Page 49 - Index

Mission-Critical Decisions, Made with Confidence.
The aforesaid appointments were duly approved by the
shareholders at the AGM held on April 16, 2024.
Retiring by rotation
In accordance with the Articles of Association of the
Company and provisions of the Companies Act, 2013,
Mr. Girish Ganesan retires by rotation, and being eligible,
has sought re-appointment.
Brief profile of Mr Girish Ganesan, has been given in the
notice convening the AGM.
Key managerial personnel
Pursuant to the provisions of the Section 203 of the
Companies Act, 2013, the key managerial personnel (KMP)
of the Company as on the date of this report are:
• Mr Amish Mehta, Managing Director & Chief
Executive Officer
• Mr Dinesh Venkatasubramanian, Chief Financial Officer*
• Ms Minal Bhosale, Company Secretary
*Mr Dinesh Venkatasubramanian was appointed as the Chief Financial
Officer (CFO) of Crisil Limited w.e.f. October 28, 2024.
Board independence
Our definition of ‘independence’ of Directors is derived from
Regulation 16(b) of the SEBI Listing Regulations, 2015, and
Section 149(6) of the Companies Act, 2013. Based on the
confirmation/disclosures received from the Directors, and
on the evaluation of the independence of Directors during
the Board evaluation process and assessing the veracity
of disclosures, the following Non-Executive Directors
are independent:
a) Mr Girish Paranjpe
b) Ms Shyamala Gopinath
c) Mr Amar Raj Bindra
d) Ms Nishi Vasudeva
In the opinion of the Board, the Independent Directors fulfil
the conditions specified under the Companies Act, 2013, the
rules made thereunder and the SEBI Listing Regulations,
2015. They are independent of the Management and
are persons of high integrity, expertise and experience.
Further, in terms of Section 150 of the Companies Act,
2013, read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent
Directors of the Company have confirmed that they have
registered themselves with the databank maintained by the
Indian Institute of Corporate Affairs (IICA) and have passed
the proficiency test, if applicable to them.
Committees of the Board
The Board has five committees:
• Audit Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
• Nomination and Remuneration Committee
• Stakeholders’ Relationship Committee
Details of all the committees, along with their charters,
composition and meetings held during the year, are provided
in the Report on Corporate Governance, as part of this
Annual Report.
Annual evaluation by the Board
During the year, the Board carried out an annual
evaluation of its performance as well as of the working
of its committees and individual Directors, including the
Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for
the Board, Committees, Chairman and individual Directors.
The Chairman’s performance evaluation was carried out by
Independent Directors at a separate meeting.
The parameters assessed included various aspects of the
Board’s functioning such as: effectiveness, information
flow between Board members and management, quality
and transparency of Board discussions, Board dynamics,
Board composition and understanding of roles and
responsibilities, succession and evaluation, and possession
of required experience and expertise by Board members,
among other matters.
The performance of the Committees was evaluated
on the basis of their effectiveness in carrying out their
respective mandates.
Peer assessment of Directors, based on parameters such
as participation and contribution to Board deliberations,
keeping oneself abreast of organisational matters,
trends, knowledge and understanding of relevant areas,
among other matters, was reviewed by the Board for
individual feedback.
Annual Report 2024
47
Statutory Reports