You are here » Home » Companies » Company Overview » ICRA Ltd

ICRA Ltd.

BSE: 532835 Sector: Others
NSE: ICRA ISIN Code: INE725G01011
BSE 00:00 | 20 Oct 3648.70 0
(0.00%)
OPEN

3743.50

HIGH

3743.50

LOW

3566.65

NSE 00:00 | 20 Oct 3675.55 -57.45
(-1.54%)
OPEN

3747.55

HIGH

3747.55

LOW

3610.25

OPEN 3743.50
PREVIOUS CLOSE 3648.70
VOLUME 296
52-Week high 4158.60
52-Week low 2555.00
P/E 51.06
Mkt Cap.(Rs cr) 3,521
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3743.50
CLOSE 3648.70
VOLUME 296
52-Week high 4158.60
52-Week low 2555.00
P/E 51.06
Mkt Cap.(Rs cr) 3,521
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICRA Ltd. (ICRA) - Director Report

Company director report

To

The Members

ICRA Limited

Your Directors have the pleasure in presenting the 30th Annual Report of your Companyalong with the Audited Financial Statements for the year ended March 312021.

Financial Performance

During its 30th year of operations your Company has earned a net profit of Rs. 52.94crore as against Rs. 64.98 crore during the previous year. Your Company's basic earningsper share for the year ended March 31 2021 was Rs. 55.04 as against Rs. 67.55 in theprevious year. The financial results of your Company (standalone and consolidated) for theyear ended March 312021 are presented in the following tables.

Standalone
Particulars 2019-20 2020-21
(Rs. crore) (Rs. crore)
Revenue from operations 207.78 181.27
Other income 40.58 36.32
Total income 248.36 217.59
Total expenses 156.31 145.93
Profit before tax 92.05 71.66
Total tax expense 27.07 18.72
Profit for the year 64.98 52.94
Total other comprehensive income net of tax (0.54) 0.26
Total comprehensive income for the year 64.44 53.20

Figures are extracted from the audited standalone financial statements as per IndianAccounting Standards (Ind AS).

1 Crore = 10 million

Consolidated

Particulars 2019-20 2020-21
(Rs. crore) (Rs. crore)
Revenue from operations 321.09 301.06
Other income 47.97 42.85
Total income 369.06 343.91
Total expenses 237.58 231.91
Profit before tax 131.48 112.00
Total tax expense 34.24 29.32
Profit for the year 97.24 82.68
Total other comprehensive income net of tax (0.63) 0.02
Total comprehensive income for the year 96.61 82.70

Figures are extracted from the audited consolidated financial statements as per IndianAccounting Standards (Ind AS).

1 Crore = 10 million

Review of Operations Rating Services

Market and Business Overview

The credit rating business faced headwinds in terms of a Covid-19 pandemic inducedcontraction in economic activity in H1 FY2021 resulting in limited credit demand andheightened risk aversion of lenders. Covid-19 induced stress on borrowers' cash flowswhich coupled with the moratorium on debt servicing announced by the Reserve Bank ofIndia (RBI) further created ambiguity for lenders. A heightened risk aversion had itsimpact across corporate bond market bank lending structured finance as well as flowsinto debt mutual funds. But a broad resumption in economic activity post the lifting ofthe lockdown supported in ample measure by the Fiscal and Monetary Policy interventionshas allowed businesses to recover even as the recovery remains uneven thus far. Howevera fresh spike in Covid-19 infections in March 2021 has led to the reimposition oflocalised restrictions the impact of which is evolving.

The pandemic and the associated lockdown severely affected activity in many sectors inH1 FY2021 especially in the contactintensive parts of the non-agricultural economy. TheGDP contracted by a steep 24.4% in real terms in Q1 FY2021 followed by a narrower YoYdecline to 7.3% in Q2 FY2021 as activity recovered during the unlock phase. GDP rose by amarginal 0.4% in Q3 FY2021 with a relatively broad-based improvement. With the rollout ofthe Covid-19 vaccines business sentiment improved. However non-Government investmentactivity remained muted with modest capacity utilisation levels. The credit squeezewitnessed by the NBFCs had an adverse impact on consumption as well as supply of credit tomicro-small and medium enterprises. Moreover consumer confidence displayed a subdueduptick and remained well below the pre-pandemic levels. While economic activity entered aconsolidation phase in January-February 2021 a fresh spike in Covid-19 infections inMarch 2021 led to the re-imposition of localised restrictions reigniting uncertaintyregarding the near-term outlook.

The bonds issuances are estimated by ICRA to have improved by 27% during FY2021 but thebulk of these happened in the first two quarters driven by regulatory measures such astargeted long-term repo operations (TLTROs) by the RBI and partial credit guarantee (PCG)scheme of the GoI for purchase of bonds issued by the NBFCs. The PSUs and entities withhigher ratings or those supported by strong promoters benefitted most from these. A lowinterest rate environment prompted strong issuers to tap the domestic bond market insteadof overseas borrowings. Of the overall bond issuances as per ICRA's estimates the PSUsaccounted for 55% of the issuances in FY2021. The issuances from NBFCs including HousingFinance companies (HFCs) were higher - PSU entities such as PFC Limited and REC Limitedborrowed more under liquidity package for DISCOMs. The issuances under the TLTROs and thePCG also helped NBFC issuances. The bond issuances from banks and financial institutionsincreased driven by higher issuances of Basel III debt capital instruments by publicsector banks and steady refinancing by financial institutions. The outstanding stock ofcommercial paper showed a tepid growth of 6% as at March 31 2021 after a steep decline of29% in FY2020 driven by increased activity level in the economy and low interest rates.

Bank credit growth was driven by lending to the agriculture sector and a moratorium ondebt servicing leading to lower amortisation and capitalisation of interest for moratoriumperiod. The bank credit would have been lower if adjusted for the lending under theEmergency Credit Line of the GoI.

Despite the lock-down by the Central and State Governments your Company was able totransact business in a seamless manner. A good number of new clients - across bank loanand debt market segments - were added. Your Company not only added some prominent andleading companies to its list of clients it also rated some novel transactions -

• The second ever ReIT transaction (your Company rated the first one too)

• The warehouse receipts-backed PTC structure

• The first PSU InVIT

• Rating of e-operation of electrical buses under a state concession

Your Company maintained its significant share of the total volume of debt rated by allCRAs for the year despite being selective in certain unremunerative situations such asthe small bank loan segment and entities that adopt only tender-based criteria forselecting rating agencies. Adoption of this approach has helped in improving the overallyield. However your Company did face Covid-induced economic headwinds and reduction inrated volumes in case of a few specific clients in the financial sector. The structuredfinance business saw greater impact in the first two quarters of FY2021 as investorsturned risk averse though the subsequent quarters saw improved volumes. In terms ofratings quality your Company has been appreciated for its timely rating actionsadequately factoring the evolving impact of the pandemic on various sectors andbusinesses.

Corporate Sector

For the second consecutive year the bank credit to the corporate sector remainedstagnant in FY2021 driven by slowing consumption and lack of any meaningful pick-up ininvestment activity. Borrowings through the bond route were restricted to PSUs andentities backed by strong promoters. Credit spreads on corporate bonds increased initiallybut began to moderate post a host of monetary and fiscal measures announced by the RBI andthe GoI respectively in FY2021. Even while the operating environment was challenginghighly rated corporates were able to raise money from the bond market at attractive ratesgiven the surfeit of liquidity in the system following measures such as Long-Term RepoOperation (LTRO) and TLTRO. Moreover given the aggressive monetary easing by the RBI theCP rates witnessed a sharp fall with yields falling to one of the lowest in the last fewdecades which enabled high credit worthy corporate borrowers to raise short-term funds atcompetitive rates. Nonetheless transmission of rates to the lower end of the credit curvewas weak resulting in high credit risk premium.

Financial Sector

Investors continued to remain cautious on the sector due to concerns on the assetquality of lenders. The collection efficiencies that dipped sharply in April 2020 improvedover the rest of the year. The TLTROs and PCG schemes helped NBFCs/HFCs raise medium termfunding and manage their near-term liquidity. The NBFCs/HFCs had to depend primarily onbanks for their funding requirement as mutual funds and other investors continued toremain risk averse for most part of the fiscal. With significant slowdown indisbursements the assets under management of the NBFCs and the HFCs are estimated to havereported only a marginal growth in FY2021. Adjusted for the CP issuances for IPOfinancing NBFCs/HFCs reduced their dependence on CPs as they continued to focus onraising long-term resources and improve their Asset Liability Management (ALM) profile.

Uncertain operating environment and concerns related to more downgrades of debtinstruments continued to impact the flows into debt mutual funds. With a gradual pick upin the economic activity levels from Q2 FY2021 the net flows into debt schemes startedimproving. As a result assets under management (AUM) for debt schemes improved 29% duringFY2021 compared with a contraction of 11% in FY2020. Your Company continues to enhance itspresence in the debt mutual fund scheme ratings with additions of more schemes from theexisting and new fund houses.

Structured Finance

The domestic securitisation volumes witnessed a steep decline to about Rs. 0.9 lakhcrore in FY2021 as against volumes of almost Rs. 2 lakh crore in FY2020 due to concerns onasset quality of retail loan pools. The NBFCs and HFCs also turned their focus towardscollections rather than disbursements. Adequate liquidity available in the systemespecially for the higher rated entities also led to lower need for securitisation oftheir assets. Nevertheless the market saw revival on a sequential basis with strong QoQgrowth of about 60% reported in both Q3 and Q4 of the fiscal albeit at a lower base. Therecovery in Structured Finance was supported by the lifting of the RBI-driven moratoriumperiod in August 2020 the improvement in the collection efficiencies for retail loansleading to lesser-than-expected build-up in delinquencies especially for the securedasset classes and the increase in funding requirements for the NBFCs and HFCs asdisbursements picked up even reaching to pre-Covid levels for some financial institutions.

The investor preference for retail loan pools of secured asset classes remained highwith mortgage-backed loans being the dominant asset class in securitisation during theyear. Gold loan securitisation also witnessed an increase in its proportion to the overallvolumes. Securitisation of microfinance loans saw the sharpest decline in FY2021 due toinvestor concerns on the asset quality but we saw some of the stronger players in thissector re-emerge in the securitisation market in Q4.

In FY2021 your Company continued to maintain its position as a leading credit ratingagency (CRA) in the structured finance segment. While the number of fresh transactionsrated / loss estimation reports prepared during the year declined due to the reduction inmarket volume your Company managed to deepen its presence by carrying out assignments fornew originators a few of which only recently entered the securitisation market. InFY2021 your Company rated India's first securitised agricommodity transaction. YourCompany was also a leading agency for rating covered bond issuances during the year whichis a relatively newer product in the country though with significant potential to scaleup.

Outlook:

On the near-term outlook for the economy ICRA's forecasts peg the expansion in IndianGDP (at constant 2011-12 prices) in FY2022 within a range of 10-10.5% benefiting from anormalisation in economic activity after the vaccine rollout widens as well as the lowbase. However the effect of surge in Covid-19 infections in March 2021 may leave animpact on the near-term outlook. The key risks to our forecast are (i) the period it takesfor the infection levels to sustain (ii) Government response by way of lockdowns orrestriction on activities (iii) effect on employment and consequent impact on consumerconfidence and (iv) the existing vaccines not being effective enough against new variantsof the infection. The key upside to our projections is a faster-than-expected pick-up inthe Government spending.

Given the expectation of inflation remaining above the mid-point of the Monetary PolicyCommittee's medium-term target band of 2-6% we expect an extended pause for the reporate. In view of the large Central and expected state government borrowing plans forFY2022 interest rates may not ease meaningfully despite the announcement of bondpurchases under the Government-securities acquisition programme (G-SAP) 1.0 by the ReserveBank of India. The trajectory of the commodity prices and the borrowing costs would inturn have a bearing on the capital expenditure budgets and the viability of infrastructureinvestments ongoing and in the pipeline.

In FY2022 the bank credit growth is expected to improve marginally by 7.5%-8.2% ascompared to 5.6% in FY2021 however the second wave of Covid-19 could impact the pace ofgrowth. The debt capital markets issuances will be driven by higher scheduled maturitiesof bonds even as the interest rate and liquidity environment is expected to remainconducive for growth in bond issuance. The issuances will continue to be driven bybetter-rated and stronger entities even as there is a regulatory thrust to deepen the bondmarkets both by Reserve Bank of India and Securities and Exchange Board of India.Nonetheless the investors could adopt a wait and watch approach for the credit impact ofthe second wave of pandemic to play out.

With only a marginal pick-up in bank credit growth coupled with the sizeable capitalraise by private banks in FY2021 and the Rs. 40000 crore capital infusion into publicbanks spread over FY2021 and FY2022 the bond issuances from the banks are expected toremain muted. The issuance volumes would get further suppressed if banks are unable toreplace the Rs. 23000 crore Additional Tier 1 (AT1) instruments which have a call optionin FY2022 following in the changes in the valuation norms of such instruments. Thefinancial institutions however are expected to drive the bond issuance volumes as theyscale up. With improvement in investor risk appetite and most NBFCs having resumed lendingfrom Q3 FY2021 we expect bond issuances by the NBFC and the HFCs to scale up andrefinance existing debt.

The significant investment outlay envisaged under the National Infrastructure Pipeline(NIP) wherein an investment of Rs. 111 trillion is expected during 2020-2025 in majorinfrastructure sub sectors - notably in Power Roads Railways and Urban Infrastructure -will give a fillip to the economy. While a large share of the funding will be coming fromthe Central and State allocations and public-sector infrastructure NBFCs corporate bondmarket is also expected to play a modest role wherein Central PSUs in Power and Roads areexpected to mobilise resources from the capital markets. Moreover asset monetisationthrough InvITs is expected to gain traction in the next five years which will benefitboth the bond market issuances as well as bank loans through refinancing. Besides theinfrastructure companies general corporates in capital intensive sectors such as Oil& Gas Metals Telecom and Cement are also expected to borrow from the capitalmarkets. However there is a risk of significant supply of Government bonds crowding-outcorporate bonds.

The securitisation market is poised for a healthy growth in FY2022 on the relativelylower base seen in the preceding year. The rebound in the economic growth and theresumption of business activities would support the disbursement activity and assetquality of the NBFCs and HFCs. The higher disbursements seen in H2 FY2021 would alsoincrease the quantum of eligible loans available to securitise in the current year aftertaking care of RBI's requirements for minimum holding period. Nonetheless the recent risein Covid-19 cases may again create uncertainty among the investors. While the lockdownsannounced by a few state governments at present are less restrictive in comparison to thenationwide lockdown seen last year an unabated increase in the Covid cases is likely tobring about fears of harsher lockdowns which could have a bearing on the asset quality ofretail loans. ICRA however expects securitisation volumes in FY2022 to be supported bythe requirement of banks to meet their priority sector lending (PSL) requirements. Theincrease in the purchase of non-PSL pooled loans is also a healthy trend that will resultin healthy growth in issuance volumes. Any significant traction in the priority sectorloan certificates (PSLCs) market or widespread adoption of the loan co-originationframework by banks for sourcing PSL assets could however restrict issuance volumes inthe medium to long term.

Your Company will benefit from the anticipated pick-up in the debt market and theinfrastructure space.

Trends in Credit Quality of ICRA rated companies

The credit quality of India Inc. has experienced two consecutive years of elevatedpressures. While on a full-year basis both FY2020 and FY2021 marked a sharp rise in theproportion of entities downgraded in ICRA's portfolio (vis-a-vis the historical averages)the rating action trends since November 2020 suggest that incremental downgrade pressureshave ebbed. At the same time the proportion of rating upgrades has been on the rise overthe past two quarters. Other notable trends are as follows:

• ICRA downgraded the ratings of 483 entities in FY2021 reflecting a downgraderate of 14% coming on the heels of an even higher downgrade rate of 16% seen in FY2020.The proportion was much higher than the preceding five-year average of 8% reflecting theelevated credit pressures seen in the past two years.

• In comparison the ratings of 293 entities were upgraded by ICRA in FY2021.These accounted for 9% of the portfolio entities a proportion similar to that seen inFY2020. This however stood lower than the preceding five-year average of 11%.

• But since November 2020 the credit ratio of ICRA-assigned ratings defined asthe number of entities upgraded to that downgraded has consistently remained upwards of1.0 time each month. Prior to that the credit ratio had remained consistently below 0.6xin each month since May 2019.

Going forward the credit quality trends in the near to medium term would remainsensitive to the span of second wave of Covid infections and the attendant demand andsupply-side disruptions. The movement in commodity prices is also a variable which wouldhave contrasting credit effects on the producers and the consumers. The likelihood of arise in interest rates is substantial in view of the large Central and state governmentborrowing plans for FY2022. As regards the financial services sector sustainedimprovement in asset quality and collection efficiencies will be the key to improvement incredit profile even as the funding environment has eased significantly.

Rating accuracy trends

The performance of any credit rating system is measured by metrics like default ratesstability rates and average default position. ICRA's robust methodologies and theirconsistent application over the years is reflected in the low default rates in theinvestment grade suggesting that ICRA's ratings have done well to distinguish betweensafer and riskier credits. The default rates along the rating scale from AAA to C haveshown ordinality which reflects the ability at differentiating among credits across therisk spectrum. This apart ICRA's ratings have demonstrated a healthy one-year ratingstability depicted across all investment grade rating categories—a high ratingstability suggests that ICRA's rating decisions do not get influenced by the stage of thebusiness cycle but remain strongly focused on assessing the credit worthiness of entitiesthrough the cycle. Finally the average default position of ICRA-assigned ratings—ameasure of the tendency of a rating agency to commit type-1 and type-2 errors—remainshealthy and has systematically improved over the years.

Average one-year transition rates for long-term ratings for the last 5 financial yearperiod ended 2020-21

Rating Category AAA AA A BBB BB B C D
AAA 98.9% 0.5% 0.0% 0.4% 0.0% 0.0% 0.0% 0.2%
AA 1.9% 95.0% 2.6% 0.2% 0.1% 0.0% 0.0% 0.1%
A 0.2% 5.0% 90.5% 3.6% 0.2% 0.1% 0.1% 0.4%
BBB 0.0% 0.4% 6.0% 88.4% 3.9% 0.1% 0.1% 1.2%
BB 0.0% 0.0% 0.2% 4.7% 87.8% 2.7% 0.1% 4.5%
B 0.0% 0.0% 0.1% 0.0% 6.0% 85.6% 0.5% 7.8%
C 0.0% 0.0% 0.0% 0.0% 0.0% 13.6% 63.6% 22.7%

Industry Research

The research reports of your Company continue to be well appreciated by variousstakeholders for its analytical content. As these are based on contemporary themes thesehave helped position ICRA as a thought leader. During the year FY2021 lower researchspends by several financial sector entities affected the demand for ICRA'ssubscription-based products. Despite the challenging environment the good quality of thereports published has also helped in making further inroads across market segments andyour Company has added many prominent entities as subscribers in the last year. YourCompany continues to actively engage with the investor community by regularly holdinginteractive sessions on macro economy industries and rating round-ups through its webinarseries thereby building a strong market franchise.

ICRA research has an ongoing coverage on more than 60 industries including severalsub-segments within the corporate sector and multiple sub-segments under the financialservices and structured finance sectors. ICRA remained a thought leader in the structuredfinance sector publishing regular research notes on the securitisation market and creditquality trends across asset classes.

Franchise Development

Your Company took several initiatives to strengthen its franchise through outreachefforts even as the year saw only virtual seminars and conferences. Your Company was quickto reach out to the market participants through webinars the frequency of which wasincreased to address the apprehension as Covid-induced credit concerns were overwhelming.The timely series of webinars covering the Covid-19 related credit stress was appreciatedfor the coverage on various sectors. Some of these were coupled with media interactions topromote your Company's visibility and brand strength.

Automation Initiatives at ICRA

ICRA is pursuing several technology initiatives across various functions with theobjective of improving operating efficiencies enhancing the quality of deliverables andimproving the internal controls through automation. Significant efforts and investmentshave been made in the recent past to improve the technology stack to improve operationaleffectiveness and productivity through system-generated reports for financial comparisonconsolidation and benchmarking besides aiding the regulatory reporting requirements. ICRAis also implementing a customer relationship management (CRM) solution to achieveefficiencies for the business development invoicing and revenue recognition improvingthe lead to opportunity conversion and generating automated reports along with dataanalytics. ICRA has also sharpened the focus on technology to capture early warningsignals to closely monitor the developments in the rated entities and further improvetimeliness of rating actions.

Change in Nature of Business

During 2020-21 there was no change in the nature of business of your Company. Pursuantto the SEBI (Credit Rating Agencies) (Amendment) Regulations 2018 along with itssubsequent amendment(s) and clarifications issued by SEBI from time to time in thismatter a credit rating agency shall not carry out gradings and other related non-ratingactivities with effect from May 30 2020. Accordingly from this date your Company doesnot accept any new business under these activities.

Subsidiary Companies (including step-down subsidiaries)

At the beginning of the year 2020-21 your Company had five subsidiaries including onestep-down subsidiary. There is no associates and/or joint ventures as defined under theCompanies Act 2013.

There has been no material change in the nature of the business of the subsidiaries.

As of March 312021 your Company had the following subsidiaries including thestep-down subsidiary:

Sr. No. Name of Subsidiary Companies Category Country of Incorporation
1. ICRA Analytics Limited$ Subsidiary India
2. Pragati Development Consulting Services Limited Step-down subsidiary India
3. PT. ICRA Indonesia* Subsidiary Indonesia
4. ICRA Lanka Limited Subsidiary Sri Lanka
5. ICRA Nepal Limited Subsidiary Nepal

$Formerly known as ICRA Online Limited liquidation initiated by the Company

Highlights of performance of subsidiary companies and their contribution to the overallperformance of the Company during the year 2020-21 are provided in the ManagementDiscussion and Analysis Report.

The consolidated financial statements of Group ICRA consisting of ICRA Limited itssubsidiaries including step-down subsidiary for the year 2020-21 which form a part ofthe Annual Report are attached. The Auditors' Report on the consolidated financialstatements is also attached. In compliance with the relevant provisions of the CompaniesAct 2013 a statement containing the brief financial details in Form AOC-1 as per Rule 5of the Companies (Accounts) Rules 2014 of the said subsidiaries is annexed to theconsolidated financial statements prepared in accordance with the prescribed AccountingStandards.

As required under the provisions of Section 136 (1) of the Companies Act 2013 thefinancial statements including consolidated financial statements and other documentsrequired to be attached thereto have been uploaded on the Company's website www.icra.in.Further your Company has also uploaded on its website the audited financial statements ofeach subsidiary Company.

Branches of the Company

Your Company operates its business from its offices in New Delhi Gurugram MumbaiKolkata Chennai Ahmedabad Bengaluru Hyderabad and Pune.

The Board of Directors in its meeting held on April 8 2021 has accorded its approvalto shift the registered office of the Company within the local limits of city with effectfrom May 1 2021 from Flat No. 1105 Kailash Building 11th Floor 26 Kasturba GandhiMarg New Delhi - 110001 to B-710 Statesman House 148 Barakhamba Road NewDelhi-110001.

Board Meetings Held During the Year

During the year eight meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report attached as Annexure-II to thisReport. The Company has complied with secretarial standards issued by the Institute ofCompany Secretaries of India on Board meetings and General Meetings.

Human Resource Development & Training

Human resources continued to provide a variety of training & developmentopportunities in the year under review with an aim to build employee capacity to meetstrategic needs and align with the Company's strategic plan and overall mission.

A fundamental belief of our management philosophy is to invest in our employees andenable them to develop new skills and capabilities which benefit them as well as theCompany. A variety of training and development programmes were provided in areas offunctional and behavioural skills team building and development on women leadership withemphasis placed on improving skill competency and knowledge. To ensure managerialeffectiveness as an annual exercise we launched MILES - a managerial interpersonaleffectiveness programme. It provides an opportunity to employees to understand themselvesbetter leading to self-awareness and thereby leading to an improvement of their peoplemanagement styles.

New hires go through a systematic virtual on-boarding programme designed to equip themadequately with the right skills and competencies to achieve their best potential. Apartfrom this all employees including the new hires are trained online on the Code ofBusiness Conduct Conflict of Interest Anti-Bribery & Corruption Prevention ofSexual Harassment at Workplace & Information Security.

ICRA continues to focus on building a strong talent pipeline across levels throughregular in-house virtual functional domain trainings Intuition online learning platformand external programmes. Developing and strengthening capabilities of all employees hasremained an ongoing priority. Deserving employees who demonstrate high performance andpotential are awarded challenging assignments and higher responsibilities. They areprovided adequate training and coaching to prepare them towards the same.

The Company's talent management strategy is focused on building leaders of tomorrow. Weinvest through world class leadership development programmes to build the talent bank inthe organisation. The Company has a robust talent review programme and ensures asuccession plan towards critical positions annually.

There is a harmonious relationship between the employees and the management of yourCompany. The consultative and participative management style of your Company hasfacilitated the achievement of its corporate goals. The employee morale has been highresulting in a positive contribution to your Company's progress.

Employees Stock Option Scheme (ESOS)

The members of your Company in the Annual General Meeting held on August 9 2018 bypassing a special resolution adopted a new scheme called the Employees Stock OptionScheme 2018 ('ESOS 2018') in compliance with SEBI (Share- based Employee Benefits)Regulations 2014 under which an aggregate of 31950 stock options were proposed to begranted. Permanent employees (excluding promoters and Independent Directors) of yourCompany and its subsidiaries are eligible to participate in the ESOS 2018. An estimated31950 stock options (shares of which are with the ICRA Employees Welfare Trust) may begranted under the ESOS 2018.

During the year there were no changes in the ESOS 2018. A certificate from theStatutory Auditors of your Company certifying that the schemes are implemented inaccordance with the SEBI (Share Based Employee Benefits) Regulations 2014 and theresolutions passed by the members of the Company will be made available in electronic modeto the members of the Company for inspection at the Annual General Meeting.

The disclosures in terms of Regulation 14 of the SEBI (Share-based Employee Benefits)Regulations 2014 read with Circular No CIR/CFD/POLICY CELL/2/2015 dated June 16 2015issued by SEBI are available on the Company's website; the web-link for the same is:

https://www.icra.in/InvestorRelation/ShowCorpGovernanceReport/?Id = 27&Title =Corporate%20Govemance&Report=Disclosure%20bv%20Board%20of%20Directors%20(ESQP)_2021_March.pdf

Particulars of Employees

The disclosure under the provisions of Section 197(12) of the Companies Act 2013regarding the ratio of the remuneration of each Director to the median employee'sremuneration and such other details as specified in Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to theDirectors' Report (Annexure I). A statement showing the names of the top ten employees interms of remuneration drawn and other particulars of the employees drawing remuneration inexcess of the limits set out in Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 as well as the names and other particulars of everyemployee covered under the rule are available at the registered office of the Companyand any member interested in obtaining such information may write to the Company Secretaryand the same will be furnished without any fee.

With regard to the provisions of Section 136(1) of the Companies Act 2013 theDirectors' Report excluding the information provided in compliance with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is being sent to the members of the Company.

Annual Return

In terms of Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the Annual Return is available on theCompany's website at

https://www.icra.in/InvestorRelation/ShowInvestorCommunicationReport/?Id=462&Title=Annual%20Return&Report=Annual%20Return.pdf

Corporate Governance

The report of the Board of Directors of your Company on Corporate Governance ispresented as a separate section (Annexure II) titled Corporate Governance Report whichforms a part of the Annual Report.

The composition of the Board the Audit Committee the Nomination and RemunerationCommittee the Stakeholders Relationship Committee the Corporate Social ResponsibilityCommittee the Risk Management Committee and other committees of the Board the number ofmeetings of the Board and committees of the Board and other matters are presented in theCorporate Governance Report.

The certificate of the Statutory Auditors of your Company regarding compliance with theCorporate Governance requirements as stipulated in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ('Listing Regulations') is annexed to theDirectors' Report.

Your Company has obtained a certificate from a practising company secretary that noneof the Directors on the Board of your Company have been debarred or disqualified frombeing appointed or continuing as directors of companies by the SEBI / Ministry ofCorporate Affairs or any such statutory authority.

Management Discussion & Analysis

The Management Discussion and Analysis is annexed to the Annual Report (Annexure III).

Insider Trading Regulations

Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the Code of Conduct for prevention of insider tradingis in force in your Company. The Board of Directors of the Company has adopted the Code ofPractises and Procedures for Fair Disclosure of Unpublished Price Sensitive Informationthe policy for determination of legitimate purposes and policy for enquiry in case of theleak of unpublished price sensitive information in compliance with the said regulationsand the same have been uploaded on the Company website.

Material Changes and Commitments

No material changes and commitments that would affect the financial position of theCompany have occurred between the end of the financial year to which the attachedfinancial statements relate and the date of this report. Further as per the disclosurerequired under Section 134 of the Companies Act 2013 read with Rule 8(5) of the Companies(Accounts) Rules 2014 no significant and material orders have been passed by theregulators or courts or tribunals impacting the going concern status and the Company'soperations in future.

Share Capital

As on March 31 2021 the Company's issued subscribed and paid-up equity share capitalstood at Rs. 96512310 (Nine Crore Sixty-Five Lakh Twelve Thousand Three Hundred and TenOnly) divided into 9651231 equity shares of Rs. 10/- each.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings andExpenditure

As your Company is not involved in any manufacturing activity the particulars relatingto conservation of energy and technology absorption as mentioned in the Companies(Accounts) Rules 2014 are not applicable to it. However emphasis is placed on theemploying techniques that result in the conservation of energy. Details on the foreignexchange earnings and expenditure of your Company appear in the notes to the financialstatements.

Update Regarding Certain Matters

During the year ended March 31 2021 the Company was dealing with certain continuingmatters and following are the updates.

(a) The Securities and Exchange Board of India (SEBI) enhanced the penalty amount fromRs. 25 lakhs to Rs. 1 crore in respect of an adjudication proceeding initiated by it inrelation to the credit ratings assigned to one of the Company's

customers and the customer's subsidiaries. The Company deposited the enhanced penaltyamount under protest and filed an appeal with the Securities Appellate Tribunal contestingthe said order. The said appeal is under review. On this matter the Company alsoco-operated with other Government agencies in relation to queries received from them.

(b) The Board of Directors ("Board") had previously appointed externalexperts to examine and report on anonymous representations making certain allegationsagainst two former officials which were forwarded to the Company by SEBI("Representations"). The findings of the external experts indicated that theconduct of the aforesaid officials was not in conformity with certain applicableregulations and the Company policies relating to credit rating activities. The keyfindings along with the remedial measures were submitted to SEBI in July 2020. The Companyhas implemented the remedial measures including termination of services of aforesaidofficials.

(c) The Company had also received another anonymous representation in the previousfinancial year. The Company has concluded the examination thereof and finalised thenecessary action plan during the current financial year. The findings did not indicate anyadverse financial impact.

Basis the foregoing and the legal counsel opinion obtained; the Company does notforesee any significant adverse implications on the Company.

Directors and Key Managerial Personnel

During 2020-21 Mr. N. Sivaraman was appointed as an Additional Director effectivefrom August 10 2020. The Members of the Company at the Annual General Meeting held onSeptember 23 2020 approved the appointment of Mr. N. Sivaraman as Managing Director &Group CEO of the Company.

During the year under review Mr. Thomas John Keller Jr. Non-ExecutiveNon-Independent Director of your Company resigned from the Board of your Companyinclusive of membership in any and all committees of the Board. The resignation of Mr.Thomas John Keller Jr. was effective from November 6 2020. Further the tenure ofappointment of Mr. Amit Kumar Gupta as a Whole-time Director of your Company expired onFebruary 6 2021; such appointments had been made by the Members of the Company at theAnnual General Meeting held on September 23 2020. The Board places on record itsappreciation for their valuable contribution and guidance throughout their tenure.

The Board of Directors of your Company appointed Ms. Wendy Huay Huay Cheong as anAdditional Director of your Company under the category of Non-Executive Non-Independent.Ms. Cheong's appointment was effective from November 6 2020. The Nomination andRemuneration Committee and the Board of your Company recommend the appointment of Ms.Cheong under the category of Non-Executive Non-Independent Director liable to retire byrotation.

Appointments made during the year are subject to approval by the Members of the Companyat the forthcoming Annual General Meeting. The resolutions seeking Ms. Cheong'sappointment as Director have been included in the Agenda of the Annual General Meeting.

Pursuant to the provisions of Section 152 of the Companies Act 2013 and the Articlesof Association of your Company Mr. David Brent Platt is due to retire by rotation andbeing eligible has offered himself for reappointment.

Further pursuant to Regulation 17(1A) of the Listing Regulations for Mr. Duggal tocontinue as a director upon attaining the age of seventy-five years an approval of theMembers is required. The resolutions seeking Mr. Duggal's continuation as NonExecutive andIndependent Director have been included in the Agenda of the Annual General Meeting. Mr.Arun Duggal will continue to be a Non-Executive and Independent Director of the Companyup to his present term i.e. November 10 2024 on the existing terms and conditions.

Proposals for the above appointments/re-appointment forms a part of the Agenda for theforthcoming Annual General Meeting and the resolutions are recommended for your approval.The profiles of Mr. Platt Ms. Cheong and Mr. Duggal are presented in the Notice of the30th Annual General Meeting as required under the Companies Act 2013 secretarialstandards issued by the Institute of Company Secretaries of India on general meetings andthe Listing Regulations.

Except for Ms. Ranjana Agarwal who is serving as an Independent Director on the Boardof ICRA Analytics Limited an unlisted material subsidiary of the Company and whoreceives remuneration by way of commission no other Directors are in receipt of anyremuneration or commission from any of the subsidiaries of the Company.

Independent Directors' Declaration

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 read withSchedule IV of Companies Act 2013 the Independent Directors have submitted declarationsthat each of them meets the criteria of independence as provided in Section 149(6) of theCompanies Act 2013 along with rules made thereunder and Regulation 16(1)(b) of theListing Regulations. There has been no change in the circumstances affecting their statusas Independent Directors of the Company. The following Non-Executive Directors of theCompany are independent in terms of Section 149(6) of the Companies Act 2013 and theListing Regulations:

1. Mr. Arun Duggal

2. Ms. Ranjana Agarwal

3. Ms. Radhika Vijay Haribhakti

Further in terms of Section 150 of the Companies Act 2013 read with Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 Independent Directorsof the Company have confirmed that they have registered themselves with the databankmaintained by the Indian Institute of Corporate Affairs (IICA) and have passed theproficiency test or avail the exemption from that as applicable.

Directors' Responsibility Statement

As required under the provisions contained in Section 134 of the Companies Act 2013your Directors hereby confirm that:

(i) in the preparation of the Annual Accounts for the year ended March 312021 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that year;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013to safeguard the assets of the Company and to prevent and detect fraud and otherirregularities;

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down the internal financial controls followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Policy on Directors' Appointment

The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skill and experience that are required of the members of theBoard. The members of the Board should possess the expertise skills and experience neededto manage and guide the Company in the right direction and to create value for allstakeholders. The members of the Board need to consist of eminent persons of provencompetency and integrity with an established track record. Besides having financialliteracy experience leadership qualities and the ability to think strategically themembers are required to have a significant degree of commitment to the Company and shoulddevote adequate time in preparing for the Board meeting and attending the same. Themembers of the Board of Directors are required to possess the education expertise skillsand experience in various sectors and industries needed to manage and guide the Company.The members are also required to look at strategic planning and policy formulations.

The members of the Board should not be related to any executive or independent directorof the Company or any of its subsidiaries. They are not expected to hold any executive orindependent positions in any entity that is in direct competition with the Company. Boardmembers are expected to attend and participate in the meetings of the Board and itsCommittees as relevant. They are also expected to ensure that their other commitments donot interfere with the responsibilities they have by virtue of being a member of the Boardof the Company. While reappointing Directors on the Board and Committees of the Board thecontribution and attendance record of the concerned Director shall be considered inrespect of such reappointment. Each Independent Director shall hold office as a member ofthe Board for a maximum term as per the provisions of the Companies Act 2013 and therules made thereunder in this regard from time to time and in accordance with theprovisions of the Listing Regulations. The appointment of the Directors shall beformalised through a letter of appointment.

The Executive Directors with the prior approval of the Board may serve on the Boardof any other entity if there is no conflict of interest with the Company's business.

Board and Directors' Performance Evaluation

The Board of Directors of the Company based on the recommendations of the Nominationand Remuneration Committee has formulated a Board and Directors' Performance EvaluationPolicy thereby setting out the performance evaluation criteria for the Board and itsCommittees and each Directors' performance including the Chairman of the Company.

Your Company's Board had undertaken a formal performance evaluation in a comprehensiveand structured manner as a part of the strengthening exercise. Based on therecommendations of the Nomination and Remuneration Committee the Board has adopted aprocess of receiving anonymous feedback and discussing the same at the meeting to ensurethe Directors' collective participation and meaningful discussion over the performance ofthe Board its Committees individual Directors and Chairperson of the Board.

Your Company's Board believes that trust in the evaluation process and itsconfidentiality is critical for the success of the evaluation exercise therefore theBoard encourages fair and transparent evaluations and maintains anonymity of thoseproviding the feedback.

During the evaluation process various suggestions were made by individual Boardmembers to further enhance the effectiveness of your Company's Board. The results of thefeedback were discussed with the Board and its respective committee members. Individualfeedback was shared by the Chairman with each Board member separately.

The Board of Directors of the Company believes that the effectiveness of its governanceframework can continue to be improved through periodic evaluation of the functioning ofthe Board as a whole its committees and individual directors' performance evaluation.

The Board of Directors acknowledges that Independent Directors on the Board haveintegrity and possess expertise and experience including proficiency.

Auditors

M/s. B S R & Co. LLP Chartered Accountants were appointed as Statutory Auditors ofyour Company at the 28th Annual General Meeting to hold office until the conclusion ofthe 33rd Annual General Meeting. As per the explanatory statement circulated to themembers along with the notice of the Annual General Meeting the annual fee for thefinancial year ending March 31 2020 was proposed at 4700000 (Rupees Forty-Seven Lakhonly) plus out-of-pocket expenses and taxes at the applicable rates for the purpose ofthe statutory audit of the Company.

It was mentioned in the notice of the Annual General Meeting that the Board ofDirectors and the Audit Committee shall be given the power to alter and vary the terms andconditions arising out of an increase in the scope of work amendment in

Auditing Standards or regulations and such other requirements resulting in change inscope of work. Any such change in the terms and conditions of appointment and remunerationof Statutory Auditors would be intimated in the Directors' Report of the Company in therelevant year.

The disclosures relating to fees paid/payable to Statutory Auditors have been made inthe Corporate Governance Report annexed to this Report.

Comments on Auditors' Report

The notes to the financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments except for the disclosurepertaining to certain ongoing matters as provided under 'Update regarding certain ongoingmatters' of this report of the Board of Directors.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

Secretarial Audit

The Board of Directors of the Company has appointed M/s. Chandrasekaran AssociatesCompany Secretaries as the Secretarial Auditor of the Company for the financial year2020-21 in terms of Section 204 of the Companies Act 2013 and Regulation 24A of theListing Regulations. The Secretarial Audit Report for financial year 2020-21 has beenannexed to this Report (Annexure IV). The Secretarial Audit Report does not contain anyqualifications reservations or adverse remarks.

The Secretarial Audit Report issued by the material subsidiary of the Company ICRAAnalytics Limited is also annexed to this Report (Annexure IV-A).

Transfer to Reserves

Your Company proposes not to transfer any amount to the General Reserve.

Dividend

The Board of Directors recommends for approval of the Members at the forthcoming AnnualGeneral Meeting payment of dividend of Rs. 27 per equity share for the financial yearended March 31 2021. If the members approve the dividend at the forthcoming AnnualGeneral Meeting the dividend shall be paid to: (i) all those members whose names appearin the Register of Members as on July 23 2021; and (ii) all those members whose namesappear on that date as beneficial owners as furnished by the National SecuritiesDepository Limited and Central Depository Services (India) Limited.

Dividend Distribution Policy

Your Company has formulated a Dividend Distribution Policy ('the Policy') pursuant toRegulation 43A of the Listing Regulations. The objective of the Policy is to maintainstability in the dividend pay-out of the Company subject to the applicable laws and toensure a regular dividend income for the members and long-term capital appreciation forall stakeholders of the Company.

Your Company would ensure to strike the right balance between the quantum of dividendpaid and the amount of profits retained in the business for various purposes. The Board ofDirectors refers to this Policy while declaring/recommending dividends on behalf of theCompany. Through this Policy the Company would try to maintain a consistent approach todividend pay-out plans subject to the applicable laws. The Policy has been uploaded onthe website of your Company at:

https://www.icra.in/RegulatorvDisclosure/ShowCodePolicvReport/7

Transfer to Investor Education and Protection Fund

The Company sends reminder letters to all members whose dividends are unclaimed toensure that they receive their rightful dues. Your Company has also uploaded on itswebsite www.icra.in information regarding unpaid/unclaimed dividend amounts lying withyour Company.

During 2020-21 the unclaimed dividend amount of Rs. 122034 towards the unpaiddividend account of the Company for the financial year 2012-13 was transferred to theInvestor Education and Protection Fund. The said amount had remained unclaimed for sevenyears despite reminder letters having been sent to each of the members concerned.

Pursuant to Section 124(6) of the Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 and itsamendments all shares in respect of which dividend has not been paid or claimed for sevenconsecutive years or more shall be transferred by the Company in the demat account ofInvestor Education and Protection Fund (IEPF) Authority ('the Authority') within a periodof 30 days of such shares becoming due to be transferred to the IEPF as per the procedurementioned in the said Rules. Accordingly your Company has transferred 60 equity shares tothe demat account of the Authority in accordance with the provisions of the Companies Act2013 and rules made thereunder. All benefits accruing on such shares viz. bonus sharessplit consolidation fraction shares etc. except any right issue shall also be creditedto such a demat account.

Members may note that unclaimed dividend and shares transferred to the demat account ofthe Authority can be claimed back by them from the Authority by following the procedurementioned in the said Rules.

Risk Management Policy

Your Company has formulated a risk management policy. This policy is a formalacknowledgement of the commitment of your Company to risk management. The aim of thepolicy is not to have the risk eliminated completely from the Company's activities butrather to ensure that every effort is made by the Company to manage risks appropriately tomaximise potential opportunities and minimise the adverse effects of risk. The Board andthe Risk Management Committee monitor and review the risk management plan.

Risks and concerns are discussed in Section E of the Management Discussion and AnalysisReport.

Internal Control System and their Adequacy

Your Company has an internal control system commensurate with its size nature of itsbusiness and complexities of its operations. The Board of Directors of your Company hasadopted policies and procedures for ensuring the orderly and efficient conduct of yourCompany's business. The Board of Directors of your Company has laid down InternalFinancial Controls to provide reasonable assurance with regard to recording and providingreliable financial and operational information adherence to the Company's policiessafeguarding of assets and prevention and detection of frauds and errors the accuracy andcompleteness of accounting records and timely preparation of reliable information. TheBoard and the Audit Committee regularly evaluate internal financial controls.

Corporate Social Responsibility

Your Company has constituted a Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013. The CSR policy has been devised onthe basis of the recommendations made by the CSR Committee. The composition of the CSRCommittee the CSR policy of the Company details about the development and implementationof the policy and initiatives taken by the Company during the year as required under theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended have beenannexed to this report (Annexure V).

Pursuant to the Ministry of Corporate Affairs Government of India's appeal on March312020 your Company has made a contribution of Rs. 1 crore to the Prime Minister'sCitizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) to help combatthe Covid-19 pandemic in India and support those most affected which resulted into Rs.71.26 lakh excess spent for CSR obligation from the financial year 2019-20. Out of theexcess spent Rs. 36.03 lakh has been offset against the CSR obligation of the financialyear 2020-21.

Business Responsibility Report

Your Company in accordance with the provisions of Regulation 34(2)(f) of the ListingRegulations has prepared a Business Responsibility Report for the year 2020-21. TheBusiness Responsibility Report describes the initiatives taken by the Company from theenvironmental social and governance perspective. The Business Responsibility Report hasbeen annexed to this report (Annexure VI) and forms a part of the Director's Report.

Particulars of Contracts or Arrangements with Related Parties

Your Company has entered into contracts or arrangements with its related parties. Therelated-party transactions are disclosed in the financial statements for the year endedMarch 31 2021. There have been no material-related party transactions as per Section188(1) of the Companies Act 2013 and as per Regulation 23 of the Listing Regulations. Therequired disclosures of information in Form AOC-2 in terms of Section 188 of the CompaniesAct 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 are annexed to thisreport (Annexure VII).

Policy on Prohibition Prevention and Redressal of Sexual Harassment

Your Company has formulated a Policy on Prohibition Prevention and Redressal of SexualHarassment of Women at Workplace in accordance with The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013. The Company has constitutedan Internal Committee for prevention and redressal of sexual harassment at the workplaceseparately for all the branches. The Company has not received any complaint during thefinancial year ended March 31 2021. The disclosures in relation The Sexual Harassment ofWomen at Workplace (Prohibition Prevention and Redressal) Act 2013 have also been madein the Corporate Governance Report.

Deposits

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

Maintenance of Cost Records

The Company is not required to maintain cost records as per sub-section (1) of Section148 of the Companies Act 2013.

Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments are disclosed in the financialstatements for the year ended March 31 2021. During the year no security has beenprovided as per Section 186 of the Companies Act 2013.

Vigil Mechanism/Whistle-Blower Policy

Your Company has established a vigil mechanism in compliance with the provisions ofSection 177 (9) of the Companies Act 2013 and Regulation 22 of the Listing Regulations.Your Company has adopted a Whistle-Blower Policy to report unethical/ illegal/improperbehaviour. Your Company has made employees aware of the Whistle-Blower Policy to enablethem to report instances of leak of unpublished price sensitive information.

The said Policy also provides for adequate safeguards against victimisation of personswho use such vigil mechanism and makes provision for direct access to the chairperson ofthe Audit Committee in exceptional cases. Further no stakeholders have been denied accessto the Audit Committee.

Composition of the Audit Committee

Your Company has constituted an Audit Committee the composition of which has beenprovided in the Corporate Governance Report. During the financial year 2020-21 the Boardaccepted all the recommendations of the Audit Committee.

Litigations

There are certain pending cases against your Company which are sub judice in court.

Besides this the Company has filed an appeal before the Hon'ble Securities AppellateTribunal (the 'SAT') challenging the adjudication order in respect of an adjudicationproceeding initiated by SEBI in relation to the credit ratings assigned to one of theCompany's customer and the customer's subsidiaries (the 'Impugned Order') and depositedthe penalty amount of Rs. 25 lakh as imposed vide the Impugned Order without prejudice tosuch appeal.

Further the Securities and Exchange Board of India (SEBI) vide its order datedSeptember 22 2020 has enhanced the penalty amount to Rs. 1 crore on ICRA under Section15HB of SEBI Act 1992. The Company has filed an appeal challenging the SEBI enhancementorder before the SAT and has deposited the additional penalty amount of Rs. 75 lakhwithout prejudice to the rights and contentions of the Company.

Covid-19

The first two quarters of FY2020-21 saw a sharp fall in economic activity acrosssectors - manufacturing as well as services

- due to the lockdown imposed by the Central and the State Governments. The subsequentquarters saw a rebound in the economic activity as the lockdown was lifted supported tosome extent by the pent-up demand. Even as the months of January

- February 2021 saw a significant normalisation of business activity across India thesharp rise in infections since March 2021 has led to curbs / lockdown in several States.While the impact of this on the economy is still evolving there is keenness on the partof the Government to ensure minimum disruption to economic activity while significantlyramping up vaccination efforts.

Rating opportunities in the near term are going to depend inter alia on the revivalin economic activity trajectory of interest rates and Government spending to revivemanpower intensive sectors that in turn would spur consumption. The fourth quarter ofFY2020-21 also saw a renewal of interest amongst private sector companies to invest inexpansion pointing towards a revival in investment cycle. This would however depend onthe access to funding as lenders as well as investors may continue to be risk averseexcept for highly rated credits.

Your Company has considered internal and external information and has performed ananalysis based on the current estimates on your Company's capital and financial resourcesprofitability liquidity position assets internal financial reporting and control anddemand for Company's services. Your Company is of the view that based on its presentassessment this situation does not materially impact your Company's capital and financialresources. However the actual impact of Covid-19 may differ from that estimated due tounforeseen circumstances and your Company will continue to closely monitor any materialchanges to future economic conditions.

As on date of this Report there has been no impact on the business due tonon-fulfilment of any obligations by any party to existing contracts/agreements except afew cases which are sub judice.

Your Company extended remote work for all employees across all locations. Your Companyhas demonstrated its ability to provide seamless delivery of high-quality and timelyservices to its clients even during the lockdown and with the employees working remotely.

Your Company is monitoring developments across the country and taking all appropriatesteps to make the employees' remote work experience as successful and seamless aspossible. The Company is also monitoring the health of all employees to be assured oftheir well-being.

Acknowledgements

Your Directors acknowledge the cooperation and assistance received from variousinstitutions Government agencies members and professionals from different disciplines.

Your Directors also wish to place on record their appreciation of the contribution madeby the members of the staff of your Company.

For and on behalf of the Board of Directors

(Arun Duggal)
Place: Kasauli Chairman
Date: May 6 2021 DIN:00024262

.