Page 52 - Index

In accordance with the third proviso of Section 136(1) of the
Companies Act, 2013, the Annual Report of the Company
containing its standalone and consolidated financial
statements has been uploaded on the website, www.crisil.
com. Further, as per the fourth proviso of the said Section,
accounts of all subsidiaries as of December 31, 2024,
have also been uploaded on www.crisil.com. Shareholders
interested in obtaining a copy of the accounts of the
subsidiaries may write to the Company Secretary 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 delivery of Crisil’s businesses and business development
activities. The scope, coverage and limit of the related party
approval obtained from the members as of December 15,
2014, was expanded to C 750 crore by way of obtaining
shareholders’ approval at the 37th AGM of the Company, held
on April 16, 2024.
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 executed in 2024 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 the SEBI Listing Regulations, 2015, the
Company has formulated a Related Party Transactions
Policy, which has been uploaded on the Company’s
website, https://www.crisil.com/content/crisilcom/en/
home/investors/corporate-governance.html. The Company
50 Annual Report 2024
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 the 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 AGM held on April 22,
2022, until the conclusion of the 40th AGM. Consequent to
the amendments to the Companies Act, 2013, ratification
of appointment of the Statutory Auditor at every AGM 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 of Directors of the Company had appointed
M/s S. N. Ananthasubramanian & Co. (SNACO), a firm of
Practising Company Secretaries, as Secretarial Auditors
of the Company to conduct the secretarial audit for the
financial year 2024 and their report is appended as
Annexure III. There were no qualifications, reservations
or adverse remarks or disclaimers made by SNACO in its
secretarial audit report. Further, in terms of the SEBI (Listing
Obligations & Disclosure Requirements) (Third Amendment)
Regulation, 2024, the Board has recommended appointment
of SNACO as the Secretarial Auditors of the Company for a
term of five consecutive financial years commencing from
January 1, 2025 till December 31, 2029. The appointment
will be subject to shareholder’s approval at the ensuing AGM.
Further, Crisil Ratings Limited, a material subsidiary of
the Company, undertakes secretarial audit every year
under Section 204 of the Companies Act, 2013. The audit
for the financial year 2024 was conducted by M/s S. N.
Ananthasubramanian & Co, a firm of Practising Company