Page 308 - Crisil Annual Report 2023

Sr no.
Particulars
Details
6. A statement that the valuation or other external report,
if any, relied upon by the listed entity in relation to the proposed transaction will be made available through the registered email address of the shareholders
7. The percentage of the listed entity’s annual consolidated
turnover, for the immediately preceding financial year ended December 31, 2023, that is represented by the value of the proposed transaction
8. The percentage of the counter party’s annual consolidated turnover that is represented
by the value of the proposed Related Party Transaction
9. Rationale/ benefit of the transaction and why this
transaction is in the interest of the Company
10. Any other information relevant or important for
the shareholders to take an informed decision
Integrity Insight Impact
The pricing mechanism followed for the aforesaid Related Party Transactions is and shall continue to be based on arm’s length principle applicable as per jurisdictional guidelines. Requisite valuation reports and confirmations are in place to the extent required (and will be made available to Members upon request) and shall be obtained from time to time from reputed and independent consulting firms as may be required under the applicable laws, to establish compliance of arms’ length principles for all of the aforesaid Related Party Transactions.
23.20%
0.73%
The aforesaid Related Party Transactions are revenue generating and help achieve CRISIL’s business objectives. Regular interface with the S&P group leads to knowledge sharing and cross-fertilisation of ideas and enables CRISIL to build capabilities that can be leveraged in the international market. These commercial opportunities are pursued on an arm’s length basis following review and recommendations by CRISIL’s Audit Committee
All relevant/ important information forms a part of this explanatory statement
The above transactions were approved by the Audit Committee at its meeting held on February 15, 2024, and recommended by the Board of Directors to the unrelated members of the Company for their approval.
As per Section 188 of the Companies Act, 2013, and Regulation 23 of the Listing Regulations, 2015, all entities/ persons that are directly/ indirectly related parties of the Company shall abstain from voting on resolution(s) wherein approval of material Related Party Transactions is sought from the members. Accordingly, all related parties of the Company, including, among others, S&P Group Entities and the Directors and Key Managerial Personnel of CRISIL, will not vote on this resolution.
None of the Directors or any of the Key Managerial Personnel of the Company or their relatives are in any way concerned or interested, financially or otherwise, in the resolution set out at item number 6 of the notice. However, Mr Yann Le Pallec, Mr Girish Ganesan and Mr Saugata Saha may be deemed to be concerned in their capacity as employees of S&P Group Entities. Further, Mr Yann Le Pallec is a Director in S&P Global Ratings Europe Limited and S&P Global Ratings UK Limited.
The Board recommends the Ordinary Resolution set out at item number 6 of the notice for approval by the members.
306 Annual Report 2023