Page 53 - Index

Mission-Critical Decisions, Made with Confidence.
Secretaries. The report did not contain 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 SEBI Listing
Regulations, 2015.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the
year under review, as stipulated under the SEBI Listing
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 the
SEBI Listing 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 the SEBI Listing 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 for
inspection during working hours for a period of 21 days before
the AGM, 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,
2014, and amended by a special resolution of shareholders
at the 30th AGM held on April 20, 2017.
The ESOS of the Company are in compliance with SEBI
regulations. As per Regulation 14 of the 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 ESOSs are uploaded on
the Company’s website, https://www.crisil.com/content/
crisilcom/en/home/investors/financial-information/
annual-report.html.
The Company has received a certificate from SNACO, a
firm of 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 AGM 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 Dinesh Venkatasubramanian, CFO, pursuant to
the provisions of the SEBI Listing Regulations, 2015, for the
year under review was placed before the Board of Directors
of the Company at its meeting held on February 10, 2025.
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 the
Companies (Acceptance of Deposits) Rules, 2014
2. Change in the nature of business
3. Transfer to reserves
Annual Report 2024
51
Statutory Reports