the meetingto enable the Directors to take an informed decision. Since the last two years theCompany has moved to a two-day schedule for its quarterly committee and Board meetingswhich allows for greater discussion time for Board matters.
The Board met seven times in financial year 2017 viz. on February 11 April 20 June23 June 28 July 18 September 29 and October 17. The maximum interval between any twomeetings did not exceed 120 days.
Compliance with secretarial standards on Board and Annual General Meetings
The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.
Annual evaluation by the Board
During the year the Board has carried out the annual evaluation of its own performanceas well as the evaluation of the working of its Committees and individual Directorsincluding Chairman of the Board. This exercise was carried out through a structuredquestionnaire prepared separately for Board Committees Chairman and individualDirectors. The performance evaluation of the Chairman was carried out by the IndependentDirectors at a separate meeting of the Independent Directors. The questionnaire andevaluation process was reviewed in the context of SEBI Guidance Note on Board evaluationdated January 5 2017 and necessary alignment was made with the requirements.
The questionnaire for Board evaluation is prepared taking into consideration variousaspects of the Board's functioning such as understanding of Board members of their rolesand responsibilities Board meeting and reporting process time devoted by the Board toCompany's long-term strategic issues quality and transparency of Board discussionsquality quantity and timeliness of the information flow between Board members andmanagement Board's effectiveness in disseminating information to shareholders and inrepresenting shareholder interests Board information on industry trends and regulatorydevelopments and discharge of fiduciary duties by the Board.
Committee performance is evaluated on the basis of their effectiveness in carrying outtheir respective mandates.
Peer assessment of Directors based on parameters such as participation andcontribution to Board deliberations ability to guide the Company in key matters andknowledge and understanding of relevant areas were received by the Board for individualfeedback.
The Board acknowledged key improvement areas emerging through this exercise and actionplans to address these are in progress.
During 2017 the Company also actioned the feedback from the Board evaluation processconducted in the previous year
i.e. 2016. Suggestions were incorporated in strengthening the Board review calendarplan for 2017 with thematic additions on technology road-map and business continuityreview increasing the focus on internal controls through additional Audit Committeemeetings discussion on key executive succession planning and improved Board schedulingand time management. Opportunities to increase awareness on industry trends and peers wereprovided to the Board through sessions by internal and external speakers including someindustry experts; these helped contextualising the budgeting and strategy exercises of theCompany. During the year the Board competencies were diversified with the addition of aDirector with technology background.
Risk Management Policy Compliance framework and Internal Control Adequacy
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified bystatutory as well as internal auditors. Significant audit observations and follow upactions thereon are reported to the Audit Committee. For ensuring independence of auditsthe internal auditors report directly to the Audit Committee. Both the internal andstatutory auditors have exclusive executive sessions with the Audit Committee on a regularbasis. In addition during the year the Management performed a review of key controlsimpacting financial reporting at entity as well as operating levels and submitted itsreport to the Audit Committee and the Board.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives which has been enhanced during this year. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. These are discussed at the meetings of the Audit Committeeand the Board of Directors of the Company. These have also been reported and discussed indetail in the Management's Discussion and Analysis Report annexed to this report.
Information security has emerged as a major risk in recent times to the financialservices industry. The Company continuously evaluates exposure from this perspective.During the year we implemented actions to enhance security by enhancing intrusiondetection systems next generation firewall a new cybersecurity solution and upgradeddata loss prevention systems among many measures to manage and mitigate cyber risks.Additionally an organisation-wide Business Continuity Project was initiated to align theCompany's Business Continuity Programme to ISO 22301:2012 Societal security -- BusinessContinuity Management System (BCMS). This initiative intended strengthening the resilienceof the organisation. BCMS enables an acceptable level of service during disaster protects& supports employees asset and business reduces risk and enables the Company to meetstatutory regulatory and contractual obligations.
The Company has a robust framework for monitoring compliance with applicable laws.Adequately empowered functional teams operate as the first line of defence. Theirprocedures and actions are routinely subject to audit and test procedures ensuringrobustness of the system. During the year the Company introduced an additional IT-enabledtool to monitor compliances and support the compliance assessment process. A quarterlycertification on compliance with laws is provided by senior management to the Board.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls with reference to financial statements wereadequate and effective during financial year 2017.
Directors' responsibility statement
Your Directors hereby confirm that:
i. i n the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;
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 fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Particulars regarding conservation of energy technology absorption and foreignexchange earnings and outgo
The particulars regarding foreign exchange earnings and outgo appear as separate itemsin the notes to the accounts. As such the Company does not own any manufacturing facilityand hence our processes are not energy intensive. Hence particulars relating toconservation of energy and technology absorption stipulated in the Companies (Accounts)Rules 2014 are not applicable.
However we endeavour to support the environment by adopting environment friendlypractices in our office premises. CRISIL House Mumbai our corporate headquarters is aPlatinum-rated Green Building. During 2017 one more of our offices CRISIL House Gurgaonearned the IGBC Green Existing Buildings certification in the Gold category. Thesecertifications recognise the efforts of the Company on waste segregation and recyclingusage of eco-friendly refrigerants for air conditioning requirements reducing heat islandeffect in the design of the building and parking using eco-friendly materials ingardening housekeeping rain water harvesting and other measures at water efficiency.CRISIL House was recently featured in the book 'Pathways to Green India: Innovative Ideasfor Public Spaces Vol II' published by Earth Day Network an international NGO whichoperates in the sustainable environment space.
We have rolled out a policy which aims at improving environmental performance ofCRISIL. The policy is our commitment to be environmentally responsible and encourages ouremployees and members of the wider community to work for the environment by setting andmonitoring environmental objectives making efficient use of natural resourceselimination of waste and promoting recycling of resources.
During 2017 we commenced an important initiative to convert wet garbage generated inCRISIL House into compost instead of giving it off for municipal collection. Organicmanure thus generated from wet waste is being used for in-house garden landscapingrequirement. Separate wet and dry garbage rooms have been created for storing garbage.
In addition under the CRISIL RE employee volunteering program CRISIL leverages itsworkforce as agents of change to drive environment conservation actions. Details of theoutcomes from these initiatives during 2017 are given in the Corporate SocialResponsibility Report published elsewhere in the Annual Report.
Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The role of the committee is toreview the CSR Policy indicate activities to be undertaken by the Company towards CSR andformulate a transparent monitoring mechanism to ensure implementation of projects andactivities undertaken by the Company towards CSR.
The CSR Policy of the Company and further details about the initiatives taken by theCompany on Corporate Social Responsibility during the year under review have been appendedas Annexure II to this Report.
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.
As on December 31 2017 the Company had one Indian and seven overseas wholly ownedsubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 the Companyhas prepared a consolidated financial statement of the Company and all its subsidiarycompanies which is forming part of the Annual Report. A statement containing salientfeatures of the financial statements of the subsidiary companies is also included in theAnnual Report.
On November 15 2017 CRISIL entered into a definitive agreement to acquire 100% of theequity shares of Pragmatix Services Private Limited ('Pragmatix'). Pragmatix is a dataanalytics company focused on delivering cutting-edge solutions in the 'data tointelligence' lifecycle to the banking financial services & insurance (BFSI)vertical. Its Big Data capabilities and advanced data models provide descriptiveprescriptive and predictive analytics delivered through its proprietary Enterprise DataAnalytics Platform. In its short history post incorporation in 2010 Pragmatix hassuccessfully built and deployed solutions across the risk sales and finance domains inIndia Middle East and North America. The transaction was valued at a total considerationof Rs. 56 crore. Pragmatix will strengthen CRISIL's position as an agile innovative andglobal analytics company. It will enable CRISIL to leverage its technology platform anddeep domain expertise to enhance its business intelligence analytics and risk managementofferings for financial sector clients in India and globally. As on December 312017Pragmatix was not a subsidiary of CRISIL but it became a wholly owned subsidiary of theCompany w.e.f. January 24 2018.
The Company has no associate companies within the meaning of Section 2(6) of theCompanies Act 2013.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.crisil.com .Further as per fourth proviso of the said section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Company www.crisil.com .Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.
The Company has obtained a certificate from the Statutory Auditors certifying that theCompany is in compliance with the FEMA Regulations with respect to downstream investmentsmade in its subsidiary companies as operating during the year.
Particulars of contracts or arrangements with related parties referred to in Section188(1)
A significant quantum of related party transactions undertaken by the Company is withits subsidiary companies engaged in product delivery of CRISIL businesses and businessdevelopment activities. The Company has also been providing analytical support to S&PGlobal entities as a part of a Master Services Agreement which transaction has beenapproved by the shareholders though a resolution passed by postal ballot on December 152014.
The Audit Committee pre-approves all related party transactions. The details of therelated party transactions undertaken during a particular quarter are placed at themeeting of the Audit Committee held in the succeeding quarter.
All contracts / arrangements / transactions with related parties that were executed in2017 were in the ordinary course of business and at an arm's length. During the yearthere were no related party transactions which were materially significant and that couldhave a potential conflict with the interests of the Company at large. All related partytransactions are mentioned in the notes to the accounts. The particulars of materialcontracts or arrangements with related parties referred to in Section 188(1) is given inprescribed Form AOC - 2 as Annexure III.
As required under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a Related PartyTransactions Policy which has been put up on the website of the Company athttps://www.crisil.com/en/home/ investors/corporate-governance.html. The Company hasdeveloped an operating procedures manual for identification and monitoring of relatedparty transactions.
Particulars of loans guarantees or investments under Section 186
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the Notes to Financial Statements.
In June 2017 CRISIL has purchased 2622430 equity shares of CARE Ratings Limited(CARE) representing 8.9% of its equity share capital. CARE is a SEBI registered creditrating agency and is listed on BSE and NSE. The investment has been made pursuant to a bidprocess conducted by Canara Bank subsequent to their request for quotation. This stakepurchase is an investment in the excellent long-term prospects of the credit rating sectorin the country. This investment in the equity of CARE has no special rights.
M/s. Walker Chandiok & Co LLP (an affiliate of Grant Thornton network) are theStatutory Auditors of the Company. Their report is a part of the Annual Report.
Secretarial Audit Report
The Board of Directors of the Company has appointed Dr. K. R. Chandratre PractisingCompany Secretary to conduct the Secretarial Audit and his Report on Company'sSecretarial Audit is appended to this Report as Annexure IV.
Comments on Auditors' Report
There are no qualifications reservations or adverse remarks or disclaimers made byWalker Chandiok & Co LLP Statutory Auditors in their report and by Dr. K. R.Chandratre Company Secretary in Practice in his secretarial audit report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this report.
The Company is committed to maintaining the highest standards of corporate governanceand adhering to the corporate governance requirements as set out by the Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report. A certificate from the auditors of the companyconfirming compliance with the conditions of corporate governance as stipulated under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is also published elsewhere in this Annual Report.
Particulars of remuneration
Disclosures with respect to the remuneration of Directors and Employees as requiredunder Section 197(12) of Companies Act 2013 read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 have been appended as Annexure V tothis Report.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of every employee covered under the said rule areavailable at the Registered Office of the Company during working hours for a period of 21days before the Annual General Meeting and shall be made available to any shareholder uponrequest.
The Nomination and Remuneration Committee of the Company has affirmed at its meetingheld on February 13 2018 that the remuneration is as per the remuneration policy of theCompany.
Employee Stock Option Schemes
The Company has three employee stock option schemes. The Employee Stock Option Scheme -2011 (ESOS 2011) was approved by the shareholders vide a special resolution passed throughpostal ballot on February 4 2011. The Employee Stock Option Scheme - 2012 (ESOS 2012) wasapproved by the shareholders vide a special resolution passed through postal ballot onApril 10 2012. The Employee Stock Option Scheme - 2014 (ESOS 2014) was approved by theshareholders vide a special resolution passed through postal ballot on April 3 2014 andamended by special resolution of shareholders at the 30th Annual General Meeting held onApril 20 2017.
During 2017 there were no material changes in the Employee Stock Option Plans of theCompany except the amendment made to ESOS 2014 as specified above. The Schemes are incompliance with the SEBI Regulations on ESOS. As per Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 read with SEBI circular dated June 16 2015 thedetails of the ESOS are uploaded on the Company's websitehttps://www.crisil.com/en/home/investors/financial- information/annual-report.html interms of Circular No CIR/ CFD/POLICY CELL/2/2015 dated June 16 2015 issued by Securitiesand Exchange Board of India.
The Company has received a certificate from M/s. Walker Chandiok & Co LLP that ESOS2011 ESOS 2012 and ESOS 2014 have been implemented in accordance with the SEBIRegulations and the resolution passed by the members in their general meeting. Thecertificate would be placed at the ensuing Annual General Meeting for inspection by themembers.
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 rules prescribed under Chapter VII relating toManagement and Administration under the Companies Act 2013 is appended as Annexure VI.
The Company and all its subsidiary companies in India and across the world exceptPragmatix Services Private Limited which has been recently acquired follow the calendaryear as the financial year in terms of a special approval obtained from the Company LawBoard in 2015.
CEO and CFO Certification
Certificate from Ms. Ashu Suyash Managing Director & CEO and Mr. Amish MehtaChief Financial Officer pursuant to provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 for the year underreview was placed before the Board of Directors of the Company at its meeting held onFebruary 13 2018.
Your Directors state that there being no transactions with respect to following itemsduring the financial year under review no disclosure or reporting is required in respectof the same:
1. Deposit from the public falling within the ambit of Section 73 of the Companies Act2013 and the Companies (Acceptance of Deposits) Rules 2014.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Receipt of any remuneration or commission by the Managing Director/Whole-timeDirector of your Company from any of its subsidiaries.
4. Significant or material orders passed by the regulators or courts or tribunals whichimpact the going concern status and the Company's operation in future.
5. Buy back of shares.
6. Material changes and commitments affecting the financial position of the Companythat have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of this report unless otherwise stated in thereport.
The Board of Directors wishes to thank the employees of CRISIL for their exemplarydedication and the excellence they have displayed in conducting the operations of CRISIL.The Board also wishes to place on record its sincere appreciation of the faith reposed inthe professional integrity of CRISIL by customers and investors who have patronised itsservices. The Board acknowledges the splendid support provided by market intermediaries.The affiliation with S&P Global has been a source of great strength. The Board ofDirectors also wishes to place on record its gratitude for the faith reposed in CRISIL bythe shareholders the Securities and Exchange Board of India the Reserve Bank of Indiathe Government of India and the State Governments. The role played by the media inhighlighting the good work done by CRISIL is deeply appreciated.
For and on behalf of the Board of Directors of CRISIL Limited
| ||John L. Berisford |
| ||Chairman |
|Mumbai February 13 2018 ||(DIN: 07554902) |