Page 64 - Crisil Annual Report 2023

any qualification, reservation or adverse remark or disclaimer. The secretarial audit report of CRISIL Ratings Limited forms a part of the Annual Report as per requirements of the Listing Regulations.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Annual Report.
Corporate governance
The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. The Report on Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is part of the Annual Report. A certificate from the auditors of the Company confirming compliance with the conditions of corporate governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also published in the Annual Report.
Particulars of remuneration
Disclosures with respect to the remuneration of Directors and employees, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended as Annexure IV to this report.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013, and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of every employee covered under the said rule are available at the registered office of the Company during working hours for a period of 21 days before the Annual General Meeting and will be made available to any shareholder on request, and are also available on the Company’s website.
Employee Stock Option Schemes
The Company has three Employee Stock Option Schemes (ESOSs). ESOS – 2011 was approved by shareholders vide a special resolution passed through postal ballot on February 4, 2011. ESOS – 2012 was approved by shareholders vide a special resolution passed through postal ballot on April 10, 2012. ESOS – 2014 was approved by shareholders vide a special resolution passed through postal ballot on April 3,
Integrity Insight Impact
2014, and amended by a special resolution of shareholders at the 30th Annual General Meeting held on April 20, 2017.
The ESOS schemes of the Company are in compliance with SEBI regulations. As per Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015, details of the ESOS are uploaded on the Company’s website, https://www.crisil.com/en/home/ investors/financial-information/annual-report.html.
The Company has received a certificate from M/s Makarand M. Joshi & Co., Practising Company Secretaries, that ESOS – 2011, ESOS – 2012 and ESOS – 2014 have been implemented in accordance with SEBI regulations and resolutions passed by members in the general meetings. The certificate will be placed at the ensuing Annual General Meeting for inspection by members.
Annual Return
The complete Annual Return (Form MGT-7) is available on the Company’s website, https://www.crisil.com/en/home/ investors/financial-information/annual-report.html.
Financial Year
The Company follows the calendar year as the financial year in terms of a special approval obtained from the Company Law Board in 2015.
CEO and CFO certification
A certificate from Mr Amish Mehta, Managing Director & CEO, and Mr Sanjay Chakravarti, CFO, pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on February 16, 2024.
Statutory disclosures
Directors state that there being no transactions with respect to the following items during the financial year under review, no disclosure or reporting is required with respect to:
1. Deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013, and Companies (Acceptance of Deposits) Rules, 2014
2. Issue of equity shares with differential rights as to dividend, voting or otherwise
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Annual Report 2023