REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE
At CRISIL, corporate governance is a reflection of the principles embedded in its values, policies and day-to-day business practices, leading to sustainable, value-driven growth for the Company over the years. The Company has adopted best practices for corporate governance, and disclosure standards, and enhanced shareholder value while protecting the interests of all other stakeholders including clients, suppliers and its employees.
The Directors present below the Company's policies and practices on corporate governance.
A. BOARD OF DIRECTORS
Size and Composition of the Board
As on December 31, 2015, the Board of Directors has eight members of which seven (87.5%) are Non-Executive Directors. Four (50%) of the eight Board members are Independent Directors. The Chairman of the Board is a Non-Executive Director. The Company has one Alternate Director. As per the Articles of Association of the Company, the Board can have up to 15 members.
Criteria for Board Membership
The members of the Board of Directors of the Company are eminent persons of proven competence and integrity. Board members possess the education, expertise, skills and experience in various sectors and industries required to manage and guide the Company. The Board has adopted the Nomination and Remuneration Policy to ensure that the Board composition is balanced with requisite skill sets, so that the Company benefits from new insights, guidance and challenges to business proposals. The said Policy outlines the appointment criteria and qualifications for the Directors on the Board of CRISIL and the matters related to remuneration of the Directors. The said Policy has been published elsewhere in this Report as an Annexure to the Director's Report. None of the Directors is a relative of an Executive Director or of a Non-Executive Director.
The Managing Director is appointed by the shareholders for a period of five years but can be reappointed on completion of the term, if eligible. The employment may be terminated by either party by giving three months' notice. Independent Directors shall hold office for up to two terms of five years each. As per the Articles of Association of the Company, at least two-thirds of the other Board members shall be retiring directors. One-third of such directors are required to retire every year and if eligible, the retiring directors qualify for re-appointment.
The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment upon expiry of their respective tenures. The Nomination and Remuneration Committee of the Board regularly reviews succession planning and competency planning priorities for Board and senior management.
The Board has adopted a retirement policy for its members. The maximum age of retirement of Executive Directors is sixty years, provided that the term of the person holding this position may be extended beyond the age of sixty years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion, indicating the justification for extension of appointment beyond sixty years.
Memberships of other Boards
Independent Directors are expected not to serve on the boards of competing companies. No Director shall hold office as a director in more than ten public companies. No Director of the Company shall serve on more than ten committees or can act as chairman of more than five committees across all Indian public limited companies in which he / she is a Director. For the purpose of this limitation, membership and chairmanship in Audit Committee and Stakeholders' Relationship Committee are only considered. No Independent Director shall serve as Independent Director in more than seven listed companies or three listed companies in case he is a Whole-time Director in any listed company.
Furthermore, every Director informs the Company about the directorship / committee positions he / she occupies in other companies and notifies the changes as and when they take place. The details of other directorships held by the Company's Directors in public limited companies as on December 31, 2015 are given below:
Details of shareholdings of Directors as on December 31, 2015
None of the Directors hold any shares in the Company. However, Ms. Ashu Suyash, Managing Director & Chief Executive Officer, has been granted 71,507 options under the Employee Stock Option Scheme - 2014 at an exercise price of Rs. 2,101.10 on June 1, 2015.
The Board looks at strategic planning and policy formulation. The Board meets at least once in every quarter to review the Company's operations and the maximum time gap between any two meetings is not more than 120 days. During the year ended December 31, 2015, the Board met five times - on February 14, April 17, April 28, July 17, and October 17. The agenda of Board meetings is circulated to all the Directors well in advance and contains all the relevant information. The Company has an executive committee comprising the Managing Director and a team of senior management personnel with proper demarcation of responsibilities and authority. The Managing Director is responsible for corporate strategy, planning, external contacts and Board matters. The heads of individual businesses and the CRISIL leadership team are responsible for all day-to-day operations-related issues, profitability, productivity, recruitment, and employee retention for their divisions.
As on the date of this report, Mr. Raman Uberoi headed the CRISIL Ratings - Large Corporates business, Mr. V. Srinivasan headed CRISIL Ratings - SME business, Mr. Subodh Rai headed CRISIL Ratings - Mid Corporates business, Mr. Pawan Agrawal was the Chief Analytical Officer, Mr. Manish Jaiswal headed the CRISIL Research business, Ms. Priti Arora was the head of the Global Analytical Centre, Ms. Paras Nayyar was head of Corporate Strategy & New Initiatives and, Mr. Ramraj Pai oversaw the CRISIL Foundation. In Global Research & Analytics (GR&A) business, Mr. Pankaj Jain was the Global head of GR&A Sales, Mr. Gurpreet Chhatwal headed the Risk & Analytics vertical and Ms. Suprabha A. D. headed the GR&A Research Services vertical. Mr. Stephane Besson was
the Chief Executive Officer of Coalition, Mr. Amish Mehta was the Chief Financial Officer and Mr. Rajasekhar Kaza headed Human Resources. Mr. Sameer Bhatia headed Infrastructure Advisory and Mr. Manish Jaiswal headed Risk Solutions, both being the business divisions of the wholly owned subsidiary Company, CRISIL Risk and Infrastructure Solutions Limited.
Familiarisation programme for Independent Directors
The Company has conducted the Familiarisation programmes for Independent Directors during the year. The Programmes aim to provide insights into the Company to enable the Independent Directors to understand its business in depth, to familiarise them with the processes, businesses and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. The Company's Policy of conducting the Familiarisation Programme and the details of familiarisation programmes imparted to independent directors during 2015 have been disclosed on the website of the Company at <http://www.crisil.com/> investors/corporate-governance.html.
1) Remuneration to Non-Executive Directors
Non-Executive Directors are paid sitting fees for each meeting of the Board or its committees attended by them and are also eligible for commission. The commission payable to each Non-Executive Director is limited to a fixed sum per year as determined by the Board, and is revised from time to time, depending on individual contribution, the Company's performance, and the prevailing norms. In terms of the Central Government approval dated September 19, 2013 and special resolution passed by the shareholders on April 18, 2013, the Company can pay remuneration not exceeding one per cent of the net profits to the Non-Executive Directors for a period of five years with effect from January 1, 2013. The Non-Executive Directors have not been granted any stock options of the Company.
2) Managing Director and other employees of the Company
The remuneration and reward structure for Managing Director and employees comprises two broad components — short-term remuneration and long-term rewards. The remuneration package of Ms. Ashu Suyash comprises a fixed salary, allowances, perquisites, reimbursements and retirement benefits, and a variable pay to be determined by the Board on the recommendation of the Nomination and Remuneration Committee. In addition, Ms. Suyash has been granted 71,507 options under the Employee Stock Option Scheme - 2014 at an exercise price of Rs. 2,101.10 on June 1, 2015. Ms. Suyash is eligible for benefits under any long-term incentive plan, stock option plan, excess contribution and other benefits in accordance with the rules of the Company applicable to all employees. The Nomination and Remuneration Committee determines the remuneration of Managing Director and determines guidelines for remuneration payable to the employees. The detailed policy of the Company on the Nomination and Remuneration is annexed to the Directors' Report.
B. BOARD COMMITTEES
The Board has constituted committees consisting of Executive and Non-Executive Directors to focus on the critical functions of the Company.
As on December 31, 2015, the Company had the following committees:
1. Audit Committee
2. Investment Committee
3. Nomination and Remuneration Committee
4. Stakeholders' Relationship Committee
5. Corporate Social Responsibility Committee
Each of the Committees has the authority to engage outside experts, advisors, and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before the Board Meeting for noting thereat.
1. Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India
Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee comprises four Non-Executive Directors who are well-versed with financial matters and corporate laws. The Audit Committee met four times in 2015 — on February 14, April 16, July 16, and October 17. The necessary quorum was present for all the meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on April 17, 2015. Consequent to the changes in the composition of the Board of Directors of the Company, the Committee was reconstituted by the Board of Directors with effect from October 18, 2015$. The composition of the Committee during 2015 and the details of attendance at the meetings held during the tenure of the respective directors are as under
The Audit Committee invites the executives of the Company, as it considers appropriate (particularly the head of the finance function), representatives of the Statutory Auditors and representatives of the Internal Auditors at its meetings.
Role of the Audit Committee
The terms of reference for the Audit Committee are broadly as under:
1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
2) Recommending the appointment, remuneration and terms of appointment of auditors of the Company
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors
4) Reviewing, with the management the annual financial statements and the auditor's report thereon, before submission to the board for approval, with particular reference to;
a. Matters required to be included in Director's Responsibility Statement included in Board's report
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries based on exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report
Reviewing, with the management, the quarterly financial statements before submission to the Board for approval
Reviewing, with the management, statement of uses and application of funds raised through an issue, statement of funds utilised for other purposes and report of monitoring agency
Review and monitor the auditors' independence and performance, and effectiveness of audit process
Approval or any subsequent modification of transactions of the Company with related parties
9) Scrutiny of inter-corporate loans and investments
10) Valuation of undertakings or assets of the Company, wherever it is necessary
11) Evaluation of internal financial controls and risk management systems
12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit
14) Discussion with internal auditors of any significant findings and follow up thereon
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board
16) Discussion with statutory auditors before the audit commences about nature and scope of audit as well as post-audit discussion to ascertain any area of concern
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors
18) To review the functioning of the Whistle-Blower mechanism
19) Approval of appointment of Chief Financial Officer
20) To review report submitted by Monitoring Agency informing material deviations in the utilisation
of issue proceeds and to make necessary recommendations to the Board, if, when and where applicable
21) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee
In line with its terms of reference, during 2015, the Audit Committee, at its each meeting reviewed the operations audit reports for businesses pursuant to audits undertaken by the Internal Auditors under the audit plan approved at the commencement of the year. The quarterly financial results were reviewed by the Committee before submission to the Board. Independent sessions were held with the Statutory and the Internal Auditors to assess the effectiveness of the audit processes. The Committee reviewed adequacy of Internal Financial Controls on a Company-wide basis and shared their recommendations on the internal control processes to the Board. On a quarterly basis, the Committee continues to review whistle-blower complaints, litigations, related party transactions and policy violation instances, the corrective actions and mitigating controls put in place there for.
2. Investment Committee
The Investment Committee lays down policy guidelines and procedures for investing the Company's funds, and reviews this activity at regular intervals. The Investment Committee met once during the year, on October 17, 2015. The necessary quorum was present for the meeting. Consequent to the changes in the composition of the Board of Directors of the Company, the Committee was reconstituted by the Board of Directors with effect from October 18, 2015$. The details of attendance at the meetings held during the tenure of the respective directors are as under
3. Nomination and Remuneration Committee (NRC)
The broad terms of reference of the Nomination and Remuneration Committee are:
• Periodically reviewing the size and composition of the Board to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills
• Formulating the criteria determining qualifications, positive attributes and independence of a Director and recommending candidates to the Board
• Establishing and reviewing Board and senior executive succession plans
• Evaluation of Board Performance
• Assisting the Board in ensuring Board nomination process with the diversity of gender, thought, experience, knowledge and perspective in the Board
• Reviewing and making recommendations to the Board on:
- the remuneration of the Managing Director, Whole-time Directors and KMPs
- the total level of remuneration of Non-Executive Directors and for individual remuneration of the Non-Executive Directors and the Chairman
- the remuneration policies for all employees including base pay, incentive payments, equity awards, retirement rights and service contracts
The Nomination and Remuneration Committee met once in 2015 — on February 14. The necessary quorum was present for all the meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on April 17, 2015. The composition of the Committee during 2015 and the details of attendance at the meetings held during the tenure of the respective directors are as under
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 has been published elsewhere in this Report as an Annexure to the Directors' Report. Further, the details of remuneration paid to all the directors and the other disclosures required to be made under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published in the previous section of this Report titled "Board of Directors".
4. Stakeholders' Relationship Committee (SRC)
The Stakeholders' Relationship Committee periodically reviews the status of shareholders' grievances and redressal of the same. The Committee met four times in 2015 - on February 14, April 16, July 16, and October 16. The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on April 17, 2015
5. Corporate Social Responsibility Committee (CSRC)
Pursuant to Section 135 of the Companies Act, 2013, the Board of Directors of the Company had constituted a "Corporate Social Responsibility Committee". The broad terms of reference of the Corporate Social Responsibility (CSR) Committee are:
- Formulate, monitor and recommend to the Board, the CSR Policy
- Recommend to the Board, modifications to the CSR policy as and when required
- Recommend to the Board, the amount of expenditure to be incurred on the activities undertaken
- Review the performance of the Company in the area of CSR, including the evaluation of the impact of the Company's CSR activities
- Review the Company's disclosure of CSR matters
- Consider other functions, as defined by the Board, or as may be stipulated under any law, rule or regulation, and the Companies Act, 2013
The Committee met thrice in 2015 - on February 14, July 17 and October 16. The necessary quorum was present for all the meetings. The composition of the Committee during 2015 and the details of attendance at the meetings held during the tenure of the respective directors are as under:
The CSR Policy devised in accordance with Section 135 of the Companies Act, 2013 and the details about the initiatives taken by the Company on CSR during the year have been appended as an Annexure to the Directors' Report.
The activities undertaken by the Company pursuant to the CSR Policy have been outlined in the Corporate Sustainability Report published elsewhere in this Annual Report.
6. Meeting of Independent Directors
The Company's Independent Directors met on February 14, 2015, without the presence of the Managing Director & CEO, the Non-Executive, Non-Independent Directors and the Management Team. The meeting was attended by all the Independent Directors and was conducted informally to enable the Independent Directors to discuss matters pertaining to the Company's affairs and put forth their combined views to the Board of Directors of the Company.
7. Meeting of Buy-back Committee
A Committee comprising Mr. H. N. Sinor, Dr. Nachiket Mor and Mr. Amish Mehta, Chief Financial Officer, met on June
18, 2015 to approve, inter alia, the Public Announcement for the purpose of Buy-back of shares by the Company.
Means of communication
1. Quarterly and annual financial results are published in the leading national and regional newspapers, and displayed on the Company's website.
2. News releases, press releases and presentations made to investors and analysts are displayed on the Company's website.
3. The Annual Report is circulated to all members, and is also available on the Company's website.
4. Material developments relating to the Company that are potentially price sensitive in nature or which could impact continuity of publicly available information regarding the Company is disclosed to the Stock Exchanges in terms of the Company's Policy for Disclosure of Material Information.
5. The Company website contains information on the businesses of the Company, governance and important policies of the Company.
The Annual Report of the Company for the financial year 2015 has been emailed to the members whose email addresses are available with the depositories for communication purposes or are obtained directly from the members, as per section 136 of the Companies Act, 2013 and Rule 11 of the Company (Accounts) Rules, 2014. For other members, who have not registered their email addresses, the Annual Report has been sent at their registered address. If any member wishes to get a duly printed copy of the Annual Report, the Company will send the same, free of cost, upon receipt of request from the member.
In case of appointment or re-appointment of a Director, members are provided a brief resume of the Director, the nature of his / her expertise in specific functional areas, the names of companies in which he / she holds directorship, and membership of committees of the Board.
The Board has appointed Stakeholders' Relationship Committee to review and redress complaints received from shareholders. The Committee meets periodically to consider the status of the investor grievances received and redressed alongwith the ageing schedules of pending complaints. The Board has authorised Ms. Minal Bhosale, Company Secretary, to approve the transfer and transmission of shares.
During the year, there were no related party transactions which were materially significant and that 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.
There was no non-compliance by the Company and no penalties or strictures were imposed on the Company by the Stock Exchanges or Securities and Exchange Board of India (SEBI), or any statutory authority on any matter related to the capital markets during the last three years.
The Company has complied with all the mandatory requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has also complied with the following discretionary requirements specified in Part E of Schedule II in terms of Regulation 27(1):
i. Modified opinion(s) in Audit Report: Company's financial statements have unmodified audit opinions.
ii. Separate posts of Chairman and CEO: The positions of the Chairman and the CEO are separate.
iii. Reporting of Internal Auditor: The Internal Auditors of the Company directly report to the Audit Committee.
CRISIL Code of Conduct for Directors and Senior Management
The Board of Directors of CRISIL has adopted the Code of Conduct for Directors and Senior Management, which is available on the website of the Company at <http://www>. crisil.com/investors/corporate-governance.html Affirmation regarding compliance of the Code of Conduct by the CEO of the Company has been published elsewhere in this Annual Report.
Prohibition of insider trading
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a Personal Trading Policy for Prohibition of Insider Trading for Directors and employees of the Company. This policy also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons. The Company has a Code of Ethics and Personal Trading Policy for Directors and employees. The Code of Ethics contains policies on confidentiality, gifts and favours, and false and misleading information or disclosures. The Personal Trading Policy contains regulations, policies, procedures and restrictions relating to personal investments by the Directors and employees. The policy also prohibits trading in securities of any foreign or Indian listed company on the basis of unpublished price-sensitive information
The Company has a Whistle-Blower Policy for establishing a vigil mechanism for directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Ethics policy. The said mechanism also provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. We affirm that no employee of the Company was denied access to the Audit Committee. The said Whistle-Blower Policy has been hosted on the website of the Company at <http://www.crisil.com/investors/> corporate-governance.html.
Policy for determining 'material' subsidiaries
As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy for determining 'material' subsidiaries which has been put up on the website of the Company at <http://www.crisil.com/> investors/corporate-governance.html.
During 2015, the Company did not have any material unlisted subsidiary companies which are subject to special governance norms in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, minutes of the meetings of the Board of Directors of all subsidiary companies are placed before the Board of Directors of CRISIL Ltd. for their review and noting.
Policy against Sexual and Workplace Harassment
The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.
The Company has put in place a 'Policy on redressal of Sexual Harassment' and a 'Policy on redressal of Workplace Harassment' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report his/her complaint to the Redressal Committee formed for this purpose or their manager or HR personnel. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy, during the year. During the year, no complaints were received and resolved under the Policy for CRISIL Limited. However, single Committee addresses the complaints received under the Sexual Harassment Act for CRISIL and its subsidiary companies. During the year, three complaints were received and were resolved by the Committee for one of the wholly owned subsidiary companies of the Company.
As required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Related Party Transactions Policy which has been put up on the website at <http://www.crisil.com/investors/> corporate-governance.html.
Record Management Policy
As required under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have approved the Policy for Preservation of Documents. The same has been implemented in the Company with effect from December 1, 2015.
Policy for determining materiality of an event or information and for making disclosures to Stock Exchanges
As required under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have approved the Policy for determining materiality of an event or information and for making disclosures to Stock Exchanges which is effective from December 1, 2015 and has been put up on the website of the Company at <http://www.crisil.com/investors/corporate->governance.html.
The Board of Directors of the Company have authorised the Chief Financial Officer of the Company to determine materiality of an event or information and for making disclosures to Stock Exchanges under the said regulation.
Code of practices and procedures for fair disclosure of unpublished price sensitive information
Pursuant to Regulation 8 in Chapter IV of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company, during the year, approved and adopted the "CRISIL Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The Code has also been hosted on the website of the Company, viz., www.crisil.com
Commodity Price Risk or Foreign Exchange Risk and Hedging Activities
As such, the Company is not exposed to any commodity price risk. The detailed discussion of the foreign exchange risk and Company's hedging activities is given in the Management Discussion & Analysis Report and the Notes to the Financial Statements.
Equity Shares in Suspense Account
Consequent to the sub-division of nominal value of the equity shares of the Company from Rs. 10/- per share to Re. 1 per share with effect from October 1, 2011 and in terms of Regulation 39(4) of Securities of Exchange Board of India (Lisitng Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule VI thereof, the Company has opened a demat account in the name and style "CRISIL Limited -Unclaimed Shares Suspense Account". At the beginning of the year, 44,000 equity shares belonging to 31 shareholders were lying in the account. During the year, one shareholder claimed 3,000 equity shares from the account, which were transferred to such shareholder after adequate verification. At the end of the year, i.e. as at December 31, 2015, 41,000 equity shares belonging to 30 shareholders were lying in the account. The voting rights on the outstanding unclaimed shares as on December 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares by submission of the requisite documentary proof of their identity to the Company's Registrar & Share Transfer Agent, Karvy Computershare Pvt. Ltd.
SEBI Complaints Redress System (SCORES)
SEBI administers a centralised web-based complaints redress system (SCORES). It enables investors to lodge and follow up complaints and track the status of redressal online on the website www.scores.gov.in It also enables the market intermediaries and listed companies to receive the complaints from investors against them, redress such complaints and report redressal. All the activities starting from lodging of a complaint till its disposal are carried online in an automated environment and the status of every complaint can be viewed online at any time. The Company has registered itself on SCORES and endeavours to resolve all investor complaints received through SCORES or otherwise within 15 days of the receipt of the complaint. During the year, the Company received two investor complaints through SCORES, all of which were responded to within 15 days of their receipt.
. GENERAL SHAREHOLDERS INFORMATION:
1. Annual general Meeting
Date and Time : April 19, 2016 at 3.30 p.m.
Venue Rangaswar Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021
2. Calendar for Financial Reporting
First Quarter ending March 31, 2016 : : In April 2016
Second Quarter ending June 30, 2016 : : In July 2016
Third Quarter ending September 30, 2016 : In October 2016
Year ending December 31, 2016 : In February 2017
3. Newspapers where the results are published : : Business Standard and Sakal
Websites where the financial results, shareholding pattern, annual report etc. are uploaded : : www.crisil.com www.bseindia.com and www.nseindia.com
Proposed Final and Special Dividend : Final Dividend of Rs. 7 per share and Special Dividend of Rs. 3 per share having nominal value of Re. 1 each
Dates of Book Closure : Thursday, March 10, 2016 to Friday, March 11, 2016 (both days inclusive)
Dividend Payment : May 6, 2016 (if dividend payment is approved at the Annual General Meeting).
Date Listing Details : The shares of the Company are listed on:
National Stock Exchange of India Ltd. (NSE)
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai 400 051
BSE Ltd. (BSE) P. J. Towers, Dalal Street, Fort, Mumbai 400 001 The Company has paid listing fees at both the exchanges and has complied with the listing requirements
NSE - CRISIL
BSE - 500092
ISIN : INE007A01025
CIN : L67120MH1987PLC042363
Registrars and Share Transfer Agents
: Karvy Computershare Pvt. Ltd. Unit : CRISIL Ltd. Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad 500 032 Email : email@example.com Phone : +91 40 6716 1500 Toll Free No. : 1-800-34-54-001 Fax : +91 40 6716 1567
: Ms. Minal Bhosale, Company Secretary, CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076 Phone: 022-3342 3000 Fax: 022-3342 3810
: Currently, 99.79% of the Company's share capital is held in dematerialised form. For any assistance in converting physical shares in electronic form, investors may approach Karvy Computershare Pvt. Ltd. or Ms. Minal Bhosale, Company Secretary, at the addresses given above.
Electronic Clearing Service (ECS)
: The Company has extended the ECS facility to shareholders to enable them to receive dividend through electronic mode in their bank account. The Company encourages members to avail of this facility as ECS provides adequate protection against fraudulent interception and encashment of dividend warrants, apart from eliminating loss / damage of dividend warrants in transit and correspondence with the Company on revalidation / issuance of duplicate dividend warrants.
Bank Details for Electronic Shareholding
: Members are requested to notify their Depository Participant (DP) about the changes in the bank details. Members are requested to furnish complete details of their bank accounts, including the MICR codes of their banks, to their DPs.
Furnish Copies of Permanent Account Number (PAN)
: The members are requested to furnish their PAN which will help us to strengthen compliance with KYC norms and provisions of Prevention of Money Laundering Act, 2002.
For transfer of shares in physical form, SEBI has made it mandatory to the transferee to submit a copy of PAN card to the Company.
14. Investor Complaints to be addressed to : Registrars and Share Transfer Agents or to Ms. Minal Bhosale, Company Secretary, at the above mentioned addresses.
15. Email ID of Grievance Redressal Division : firstname.lastname@example.org
Dividend Policy: CRISIL believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance acquisitions and future growth, working capital requirements and also as a means to meet any unforeseen contingency. CRISIL has also been conscious of the need to maintain stability in its dividend payout over the years.
Modes of payment of Dividend: The Dividend is paid under two modes viz.,
(a) Credit to the Bank account via Electronic Clearing Services (ECS) / National Electronic Clearing Services (NECS) / SWIFT Transfer and;
(b) Dispatch of Physical dividend warrant
Electronic Clearing Service (ECS/NECS): The Company has extended the ECS/NECS facility to shareholders to enable them to receive dividend through electronic mode in their bank account. The Company encourages members to avail of this facility as ECS provides adequate protection against fraudulent interception and encashment of dividend warrants, apart from eliminating loss/damage of dividend warrants in transit and correspondence with the Company on revalidation/issuance of duplicate dividend warrants. Investors may obtain the ECS/NECS mandate form from the FAQs link (<http://www.crisil.com/> investors/investor-faqs.html) on Investors section of the Company's website, www.crisil.com
Bank Details for Electronic Shareholding: Members are requested to notify their Depository Participant (DP) about the changes in the bank details. Members are requested to furnish complete details of their bank accounts including the MICR codes of their banks to their DPs.
Unclaimed Dividend: Dividends that are not encashed or claimed, within seven years from the date of its transfer to the unpaid dividend account, will, in terms of the provisions of Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund (IEPF) established by the Government. In terms of the provisions of Section 205C of the Companies Act, 1956, no claim shall lie against the Company or the said Fund after such transfer. The details of unclaimed dividend as on December 31, 2015 are as follows
24. Shareholders Rights
A shareholder in a Company enjoys certain rights, which are as follows:
• To receive share certificates, on allotment or transfer as the case may be, in due time.
• To receive copies of the Annual Report, Balance Sheet and Profit and Loss Account and the Auditor's Report.
• To participate and vote in General Meetings either personally or through proxies or through remote e-voting.
• To receive dividends in due time, once approved in General Meetings or Board Meetings.
• To receive corporate benefits like rights, bonus etc. once approved.
• To apply to the Company Law Board to call or direct the Annual General Meeting.
• To inspect the minute books of the General Meetings and to receive copies thereof.
• To proceed against the Company by way of civil or criminal proceedings.
• To apply for the winding-up of the Company.
• To receive the residual proceeds.
• Other rights are as specified in the Memorandum and Articles of Association available on the website, <http://www.crisil>. com/investors/investor-downloads.html.
Apart from the above rights, the shareholders also enjoy the following rights as a group:
• To appoint the Directors and Auditors of the Company.
• To requisition an Extraordinary General Meeting.
• To apply to the Company Law Board to investigate the affairs of the Company.
• To apply to the Company Law Board for relief in cases of oppression and / or mismanagement. The above-mentioned rights may not necessarily be absolute.