Page 63 - Crisil Annual Report 2023

Statutory Reports
website, www.crisil.com. Further, as per the fourth proviso of the said Section, accounts of all subsidiaries as at December 31, 2023, have also been uploaded on www.crisil.com. Shareholders interested in obtaining a copy of the accounts of the subsidiaries may write to us at the Company’s registered office or email to investors@crisil.com.
The Company has also obtained a certificate from the statutory auditors, certifying that the Company is in compliance with FEMA Regulations with respect to downstream investments.
Particulars of contracts or arrangements with related parties referred to in Section 188(1)
A significant quantum of Related Party Transactions undertaken by the Company is with subsidiaries engaged in the product delivery of CRISIL’s businesses and business development activities. The Company’s Global Analytical Centre (GAC) has been providing analytical support to entities related to the Company’s ultimate holding company, S&P Global Inc. (hereinafter referred to as “S&P Group Entities”), as part of a master services agreement, which was approved by a majority vote from CRISIL’s minority shareholders, without the participation of S&P, through a resolution passed by postal ballot on December 15, 2014. In recent times, CRISIL and its subsidiaries have expanded their scope of services to support S&P Group Entities in various non-financial analytical streams beyond credit ratings, such as ESG assessments and consulting, model validation, counter-party risk assessments, data operations and technology support, which are provided by other divisions of CRISIL and/or its subsidiaries (other than GAC division). It is therefore proposed to expand the scope, coverage and limit of the existing related party approval obtained from the members as of December 15, 2014, at the ensuing Annual General Meeting of the Company.
The Audit Committee pre-approves all Related Party Transactions. The details of such transactions undertaken during a particular quarter are placed at the meeting of the Audit Committee held in the succeeding quarter.
All contracts/ arrangements/ transactions with related parties that were executed in 2023 were in the ordinary course of business and on an arm’s length basis. During the year, there were no Related Party Transactions that were materially significant or could have a potential conflict with the interests of the Company at large.
All Related Party Transactions are mentioned in the notes to the accounts. The particulars of material contracts or arrangements with related parties referred to in Section 188(1) are given in a prescribed Form AOC–2 as Annexure II.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy, which has been uploaded on the Company’s website, https://www. crisil.com/en/home/investors/corporate-governance.html. The Company has developed an operating procedures manual for the identification and monitoring of Related Party Transactions.
Particulars of loans, guarantees or investments under Section 186
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to financial statements.
Auditors’ report
M/s Walker Chandiok & Co LLP (an affiliate of Grant Thornton network) is the statutory auditor of the Company. Its report is a part of the Annual Report.
M/s Walker Chandiok & Co LLP is undergoing its second term of five years as the statutory auditor of the Company, i.e., from the conclusion of the 35th Annual General Meeting held on April 22, 2022, until the conclusion of the 40th Annual General Meeting. Consequent to the amendments to the Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.
Comments on auditors’ report
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Walker Chandiok & Co LLP, statutory auditors, in its audit report. The statutory auditor also did not report any incident of fraud to the Audit Committee of the Company in the year under review.
Secretarial audit report
The Board appointed M/s Makarand M. Joshi & Co., Practising Company Secretaries, to conduct the secretarial audit. The report is appended as Annexure III. There were no qualifications, reservations or adverse remarks or disclaimers made by M/s Makarand M. Joshi & Co., Practising Company Secretaries, in its secretarial audit report.
Also, CRISIL Ratings Limited, a material subsidiary of the Company, undertakes secretarial audit every year under Section 204 of the Companies Act, 2013. The secretarial audit of CRISIL Ratings Limited for the Financial Year 2023 was carried out pursuant to Section 204 of the Companies Act, 2013, and was conducted by M/s. MMJB & Associates LLP, Practising Company Secretaries. The report did not contain
Annual Report 2023
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