CONTENTS

Corporate Overview
02 Message from the Chairman
Section 1
04 About CRISIL
06 CRISIL’s Businesses
08 Financial Highlights
10 Diversified Businesses: 2015 Highlights
Section 2
14 Diversity of Thought: CRISIL Publications
18 Reaching Out: 2015 Franchise Highlights
Section 3
26 Sustainability Initiatives
Section 4
30 Diversity of People and Culture: 2015 at a Glance

Statutory Reports
36 Board of Directors
41 Directors’ Report
88 Management Discussion and Analysis Report
100 Auditors’ Certificate for Corporate Governance
101 Report of the Directors on Corporate Governance

Financial Statements
121 Consolidated Financial Statements
162 Standalone Financial Statements
200 Notice
207 Proxy Form
 ’
CHAIRMAN S
MESSAGE
 CRISIL’s relentless focus on
excellence, innovation, customer
centricity and agility guides the
organisation towards realising
its vision.

I am delighted to report that 2015 was a significant year for CRISIL, marked by progress
on many fronts. The company strengthened its leadership position across markets in
India and globally. Though business conditions have been challenging, CRISIL has been
successful in uncovering new growth opportunities.

CRISIL’s strength lies in the diversity of its businesses, people, global reach and
the synergies that it enjoys with McGraw Hill Financial’s portfolio of leading brands,
including Standard & Poor’s Ratings Services, S&P Capital IQ and SNL Financial, S&P
Dow Jones Indices and Platts.

CRISIL’s Global Research & Analytics business had an excellent year, as India
businesses continued to grow and reinforce their premier position in the market. This
year, the Company also furthered its franchise and thought leadership agenda, enabling
discussions among regulators and policy makers, especially in banking and financial
services and in the infrastructure sector.

CRISIL’s relentless focus on excellence, innovation, customer centricity and agility

guides the organisation towards realising its vision of being the foremost provider of
ratings, research, data and analytics and solutions to our clients, investors, policy
makers and market participants.

I am confident that the progress CRISIL made last year will act as a springboard for it to
scale greater heights and fulfil its mission of making markets function better by providing
independent opinions, actionable insights and efficient solutions.

Douglas L. Peterson

3
 ABOUT
CRISIL
Making Markets
Function Better

CRISIL is a global analytical

company driven by its
mission of making markets
function better. It is India’s
foremost provider of ratings,
data and research, analytics
and solutions, with a strong
track record of growth and
innovation. CRISIL delivers
independent opinions,
actionable insights, policy
advisory and efficient solutions.

It is majority owned by
Standard and Poor’s (S&P),
the world’s leading provider
of independent credit risk
research and benchmarks, and
a part of McGraw Hill Financial
(formerly The McGraw-Hill
Companies).

4
 Vision
To be the foremost provider of
ratings, data and research, analytics
and solutions to our clients, investors,
policy makers and other market
participants.

Mission
To make markets function better
by providing independent opinions,
actionable insights and efficient
solutions.

5
 ’
CRISIL s
Businesses

CRISIL Global
CRISIL Ratings Research & Analytics

Bond Ratings Financial Research

Bank Loan Ratings Risk & Analytics
SME Ratings Corporate Research
Global Analytical Centre Coalition
Other Grading Services
Our research support enables coverage of over 3,300
Our clients include over 91,000 Micro, Small and
stocks globally. Our team of quantitative, regulatory,
Medium Enterprises (MSMEs) and more than
risk and actuarial specialists deals with over 30 banks
20,800 large and mid-scale corporates and financial
globally and reviews 20% of outstanding exotic equity
institutions. Our capabilities span the entire range of
derivatives. Our team at Coalition provides business
debt instruments. We improve access to funding for
intelligence and high-end analytics to more than 20
issuers and borrowers and help optimise their cost
investment banks including all the top 15. We operate
of funds. For investors and lenders, we supplement
from 7 research centres across Argentina, China, India
internal evaluation processes and benchmark credit
and Poland; and serve the world’s leading commercial
quality across investment options. We help the
and investment banks, insurance companies,
markets function better and also assist regulators in
corporations, consulting firms, private equity players
measuring and managing credit risks at a systemic
and asset management firms.
level. Our ratings are used in the computation
of capital adequacy in the banking sector and to We help clients increase revenues and strengthen
determine the eligible investment pool for insurance market position. Our high-quality research support has
companies, pension funds and provident funds. enabled clients to improve their institutional ranking,
Through our Global Analytical Centre (GAC), we increase coverage, enter new markets, get better
provide analytical, research and data services to business insights, and deliver new path breaking
McGraw Hill Financial globally. GAC partners with strategies. Our well-nurtured specialists in derivatives,
Standard & Poor’s Ratings Services (S&P) to process quantitative, risk and actuarial practices enable clients
information, improve workflow efficiency, support to apply incisive analytics to internal models, transition
research and analysis, and execute modelling to more robust risk and trading platforms, measure risk
assignments. in a more real-time manner, and comply with regulatory
requirements including model validation and stress
testing.

CRISIL Global Research and Analytics enables

CRISIL has rated over coverage of over

91,000 3,300
MSMEs and 20,800 large and mid-scale stocks globally, reviews 20% of outstanding
corporates and financial institutions in India. exotic equity derivatives and provides business
intelligence to leading global investment banks.

6
 CRISIL Risk & Infrastructure
CRISIL RESEARCH Solutions Limited (CRIS)

Economy & Industry Research CRISIL conducts its infrastructure advisory and risk
Funds & Fixed Income Research solutions business through its subsidiary, CRISIL Risk and
Equity & Company Research Infrastructure Solutions Limited (CRIS).

We help our clients make informed lending, CRISIL Infrastructure Advisory: CRISIL
investment and strategic decisions, thereby mitigating Infrastructure Advisory is a leading advisor
and managing risk. We work with 1,200 Indian and to governments and regulators, multilateral
global clients, including 90% of India’s banking agencies, investors and large corporates.
industry by asset base, 15 of the top 25 Indian We help shape public policy and enable
companies by market capitalisation, all Indian mutual infrastructure development. We work in the areas of policy
fund (MF) and life insurance companies and 6 of the formulation, regulation, project advisory and design and
world’s leading consulting firms. implementation of public private partnership frameworks
and infrastructure financing mechanisms. Our teams have
We are India’s most credible provider of economy
expertise across the infrastructure spectrum, including
and industry research, with coverage across 86
urban development, energy and natural resources,
sectors. We are the largest provider of valuation of
transport and logistics, and infrastructure financing in India
fixed-income securities to the MF, insurance and
and other emerging countries.
banking industries, valuing over USD 1,307 billion of
Indian debt securities. We rank Indian MF schemes, CRISIL provides advisory services in urban
covering 77% of assets under management and worth development, energy and natural resources, transport
USD 155 billion. We are also the sole provider of debt and logistics, and infrastructure financing in India
and hybrid indices to India’s MF and life insurance and other emerging countries.
companies.
CRISIL Risk Solutions: We provide a
comprehensive range of risk management tools,
analytics and solutions to financial institutions,
banks and corporates in India, the Middle
East, Africa, South Asia and South-East Asia.
We have helped over 65 banks and financial institutions
CRISIL Research works with over
adopt best practices in risk management, undertaken risk

1,200
management assignments in 20 countries and provided risk
management solutions to 9 of the top 10 banks in India.

Indian and global clients, including CRISIL Risk Solutions has helped over
90% of India’s banking industry by
asset base, 15 of the top 25 Indian
companies by market capitalisation, 65
and all Indian mutual fund and life
banks and financial institutions in India and select
insurance companies.
emerging markets to adopt best practices in risk
management.

7
 Financial
Highlights

Rs. in Crore cagr 19% Rs. in Crore cagr 20%

1,380
1,253

443
1,111

412
397
978

348
807
628

305
288
537
515

222
201
404

126
287

88

‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15

Income from operations EBITDA

Rs. in Crore cagr 20% Rs. in Crore cagr 19%

285
44
406

268
376
359
314

254
275

40
267

4
207

161

219
187

141

202
111

165
84
61
79

‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15

Profit before tax Profit after tax

One-Time Impact

8
Rs. in Crore cagr 28% In %

300
1,000
14,009
13,551

400
600
8,484

2,000
7,607

300
6,206

1,100
4,262

1,000

1,600
3,211
2,664

1,300

1,300
700
1,773

1,000
1,521

250
150
‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15

Market capitalisation Dividend

Special Dividend

in Rs. cagr 18% in Rs.

120.2
118.9
6.2

40.0
37.8

95.5
0.3
5.5

0.6

75.3
22.3

36.1

60.0

58.9
19.5

55.6
31.1

49.5
11.8

28.5

38.3
23.0

28.0
8.8

‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15

EPS Net worth per share

One-Time Impact

Rs. in lakhs In %
39.2
36.9

50
33.5
29.9

46
44

42
28.9

28.3
28.2

41
27.2

40
38
25.5

36

35

33
22.9

‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 ‘15

Income per employee Return on average net worth

9
 Diversified
Businesses CRISIL GR&A wins mandate to
support a Global Systemically
Important Bank (G-SIB) in the
development of credit rating

2015 Highlights
frameworks and a web-based credit
rating application.

CRISIL Infrastructure Advisory

wins mandate from the Directorate
General of Hydrocarbons to prepare
a Hydrocarbon Vision document for
north-east India.

CRISIL Risk Solutions wins mandate

from IDFC Bank to implement
CRISIL Infrastructure its Rating System – RAM, rating
Advisory wins World models.
Bank mandate to provide
consulting services for CRISIL Infrastructure Advisory wins
developing business plan, mandate from the International Bank
operational guidelines and for Reconstruction and Development
governance structure for to provide consultancy support to
Regional Infrastructure the Ministry of Rural Development
Development Fund, for the Shyama Prasad Mukherji
Indonesia. Rurban Mission.
CRISIL SME Ratings
extends presence in two CRISIL SME Ratings enters CRISIL SME Ratings makes inroads
wheeler segment; on-boards farm/construction equipment in pharmaceuticals in India by
a leading Japanese two space; adds marquee providing its services to a very well
wheeler manufacturer. brands to its portfolio. established brand in this sector.

January March May

February April June

CRISIL Infrastructure Coalition finalises its first CRISIL Risk Solutions wins mandate
Advisory wins mandate from Comprehensive Capital to implement its suite of credit risk
Power Finance Corporation Analysis and Review management solutions for National
Ltd to prepare roadmap for (CCAR) modelling work Savings Bank in Sri Lanka.
24 X 7 Power for All across with a group of nine
states/union territories in banks. CRISIL Research wins a big mandate
India. from a large global power equipment
company for customised research.

CRISIL Risk Solutions, in collaboration

with S&P, wins a mandate to
implement its corporate rating system,
S&P rating models and an ICAAP
automation tool for Al Ahli Bank
of Kuwait.

10
 CRISIL GR&A wins a large mandate
to support a UK-based Bank in its
financial crime analytics initiative. Coalition wins a mandate
from a big investment bank,
CRISIL Research is chosen for a thereby laying claim to a
third consecutive two-year term to unique distinction – of having
partner the Employees’ Provident served the top 15 in the
Fund Organisation and assist in segment globally.
selection and assessment of fund CRISIL rates an innovative
managers. CRISIL Infrastructure Advisory partially guaranteed
wins a mandate from Ministry debenture issue of a passive
CRISIL SME Ratings enters the of Petroleum & Natural Gas, infrastructure SPV that was
NBFC (Non-Banking Financial to design a master plan for backed by first-loss partial
Companies) space; adds one of increasing and scaling up guarantee from IIFCL (under
the top private housing finance coverage of LPG usage in the its credit enhancement
companies in India to its portfolio. country in the next 3 years. scheme).

CRISIL Infrastructure Advisory wins CRISIL GR&A wins a CRISIL Ratings assigns first
mandate from the Government mandate to track advertising highest-safety rating for a
of Karnataka for submission competitive intelligence for a future-flow securitisation of an
of Detailed Project Report and leading pet foods supplier in inter-state transmission service
Transaction Advisory Services. the US. project.

July September November

August October December

CRISIL Global Analytical CRISIL Research wins CRISIL Infrastructure Advisory
Centre (GAC) strengthens its mandate from BSE for wins mandate to assist
risk and regulatory support 300 company reports Thane city in preparing its
to S&P Ratings and forays for its equity research proposal for the Smart Cities
into model validation and business. Challenge, a programme
documentation. initiated by Ministry of Urban
Development, Government of
CRISIL GR&A signs multi-year India. This is the fifth Smart
contract with one of the largest City mandate won by CRISIL
European banks for analysis in Maharashtra, after Nagpur,
and management of regulatory Solapur, Nashik and Kalyan-
change initiatives. Dombivli.

CRISIL SME Ratings renews

its three-year MoU with Axis
Bank Ltd to assist the bank’s
MSME customers in obtaining
SME rating.

CRISIL GR&A makes inroads

in its existing account with a
leading real-estate services
giant, to provide continuing
marketing and knowledge
management support.

11
 100,000+ customers.
Multiple stakeholders.
Across 86 industries.

Our diversified businesses

spread across the globe...
India
Mumbai HyderabaD Kolkata
Ahmedabad BengalurU Pune
locations UK
London
Gurgaon Chennai

Poland
Wroclaw

China
US Hangzhou 
New York
San Mateo Hong kong

Argentina
Buenos Aires Singapore

Businesses

Ratings Research Global Research & Risk infrastructure

Analytics Solutions Advisory

12
 Enabling sounder
financial decision-making
over the years.

...enable us to ...and deliver analysis,

engage with multiple insights and solutions
stakeholders... to our customers.

Corporates

Invest
ors

Large | Medium | Small

financial institutions
rs
ue
Iss

Customers

Banks
NBFCs (Non-Banking Financial

Companies)
HFCs (Housing Finance Companies)

MFs (Mutual Funds)

MFIs (Micro Finance Institutions)

Re

Insurance
gu

to PEs (Private Equity)

la

rs
rs
ake Central Government, State
M
Policy Government & Urban Local

bodies

Stock Exchanges

SHGs (Self-Help Groups)

*As of December 31, 2015

13
 Diversity of
thought
crisil Publications
Insights on Corporate India

CRISIL’s Yearbook on the Indian Debt

Market
CRISIL’s comprehensive analysis of the
Indian debt market

CRISIL Credit Conversations

Monthly bulletin on recent developments in
the credit space

CRISIL Ratings Roundup

Bi-annual analysis of CRISIL’s CRISIL QUIP
rating actions with the underlying Quarterly update on
economic trends and business performance of India Inc.
factors driving them

14
Economy Insights
Financial
Inclusion for
Entrepreneurship
Joint report with
ASSOCHAM on
overview of the
financial inclusion for
MSME sector

CRISIL Insight: When

India ages, whither
pension for all
The need for increased
pension coverage for
India’s private sector
workforce

CRISIL Insight: Angsty farms

Insight on the unaddressed
vulnerabilities that are amplifying
India’s agricultural stress

CRISIL Inclusix Vol 3

Comprehensive index
measuring progress of
Modified Expectations
financial inclusion in
Analysis on India Inc’s performance in the India
first nine months of fiscal 2015

CRISIL Insights –
Global Economy
Monthly series on
global and Indian
macroeconomic
trends.

CRISIL Monetary
Policy Review:
Key trends and
outlook on India’s
monetary policy.

15
Industry Insights
The Realty Reality
Analysis of India’s
top 25 Real Estate
developers and the
refinance risk in the
sector

India Power Sector: Caution Lights On

Insights into the ebbing performance of
India’s Power Sector

Coalition League Table

Quarterly publication reviewing key trends
and aggregate performance of the 10 leading
global Investment Banks

CRISIL Fund
Insights
Monthly funds
newsletter from
CRISIL Research

Whitepaper On Risk
Data Aggregation and
Reporting Guidelines
(BCBS 239)
Insight on risk data
aggregation and
reporting guidelines
(BCBS 239)

16
 CRISIL SME Connect
Quarterly update of issues
and initiatives in India’s
MSME sector

CRISIL Insight:
R.I.P. brick and mortar
retail? Not so fast – An
analysis of the fate of the
Indian Retail sector

Provident funds in
equity: Emulating
global trends, A CRISIL
- ASSOCHAM Report
Joint report on
Government of India
measure to boost
Provident Fund (PF)
investments in equities

CRISIL PHD Knowledge Report:

National Roads & Highways
Summit - 2015
Joint report on challenges & way
forward for the Roads & Highway
sector in India

CRISIL Opinion:
Views on key
developments in the
Indian economy and
sectors

17
 Reaching
Out
2015 Franchise Highlights

January

T
he third edition of CRISIL’s annual seminar ‘Expanding India’s Corporate Bond Market’ brings
together 350 participants, including important stakeholders from key regulatory bodies and industry, to
discuss topical regulatory initiatives to widen the bond market in India. The second edition of ‘The
CRISIL Yearbook on the Indian Debt Market’ is also released.

C
RISIL Research releases ‘Future
Tense: Time to Build Pension Net
for Millions.’ Given the population
aged over 60 is set to triple to 300 million by
2050, the study analyses India’s pension
landscape.

R
ohit Chaturvedi, Director, Transport
and Logistics, CRISIL Infrastructure
Advisory, moderates a panel
discussion on the issues faced by India’s
shipbuilding industry at the India
Maritime Conference 2015, organised
by Federation of Indian Chambers of
Commerce and Industry (FICCI).

M
Shri U K Sinha, Chairman anish Jaiswal, Business Head, CRISIL Risk Solutions, presents
of Securities and Exchange a case study on ‘Problem Loan Management’ at a workshop
Board of India (SEBI) on Credit Risk and Problem Loan Management for SME
delivers the keynote Bankers in Goa. The event is organised by CRISIL Risk Solutions, in
address at the Bond Market
association with the Small Business Banking Network, an initiative of
Seminar
Capital Plus Exchange and a global network for financial institutions that
serves small and growing businesses in emerging economies.

18
February

C
RISIL SME Ratings is the knowledge partner
in a seminar titled ‘Decoding Union Budget
2015-16’ organised by FICCI in Chandigarh. .

G
autam Narayan, Associate Director, CRISIL
Infrastructure Advisory, participates as a
panelist in the Confederation of Indian Industry
(CII) hosted Conference on Smart Urbanisation in
Gurgaon.

Dipti Deshpande, Senior Economist,

CRISIL, speaks at the FICCI event

March

C J C
RISIL Infrastructure ames Lu, Director, Risk & RISIL and S&P
Advisory Analytics, CRISIL GR&A, organise a seminar
organises study makes a presentation titled ‘India Inc.
(5th from right) tour on ‘Planning and on ‘Operational Risk Loss Through The Lens of
Sameer Bhatia, Designing of Intermodal Forecasting for Stress Global Financial Markets’
President, CRISIL Transportation Testing – A Case Study’ at the for industry stakeholders,
Infrastructure
Systems in Urban CRISIL GR&A co-sponsored including representatives
Advisory, along with
key dignitaries from Areas’ for a 15-member 17th annual OpRisk North of leading corporates,
the Government of delegation comprising America conference hosted by investors, bankers and
Tanzania during the key functionaries of the Operational Risk & Regulation regulators in Mumbai.
study tour Government of Tanzania. in New York.

C C V
RISIL and S&P REST (CRISIL . Srinivasan, Business Head, James Lu,
Ratings jointly host Real Estate CRISIL Ratings, SME, Director, Risk
the Global Investor Star Ratings) participates in the ‘CAFRAL- & Analytics,
Web-Conference on participates at the IPA SME Initiative Conference CRISIL GR&A
makes a
Union Budget 2015-16, second edition of on Young Firm Financing’
presentation
which is attended by over the CREDAI Bengal jointly organised by the Centre for at the OpRisk
300 market participants Realty Awards as its Advanced Financial Research and North America
from across 10 countries. knowledge partner. Learning (CAFRAL) and Innovations Conference
for Poverty Action (IPA) in Mumbai.

19
reaching out
2015 Franchise Highlights
April

C
RISIL and S&P Ratings
jointly host briefing sessions
on US Fed rate hike
and its implications for Asia
with Beth Ann Bovino, US Chief
Economist, and Paul Gruenwald,
Chief Economist, Asia Pacific,
S&P. The two sessions are
attended by senior economists
and industry participants.

D
harmakirti Joshi, Chief
Economist, CRISIL, participates
as keynote speaker for the
session on the outlook for the Indian
economy at the 3rd ICIS Indian Base
Oils & Lubricants Conference.

A
Abhay Kantak, Director, CRISIL bhay Kantak, Director, CRISIL Infrastructure Advisory, speaks on
Infrastructure Advisory addresses ‘Policy Perspective, PPP and Capacity Building for Sustainable
the audience at ASSOCHAM’s City Development’ at Associated Chamber of Commerce and
National Conference Industry’s (ASSOCHAM) National Conference on Innovations to
make cities financially sustainable.

May

C
RISIL Ratings conducts a webinar on
Banking Sector: Will 2015-16 be a year
of change for Indian banks? which is
attended by over 500 external stakeholders,
including banking and capital market participants.

C
RISIL Real Estate Star Ratings
participates as the knowledge partner for
the Realty Plus Real Estate Conclave
at Ahmedabad.

S
uprabha Dikshatha, Senior Director,
Global Head of Financial Research,
makes a presentation at the CRISIL
GR&A-sponsored 11th Annual Credit Risk

C
The CRISIL GR&A RISIL GR&A conducts webinar Management Forum in Amsterdam.

C
team at the exhibition on Basel Committee on Banking
booth at the Credit Supervision (BCBS) 239 RISIL Research conducts a webinar
Risk Management guidelines; 30 external stakeholders on one year of the Narendra Modi
Forum government. The webinar is titled
attend the session, including nine
prominent senior management delegates One Year On - It’s not policy, weak
from leading investment banks. consumption is the main problem!

20
June

C C C
RISIL Infrastructure RISIL Ratings organises RISIL Research is the
Advisory organises a CRISIL Banking Forum, a knowledge partner at the
seminar on Developing knowledge-sharing initiative Retirement Benefits Summit
the Bond Guarantee Fund for bankers across public and 2015 and FIAI Conference on Indian
for India as part of an ongoing private sectors. financial distribution industry.
engagement with Asian
Development Bank aimed
at developing a third-party
guarantee facility for projects
in need of long-term finance in
India.

(3rd from left) Raman Uberoi,

Business Head - Large
Corporates, CRISIL Ratings
moderates the panel discussion
at the seminar

B
rijgopal Ladda, Director, CRISIL Infrastructure Advisory, makes a presentation on Elements of Smart CDP
(City Development Plan) for Smart Infrastructure Planning at the Smart India – Smart Solutions for
Smart Cites conference organised by CII in association with Andhra Pradesh Technology Development
and Promotion Centre.

July

C
RISIL Ratings organises an investor discussion forum
titled Current Undercurrents - Indian Power Sector’s
Achievements and Challenges to address some of the crucial
issues in the power sector, their repercussions, and the road ahead.

C
RISIL SME Ratings participates as the knowledge partner at
the 6th Annual National Conference on SME Finance and
Investment Summit organised by SME Chamber of India in
Mumbai.

M
anish Jaiswal, Business Head, CRISIL Research, delivers
the keynote address at ASSOCHAM’s national conference
on Provident Fund in Equity Market - The Role of Fund Sudip Sural, Senior Director, CRISIL
Manager. As the knowledge partner, CRISIL Research also publishes Ratings, makes a presentation at
a joint report titled ‘Giving provident funds the equity boost’. the Power forum

C
RISIL Infrastructure Advisory participates in the 2nd Annual
East Africa Transport & Infrastructure 2015 event held in
Kenya, attended by about 200 delegates.

C
RISIL launches an all-new video blog called CRISIL TV
that features analysis of trends and issues in the domestic
and global economy, industry and markets by CRISIL’s
experts.

C
RISIL Ratings hosts a web conference on Loan Against
Manish Jaiswal, Business Head, CRISIL Property, with an interactive panel discussion featuring
Research, addresses delegates at the eminent industry experts. The webinar witnesses positive
ASSOCHAM event response from nearly 600 external stakeholders.

21
reaching out
2015 Franchise Highlights
August

R
ajat Bahl, Director, CRISIL Ratings,
participates in a panel discussion on
Liquidity Standards and Implication
for Growth and Profitability at the National
Conference on ‘Basel III Implementation:
Challenges for Indian Banking System’
organised by ASSOCHAM.

T
Raj Sekhar, Director, SME Ratings,
participates in a panel discussion
on Credit Scoring and Rating
for MSMEs at the National Seminar on
Capacity Building in Banks for MSME (5th from left) Rajat Bahl, Director, CRISIL Ratings as one of the
panelists at the Basel III implementation conference
Financing organised by the College of
Agriculture Banking (CAB) and the Reserve
Bank of India (RBI) in Pune.

September

R
ahul Prithiani, Director, CRISIL
Research, participates in a panel
discussion on ‘Solar rooftop:
Achieving 40 gw by 2022’ at UBM’s
Renewable Energy India Expo 2015 in
New Delhi.

R
aman Uberoi, Business Head - Large
Corporates, CRISIL Ratings, inaugurates
the knowledge report and makes a
presentation on the topic ‘India Needs Rs.
Raman Uberoi addresses the audience on
financing needs for India
2,600 Crore a Day for Financing of Growth’ at
the Financing India’s Growth: Way Forward
Summit organised by the PHD Chamber of
Commerce and Industry in New Delhi.

V
ivek Sharma, Director, CRISIL
Infrastructure Advisory, delivers a
presentation on ‘Energy mix that will
fuel India’s growth story – The role of oil’ at the
31st Asia-Pacific Petroleum Conference in
Singapore.

S
aurabh Kamdar, Director, CRISIL
Infrastructure Advisory, participates
(2nd from left) Saurabh Kamdar, Director, CRISIL in a panel discussion on ‘Shaping a
Infrastructure Advisory with other panelists at the CII robust infrastructure financing agenda’ at the
conference Conference on Financing Infrastructure
organised by CII in Ahmedabad.

22
October

T Raj Sekhar, Director, CRISIL CRISIL releases a report

Ratings, SME addresses the titled ‘Giving Provident
audience at the MSME Summit Funds the Equity Boost’

T C
Raj Sekhar, participates as a panelist RISIL Research is the knowledge partner at the
in the session ‘Making Finance ASSOCHAM National conference on Provident
Available to Catalyse Growth’ at the Fund in Equity Market.
MSME Summit 2015 – The Backbone of

C
Growth organised by CII. RISIL Research is the knowledge partner for the 8th
Global Insurance Summit hosted by ASSOCHAM

D
at Mumbai and releases a report, titled ‘Inclusion +
harmakirti Joshi, Chief Economist, Intermediation + Technology = Inflection’.
CRISIL shares his views and insights

T
on the Indian Economy and the
country’s prospects given the current global he Risk & Analytics team of GR&A hosts a web-
environment at an exclusive briefing session conference on Scenario Expansion for Stress
for existing as well as potential clients in Testing attended by delegates from various
New York organised by CRISIL GR&A. banks, financial institutions and capital markets.

C
REST (CRISIL Real Estate
Star Ratings) in association
with Magicbricks, convenes
the Real Estate Dialogues (RED)
series on ‘Triggering a Buy – Building
Consumer Confidence’ in five major
cities of India. These series brought
together key stakeholders of the
Real Estate sector to discuss issues
pertinent to the industry.

(4th from right) Sudhir Nair, Director, CRISIL Ratings,

SME, poses with the other panel members

23
reaching out
2015 Franchise Highlights
November

C A R
RISIL Ratings and CRISIL shu Suyash, MD & CEO, upali Shanker, Director,
Research jointly host CRISIL, and Dharmakirti CRISIL Ratings,
a webinar titled The Joshi, Chief Economist, participates in a round
Realty Reality that witnesses CRISIL participate at India – Truly table conference on Funding
overwhelming participation Emerging, an annual thought Opportunities and Challenges
from banks, NBFCs and capital leadership seminar organised by for Small MFIs hosted by the
market institutions along with S&P and BSE Indices in Mumbai. Ministry of Finance, Government
real estate and housing finance of India.
organisations.

(Left to right) Nilesh

Shah, MD, Kotak
Mahindra Asset
Management, Nitin Jain,
President & CEO Global
Asset and Wealth
Management, and Ashu
Suyash, MD & CEO,
CRISIL, in the panel
discussion

A
bhishek Singh, Director,
CRISIL Ratings, SME makes
a presentation on Building
Sustainable Enterprises and
Importance of Credit Ratings
at the ‘Make in India - Promoting
Entrepreneurship & Innovation’
Summit organised by ASSOCHAM
with the support of Government of
Maharashtra in Mumbai.
Abhishek Singh, Director,
CRISIL Ratings, SME makes
a presentation at the Make
in India summit

24
December

Ashu Suyash addresses the gathering at the media (Extreme right) Salil Chaturvedi, Director,
conference CRISIL Ratings, SME, releases the report
at the ASSOCHAM event

A V C
shu Suyash makes . Srinivasan signs an RISIL SME Ratings
a presentation on MoU with N.M.P. Jayesh, partners ASSOCHAM
CRISIL’s Outlook on Director, CII for its Finance in presenting the
India for 2016 at a roundtable Facilitation Centre (FFC) to assist knowledge paper at the seminar
attended by editors and chief MSMEs that are either existing or on Financial inclusion for
of bureaux of leading media potential MSME members of CII to Entrepreneurship & Innovation
houses. obtain SME rating from CRISIL. in New Delhi.

(2nd from left) V. Srinivasan, Business Head, CRISIL (Left - right) Pawan Agrawal, Chief Analytical
Ratings, SME, discusses the agenda at the CII event Officer, CRISIL Ratings and Dharmakirti Joshi, Chief
Economist, CRISIL, at the Investor seminar

V A D
. Srinivasan, Business shu Suyash harmakirti Joshi, Chief
Head, CRISIL Ratings, participates in a panel Economist, and Pawan
SME, participates in a panel discussion on Women Agrawal, Chief Analytical
discussion on Financial Inclusion on Board: Connecting Officer, CRISIL Ratings, discuss
for MSMEs in the ‘Global SME Corporate Performance macroeconomic indicators,
Business Summit 2015’ organised and Gender Diversity at the prospects for the future in the
by CII in partnership with the 10th international ‘Corporate global environment and the
Ministry of Micro, Small and Governance Summit’ credit trends of Indian corporate
Medium Enterprises, Government organised by CII. and financial institutions, at
of India. the CRISIL - S&P investor
discussion forums in Hong
Kong and Singapore.

25
 Sustainability
initiatives
CRISIL Foundation drives CRISIL's corporate
social responsibility (CSR) initiative, and has
two key goals:

1 2
Empowering Conserving the
socially and environment
economically through
weaker sections employee
by strengthening volunteering
their financial activities
capabilities

Financial empowerment through Mein Pragati Environment conservation through CRISIL RE

26
Mein Pragati
Our maiden programme, Mein Pragati, focuses on empowering rural
women by strengthening their financial knowledge capabilities.
CRISIL Foundation has trained front line staff, known as CRISIL Mitras, to facilitate financial learning among
rural women. These community level workers encourage discussion, reflection and financial discipline through
three interventions:

1. Game-based financial literacy 2. Advanced modules and 3. Financial health cards and
workshops to help participants linkages with the financial counselling to help women
reflect on their spending services sector to help confidently manage their family
habits, sources of income and participants recall learning finances.
funds. The workshops also points, create awareness about
help create awareness about prevalent savings schemes
savings, self-help groups, bank and financial products, and
accounts, insurance, pension, enable linkages with financial
and loans. service providers.

Impact And Outreach

Rashida Bibi, Kamrup
Participation
When Rashida Bibi’s husband died in 2014, the family 25,763 women from
lost its sole bread earner. Thankfully, the couple had
participated in Mein Pragati’s financial literacy workshop 2,514 self-help groups (SHGs)
and, with the help of a CRISIL Mitra, opened a bank
account and also invested in Pradhan Mantri Suraksha
Bima Yojana and Pradhan Mantri Jeevan Jyoti Bima Linkages
Yojana. The CRISIL Mitra helped her deposit documents
for the insurance claim and three months later, she 5,351 bank accounts opened,
received Rs. 2 lakh as death benefit. Wiser today,
Rashida has invested the money well – around 5,804 insurance policies
Rs. 50,000 in her late husband’s clothes business, now purchased,
looked after by her eldest son, a lease of 1 bigha land for 654 pension plans,
cultivation, and a fixed deposit of Rs. 60,000, leaving
Rs. 70,000 in her bank account. 6,564 loan/credit schemes
livelihood

A few participants have also

availed of livelihood schemes,
and bank facilities.

By 2017, Mein Pragati is set to reach out to over

1,00,000 rural women across 6 districts of Assam,
namely, Barpeta, Nalbari, Goalpara, Morigaon,
Kamrup, and Darrang. CRISIL Mitras, dedicated
exclusively to this project, deliver programme content
at the doorsteps of the targeted participants. Rashtriya
Ms. Rashida Bibi Gramin Vikas Nidhi (RGVN), a Guwahati-based non-
governmental organisation, is our execution partner.
In 2016, we are substantially scaling up to increase
our outreach, starting with an expansion to Rajasthan
(categorised as below-average for financial inclusion
according to CRISIL Inclusix).

27
Sustainability
initiatives
CRISIL RE

CRISIL RE was launched in February 2015, to significantly scale up volunteering

efforts at CRISIL. Under the programme, employees along with their friends and family
members are encouraged to volunteer to help create ‛Clean neighbourhoods, Green
neighbourhoods.’
Used as a suffix, ‘RE’ is a simple but powerful idea that conveys the potential to alter the status quo.
CRISIL RE’s central theme, ‘Change what you don’t like’, is designed to motivate employees to become
agents of positive change and spread the culture of volunteering across the larger organisation. CRISIL
collaborates with non-governmental organisations in Chennai, Gurgaon, Mumbai and Pune to achieve its
objectives.

Impact And Outreach

CRISIL RE planted

10,050
trees across Chennai,
Gurgaon, Mumbai and Pune.

CRISIL RE has conducted door-to-

door awareness and clean-up drives in
communities and beaches, with

51,600 CRISIL senior leaders volunteer for

kgs of garbage being cleaned across CRISIL RE
the 4 cities.

Employees engaged

1,361
CRISIL RE also strives to a) constructively
engage employees through workshops on
upcycling to create home gardens, and (b) teach
children/young relatives of employees to value
the environment. The programme thrives on Family and friends engaged
wholehearted participation of CRISIL employees
along with their families, friends and relatives. 378
Total hours volunteered

6,810
28
Good Corporate Joy of Giving

Practices Through the Joy of Giving initiative in October 2015,

The CRISIL Foundation believes in following CRISILites raised Rs. 462,980 in monetary donations
good corporate practices to sustain and drive the to fulfil wishes of the marginalised communities;
programme. Hence, Mein Pragati is customer Rs. 1,76,144 by patronising NGO product stalls; and
oriented. An independent third-party impact made several donations in kind at the onset of the
assessment, a tab-based application to support festive season.
CRISIL Mitras while they conduct workshops and
collect data, and Voice of Customer have been key to
successful implementation of the programme. Partnerships
Technology-based project management: The
Foundation has developed an android-based Having estabilised Mein Pragati, we now want to
mobile application (app), Mein Pragati, for project share our knowledge, scale up our community
management. CRISIL Mitras currently use the app outreach, develop capability building programmes for
to record socio-economic information on individual multiple target segments, and evangelise the cause
participants. The application processes this data to of financial capability building among our peers. In
generate individual financial health cards. addition to running Mein Pragati in its existing form
in Assam, we are exploring collaborations either as
Independent third-party impact assessment: implementation or knowledge partners. Through
The Foundation believes that impact assessment these partnerships, we will adapt our existing
is paramount to project evaluation. Hence, modules to positively impact project affected people,
after a rigorous selection process, KPMG has urban poor and youth from economically weaker
been appointed to perform independent impact sections.
assessments over a three-year period. This exercise
will be completed in three phases – Phase I includes Partnership with Reliance Foundation
baseline assessment (2015), Phase II will have CRISIL Foundation entered into a knowledge
midline assessment in (2016) and Phase III an end- partnership with Reliance Foundation to develop an
line assessment (2017). urban financial literacy programme, ‘Seekhate Hum,
Badhate Hum’. We conducted extensive field visits
and preliminary research with Reliance Foundation
Disaster Response within pockets categorised as economically weaker
sections, in Mumbai. With insights into informal
structures within the social fabric, we adapted our
Nepal Earthquake Relief, May 2015
existing facilitation modules to help participants
In May 2015, employees opened their hearts and assess risks related to sources of debt (especially
wallets to support rehabilitation to victims of the those traditionally considered reliable) and
earthquake in Nepal and north India. Employees investments; understand the power of compounding
donated one day’s salary, contributing Rs. 12,45,979. and monthly saving deposits; and emphasise timely
CRISIL matched this donation, making a total premium payments. After extensive pre-testing,
contribution of Rs. 25,00,000 to CARE India, in CRISIL Foundation developed a participatory training
support of relief efforts. toolkit, and trained Master Trainers from among
marginalised communities. The project is set to
Chennai Flood Relief, December 2015 empower more than 500,000 women from such
communities in Mumbai, making them financially
In December 2015, CRISIL Foundation made a literate by 2017.
second appeal to CRISILites, this time to support
disaster recovery in Chennai, following the floods.
Employees donated Rs. 17.86 lakhs through
voluntary payroll deductions. CRISIL contributed
twice the amount, donating Rs. 33 lakhs and
making a total contribution of Rs. 50 lakhs to Hope
Foundation, which is working at ground zero,
to support rehabilitation in the city. CRISILites
in Chennai also supported Hope Foundation in
distributing relief kits to 251 families whose houses CRISIL RE volunteers
had been damaged beyond repair. in action at Chennai

29
 Diversity of People
and Culture
2015 at a Glance
FALCONS win the SME Case
Study Contest
Employees showcase their talent
at the GAC annual awards night
Feiya Zhao, Research Analyst,
CRISIL GR&A addresses the
gathering

SME Ratings organises a contest titled

Mergers and Acquisitions (M&A)
– Case Study Analysis.Teams of The CRISIL Global Analytical Centre
analysts scrutinise recently concluded (GAC) team celebrates the Annual
M&A deals and exhibit their analytical Awards night themed GAC’s Got
skills by discussing various aspects Talent. The award categories spread
of the deals, including the pre-merger across Analytical and Data verticals of
scenario, synergy benefits from the Taking a break from financial models GAC and cover multiple areas such
merger, and post-merger performance and data analysis, the CRISIL GR&A as client delight, productivity, quality
of the organisation. ‘Falcons’ win the team in China celebrates Chinese among others breakthrough initiatives
contest; ‘Phoenixes’ come in second. New Year with gusto and fun. and a special management category.

January February March

The CRISIL team ready Maya Vengurlekar, COO, CRISIL Women power @ China
for Powai Run Foundation at the CRISIL RE launch

CRISIL GR&A Team in China

130 CRISILites participate in the 4th CRISIL Foundation launches CRISIL celebrates Women’s Day, in honour of
edition of Run Powai Run, the annual RE, its employee volunteering its women employees, who constitute
marathon organised by The Rotary programme that focuses on more than 60% of the employee
Club. environment conservation. strength in China.

30
 Satish Ramchandani, Director,
Corporate Finance, CRISIL, (3rd
from left) receives the award

(3rd from left) Ashu Suyash

and Raj Kaza (4th from left),
President, HR with the Seventh
PUMA Girls win Satish Ramchandani, Director, CCAP Batch
the CCL 2015 Corporate Finance, CRISIL, wins the
prestigious Institute of Chartered
Accountants of India (ICAI) Award
(2014), for ‘Chartered Accountant Chief
Financial Officer (CA CFO) – Financial
Sector’ category.

CRISIL’s China office receives ISO

27001:2013 certification (an information
security standard).
Nearly 400 CRISILites participate in CRISIL convenes the Convocation
The CRISIL Cricket League (CCL) CRISIL GR&A China team organises Ceremony for the Seventh Batch
2015. GAC Whacks (boys’ team) and a surprise study-break party for all of the CRISIL Certified Analyst
PUMA Girls (girls’ team) emerge as CRISILites appearing for the Certified Programme (CCAP) in Mumbai; 33
winners. Financial Analyst (CFA) examinations. CCAPians graduate.

April May June

Team FC Porto wins V. Srinivasan, Business Head, Nadir Bhalwani, Director,
Advisory Super League CRISIL Ratings, SME (on right) CRISIL (on right) receives the
felicitates the 2014 Gold Ace award from Devanshu Desai, VP
award winners and Chief Information Security
Officer, Angel Broking

CRISIL Infrastructure Advisory kicks

off the first season of the quarterly
Advisory Super League football
tournament with a unique shortlisting CRISIL organises felicitation
method of retaining one player in each ceremony for the employee who won Nadir Bhalwani, Director, Corporate
team from the earlier season and the Gold Ace, a highly prestigious Technology, CRISIL receives the
selecting the rest of the team through award instituted by Standard & Poor’s. prestigious Top 100 CISO Award
a lottery system. FC Porto takes home from Devanshu Desai, VP and Chief
the winner’s trophy. Information Security Officer, Angel Broking.

CRISIL GR&A’s flagship competitive

intelligence product CI360 wins the
prestigious CI: PHER Award 2015 for
the ‘Most Innovative Tool/Software’
at the CiMi.CON Evolution 2015
conference in Berlin.
31
Diversity of People
and Culture
2015 at a Glance

Employees participate
in various interactive
CRISIL leadership team activities The winning team, Victorious
kicks-off the Strategy Secret at the inter-CCAPian
initiative Football Premier League

The GAC team organises compliance

awareness training by incorporating
CRISIL launches Strategy Jam, various innovative activities such as CRISIL organises the first season of
an organisation-wide initiative crossword puzzles, quizzes, wheel-of- the CCAPian (CRISIL Certified Analyst
encouraging employees to contribute fortune game etc. Even while boosting Programme) Football premier league.
ideas that can help define the compliance awareness, the sessions About 70 CCAPians across batches
organisation’s future strategic direction. are interactive and enjoyable. participated in the tournament.

July August September

CRISILites get ready for Coalition team at Mumbai proudly The Polish team after the
the badminton game gathers for a group photo football tournament

CRISIL organises a badminton CRISILites proudly celebrate India’s CRISIL GR&A participates in
tournament for employees and their 69th Independence Day across an electrifying interteam football
spouses, at the Wedoo Sports Centre locations in India and globally. tournament in Wroclaw,Poland.
in Hangzhou, China.

Priti Arora, Business Head, GAC

launches Way We Work (W W W)
programme at GAC’s town hall.
W W W is a lean management system
to bring in a culture of empowerment
at all levels, better communication and
efficiency.

32
 (2nd from left) Ramraj Pai,
President, CRISIL Foundation
with Ashu Suyash and
V. Srinivasan at the tree plantation
drive

Ashu Suyash joins CRISIL senior

leaders to volunteer for a tree
plantation drive organised by the
The elated HR team after CRISIL Foundation in Bhiwandi, Thane.
winning CRISIL’s Got Talent
Employees enjoy year-end
Halloween celebration in party in Argentina
CRISIL China Office

CRISIL organises ‘CRISIL’s Got

Talent’, a unique organisation-wide
competition, to give CRISILites an
CRISIL China team celebrates opportunity to showcase their talent CRISILites in Buenos Aires (Argentina)
Halloween with great enthusiasm and and creativity in drama, comedy, along with their families get together
fun. musical recital or poetry recital. for a year-end party.

October November December

Employees pick a wish and Divya Chandran, Manager, (Left – right) Dr. Nachiket Mor
pledge to fulfil it CRISIL Ratings (right), receives (CRISIL Board Member) and
the Best Analyst award from Ashu Suyash with Mein Pragati
Ashu Suyash participants

CRISIL Foundation launches the

two week long Joy of Giving initiative
encouraging donations from CRISILites CRISIL Ratings hosts the second
for the underprivileged. season of the Best Analyst contest CRISIL Board member Dr. Nachiket
to test analytical prowess of its Mor and Ashu Suyash visit the
analysts. Morigaon and Nolbari districts
in Assam, to get an on-ground
experience of the CRISIL Foundation’s
Mein Pragati initiative.

33
 3700+ employees.
8 countries.
Deep expertise.

Operating from 8 countries across

4 continents, CRISIL’s strong and inclusive
workforce is a confluence of 28 different
nationalities...
US Poland Singapore

China
Argentina UK India

Hong Kong

114 55 54

67 04
3321

136 02

Employees
per country

34
 Powering diversity
of thought
and ideas.

...with diverse educational ...across gender and

background... age groups.

Male
65.7%
Gender
s
st Graduate

aduates

*
Others*

feMale
34.3%
Gr
Po

AGE

<30 yrs 30-40 yrs >40 yrs

5% 31% 64% 57.5% 37.5% 5%

** Others includes (CAs, CFAs, PHDs) *As of December 31, 2015

35
 Board of
Directors

Mr. M. Mr. Douglas L. Mr. John Mr. Yann

Damodaran Peterson Francis Le Pallec
Callahan Jr.

Dr. Nachiket Ms. Vinita Ms. Ashu Mr. H. N.

Mor Bali Suyash Sinor

Mr. Ravinder
Singhania

36
1. Mr. Douglas L. Peterson in a similar capacity and continued till 2008. After a career spanning several
(Chairman) September 30, 2015. regulatory and developmental
assignments in the state of Tripura,
Mr. Peterson is the President and He is also an Independent Director
he was appointed as its Chief
Chief Executive Officer of McGraw on the Boards of a few companies
Secretary in 1992, the youngest ever
Hill Financial since November and trustee of a few Foundations.
in the country to hold such a position
2013. He joined the Company
in the State Government. Thereafter,
in September 2011 as President
he worked as Joint Secretary in the
of Standard & Poor’s Ratings 3. Dr. Nachiket Mor
Ministry of Finance, Banking Division.
Services. Prior to joining McGraw Hill (Director)
During his tenure at SEBI, he was
Financial, Mr. Peterson was with the
Dr. Mor is a Yale World Fellow elected Chairman of 80-member
Citigroup for 26 years.
and a Fellow at Oxford University. Emerging Markets Committee of
Mr. Peterson is co-chairman of the He has a doctorate in Economics the International Organisation of
World Economic Forum’s Global from University of Pennsylvania, Securities Commissions (IOSCO).
Strategic Infrastructure Initiative and a Post Graduate Diploma in He is known for turning around the
and co-chairs the Bipartisan Management from the Indian Institute ailing Unit Trust of India and Industrial
Policy Centre’s CEO Council on of Management, Ahmedabad. He is Development Bank of India. As
Infrastructure. He serves on the the India Country Director for the Bill SEBI Chairman, Mr. Damodaran
Boards of Directors of McGraw and Melinda Gates Foundation and brought improved practices to India’s
Hill Financial, the Federal Deposit a member of the Boards of Reserve securities market.
Insurance Corporation’s Systemic Bank of India (RBI), National
He is presently Advisor and Chief
Resolution Advisory Committee, the Bank for Agriculture and Rural
Representative in India for the
Institute of International Finance’s Development (NABARD), Micro
ING Bank of Netherlands and an
Market Monitoring Group, the Boards Units Development and Refinance
Independent Director on Boards of
of Advisors of Wharton Financial Agency (MUDRA), and CRISIL. He is
some of India’s leading companies.
Institutions Centre, the Partnership a member of the Health Commission
He is the founder of Excellence
for New York City and the Kravis for Himachal Pradesh; the
Enablers Private Limited, a
Leadership Institute, and the Boards Government of India’s Task Force
Corporate Governance Advisory
of trustees of Claremont McKenna on Primary Healthcare Delivery; and
firm that focuses on improvement
College and the Paul Taylor Dance the Task Force on Global Health at
of Board performance. He is the
Company. the National Academy of Medicine
Chairman of Glocal Healthcare
in Washington DC. He worked in
He holds an MBA degree from the Systems, a pioneering pan-India
ICICI from 1987 to 2007 and was a
Wharton School at the University of effort to provide quality healthcare
member of its board of directors from
Pennsylvania and an undergraduate at affordable costs to Indians in
2001 to 2007. From 2007 to 2011,
degree in mathematics and history at the underserved rural areas. He is
he served as the founding president
Claremont McKenna College. the Chairman of the Government
of the ICICI Foundation and during
of India constituted Task Force
this period was also the Chair of the
for setting up the Resolution
2. Mr. H. N. Sinor Governing Council of IFMR Trust and
Corporation of India. He was the
(Director) Board Chair of FINO. During 2013-
Chairman of Ministry of Corporate
14, he served as the chair of the
Mr. Sinor has spent over four Affairs Committee for Reforming the
RBI Committee on Comprehensive
decades in banking. Starting his Regulatory Environment for doing
Financial Services for Small
career in 1965, he has worked Business in India. He is the founder
Businesses and Low-Income
in the Central Bank of India, the Chairman of the Society and
Households. He has also served on
Union Bank of India and the ICICI Board of Governors of the Indian
the Boards of Wipro, the Azim Premji
Bank from where he retired in Institute of Management (IIM),
Foundation, and the Fixed Income
May 2003. During his long career, Tiruchirappalli.
Money Market and Derivatives
he worked in various capacities
Association of India in the past.
in both public and private sector
banks. He was Managing Director 5. Ms. Vinita Bali
and CEO of ICICI Bank from July (Director)
1997 to March 2002, and after the 4. Mr. M. Damodaran
(Director) Ms. Bali is a global business leader
merger of ICICI with ICICI Bank,
with extensive experience in leading
became its Joint Managing Director Mr. Damodaran was a member of the large companies both in India and
till his superannuation. Thereafter, Indian Administrative Service (IAS), overseas. She has worked with
he joined the Indian Banks’ Manipur-Tripura cadre, since 1971, eminent multinationals such as The
Association as its Chief Executive and had held a number of important Coca-Cola Company and Cadbury
where he was the spokesperson positions in both the Central and State Schweppes Plc in a variety of
for the banking industry from June Governments and in India’s financial marketing and general management
2003 to 2008. sector, before demitting office as roles in the UK, Nigeria, South Africa,
In February 2010, he joined Chairman, Securities and Exchange Chile and the US, in addition to
Association of Mutual Funds in India Board of India (SEBI) in February, Britannia Industries Ltd. in India.

37
Effective April 2014, Vinita is pursuing 7. Mr. John Francis Callahan Vice Chairman of the Asia Pacific
her interests in the corporate and (Director) Committee of the American Bar
development sectors through a Association.
Mr. Callahan is Executive Vice
portfolio of roles and responsibilities.
President and Chief Financial Officer He holds a Bachelors’ degree in
She is a Non-Executive Director
for McGraw Hill Financial since Commerce and Law from Sri Ram
on the global boards of Syngenta
December 2010. In addition, he is College of Commerce and Campus
International AG, Smith & Nephew
responsible for managing investor Law Centre, Delhi University,
Plc, Chairman of Global Alliance for
relations, strategy and corporate respectively. He is admitted to
Improved Nutrition (GAIN) and on the
development. practice law in India as an Advocate
Advisory Board of Cornell University’s
Department of Nutritional Science. and as a Solicitor of the Supreme
Mr Callahan was the Executive Vice
She also serves as a non-executive Court of England and Wales.
President and Chief Financial Officer
director on the boards of several of Dean Foods Company from 2006
companies in India – CRISIL Ltd., to 2010. He had earlier spent a
Titan Industries Ltd., and Kasturi & 9. Ms. Ashu Suyash
decade with PepsiCo as the Senior
Sons Ltd; and is a Member of the (Managing Director & Chief
Vice President of Corporate Strategy
Board of Governors of Indian Institute Executive Officer, CRISIL)
and Development for PepsiCo,
of Management - Bangalore. Chief Financial Officer for Frito Ms. Suyash is responsible for
Vinita is among 27 global leaders Lay International, and Senior Vice CRISIL’s domestic and global
appointed by the UN to help improve President of Strategy and Planning businesses, leading its efforts
maternal and child health as part at Frito Lay North America. Before to deliver high-quality analyses,
of its SUN (Scaling up Nutrition) joining PepsiCo, he held various opinions and solutions to a rich and
initiative. She has been recognised positions at The General Electric diversified client base including large
in national and international fora Company and McKinsey & Company. corporations, small enterprises,
and has won several awards for her He served as a member of the Board investors, financial institutions,
various contributions to business. of Directors of Metro PCS from 2008 governments and policymakers.
– 2013 until its merger with T-Mobile
She has over 28 years of experience
US. He was a member of the Audit
in the financial services sector. Prior
6. Mr. Yann Le Pallec Committee.
to joining CRISIL, she served as
(Director) Mr. Callahan holds an undergraduate the Chief Executive Officer of L&T
Mr. Pallec is Global Practice Leader degree from Yale University and an Investment Management Ltd. and
for Corporates and Infrastructure and MBA from The Amos Tuck School at L&T Capital Markets Ltd. Earlier,
Executive Managing Director, Standard Dartmouth College. Ms. Suyash was the Managing
& Poor’s Ratings Services in EMEA. Director & Country Head of Fidelity’s
Based in Paris, Yann is responsible Indian asset management business.
for Standard & Poor’s market-leading 8. Mr. Ravinder Singhania She has also worked with Citibank
credit ratings business in EMEA, which (Alternate Director to India for 15 years holding several
covers more than 1,000 companies, Mr. Douglas L. Peterson) key positions across the Consumer,
financial institutions, insurers, public Corporate and Investment Bank.
Mr. Singhania is the Managing
sector entities and sovereigns in Over the years, Ms. Suyash has
Partner of Singhania & Partners,
the region, as well as some 8000 been recognised among the Top 50
Advocates & Solicitors with an
structured transactions. He is also Women in business in India and in
experience of more than 20 years in
a member of the Standard & Poor’s Asia by various publications.
legal field. He has been consistently
Executive Committee. rated as India’s top corporate M&A, She is on the Advisory board of
Yann leads a team of over 500 ratings dispute resolution and project finance Chartered Institute for Securities &
analysts and support staff operating lawyer. He currently serves on the Investment and PFRDA’s Pension
from 12 offices: Paris, London, Boards of Indian subsidiaries of Advisory Committee. Ms. Suyash
Frankfurt, Madrid, Milan, Moscow, several multinational companies’ has a keen interest in the education
Stockholm, Dubai, Johannesburg, Tel such as National Instruments, sector and is associated with the
Aviv, Istanbul and Warsaw. American Bureau of Shipping, etc. Board of Studies at NMIMS, with N M
He is a member of the Law Society of College and is on the advisory board
Yann has occupied various England & Wales, Chartered Institute of Aseema Charitable Trust, an NGO
managerial and analytical positions of Arbitrators, London as well as the with a mission to provide education to
in the insurance, sovereign & public Supreme Court Bar Association. He the underprivileged children.
sector groups and was Head of is a consultant to the World Bank and
EMEA Corporate and Government the Organisation for Economic Co-
Ratings before his current role. Prior Operation and Development. He is
to joining S&P in 1999, he was a a governing body member of Indian
Senior Manager with Paris-based Council of Arbitration, a Co-Chairman
audit firm Salustro Reydel. of Law & Justice Committee of
Yann holds a master’s degree in PHD Chamber of Commerce and
Business from Ecole Supérieure also a Board member of TerraLex,
des Sciences Economique et Inc, a global network of law firms
Commerciales in France. with more than 17,000 attorneys
in 100 countries. He is the former

38
Senior Management:
Ms. Ashu Suyash Managing Director & Chief Executive Officer, CRISIL
Mr. Raman Uberoi Business Head - CRISIL Ratings, Large Corporates and President, Corporate Affairs
Mr. Subodh Rai Business Head - CRISIL Ratings, Mid-Corporates
Mr. V. Srinivasan Chief Strategy Officer and Business Head - CRISIL Ratings, SME
Mr. Pawan Agrawal Chief Analytical Officer - CRISIL Ratings
Mr. Gurpreet Chhatwal Global Head of Risk and Analytics - CRISIL GR&A
Ms. Suprabha A. D. Global Head of Research - CRISIL GR&A
Mr. Pankaj Jain Global Head of Sales - CRISIL GR&A
Mr. Stephane Besson Chief Executive Officer, Coalition
Mr. Manish Jaiswal Business Head - CRISIL Research and CRISIL Risk Solutions
Mr. Sameer Bhatia President - CRISIL Infrastructure Advisory
Ms. Priti Arora Business Head - CRISIL Global Analytical Centre
Mr. Ramraj Pai President - CRISIL Foundation
Mr. Rajasekhar Kaza President - Human Resources
Ms. Paras Nayyar Senior Director - Corporate Strategy & New Initiatives
Mr. Amish Mehta Chief Financial Officer

Committees of the Board:

1) Audit Committee 2) Nomination and Remuneration 3) Stakeholders’ Relationship
Committee Committee
Mr. M. Damodaran, Chairman
Mr. H. N. Sinor, Chairman Mr. M. Damodaran, Chairman
Mr. H. N. Sinor
Ms. Vinita Bali Mr. Yann Le Pallec
Dr. Nachiket Mor
Mr. Douglas L. Peterson Ms. Ashu Suyash
Mr. John F. Callahan Jr.

4) Corporate Social Responsibility 5) Investment Committee

Committee
Ms. Vinita Bali, Chairperson
Dr. Nachiket Mor, Chairman
Mr. M. Damodaran
Ms. Vinita Bali
Mr. John F. Callahan Jr.
Ms. Ashu Suyash
Ms. Ashu Suyash

Company Secretary Statutory Auditors Solicitors

Ms. Minal Bhosale S. R. Batliboi & Co. LLP, Wadia Ghandy & Co.
Chartered Accountants

Bankers Share Transfer Agent Registered Office

ICICI Bank Limited Karvy Computershare Pvt. Ltd. CRISIL House,
Andhra Bank Unit : CRISIL Ltd. Central Avenue,
Citibank N.A. Karvy Selenium Tower B, Plot 31-32, Hiranandani Business Park,
HDFC Bank Limited Gachibowli Financial District, Powai, Mumbai 400 076
Deutsche Bank Nanakramguda, Hyderabad 500 032 Phone No.: 022 3342 3000
Email : [email protected] Fax. No.: 022 3342 3810
Phone No.: +91 40 6716 1500
Toll Free No.: 1 800 34 54 001
Fax No.: +91 40 6716 1567

39
Directors'
report

40
STATUTORY REPORTS | DIRECTORS’ REPORT

DIRECTORS'
REPORT

Dear Member,

The Directors are pleased to present to you the 29th Annual Report of CRISIL Limited, along with the audited accounts, for the
year ended December 31, 2015.

FINANCIAL PERFORMANCE
A summary of the Company’s financial performance in 2015:

(Rs. in Crore)

Particulars Consolidated Standalone

2015 2014 2015 2014
Total income for the year was 1,423.16 1,277.07 1000.70 935.41
Profit before depreciation, exceptional item and 442.82 412.17 349.38 331.31
taxes was
Deducting depreciation of 37.12 36.12 24.03 23.92
Profit before tax was 405.70 376.05 325.35 307.39
Deducting taxes of 120.55 107.62 103.35 91.88
Profit after tax was 285.15 268.43 222.00 215.51

The proposed appropriations are:

Dividend 163.77 142.48 163.77 142.48
Corporate dividend tax 33.60 27.21 33.60 27.21
General reserve 22.20 21.55 22.20 21.55
Balance carried forward is 65.58 77.19 2.43 24.27

The financial statements of the Company have been prepared stipulated by the Accounting Standards in preparation of the
in accordance with the Generally Accepted Accounting Annual Accounts. Accounting policies have been consistently
Principles in India (Indian GAAP) to comply with the Accounting applied except where a newly issued accounting standard,
Standards notified under Section 211 (3C) of the Companies if initially adopted or a revision to an existing accounting
Act, 1956 (which continue to be applicable in respect of standard requires a change in the accounting policy hitherto
Section 133 of the Companies Act, 2013 in terms of applicable in use. Management evaluates all recently issued or revised
rules of The Companies (Indian Accounting Standards) Rules, accounting standards on an ongoing basis. The Company
2015) and the relevant provisions of the Companies Act, 1956 discloses consolidated and standalone financial results on
/ Companies Act, 2013, as applicable and guidelines issued a quarterly basis of which standalone results are subjected
by the Securities and Exchange Board of India (“SEBI”). to limited review and publishes consolidated and standalone
There are no material departures from the prescribed norms audited financial results on an annual basis.

41
CRISIL Limited Annual Report 2015

a) Consolidated operations Balance of Reserve at the 113.37 113.37

Revenue from the consolidated operations of your Company beginning of the year
for the year was Rs. 1,423.16 crore, 11% higher than Transfer to General 22.20 22.20
Rs. 1,277.07 crore in the previous year. Overall operational Reserve
Transfer to Capital (0.05) (0.05)
expenses for the year were Rs. 1,017.46 crore, against
Redemption Reserve
Rs. 901.01 crore in the previous year. Operating Profit
Used towards buy back of (3.65) (3.65)
(EBITDA) improved to Rs. 442.82 crore, against Rs. 412.17 equity shares
crore, in the previous year. Profit after Tax for the year at Balance of Reserve at 131.87 131.87
Rs. 285.15 crore, 20% of revenue, was higher by 6% over the end of the year
Rs. 268.43 crore, 21% of revenue, in the previous year.
BUYBACK OF SHARES
b) Standalone operations
During year, the Company had sought the approval
Revenue from the standalone operations of your Company for
of shareholders to buy-back its own fully paid equity
the year was Rs. 1,000.70 crore, 7% higher than Rs. 935.41
shares of Re. 1/- each (“Equity Share”), through the
crore in the previous year. Overall operational expenses for
stock exchange mechanism prescribed under the
the year were Rs. 675.35 crore, against Rs. 628.02 crore
Securities and Exchange Board of India (Buy-back of
in the previous year. Operating Profit (EBITDA) improved to
Securities) Regulations, 1998 (“Buy-back Regulations”)
Rs. 349.38 crore, against Rs. 331.31 crore, in the previous
and the Companies Act, 2013 (“Act”), for an amount not
year. Profit after Tax for the year at Rs. 222.00 crore or 22%
exceeding Rs. 102 crore (Rupees One Hundred and two
of revenue, was 3% higher than Rs. 215.51 crore or 23% of
crore only) (hereinafter referred to as the “Maximum
revenue, in the previous year.
Offer Size”), (being less than 15% of the total paid-
A detailed analysis on the Company’s performance, both up equity capital and free reserves of the Company
consolidated and standalone, is included in the “Management’s as per last standalone audited balance sheet as on
Discussion and Analysis” Report, which forms part of this December 31, 2014), at a price not exceeding Rs. 2,310/-
Annual Report. (Rupees Two Thousand Three Hundred and Ten only)
per Equity Share (hereinafter referred to as the “Buy-
DIVIDEND back”) from the open market through BSE Limited and the

The Directors recommend for approval of the members at the National Stock Exchange of India Limited in accordance

Annual General Meeting to be held on April 19, 2016, payment and consonance with the provisions contained in the Act

of Final Dividend of Rs. 7 per equity share and Special Dividend and the provisions contained in the Buy-back Regulations.

of Rs. 3 per equity share of face value of Re. 1 each for the
The Company conducted a postal ballot seeking the
year under review. During the year, the Company paid three
approval of the shareholders for buy-back of shares. The
interim dividends, first two interim dividends of Rs. 4 each
result of the postal ballot was declared on June 15, 2015.
and the third interim dividend of Rs. 5 per equity share of face
The votes cast in favour of the resolution for the buy-back
value of Re. 1 each. The total dividend for the year works out to
were 99.98% of the total valid votes polled and the special
Rs. 23 per share (including a Special Dividend of Rs. 3 per
resolution for buy-back was thus passed with requisite
share) on a face value of Re. 1 per share in 2015 as against
majority.
Rs. 20 per share (including a Special Dividend of Rs. 4 per
share) on a face value of Re. 1 per share in the previous year. The Buy-back commenced from July 2, 2015. The
Company bought back 5,11,932 equity shares for a total
TRANSFER TO RESERVES consideration of Rs. 101.98 crore at an average price of

The appropriations for the year are: Rs. 1,992.02 per share. In terms of the Buy-back

(Rs. in Crore) Regulations, after expending 99.98% of the total approved

amount of Rs. 102 crore towards the Buy-back, the Buy-
Particulars Consolidated Standalone
back was closed on July 14, 2015.
Year Ended
December 31, 2015
The equity share capital of the Company before the Buy-
Net profit for the year 285.15 222.00
back was 7,14,50,520 equity shares of Re. 1 each and after

42
STATUTORY REPORTS | DIRECTORS’ REPORT

extinguishment of 5,11,932 equity shares, the equity share REVIEW OF OPERATIONS 2015
capital of the Company was 7,09,38,588 equity shares of
A. Ratings
Re. 1 each.
Highlights
INCREASE IN ISSUED, SUBSCRIBED AND
PAID-UP EQUITY SHARE CAPITAL • Announced 3,312 new Bank Loan Ratings (BLRs)
during the year; total BLRs outstanding exceed 13,776
During the year, the Company issued and allotted 3,63,980
Assigned over 16,000 SME ratings during the year
equity shares of the Company to eligible employees on
exercise of options granted under Employee Stock Option • Conducted a series of high profile franchise activities
Schemes of the Company. At the end of the year, the issued, during the year that received wide coverage in media
subscribed and paid–up capital of the Company at the end of and were also well appreciated by our stakeholders
the year was 7,12,09,103 equity shares of Re. 1 each.
• Provided enhanced support through Global Analytical
The movement of share capital during the year was thus,
Centre (GAC) to Standard & Poor’s Ratings Services
as under:
by expanding Risk and Regulatory support; further
Particulars No. of shares Cumulative engaged with other MHFI businesses that included
allotted / outstanding deepening support for Platts
(extinguished) capital
(No. of shares
Business environment
of FV Re. 1
each) India’s economic and business environment remained
Capital at the beginning - 7,13,57,055 subdued during 2015 due to weak investment demand and
of the year i.e. as on
delay in decision-making by corporates. However, growth
January 1, 2015
has picked up pace on the back of a modest recovery in
Allotment of shares to 93,465 7,14,50,520
employees on exercise consumption and increased government spending. We
of options granted under expect GDP growth to be ~7.4% in FY16 on account of
Employee Stock Option moderate improvement in capacity utilisation rates. However,
Scheme, 2011 and
revival of private investments is expected only by the second
Employee Stock Option
Scheme, 2012 half of next fiscal. Also, the Seventh Central Pay Commission
Extinguishment of shares (5,11,932) 7,09,38,588 pay-outs could be an additional booster for consumption and
consequent to buy back growth in the next fiscal.
Allotment of shares to 2,70,515 7,12,09,103
employees on exercise Credit growth of India’s banking sector remained muted
of options granted at 11.1% year-on-year (y-o-y) as of December 2015. Poor
under Employee Stock
monsoon, muted investments, weak working capital demand,
Option Scheme, 2011,
Employee Stock Option rising risk aversion owing to deteriorating asset quality of
Scheme, 2012 and public sector banks, and an increase in cheaper funds raised
Employee Stock Option via commercial papers slowed credit offtake. We expect a
Scheme, 2014
gradual pick-up in banks’ credit towards the end of FY16,
Capital at the end of - 7,12,09,103
the year i.e. as on driven by a rise in retail loans, public sector investments and
December 31, 2015 finance requirements of small scale enterprises. Overall,

SME ratings focused on newer

geographies such as the north-
east region and also added new
clients from the interiors of
north and south India

43
CRISIL Limited Annual Report 2015

banking sector credit growth is projected to increase to is carrying out extensive outreach initiatives to enhance
11-12% by March 2016 vis-à-vis ~10% in FY15. awareness about the benefits of ratings, and to increase
banks’ acceptance of CRISIL’s SME ratings. We believe
The capital market witnessed an increase in activity in the third these efforts will positively impact the business.
quarter of the year due to falling interest rates in line with easing
policy rates. However, base rates of banks saw much weaker Operations
transmission; issuances were primarily driven by refinancing
CRISIL Ratings maintained its market leadership in 2015
of debt and not by the need for capital investment. Hence the
backed by strong performance in its bond ratings, bank loan
bond market which saw a big leg up in quarter three was again
ratings and SME ratings businesses. CRISIL announced
subdued in the last quarter. We believe the Reserve Bank of
3,312 new BLRs and 16,000 SME ratings during the year.
India (RBI) will keep policy rates unchanged for the rest of this
It has, to date, assigned more than 13,776 BLRs and over
fiscal unless inflation surprises on the downside. Additionally,
91,000 SME ratings/assessments. This year, SME ratings/
the RBI is addressing the issue of weak transmission of its
assessments were focused on newer geographies such
repo rate cuts in to lending rates of banks by fixing banks’ base
as the northeast region of the country. The SME business
rate determination methodology on marginal cost of funds from
added new clients from the interiors of north and south India.
April 2016. We believe that growth in capital market issuances
will be linked to the pace of change in lending rates of banks In 2015, CRISIL Ratings rated various innovative instruments
and investment demand pick-up. in the corporate bond and securitisation market. We
rated a partially-guaranteed debenture issue of a passive
In 2015, CRISIL’s BLR business witnessed a muted growth infrastructure special purpose vehicle (SPV). We assigned
due to weak credit offtake in the manufacturing sector and the first highest-safety rating for a future-flow securitisation
intensified competition. These factors adversely impacted of an interstate transmission service project. We also
average realisations. While pricing pressures are likely to assigned rating on the borrowings of chit funds for the
continue, expectation of a pick-up in credit growth in 2016 first time. In another unique example, CRISIL rated pass-
could result in an improvement in the BLR market. through certificates that were backed by receivables from
both retail as well as corporate loans, instead of them being
SME Ratings were impacted due to reduced budgetary
usually backed only by securitised retail loans. All the above
support by Government of India under the NSIC –
innovations were well received by the market, and are seen
Performance & Credit Rating Scheme. However, CRISIL
as significant milestones in deepening of the corporate bond
continues to serve small and medium enterprises (SMEs)
market in India.
without subsidy from the government and there has been an
uptick in volumes in second half of 2015 due to enhanced CRISIL Ratings continued to conduct regular outreach
efforts taken to scale the business. The outlook for the SME programmes aimed at providing insights on credit issues
sector remains positive, supported by favourable policy to investors and other market participants. The outreach
changes and initiatives such as MUDRA Bank, Make in programmes included opinion pieces, bankers’ meetings,
India, Digital India and Smart Cities. Furthermore, CRISIL investor discussion forums, web-conferences, and newsletters.

CRISIL rated various innovative

instruments in the corporate
bond and The securitisation
markets, including a partially
guaranteed debenture issue of
a passive infrastructure SPV, a
future-flow securitisation of an
interstate transmission service
project, among others

44
STATUTORY REPORTS | DIRECTORS’ REPORT

CRISIL Ratings held the 3rd edition of its annual bond B. Research
market seminar titled ‘New Templates to Fund Growth’,
B.1. Global Research & Analytics (GR&A)
which focused on innovation in India’s corporate bond
market. We organised an investor discussion forum on the Highlights
power sector to address some of the crucial industry issues
• Financial Research and Risk & Analytics built a
faced by both corporates and lenders. Our analysis was
strong base across business segments driven by new
well received by all stakeholders including regulators and
opportunities arising out of the changing regulatory
policy makers.
environment
Some high-impact franchise activities during 2015 included
• Risk & Analytics vertical registered strong business
web-conferences on loan against property market, road
growth with addition of new customers and substantial
sector, real estate market, apart from press releases on
expansion with existing clients
banking sector, telecom sector, etc. We also launched
Credit Conversations, a bi-monthly newsletter that highlights
• In Corporate Research, the twin focus of new analytics
noteworthy developments in the credit space. This publication
solutions and strengthening our relationship with
received appreciation from our key stakeholders including
existing client accounts helped drive new business
clients and investors.
• Coalition continued its tradition of product innovation,
GAC continued to work closely with S&P, growing in new
and has entered the Transaction Banking and Security
areas such as risk management and regulatory support,
Services industries to complete its offering to Corporate
including model validation and documentation support
& Investment Banks
while increasing the level of integration with S&P teams
globally. With the evolving global regulatory requirements, Business environment
GAC continued its focus on strengthening its internal
2015 was another year of subdued growth for the global
controls framework, in collaboration with S&P’s control
economy. As a result, the size of the investment banking
functions. GAC’s culture of continuous improvement has
industry has reached its lowest level since the global
created ongoing efficiency gains for S&P through lean
financial crisis of 2008-09 with fixed income products at the
management tools, work standardisation and process
same level as in 2005. Banks are also actively transforming
reengineering.
their front, middle and back-office activities to provide
GAC also expanded its support to the larger MHFI differentiated services, achieving cost efficiencies and
family, including increased support to Platts, a leading increasing productivity: This has resulted in a large portion
global provider of energy, petrochemicals, metals of the derivatives business being shifted to captives and
and agriculture information, and a premier source of other cheaper (cost-friendly) offshoring entities. On the
benchmark price assessments for those commodity brighter side, increasing regulatory changes have opened
markets. The focus this year was to grow beyond up newer opportunities for CRISIL GR&A, especially
traditional credit skills and enhance new and niche in the Risk & Analytics vertical as well as Coalition. The
areas including quantitative skills for S&P and product Coalition Index, which tracks the performance of the top
support for Platts. 10 global investment banks, is expected to decrease by

Global Analytical CentRE

expanded its support to the
MHFI group of companies,
including Platts, a leading
global provider of energy,
petrochemicals, metals and
agriculture information

45
CRISIL Limited Annual Report 2015

2%. It is a telling barometer of the performance of the shifted our focus from supporting Strategy and Marketing
global investment banking industry. In 2015, Fixed Income functions, where client spends are discretionary, to core
Currency and Commodities (FICC) revenues declined by functions of clients such as Operations and Sales. With
6% (following a 4% decrease in 2014). Revenues from this objective in mind, we have launched multiple new
equity products provided some relative relief with an services, where we expect to see traction in coming
increase of 12% (following a decrease of 5% in 2014), while years.
investment banking revenues from mergers & acquisitions,
and debt and equity markets decreased by 4% (following a Operations

growth of 11% in 2014). In Financial Research, we embarked on several initiatives

to accelerate growth, maximise value to clients, increase
In Financial Research, we have added clients across
sales effectiveness, optimise costs, and fortify our brand
business segments of buy-side, sell-side and credit risk.
globally – all of which has enhanced our competitiveness.
The majority of the incremental business has come from
We have significantly increased our market presence,
new areas and/or clients. There was excellent demand
which buoyed growth in a tough business environment.
for our services from buy-side, especially from traditional
We also undertook several thought leadership initiatives
managers, insurance companies and hedge funds. Our
targeting traditional active asset managers, insurance
sell-side business witnessed increasing demand from our
companies, hedge funds, investment banks and regulators
existing clients on change mandates driven by a tougher
across continents, which received excellent response
regulatory environment. Our Credit Risk business gained
and reinforced our position as an industry leader. Our
from new opportunities related to risk management from
global research centres continue to scale up, with Poland
financial institutions due to increased regulatory oversight
benefiting from regulation-driven-change mandates, and
globally.
China building on its growth momentum due to increased
The Risk & Analytics vertical continued to see good demand demand for Asia research support.
from banks in areas such as stress testing, model validation
and regulatory change initiatives. New regulations such as In Risk & Analytics, investments in previous years have put

the Fundamental Review of the Trading Book (FRTB) as us on an ideal footing to capitalise on the new requirements

well as increased demand for our services with banks and coming up in areas such as compliance analytics, counterparty

financial institutions in the areas of operational risk, credit credit risk and IFRS9 modelling etc. In the past year, we

risk, market risk, compliance analytics and risk infrastructure have been able to expand our business in all geographies

support have been growth drivers. Specific opportunities including Poland and Argentina with several key new project

such as the US DFAST/CCAR requirements continue to additions or expansion of existing client teams. We continue

drive banks to make investments in risk modeling and model to invest in our human capital with several training and other

validation. learning & development initiatives to keep up pace with the

ever-changing global regulatory requirements and client
In Corporate Research, we were faced with a challenging mandates.
business environment. Due to shrinking client budgets
and restricted spend, making inroads into new client In Corporate Research, we introduced new analytics
accounts was a challenge. This necessitated increased solutions and ensured consistent outreach that helped us
on-ground presence with frequent outreach across win multiple mandates from both existing and new clients.
regions – showcasing our CI (Competitive Intelligence) Analytics has recorded strong pick-up in the areas of
and DA (Data Analytics) capabilities. Further, we have customer, marketing, operations – HR in particular and

Our global research centres

continue to scale up, gaining
from opportunities arising out
of the emerging regulatory
landscape

46
STATUTORY REPORTS | DIRECTORS’ REPORT

sales analytics, and we are accordingly ramping-up team budgets. Consequently, the growth of the Industry
strength to meet the increased demand. Research business remained modest. The Customised
Research business was impacted due to decline in
In 2015, Coalition added several clients among the top 25 private sector investments for the third year in a row.
global corporate and investment banks and is now working Crisil Research maintained its high quality independent
with all of the top 15 investment banks and more than 20 research and won repeat business from existing and
corporate & investment banks. Coalition delivered a strong large global clients.
performance, driven by its core Competitor and Client
Analytics, which reported solid growth. Newer analytics Economic revival is expected in the latter half of 2016 and
such as Cost/Operating Margin and RWA/Exposure Crisil Research is well positioned to assist banking, financial
have performed well. Clients are increasingly looking at services and corporates through its proprietary research and
comprehensive return on equity analysis of their performance training products.
across Revenue, Cost and Capital. Coalition has also
launched its first analysis of the Transaction Banking and The assets under management of mutual funds grew

Security Services industries to offer a comprehensive view 23% over last year and the Research business was

for Corporate and Investment Banks. Its media strategy has at the forefront, providing qualitative research on

delivered very good results, leading to an estimated media investments. Changing market dynamics open up new

market share of over 40%. opportunities with corporate treasuries, exempt trusts
and offshore investors and these will be our focus for
B.2. India Research 2016. The business will also focus on building new
products around investment research and investment
Highlights
risk management.

• Maintained its dominant and premium position in its flagship

Therefore, we will continue to focus on enhancing our
Industry Research business Introduced our pioneering
existing offerings, launching new products with more granular
Security Level Valuations to insurance companies and
and action-oriented research, and increasing our client
won mandates
engagement initiatives, keeping a sharp tab on our franchise
• Our assessments of coal block bidding and potential activities that showcase our differentiated positioning in the
impact of GST shaped thinking on the issues. We market.
sensitised the industry on importance of better
Operations
investment planning amid new provident fund
investment reforms. During the year CRISIL Research launched many new,
enhanced products. The new version of ‘Ratings Analytics’
• Stepped up engagement with regulators and industry (CRISIL’s unique web-based platform providing information
associations significantly. on ratings) was launched with enhanced features and
received positive customer response. We also rolled out
Business environment
new products focused on corporate clients in Automobiles
The depressed investment cycle and weak banking and Logistics sectors. With continued rising interest in SME
sector performance, on the back of poor credit growth, lending, we have increased our focus on this space by
high NPAs and squeezed profitability, impacted research enhancing our offerings.

Coalition launched its first

analysis of the Transaction
Banking and Security Services
industries, thereby providing a
comprehensive view for Corporate
and Investment Banks

47
CRISIL Limited Annual Report 2015

We increased outreach and traction in the offshore category shocks, consumption and investment dynamics and direct
for valuations and customised indices. Continued focus benefit transfer scheme of the government.
on increasing outreach with corporates (treasuries and
exempted trusts) helped gather considerable momentum in C-CER published a study on the need for pension reforms

the same. in India. The report envisaged that India’s aged population
would treble to 300 million by 2050 and fiscal drag on
CRISIL Research released a co-branded report with the central government on providing for this segment
Financial Intermediaries Association of India on distribution could increase by 120 basis points times to 3.4% of GDP,
industry titled ‘Indian Financial Distribution Industry while leaving large segment of the retired population
at the Cusp - Vision 2020’. We also released a report financially insecure if corrective steps are not taken now.
on the provident funds sector titled ‘Whither Safety Net The emphasis on social security and adequate pension
When India Ages’. Driving its thought leadership agenda resonated in the Union Budget presented in Parliament
further, CRISIL Research was a knowledge partner at in February 2015.
many industry events including ASSOCHAM (Associated
Chambers of Commerce and Industry) conferences CRISIL released ‘Modified Expectations’, a report

on provident funds where we released reports titled evaluating the economy-related performance of the

‘Provident Funds in Equity: Emulating Global Trends’ and Narendra Modi-led government as it completed one year

‘Giving Provident Funds the Equity Boost’; the Economic in office. The report integrated the views of Research

Times Pension and Retirement Benefit Summit where we and Ratings with a macroeconomic assessment to come

released a White Paper on retirement industry. out with a 360-degree view of the economy. The report
received excellent response from media, clients and
We were also chosen to represent and become members of other stakeholders
various sub committees under the Securities and Exchange
Board of India (SEBI) and Pension Fund Regulatory and C-CER released ‘Angsty farms’, a report evaluating

Development Authority (PFRDA). the impact of rising weather-related shocks on India’s

agriculture, which remains highly vulnerable. The report
We conducted more than 100 open programmes in 2015, received very good response from various stakeholders.
compared with 80 in 2014 for the Executive Training business. We also hosted a successful webinar and a twitter chat
By launching more programmes per month with new focus on the report.
areas across locations, the total number of training days
These reports helped build CRISIL Research’s franchise
increased from 455 days in 2014 to 675 in 2015.
among investors and policymakers, reaffirming its position
as a thought leader in the macro economy and policy
The CRISIL Centre for Economic Research (C-CER)
space.
continued to focus on conducting distinctive research on
macroeconomic issues and published several landmark
C. 
Infrastructure Advisory and Risk
reports during the year. There were seven special reports
Solutions
in its series Economy Insight covering contemporary
macroeconomic issues such as the pension challenge, CRISIL conducts its infrastructure advisory and risk
impact of deficient rains and farm stress, inflation dynamics, solutions business through its subsidiary, CRISIL Risk and
external trade, rupee volatility, India’s ability to face global Infrastructure Solutions Limited (CRIS).

Changing market dynamics opened up

new opportunities with corporate
treasuries, exempt trusts and offshore
investors. these will continue to be our
focus areas for 2016

48
STATUTORY REPORTS | DIRECTORS’ REPORT

C.1. CRISIL Infrastructure Advisory markets, especially east Africa. Some emerging markets in
south-east Asia and the SAARC countries show promise in
Highlights
the near future.
• Supported the Indian government on some of their
flagship programmes such as Smart Cities Mission, Operations
Power for All, Rurbanisation, and Indian Railways
CRISIL Infrastructure Advisory started the year slowly but
picked up momentum in the second half of the year. We won
• Successfully built a strong order book with several large
several large and prestigious mandates in India and in the
mandate wins
international markets as well. This has helped the business
• Deepened penetration in select international markets in to build up a robust order book, which is significantly larger
Africa and Southeast Asia than previous years. We have maintained steady revenue
growth with improved margins.
Business environment
India’s infrastructure sector faces several challenges. Even Our focus on government, and multilateral agencies as

though several new infrastructure programmes and policy clients has paid off. The infrastructure advisory business

initiatives have been launched by the government, the is proud to support several flagship programmes of the

investment climate has not yet picked up. Infrastructure Indian government, viz., Smart Cities Mission, Power for All,

financing remains a key challenge, and the government is Rurbanisation, National Solar Mission, Northeast regional

working on a few structural changes in regards to funding of development, and funding of Railways’ investments.

infrastructure development. The private sector, which was

We worked closely with the Ministry of Power in preparing
expected to play a key role in infrastructure development, is
the roadmap for 24 x 7 Power for All by 2019 for 11 states
still extremely wary of investments in the sector. Meanwhile,
and union territories. CRISIL Infrastructure Advisory was the
the government has been working to create a more conducive
first consultant appointed for this programme. In the energy
business environment and has been undertaking various
sector, we also supported Ministry of Petroleum & Natural Gas
reforms for sustainable economic growth. Outside India, Africa
(MoPNG) and Directorate General of Hydrocarbons (DGH) in
and Southeast Asia have begun to show positive progress.
preparing the hydrocarbon vision document for the Northeast.
It is expected that the Government of India will take up the Another prestigious mandate with the Petroleum Planning and
lion’s share of infrastructure investments over the next couple Analysis Cell involved preparing a comprehensive master plan
of years. The government has launched quite a few large for increasing and scaling up the coverage of LPG usage in
and visionary programmes, and the focus is likely to shift the country.
to their implementation and sustainability. This has created
CRISIL Infrastructure Advisory won an important
several hotspot opportunities in the infrastructure advisory
mandate with the World Bank to support the Ministry of
space, and the business is looking at supporting the Indian
Rural Development in rolling out the Shyama Prasad
government on several of these programmes. The key is how
Mukherjee Rurban Mission. On the Smart Cities Mission
quickly the government is able to rollout various reforms and
programme, the business won mandates with five cities
implement them on the ground.
in Maharashtra, to assist them in preparing proposals for
In the international markets, Africa continues to show the Smart Cities Challenge. The business has also got
progress, albeit at a very slow pace. The business is involved the mandate from World Bank on proposing a Railways
closely with infrastructure development in key African Development Fund to support the investment plan of

CRISIL Infrastructure
Advisory supported five
cities in Maharashtra
preparing proposals for the
Smart CitIES challenge

49
CRISIL Limited Annual Report 2015

Indian Railways. The business is also supporting the The new channels of business through partnerships began
Karnataka government on its state highways improvement to yield good results with significant mandate wins in the
programme. Middle East and Sri Lanka. These partnerships and plans
for increased collaboration within MHFI should help growth
CRISIL Infrastructure Advisory had a higher share of and deepen business penetration in the international
international business in the year, as compared to the markets.
previous year. The business won several large mandates in
Africa and Southeast Asia, including an Urban Water Supply Apart from new products, investments are being planned
and Sanitation management project, energy improvement to upgrade our old stack of products to newer technology
programs in Africa, and a Regional infrastructure platforms and also develop mobile-based applications for them.
development fund project in a leading south-east Asian We anticipate faster proliferation of mobile-based applications in
country. financial services and have, therefore, taken measures to enter
this space early. Also, there were several process initiatives
C.2. CRISIL Risk Solutions (CRS) undertaken during the year to standardise the implementation

Highlights of projects to improve quality, and reduce implementation costs

and timelines.
• Focused on consolidation through investments in
products. The business development team continued to build CRS’s
franchise. We were knowledge partners for the Small
• Witnessed good traction for model development and
Business Banking Network workshop in Goa in January
credit risk management services with several mandates
where the Deputy Governor of the Reserve Bank of India
from banking and non-banking clients.
was the chief guest. We spoke at several banking forums

• Continued to expand footprint in South-Asia, Middle- such as the ASSOCHAM conference on SME financing, and

East and other new geographies. a financial services round table. We organised a webinar on
effective credit monitoring and undertook a training session on

Business environment effective credit risk management for the senior management
of a leading government financing entity. We will continue to
The business environment continued to witness improved
invest time and money in building our franchise in the coming
traction during the year in India. With increasing focus on
years.
strengthening credit risk management and monitoring,
demand from banks for both our Early Warning System (EWS) CRS expects to maintain its growth momentum in 2016 and
and Credit Processing System (CPS) continues. Momentum in anticipates revenue to be driven by newer products. The
CRS’s rating solution and models business continued in India investments made in products and structure should provide
and other emerging markets. The overall business pipeline much needed impetus to drive the business growth in India
and visibility for 2016 is good. and international markets.

Operations D. Collaboration with S&P

2015 was a year of consolidation with investments in various In 2015, we deepened our engagement with Standard &
products. These investments made to strengthen the product Poor’s for outreach initiatives in different geographies. An
base are expected to play a key role in the expansion S&P - CRISIL joint seminar, ‘India – Grinding up amidst
and growth of the business and significantly contribute to challenges’, was organised for investors in Hong Kong
revenues over the next 3 years. and Singapore. The discussions at the seminar revolved

CRISIL Risk Solutions’ focus

was on investment in product
consolidation to propel
business growth

50
STATUTORY REPORTS | DIRECTORS’ REPORT

around India’s macro-economic overview and outlook, Highlights

the road ahead for India’s sovereign rating, views on the
• CRISIL’s senior management team was strengthened
credit quality of Indian companies and the outlook for key
through hiring of leaders in strategic roles. CRISIL also
sectors. We also collaborated with S&P this year on their
continued to strengthen its campus programme, which
flagship event ‘India through the lens of global financial
has been a key source of talent.
markets’ in Mumbai. The speakers made presentations on
major credit trends and outlook for India Inc. from a global • Business HR partners helped drive employee
perspective, and the event was appreciated by investors engagement and people agenda across businesses
and issuers alike. and regions. Key areas involved assimilation of new
talent, performance management process, rewards and
As part of our joint outreach initiatives, we also organised a
recognition and employee connect. The team was also
breakfast meeting for S&P Asia-Pacific Chief Economist Paul
instrumental in driving and executing various employee
Gruenwald and S&P US Chief Economist Beth Ann Bovino to
engagement and fun activities through the year.
exchange notes on the Indian and global economy. CRISIL
Chief Economist Dharmakirti Joshi participated as a panellist • This year, the function focussed hugely on training
in the Global Economic Outlook Conference in New York need identification. CRISIL conducted 116 training
sponsored by the McGraw Hill Financial Global Institute. He programmes throughout the year, covering 2,041 man-
was also the keynote speaker at S&P Dow Jones Indices’ days.
annual thought leadership seminar ‘India: Truly emerging’
held in Mumbai. • We had a rigor in implementation performance
management by early closure of individual goals,
S&P hosted our special report ‘Modified Expectations’ on higher objectivity in goal setting, mid-year review and
the S&P Global Credit Portal. In addition, C-CER continued leadership surveys.
to provide an outlook on the Indian economy to S&P
and contributed two articles on India in S&P’s bi-annual SEGMENT-WISE RESULTS
publication ‘Global Economic Outlook’. CRISIL and S&P The Company has identified three business segments in line
jointly hosted the post–budget webinar. with the Accounting Standard on Segment Reporting (AS-
17), which comprise: (i) Ratings, (ii) Research, (iii) Advisory.
Following their success in the Middle East, S&P Capital
The audited financial results of these segments are provided
IQ and CRISIL Risk Solutions continue to collaborate
as a part of financial statements.
successfully in other regions to expand their global
footprint. In 2015, they also tasted our first joint success DIRECTORS
in Kazakhstan. The two companies commenced their
The members of the Board of Directors of the Company
relationship in 2011-12 with one project in Saudi Arabia;
are eminent persons of proven competence and
it has since progressed to over eight projects over the
integrity. Besides having financial literacy, experience,
last three years across six countries. In 2015, they
leadership qualities and the ability to think strategically,
are currently delivering two key projects in Kuwait and
the Directors have a significant degree of commitment
Kazakhstan that, we believe, will provide the required
to the Company and devote adequate time for the
impetus in these new markets for future growth. The
meetings, preparation and attendance. Board members
success in the Middle East needs to be translated in other
possess education, expertise, skills and experience in
regions and the focus of 2016 will be to create synergies
various sectors and industries required to manage and
on products and markets to create value globally.
guide the Company.

E. Human Resources
The Policy of the Company on Directors’ appointment and
CRISIL’s Human Resources team successfully ran its talent remuneration including criteria for determining qualifications,
acquisition, retention and development agendas during the positive attributes, independence of a Director and other
year. As on December 31, 2015, CRISIL’s headcount was matters provided under sub-section (3) of section 178, is
3,753 including all its wholly owned subsidiaries. appended as Annexure I to this Report.

51
CRISIL Limited Annual Report 2015

CEO Succession AND Directorship c) Dr. Nachiket Mor

changes d) Ms. Vinita Bali

During the year, Ms. Roopa Kudva took early retirement as the
Managing Director & Chief Executive Officer of the Company Committees of the Board
on April 30, 2015. Your Directors place on record their sincere There are currently five Committees of the Board, as under:
appreciation of the valuable contribution made by her to CRISIL.
• Audit Committee
Ms. Ashu Suyash took over as the Managing Director &
Chief Executive Officer of CRISIL. The Board approved her • Corporate Social Responsibility Committee
appointment as Additional Director and Managing Director &
• Investment Committee
Chief Executive Officer with effect from June 1, 2015. The
appointment of Ms. Ashu Suyash as director liable to retire • Nomination and Remuneration Committee
by rotation and the terms and conditions of appointment
were put up to the shareholders for their approval by way of • Stakeholders’ Relationship Committee
postal ballot, results of which were announced on June 15,
Details of all the Committees, along with their charters,
2015. The shareholders approved the said resolution.
composition and meetings held during the year, are provided
Mr. Neeraj Sahai resigned as Director of the Company on in the Report on Corporate Governance, a part of this Annual
October 17, 2015. Your Directors place on record their sincere Report.
appreciation of the valuable contribution made by him to CRISIL.
Number of Meetings of the Board
The Board of Directors appointed Mr. John Francis Callahan
The Board meets at regular intervals to discuss and decide
Jr. as an Additional Director of the Company with effect
on Company / business policy and strategy, apart from
from October 18, 2015. Mr. John Callahan holds office as
other Board business. The Board / Committee Meetings
Additional Director until the ensuing Annual General Meeting,
are pre-scheduled and a tentative annual calendar of
and is eligible for appointment as Director as provided under
the Board and Committee Meetings is circulated to the
Article 129 of the Articles of Association of the Company.
Directors well in advance to facilitate them to plan their
The Company has received notice under Section 160 of the
schedule and to ensure meaningful participation in the
Companies Act, 2013 from a member signifying her intention
meetings. However, in case of a special and urgent
to propose the candidature of Mr. John Callahan for the office
business need, the Board’s approval is taken by passing
of Director. A brief profile of Mr. John Callahan has been
resolutions through circulation, as permitted by law,
given in the Notice convening the Annual General Meeting.
which are confirmed in the subsequent Board meeting.
In accordance with the Articles of Association of the Company
and the provisions of the Companies Act, 2013, Mr. Yann The notice of Board meeting is given well in advance to all

Le Pallec retires by rotation and being eligible, seeks re- the Directors. Usually, meetings of the Board are held in

appointment. Mumbai. The Agenda of the Board / Committee meetings is

circulated at least a week prior to the date of the meeting.
Board Independence The Agenda for the Board and Committee meetings includes
detailed notes on the items to be discussed at the meeting to
Our definition of ‘Independence’ of Directors is derived from
enable the Directors to take an informed decision.
Regulation 16(b) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) The Board met five times in financial year 2015 viz., on February
Regulations, 2015 and Section 149(6) of the Companies Act, 14, April 17, April 28, July 17 and October 17. The maximum
2013. Based on the confirmation / disclosures received from interval between any two meetings did not exceed 120 days.
the Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent : Annual Evaluation by the Board
a) Mr. H. N. Sinor During the year, the Board has carried out the annual
b) Mr. M. Damodaran evaluation of its own performance as well as the evaluation

52
STATUTORY REPORTS | DIRECTORS’ REPORT

of the working of its Committees and individual Directors, including adherence to the Company’s policies, the
including Chairman of the Board. This exercise was carried safeguarding of its assets, the prevention and detection of
out through a structured questionnaire prepared separately frauds and errors, the accuracy and completeness of the
for Board, Committee and individual Directors. accounting records, and the timely preparation of reliable
financial disclosures. The Company’s internal control
The questionnaire for Board evaluation was prepared taking systems are commensurate with the nature of its business
into consideration various aspects of the Board’s functioning and the size and complexity of its operations. These are
such as understanding of Board members of their roles and routinely tested and certified by Statutory as well as Internal
responsibilities, time devoted by the Board to Company’s Auditors. Significant audit observations and follow up actions
long-term strategic issues, quality and transparency of Board thereon are reported to the Audit Committee. For ensuring
discussions, quality, quantity and timeliness of the information independence of audits, the Internal Auditors report directly
flow between Board members and management, Board’s to the Audit Committee. Both Internal and Statutory Auditors
effectiveness in disseminating information to shareholders have exclusive executive sessions with the Audit Committee
and in representing shareholder interests, Board information on a regular basis. In addition, during the year, the
on industry trends and regulatory developments and Management performed a review of key financial controls, at
discharge of fiduciary duties by the Board. entity as well as operating levels.

Committee performance was evaluated on the basis of their The Company has in place a mechanism to identify,
effectiveness in carrying out respective mandates. assess, monitor and mitigate various risks to key business
objectives which has been enhanced during this year.
Peer assessment of Directors, based on parameters such as Major risks identified by the businesses and functions are
participation and contribution to Board deliberations, ability systematically addressed through mitigating actions on
to guide the Company in key matters and, knowledge and a continuing basis. These are discussed at the meetings
understanding of relevant areas were received by the Board of the Audit Committee and the Board of Directors of the
for individual feedback. Company. These have also been reported and discussed
in detail in the Management’s Discussion and Analysis
The Board acknowledged certain key improvement areas
Report, annexed to this report.
emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the Based on the framework of internal financial controls and
Chairman was carried out by the Independent Directors at a compliance systems established and maintained by the
separate meeting of the Independent Directors. Company, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants and the
CHANGES TO KEY MANAGERIAL reviews performed by Management and the relevant Board
PERSONNEL committees, including the Audit Committee, the Board is of
the opinion that the Company’s internal financial controls
During the year, Ms. Roopa Kudva took early retirement
were adequate and effective during the financial year 2015.
as a Managing Director & Chief Executive Officer of the
Company on April 30, 2015. Ms. Ashu Suyash took over as
DIRECTORS’ RESPONSIBILITY
the Managing Director & Chief Executive Officer of CRISIL
STATEMENT
with effect from June 1, 2015.
Your Directors hereby confirm that:
Mr. Neelabja Chakrabarty resigned as the Company Secretary
i. in the preparation of the annual accounts, the applicable
on February 27, 2015 and Ms. Minal Bhosale was appointed
accounting standards have been followed and that no
as the Company Secretary with effect from June 1, 2015.
material departures have been made from the same;

RISK MANAGEMENT POLICY AND ii. 

they have selected such accounting policies and
INTERNAL CONTROL ADEQUACY applied them consistently and made judgments and
The Board has adopted the policies and procedures for estimates that are reasonable and prudent, so as to
ensuring the orderly and efficient conduct of its business, give a true and fair view of the state of affairs of the

53
CRISIL Limited Annual Report 2015

Company at the end of the financial year and of the b) Optimum usage of Air-conditioning.
profits of the Company for that period;
c) 
Roof Top covering by adequate natural landscaping
iii. they have taken proper and sufficient care for the which acts as a thermal insulation to minimize the air-
maintenance of adequate accounting records in condition load on the floor beneath.
accordance with the provisions of the Companies Act,
d) Usage of recycled water through sewerage treatment
2013, for safeguarding the assets of the Company
for flushing and gardening purpose.
and for preventing and detecting fraud and other
irregularities; The daily steps taken to reduce energy consumption are as
follows.
iv. they have prepared the annual accounts on a going
concern basis; a) 
Operating the air-conditioning equipment through the
Building Monitoring system (BMS) which ensures that the
v. they have laid down internal financial controls for the A.C. units are switched on based on occupancy only.
Company and such internal financial controls are
adequate and operating effectively; and b) In order to save energy and cost of recycling water, the
key valve system has been set up for waterless sanitation
vi. they have devised proper systems to ensure compliance systems.
with the provisions of all applicable laws and such
systems are adequate and operating effectively. Similar design aspects have been factored for Gurgaon
office also. The Pune SEZ (Hinjewadi) office, which is of
MATERIAL CHANGES AND COMMITMENTS about 42,500 sq. ft., is designed with LED lighting. This gives
AFFECTING THE FINANCIAL POSITION higher savings in energy consumption as compared with the
OF THE COMPANY CFL lighting.
There have been no material changes and commitments, if
CORPORATE SOCIAL RESPONSIBILITY
any, affecting the financial position of the Company which
have occurred between the end of the financial year of the The Company has constituted a Corporate Social
Company to which the financial statements relate and the Responsibility (CSR) Committee in accordance with Section
date of the report. 135 of the Companies Act, 2013. The role of the Committee is
to review the CSR Policy, indicate activities to be undertaken
PARTICULARS REGARDING by the Company towards CSR and formulate a transparent
CONSERVATION OF ENERGY, monitoring mechanism to ensure implementation of projects
TECHNOLOGY ABSORPTION, AND and activities undertaken by the Company towards CSR.
FOREIGN EXCHANGE EARNINGS
AND OUTGO The CSR Policy of the Company and further details about
the initiatives taken by the Company on Corporate Social
The particulars regarding foreign exchange earnings and
Responsibility during the year under review have been
outgo appear as separate items in the notes to the Accounts.
appended as Annexure II to this Report.
Since the Company does not own any manufacturing facility,
the other particulars relating to conservation of energy VIGIL MECHANISM
and technology absorption stipulated in the Companies
The Company has established a vigil mechanism for Directors
(Accounts) Rules, 2014 are not applicable.
and employees to report their genuine concerns, details of

However, in order to protect and conserve precious natural which have been given in the Corporate Governance Report

resources, following design aspects have been factored annexed to this Report.

while designing CRISIL’s office building in Mumbai.

SUBSIDIARY COMPANIES
a) Maximum day light in the office area to avoid artificial As on December 31, 2015, the Company had four Indian
illumination. and seven overseas wholly owned subsidiaries. There
has been no change in the number of subsidiaries or

54
STATUTORY REPORTS | DIRECTORS’ REPORT

in the nature of business of the subsidiaries, during the from BSE (BSE Limited), the Stock Exchanges where
year under review. In accordance with Section 129(3) of the equity shares of the Company are listed, to the draft
the Companies Act, 2013, the Company has prepared a Scheme of Amalgamation conveying their No Objection
consolidated financial statement of the Company and all its for filing the Scheme with the Hon’ble High Court.
subsidiary companies, which is forming part of the Annual
Report. A statement containing salient features of the The petition seeking sanction of the proposed Scheme by

financial statements of the subsidiary companies is also Hon’ble High Court has already been filed and will come up

included in the Annual Report. for hearing in due course in 2016.

The Company has no associate companies within the PARTICULARS OF CONTRACTS OR

meaning of Section 2(6) of the Companies Act, 2013. ARRANGEMENTS WITH RELATED
PARTIES REFERRED TO IN SECTION
In accordance with third proviso of Section 136(1) of the 188(1)
Companies Act, 2013, the Annual Report of the Company,
A significant quantum of related party transactions
containing therein its standalone and the consolidated
undertaken by the Company is with its subsidiary companies
financial statements has been placed on the website of the
engaged in product delivery of CRISIL businesses and
Company, www.crisil.com. Further, as per fourth proviso
business development activities. The Company has
of the said section, audited annual accounts of each of
also been providing analytical support to McGraw Hill
the subsidiary companies have also been placed on the
Financial Inc. (MHFI) entities as a part of a Master Services
website of the Company, www.crisil.com. Shareholders
Agreement, which transaction has been approved by the
interested in obtaining a copy of the audited annual
shareholders though a resolution passed by postal ballot on
accounts of the subsidiary companies may write to the
December 15, 2014.
Company Secretary at the Company’s registered office.
The Audit Committee pre-approves all related party
The Company has obtained a certificate from the Statutory
transactions. The details of the related party transactions
Auditors certifying that the Company is in compliance with
undertaken during a particular quarter are placed at the
the FEMA regulations with respect to the downstream
meeting of the Audit Committee held in the succeeding
investments made in its subsidiary companies as operating
quarter.
during the year.
All contracts / arrangements / transactions with related
MERGER OF WHOLLY OWNED parties that were executed in 2015 were in the ordinary
SUBSIDIARIES WITH THE COMPANY course of business and at an arms’ length. During the
In order to improve operating efficiencies, the Board of year, there were no related party transactions which were
Directors of the Company in their meeting held on October materially significant and that could have a potential conflict
17, 2015, after considering the recommendations of the with the interests of the Company at large. All related party
Audit Committee, approved the amalgamation of its three transactions are mentioned in the notes to the accounts. The
wholly owned subsidiary companies viz., Pipal Research particulars of material contracts or arrangements with related
Analytics and Information Services India Private Limited, parties referred to in Section 188(1), is given in prescribed
Coalition Development Systems (India) Private Limited Form AOC - 2 as Annexure III.
and Mercator Info-Services India Private Limited, with the
Company through a Scheme of Amalgamation (Scheme) As required under Securities and Exchange Board of

under Section 391/394 of the Companies Act, 1956 subject India (Listing Obligations and Disclosure Requirements)

to necessary approvals of the Stock Exchanges and Regulations, 2015, the Company has formulated a

sanction of the Hon’ble High Court of Judicature at Mumbai. Related Party Transactions Policy, which has been
put up on the website of the Company at http://www.
The Company has received, in terms of Clause 24(f) crisil.com/investors/corporate-governance.html.The
of the erstwhile Listing Agreement, observation letters, Company has developed an operating procedures
dated December 31, 2015 from NSE (National Stock manual for identification and monitoring of related party
Exchange of India Limited) and December 30, 2015 transactions.

55
CRISIL Limited Annual Report 2015

PARTICULARS OF LOANS, GUARANTEES CORPORATE GOVERNANCE

OR INVESTMENTS UNDER SECTION 186 The Company is committed to maintaining the highest standards
Details of loans, guarantees and investments covered under of Corporate Governance and adhering to the Corporate
the provisions of section 186 of the Companies Act, 2013 are Governance requirements as set out by Securities and
provided in the Notes to Financial Statements. Exchange Board of India. The Report on Corporate Governance
as stipulated under Securities and Exchange Board of India
AUDITORS’ APPOINTMENT (Listing Obligations and Disclosure Requirements) Regulations,
At the last Annual General Meeting of the Company, the 2015 forms part of the Annual Report. The Certificate from
Statutory Auditors, S. R. Batliboi & Co. LLP, Chartered the Auditors of the Company confirming compliance with the
Accountants, were appointed for a term of two years until conditions of Corporate Governance as stipulated under the
the conclusion of the 30th Annual General Meeting, subject aforementioned Listing Regulations is also published elsewhere
to ratification by the shareholders at the intermittent 29th in this Annual Report.
Annual General Meeting.
PARTICULARS OF REMUNERATION
The Company has received letter from them to the
During the year, 78 employees received remuneration of Rs. 6
effect that their appointment, if ratified, would be within
million or more per annum. In accordance with the provisions
the prescribed limits under Section 141(3)(g) of the
of Section 197(12) of the Companies Act, 2013 and Rule 5(2)
Companies Act, 2013 and that they are not disqualified
of Companies (Appointment and Remuneration of Managerial
from appointment.
Personnel) Rules, 2014, the names and other particulars of
employees are available at the Registered Office of the Company
The Board recommends ratification of their appointment
during working hours for a period of 21 days before the Annual
from the conclusion of this Annual General Meeting up to the
General Meeting and shall be made available to any shareholder
conclusion of next Annual General Meeting of the Company.
on request. Such details are also available on your Company’s

SECRETARIAL AUDIT REPORT website, http://www.crisil.com/investor/financial-reports.html.

The Board of Directors of the Company has appointed Dr. K. Disclosures with respect to the remuneration of Directors and
R. Chandratre, Practising Company Secretary to conduct the Employees as required under Section 197(12) of Companies
Secretarial Audit and his Report on Company’s Secretarial Act, 2013 read with Rule 5(1) Companies (Appointment and
Audit is appended to this Report as Annexure IV. Remuneration of Managerial Personnel) Rules, 2014 have
been appended as Annexure V to this Report.
COMMENTS ON AUDITORS’ REPORT
The Nomination and Remuneration Committee of the
There are no qualifications, reservations or adverse remarks
Company has affirmed at its meeting held on February 9,
or disclaimers made by S. R. Batliboi & Co. LLP, Statutory
2016 that the remuneration is as per the remuneration policy
Auditors, in their report and by Dr. K. R. Chandratre, Company
of the Company.
Secretary in Practice, in his secretarial audit report.

The Statutory Auditors have not reported any incident of EMPLOYEE STOCK OPTION SCHEMES
fraud to the Audit Committee of the Company in the year The Company has three employee stock option schemes.
under review. The Employee Stock Option Scheme - 2011 (ESOS
2011) was approved by the shareholders vide a special
MANAGEMENT’S DISCUSSION AND resolution passed through postal ballot on February 4,
ANALYSIS REPORT 2011. The Employee Stock Option Scheme - 2012 (ESOS
The Management’s Discussion and Analysis Report for 2012) was approved by the shareholders vide a special
the year under review, as stipulated under Securities resolution passed through postal ballot on April 10, 2012.
and Exchange Board of India (Listing Obligations and The Employee Stock Option Scheme - 2014 (ESOS 2014)
Disclosure Requirements) Regulations, 2015, is annexed was approved by the shareholders vide a special resolution
to this report. passed through postal ballot on April 3, 2014.

56
STATUTORY REPORTS | DIRECTORS’ REPORT

The summary information on ESOS 2011, ESOS 2012 and provisions of Securities and Exchange Board of India (Listing
ESOS 2014 is provided as Annexure VI to this Report. Obligations and Disclosure Requirements) Regulations,
2015, for the year under review was placed before the Board
EXTRACT OF ANNUAL RETURN of Directors of the Company at its meeting held on February
The Extract of Annual Return as provided under Section 9, 2016.
92(3) of the Companies Act, 2013 and as prescribed in Form
No. MGT-9 of the rules prescribed under Chapter VII relating ACKNOWLEDGEMENTS
to Management and Administration under the Companies The Board of Directors wishes to thank the employees of
Act, 2013 is appended as Annexure VII. CRISIL for their exemplary dedication and the excellence
they have displayed in conducting the operations of
DEPOSITS CRISIL. The Board also wishes to place on record its
The Company has not accepted any public deposits and sincere appreciation of the faith reposed in the professional
as such, no amount on account of principal or interest integrity of CRISIL by customers and investors who have
on public deposits was outstanding as on the date of the patronised its services. The Board acknowledges the
balance sheet. splendid support provided by market intermediaries. The
affiliation with Standard and Poor’s has been a source of
LITIGATIONS great strength. The Board of Directors also wishes to place
During the year under review, there were no significant or on record its gratitude for the faith reposed in CRISIL by
material orders passed by any regulatory / statutory authorities the Shareholders, Securities and Exchange Board of India,
or courts / tribunals against the Company impacting its going the Reserve Bank of India, the Government of India, and
concern status and operations in future. the state governments. The role played by the media
in highlighting the good work done by CRISIL is deeply
FINANCIAL YEAR appreciated.

The applications made by CRISIL and all its Indian subsidiary

companies for seeking exemption from applicability of section
2(41) of the Act were approved by the Hon’ble Company Law
Board during the year and accordingly, the Company and
all its subsidiary companies, in India and across the world,
would follow the calendar year as the financial year. For and on behalf of the Board of Directors of CRISIL Ltd.

CEO & CFO CERTIFICATION Douglas L. Peterson

Certificate from Ms. Ashu Suyash, Managing Director & CEO Chairman
and Mr. Amish Mehta, Chief Financial Officer, pursuant to Mumbai, February 9, 2016 (DIN: 05102955)

57
CRISIL Limited Annual Report 2015

ANNEXURE I TO THE DIRECTORS’ REPORT

NOMINATION AND REMUNERATION POLICY

1. Introduction: • ‘Company’ means CRISIL Limited.

The company considers human resources as its invaluable • ‘Independent Director’ means a Director referred to in

assets. This policy on nomination and remuneration of Section 149 (6) of the Companies Act, 2013 and rules.

directors, Key Managerial Personnel (KMPs) and other • Key Managerial Personnel (KMP) means
employees has been formulated in terms of the provisions of
i) the Managing Director or the Chief Executive
the Companies Act, 2013, and the listing agreement in order
Officer or the manager and in their absence, a
to pay equitable remuneration to the Directors, KMPs and
wholetime director;
employees of the company and to harmonise the aspirations
ii) the Company Secretary; and,
of human resources consistent with the goals of the Company.
iii) the Chief Financial Officer
2. 
Objective and purpose of the
• ‘Senior Management’ means personnel of the
Policy:
company who are members of its core management
The objectives and purpose of this policy are: team excluding the Board of Directors comprising all
members of management one level below the Executive
2.1 To formulate the criteria for determining qualifications,
Directors, including the functional heads.
competencies, positive attributes and independence
for appointment of a Director (Executive and Non- Unless the context otherwise requires, words and
Executive) and recommend to the board policies relating expressions used in this policy and not defined herein but
to the remuneration of the Directors, key managerial defined in the Companies Act, 2013, and Listing Agreement
personnel and other employees; as may be amended from time to time shall have the meaning
respectively assigned to them therein.
2.2 To formulate the criteria for evaluation of performance of
all the Directors on the Board; General

2.3 To devise a policy on Board diversity; and • This policy is divided in three parts: -

2.4 To lay out remuneration principles for employees linked 

Part-A covers the matters to be dealt with and

to their effort, performance and achievement relating to recommended by the Committee to the Board;

the Company’s goals. Part-B covers the appointment and nomination; and

Part-C covers remuneration and perquisites.

3. Constitution of the Nomination
and Remuneration Committee: • This policy shall be included in the Report of the Board
of Directors.
The Board has constituted the ‘Nomination and Remuneration
Committee’ on February 14, 2014. This is in line with the PART – A
requirements under the New Act. Matters to be dealt with, perused and

The Board has authority to reconstitute this Committee from recommended to the board by the nomination

time to time. and remuneration committee

Definitions The following matters shall be dealt by the Committee

• ‘Board’ means the Board of Directors of the Company. (a) Size and composition of the Board

• ‘Directors’ means Directors of the Company. • Periodically reviewing the size and composition of the
Board to ensure that it is structured to make appropriate
• ‘Committee’ means Nomination and Remuneration
decisions, with a variety of perspectives and skills, in
Committee of the Company as constituted or
the best interests of the Company as a whole;
reconstituted by the Board.

58
STATUTORY REPORTS | DIRECTORS’ REPORT

(b) Directors payments, equity awards, retirement rights and

service contracts having regard to the need to
• Formulate the criteria determining qualifications,
positive attributes and independence of a Director (i) 
attract and motivate talent to pursue the
and recommending candidates to the Board, when Company’s long term growth;
circumstances warrant the appointment of a new
(ii) 
demonstrate a clear relationship between
director, having regard to the range of skills, experience
executive compensation and performance; and
and expertise, on the Board and who will best
complement the Board; (iii) be reasonable and fair, having regard to best
governance practices and legal requirements.
(c) Succession plans
(d) the Company’s equity based incentive schemes
• Establishing and reviewing board and senior executive including a consideration of performance thresholds
succession plans in order to ensure and maintain an and regulatory and market requirements;
appropriate balance of skills, experience and expertise
(e) the Company’s superannuation arrangements and
on the Board and Senior Management;
compliance with relevant laws and regulations in
(d) Evaluation of performance relation to superannuation arrangements; and

• Make recommendations to the Board on appropriate (f) 

the Company’s remuneration reporting in the
performance criteria, for the Directors. financial statements and remuneration report.

• Formulate the criteria and framework for evaluation PART – B

of performance of every Director on the Board of the
Policy for appointment and removal of
Company.
director, Kmp and Senior Management
• Identify ongoing training and education programmes
Appointment criteria and qualifications
for the Board to ensure that Non-Executive Directors
are provided with adequate information regarding the 1. The Committee shall identify and ascertain the integrity,
options of the business, the industry and their legal qualification, expertise and experience of the person for
responsibilities and duties. appointment as Director, KMP or senior management
level and recommend to the Board his / her appointment.
(e) Board diversity
2. 
A person to be appointed as Director, KMP or
The Committee is to assist the Board in ensuring senior management level should possess adequate
Board nomination process with the diversity of gender, qualification, expertise and experience for the position
thought, experience, knowledge and perspective in the he / she is considered for appointment. The Committee
Board. has discretion to decide whether qualification, expertise

(f) Remuneration framework and policies and experience possessed by a person is sufficient /
satisfactory for the concerned position.
The Committee is responsible for reviewing and making
recommendations to the Board on 3. A person, to be appointed as Director, should possess
impeccable reputation for integrity, deep expertise and
(a) the remuneration of the Managing Director, Whole-
insights in sectors / areas relevant to CRISIL, ability to
time Directors and KMPs
contribute to CRISIL’s growth, complementary skills in
(b) the total level of remuneration of Non-Executive relation to the other Board members.
Directors and for individual remuneration for Non-
4. 
The Company shall not appoint or continue the
Executive Directors and the Chairman, including
employment of any person as Managing Director /
any additional fees payable for membership of
Executive Director who has attained the age of sixty
Board committees;
years. Provided that the term of the person holding this
(c) 
the remuneration policies for all employees position may be extended beyond the age of sixty years
including KMPs, senior management and with the approval of shareholders by passing a special
other employees including base pay, incentive resolution based on the explanatory statement annexed

59
CRISIL Limited Annual Report 2015

to the notice for such motion indicating the justification Removal

for extension of appointment beyond sixty years.
Due to reasons for any disqualification mentioned in the
5. 
A Whole-time KMP of the company shall not hold Companies Act, 2013, rules made thereunder or under any
office in more than one company except in its other applicable Act, rules and regulations, the Committee
subsidiary company at the same time. However, a may recommend, to the Board with reasons recorded in
whole-time KMP can be appointed as a Director in writing, removal of a Director or KMP subject to the provisions
any company, with the permission of the Board of and compliance of the said Act, rules and regulations.
Directors of CRISIL.
Retirement
Term / Tenure
The Whole-time Directors, KMP and senior management
1. Managing Director/Wholetime Director personnel shall retire as per the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the Company.
• The Company shall appoint or re-appoint any
The Board will have the discretion to retain the Whole-time
person as its Managing Director and CEO or
Directors, KMP and senior management personnel in the
Wholetime Director for a term not exceeding five
same position / remuneration or otherwise, even after attaining
years at a time. No re-appointment shall be made
the retirement age, for the benefit of the Company.
earlier than one year before the expiry of term.

2. Independent Director PART – C

• An Independent Director shall hold office for a Policy relating to the remuneration for

term up to five consecutive years on the Board Directors, Kmps and other employees

of the Company and will be eligible for re- General

appointment on passing of a special resolution
1. The remuneration / compensation / commission etc.,
by the Company and disclosure of such
to Directors will be determined by the Committee and
appointment in the Board’s report.
recommended to the Board for approval.
• No Independent Director shall hold office for
2. The remuneration and commission to be paid to the
more than two consecutive terms, but such
Managing Director shall be in accordance with the
Independent Director shall be eligible for
provisions of the Companies Act, 2013, and the rules
appointment after expiry of three years of ceasing
made thereunder.
to become an independent director. Provided
that an Independent Director shall not, during 3. Increments to the existing remuneration /
the said period of three years, be appointed in compensation structure may be recommended by the
or be associated with the Company in any other Committee to the Board which should be within the
capacity, either directly or indirectly. However, limits approved by the Shareholders in the case of
if a person who has already served as an Managing Director.
Independent Director for 5 years or more in the 4. 
Where any insurance is taken by the Company on
Company as on April 1, 2014 or such other date behalf of its Managing Director, Chief Financial Officer,
as may be determined by the Committee as per the Company Secretary and any other employees for
regulatory requirement, he / she shall be eligible indemnifying them against any liability, the premium
for appointment for one more term of 5 years only. paid on such insurance shall not be treated as part
• At the time of appointment of Independent Director, of the remuneration payable to any such personnel.
it should be ensured that number of Boards Provided that if such person is proved to be guilty, the
on which such Independent Director serves premium paid on such insurance shall be treated as part
is restricted to seven listed companies as an of the remuneration.
Independent Director and three listed companies Remuneration to KMP and other Employees
as an Independent Director in case such person is
The policy on remuneration for KMP and other employees
serving as a Whole-time (Executive) Director of a
is as below:
listed company.

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STATUTORY REPORTS | DIRECTORS’ REPORT

1. Fixed Pay criticality, past performance and potential. The grant,

vesting and other scheme details will be formulated
The remuneration and reward structure for employees
from time to time.
comprises two broad components — annual remuneration
and long-term rewards. The Committee would determine These long-term reward schemes are implemented to
the remuneration of the Directors and formulate guidelines attract and retain key talent in the industry.
for remuneration payable to the employees.
2. Minimum remuneration to Managing Director
These guidelines are as under:
If, in any financial year, the Company has no profit
a) Annual remuneration or its profit was inadequate, the Company shall pay
remuneration to its Managing Director in accordance
Annual remuneration refers to the annual compensation
with the provisions of Schedule V of the Companies Act,
payable to the employees of the Company. This
2013 and if it is not able to comply with such provisions,
comprises two parts - a fixed component, and a
with the previous approval of the Central Government.
performance-linked variable component based on the
extent of achievement of the individual’s objectives and 3. Short Term Loans
performance of the business unit. Every employee is
The Company shall provide interest-free short-term
required to sign a performance contract which clearly
loans to KMP and employees of the Company, the
articulates the key performance measures for that
repayment for which is deducted from the monthly
particular defined role. The performance-linked variable
salary of the concerned employee in twelve equated
pay will be directly linked to the performance on
monthly installments.
individual components of the performance contract and
the overall performance of the business. An employee’s Remuneration to Non-Executive / Independent Directors:

variable pay would, therefore, be directly dependent 1. Commission

on key performance measures that represent the best
The commission payable to each Non-Executive Director
interests of shareholders.
is limited to a fixed sum per year as determined by the
The objective is to set the total remuneration at levels Board, and is revised from time to time, depending on
to attract, motivate, and retain high-caliber and high individual contribution, the Company’s performance,
potential personnel in a competitive global market. The and the provisions of the Companies Act, 2013 and the
total remuneration level is to be reset annually based on rules made thereunder. The commission payable to Non-
a comparison with the relevant peer group in the Indian Executive Directors nominated by Standard & Poor’s
market, established through independent compensation (S&P) is paid to Standard & Poor’s International LLC.
surveys, from time to time.
The overall commission to the Non-Executive Directors
b) Long-term rewards (including Independent Directors) may be paid within

Long-term rewards may include a Long-Term Incentive the monetary limit approved by shareholders, subject to

Plan (LTIP) or a plan under which incentives would the limit not exceeding 1% of the profit of the Company

be granted to eligible key employees based on their computed as per the applicable provisions of the

contribution to the profitability of the Company, relative Companies Act, 2013.

position in the organisation, and length of service under 2. Sitting Fees

the supervision and approval of the Committee. The
The Non-Executive Directors (including Independent
company could implement various long term awards
Directors) will receive remuneration by way of fees for
schemes that could include Long-Term Incentive Plan
attending meetings of Board or Committee thereof, as
(LTIP) spread over several years with payouts in multiple
decided by the Committee from time to time subject to the
tranches linked to Company’s performance. Another
limit defined under the Companies Act, 2013 and rules.
form of long term rewards could be in the nature of stock
options of the company. Stock options may be granted 3. Stock Options
to key employees and high performers in organisation The Independent Directors shall not be entitled to any
who would be selected by the Committee based on their stock option of the Company.

61
CRISIL Limited Annual Report 2015

Policy Review would be modified in due course to make it consistent with

law.
This policy is framed based on the provisions of the Companies
Act, 2013, and rules thereunder and the requirements of the This policy shall be reviewed by the Nomination and
Clause 49 of the equity Listing Agreement with the stock Remuneration Committee as and when any changes are to
exchanges as on December 31, 2014. be incorporated in the policy due to change in regulations
or as may be felt appropriate by the Committee. Any
In case of any subsequent changes in the provisions of the
changes or modification on the policy as recommended by
Companies Act, 2013, or any other regulations which makes
the Committee would be given for approval of the Board of
any of the provisions in the policy inconsistent with the Act
Directors.
or regulations, then the provisions of the Act or regulations
would prevail over the policy and the provisions in the policy This policy is updated on February 9, 2016.

62
STATUTORY REPORTS | DIRECTORS’ REPORT

ANNEXURE II TO THE DIRECTORS’ REPORT

CORPORATE SOCIAL RESPONSIBILITY POLICY

Introduction implementation agencies, NGOs or other intermediaries with

a good track record for deploying the CSR Program.
CRISIL (the ‘Company’ or ‘CRISIL’) has identified Corporate
Social Responsibility (CSR) as a strategic tool for sustainable
CSR Funding and allocation
growth. For CRISIL, CSR means not only investment of funds
for Social Activity but also includes a continuous Integration For achieving its CSR objectives through implementation

of Business processes with Social processes. of meaningful and sustainable CSR programmes,
CRISIL will annually contribute up to 2% of average net
In March 2013, CRISIL set up the CRISIL Foundation to
profit for the last three years towards CSR activities.
steer our CSR agenda and guiding principles by taking into
consideration the position of our stakeholders, the spirit of CSR contribution for the year will be determined by

trusteeship and the intention of enhancing social capital. CRISIL management at the beginning of each calendar

CRISIL believes in equitable societies and efficient markets year based on audited financial statements for the last

and has always endeavoured to follow these lodestars. three years.

Any unspent CSR allocation of a particular year, will be

The CSR Policy
reviewed by the CSR Committee and decision would be
CRISIL would carry out the following activities: taken whether the unspent amount should be carried over
to the subsequent year/s. The CSR Committee, while
• Strengthen the financial capabilities of socially and
determining the requirement for carry over to next year, will
economically underprivileged communities
consider various factors like availability of desired projects,
• Conservation of the environment by focusing on utilisation trend, practical aspects of spending the required
relevant programmes in the vicinity of CRISIL offices so amount in a particular timeframe and best interests of all the
that employees get directly involved in CSR initiatives stakeholders.
• Employee participation in financial literacy / promoting
education and environment conservation as well as, Applicability
allowing employees to undertake projects of their CRISIL CSR policy has been prepared in accordance with
choice, with small budget allocations reviewed by a Section 135 of the Companies Act, 2013, (referred to as the
Management Committee, provided that the projects Act in this policy) on CSR and in accordance with the CSR
were also covered under the Schedule VII to the rules (hereby referred to as the Rules) notified by the Ministry
Companies Act, 2013, as amended, from time to of Corporate Affairs, Government of India in 2014.
time.

• Participation in and conducting of awareness Implementation

programme for Disaster Management; relief to CRISIL CSR initiatives will be implemented by the CRISIL
victims of Natural calamities like earthquake, cyclone, management and CRISIL Foundation under the guidance of
drought & flood situation in India and; to organise and Corporate Social Responsibility Committee (the “Committee”)
contribute, directly or indirectly i.e. through various of the Board of Directors (the ‘Board’) of CRISIL.
agencies, whether government or semi-government or
private agencies like Non-Government organisations, Constitution of the CSR Committee
for rehabilitation work in disaster affected areas.
The Board has constituted the ‘CSR Committee’ of the
To enhance reach and to accelerate the implementation of the Board on February 14, 2014. The Committee shall consist
CSR programmes to a larger set of target population, CRISIL of minimum of three members with at least one being an
may also partner or work with other well-known Foundations, independent director.

63
CRISIL Limited Annual Report 2015

The Board has authority to reconstitute this Committee from outreach channels, including social media and IT
time to time. interfaces

• Consider other functions, as defined by the Board, or

Meetings and Quorum
as may be stipulated under any law, rule or regulation
The committee shall meet at least twice a year. Two including the listing agreement, and the Companies Act,
members present shall form the quorum for the meeting of 2013.
the committee.

Roles and Responsibilities of the Policy Review

Committees This policy is framed based on the provisions of the
The roles and responsibilities of the committee shall be the Companies Act 2013 and rules thereunder.
following: In case of any subsequent changes in the provisions of the
• Formulate, monitor and recommend to the Board the Companies Act, 2013 or any other regulations which makes
CSR policy any of the provisions in the policy inconsistent with the Act
or regulations, then the provisions of the Act or regulations
• Recommend to the Board, modifications to the CSR
would prevail over the policy and the provisions in the policy
policy as and when required
would be modified in due course to make it consistent with
• Recommend to the Board, the amount of expenditure to law.
be incurred on the activities undertaken
This policy shall be reviewed by the Corporate Social
• Review the performance of the Company in the area Responsibility Committee as and when any changes are to
of CSR including the evaluation of the impact of the be incorporated in the policy due to change in regulations
Company’s CSR Activities or as may be felt appropriate by the Committee. Any
• Review the Company’s disclosure of CSR matters changes or modification on the policy as recommended by
the Committee would be given for approval of the Board of
• Recommend the deployment strategy for CSR
Directors.
Activities, through partnerships with various agencies,
intermediaries and foundations and determine This Policy is updated on February 9, 2016

64
STATUTORY REPORTS | DIRECTORS’ REPORT

Annual Report on Corporate Social

Responsibility Activities
as prescribed under Section 135 of the Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014

1. A brief outline of the Company’s CSR policy, 4. Prescribed CSR Expenditure (2% of the amount as
including overview of projects or programmes in item 3 above) (2012 - 2014): Rs. 5.83 crore.
proposed to be undertaken and a reference to
5. Details of CSR spend during the financial year:
the web-link to the CSR policy and projects or
programmes: Kindly refer the Corporate Sustainability (a) Total amount to be spent for the financial year:

Report published elsewhere in this annual report and Rs. 5.83 crore

the Company’s website (www.crisil.com). (b) Amount unspent, if any: Refer to Note 6

2. The Composition of the CSR Committee: Dr. Nachiket (c) 

Manner in which the amount spent during the
Mor (Chairman), Ms. Vinita Bali and Ms. Ashu Suyash. financial year is detailed below:

3. Average net profit of the company for last three

financial years (2012-2014): Rs. 288.80 crore.

(1) (2) (3) (4) (5) (6) (7) (8)

Sl CSR Sector in Projects or Amount outlay Amount spent on the Cumulative Amount spent
No. project or which the programmes (budget) projects or programmes expenditure : Directly
activity project is (1) Local area projects or up to the or Through
identified covered or other programme- reporting Implementing
(2) Specify wise Direct Overheads period Agency*
the state expenditure
or district on
where programmes
projects or or projects
programmes
were
undertaken
(Rs. Crore) (Rs. Crore) (Rs. Crore) (Rs. Crore)
1 Mein Education Assam 2.31 3.05 0.16 3.21 Rashtriya
Pragati - Financial Grameen Vikas
Initiative Literacy Nidhi
2 CRISIL Re Environmental Mumbai, Pune, 1.43 0.88 0.05 0.93 United Ways
Conservation Chennai, Mumbai, Green
through Gurgaon Yatra
volunteerism

Rashtriya Gramin Vikas Nidhi (RGVN) For FY 2014-15, RGVN had a balance sheet size of Rs.19.10
crore and reported income of Rs.7.28 crore. Its total staff strength
RGVN was founded in April 1990 as a development support
is 106, including 34 permanent employees and 72 contractual
organisation and is registered under the Society’s Registration
staff. RGVN now operates in 14 states of the country, namely
Act of 1860. RGVN has its Head Quarters at Guwahati, Assam
– Assam, Meghalaya, Arunachal Pradesh, Tripura, Nagaland,
and its operations are spread across the North Eastern and
Manipur, Mizoram, Sikkim, Orissa, Bihar, Jharkhand, Eastern
Eastern states of India. RGVN’s projects are mainly in the areas
Uttar Pradesh, Chhattisgarh and coastal Andhra Pradesh.
of rural livelihood and capacity building of grassroot level NGOs.
Some of the prominent projects handled during the previous
RGVN’s founder sponsor was Industrial Financial Corporation two financial years include Cross – Border Transfer of
of India (IFCI). The other sponsors of RGVN are Industrial Agricultural Technologies with European Union, NABARD
Development Bank of India (IDBI), National Bank for Agriculture Lead Crop Project in Assam, and Sustainable Livelihood
and Rural Development (NABARD), and Tata Social Welfare Enhancement And Enterprise Promotion – A project
Trust (TSWT) supported by HIVOS.

65
CRISIL Limited Annual Report 2015

United Way of Mumbai (UWM) donors include names such as Reserve Bank of India,
Shopper’s Stop, McDonald’s and Tata Capital.
United Way of Mumbai (UWM) is a non-profit organisation that
endeavours to leverage corporate, employee and leadership Green Yatra has supported CRISIL in planting 4000 trees
talent for community development. Through corporate gifts at Vishwagadh Village, Bhiwandi Taluka, Maharashtra
and employee giving campaigns, United Way of Mumbai through 3 employee engagement drives and is now currently
seeks to successfully engage the corporate sector into supporting its maintenance for the next 3 years. Additionally,
meaningful Social Responsibility structures bringing about a Green Yatra has helped distribute material to villages in
positive and lasting change in the communities. UWM is a Bhiwandi Taluka that were collected from our Mumbai and
chapter of United Way Worldwide, which tops the list of the Pune offices during the Joy of Giving Week. They also
world’s 15 largest charities. conducted the very successful Eco-friendly Ganesha making
workshops at our Mumbai and Pune offices.
UWM commenced its operations in 2002 and specializes
in mainly three areas Education, Livelihood creation and 6. In case the company has failed to spend two per
Health. For FY 2014-15, the total income reported was INR cent of the average net profit of the last three
25,87,86,874 and total expenses was INR 25,68,97,613. financial years or any part thereof, the company
UWM has staff strength of 27 employees. shall provide the reasons for not spending the
amount in its Board report: We have spent 1.42%
UWM’s key donors include Deloitte Consulting India Pvt Ltd,
of the 3-year average profit as part of our CSR in
Wells Fargo, JP Morgan, John Deere Foundation, Bank of
the reporting period. During the year, the Company
America, Citibank and Bristol Myers Squibb Foundation.
has invested significant time and resources laying
United Way of Mumbai has been our nodal partner in executing a strong foundation including high-quality content
CRISIL RE – our Employee Volunteering Programme across back-end, robust technology platform for programme
our offices in Mumbai, Pune, Gurgaon and Chennai. They monitoring and enabling infrastructure to rapidly
have helped execute our ongoing environment conservation scale up existing projects. The Company has also put
programmes across these cities along with the local NGO in place strong institutional arrangements for further
partners under the twin themes of Greening and Waste expansion to newer geographical locations and has
Management, planned employee engagement activities as forged robust partnerships with other corporate
well as monitored these programmes. foundations. Both these initiatives will not only help
achieve rapid scale, but also position CRISIL as a
Green Yatra thought leader in the social sector. Going forward, in
Green Yatra is a Non-Profit-Non-Governmental organisation addition to utilising its CSR budget fully, CRISIL, in
(NGO); A devoted Yatra (journey) toward protection, line with its mission of making markets function better
conservation and improvement of our Mother Nature and is also committed to use its research and analytical
Humanity. Their sole objective is to pass on a habitable capabilities to bring in greater transparency to social
GREEN pollution free Earth and a better World to the future sector.
generations.
7. The CSR Committee of the Company hereby confirms
Green Yatra commenced its operations in 2010 and that the implementation and monitoring of CSR Policy,
speacialises in the areas of Tree plantation, Environment is in compliance with CSR objectives and Policy of the
Consultancy, Education, and Waste Management. Its key Company.

For CRISIL Ltd. For and on behalf of the CSR Committee of CRISIL Ltd.

Ashu Suyash Vinita Bali

Managing Director Chairperson for the
& Chief Executive Officer 6th Corporate Social Responsibility Committee Meeting
(DIN: 00494515) (DIN: 00032940)
Mumbai, February 9, 2016 Mumbai, February 9, 2016

66
STATUTORY REPORTS | DIRECTORS’ REPORT

ANNEXURE III TO THE DIRECTORS’ REPORT

Form No. AOC - 2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts) Rules, 2014]

Form for disclosure of particulars of contracts / arrangements entered into by the Company with the related parties referred
to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm’s length transactions under third proviso
thereto.

1. Details of Contracts or arrangements or transactions not at arm’s

length basis

Sl. Name of Nature of Duration of Salient Justification Date(s) of Amount Date on

No. the related contracts / contracts / features of for entering approval by paid as which
party and arrangements arrangements contracts / into such the Board advances, special
nature of / transactions / transactions arrangements contracts / if any resolution
relationship / transactions, arrangements was passed
including / transactions in general
value, if any meeting u/s
188(1)
(a) (b) (c) (d) (e) (f) (g) (h)

Not Applicable

2. Details of material contracts or arrangements or transactions at

arm’s length basis

Sl. Name of the Nature of Duration of Salient features Justification for Date(s) of Amount Date on
No. related party contracts / contracts / of contracts / entering into approval paid as which
and nature of arrangements / arrangements / arrangements such contracts / by the advances, special
relationship transactions transactions / transactions, arrangements / Board / if any resolution
including value, transactions Audit was passed
if any Committee in general
meeting u/s
188(1)
(a) (b) (c) (d) (e) (f) (g) (h)
1 McGraw-Hill Global Ongoing Support MHFI and Services rendered February Nil December
Financial, Inc. Analytical subject to its group in their by CRISIL are 14, 2015 15, 2014
(MHFI) or any Centre renewal as per global operations, at arm’s length
of MHFI group contractual consideration of pricing (ALP)
related entity terms around Rs. 144.47 and in the
crore per annum ordinary course
of business.
CRISIL maintains
appropriate
documentation to
support ALP with
MHFI and its group
Companies.

67
CRISIL Limited Annual Report 2015

2 CRISIL Irevna Global Ongoing, CRISIL invoices Services rendered February Nil Not
UK Ltd (100% Research and subject to CRISIL Irevna by CRISIL Irevna 14, 2015 applicable
Subsidiary) Analytical renewal as per UK for GR&A UK are at arm’s
Services contractual services which length pricing
terms Irevna UK has (ALP) and in the
recovered from ordinary course
external clients. of business.
The pricing is CRISIL maintains
after considering appropriate
appropriate documentation to
remuneration support ALP with
to Irevna UK to CRISIL Irevna UK.
meet its functional
obligation
(Amount invoiced
by CRISIL to
CRISIL Irevna UK
Ltd. in 2015 is Rs.
186.76 crore).
3 CRISIL Irevna Global Ongoing, CRISIL invoices Services rendered February Nil Not
US LLC (100 Research and subject to CRISIL Irevna US by CRISIL Irevna 14, 2015 applicable
% Subsidiary) Analytical renewal as per for GR&A services US are at arm’s
Services contractual which CRISIL length pricing
terms Irevna US has (ALP) and in the
recovered from ordinary course
external clients. of business.
The pricing is CRISIL maintains
after considering appropriate
appropriate documentation to
remuneration to support ALP with
CRISIL Irevna CRISIL Irevna US.
US to meet
its functional
obligation (Amount
invoiced by CRISIL
to CRISIL Irevna
US LLC in 2015 is
Rs. 157.42 crore)
4 CRISIL Irevna Loan given by 10 years Loan outstanding Loan given by July 17, Nil Not
UK Ltd CRISIL Rs. 140.24 crore CRISIL India to 2014 applicable
from CRISIL CRISIL Irevna
Irevna UK Ltd. UK for financing
Tenure of loan acquisitions.
is ten years and
interest rates
are based on
appropriate
benchmarking
5 CRISIL Irevna Global Ongoing, CRISIL Irevna Services rendered February Nil Not
Argentina S. A. Research and subject to Argentina is by CRISIL Irevna 14, 2015 applicable
Analytical renewal as per captive centre and Argentina are
Services contractual provides research at arm’s length
terms services to CRISIL pricing (ALP)
GR&A clients. and in the
The pricing is ordinary course
after considering of business.
appropriate CRISIL maintains
remuneration to appropriate
CRISIL Irevna documentation to
Argentina to meet support ALP with
its functional CRISIL Irevna
obligation. Argentina.
(Amount invoiced
by CRISIL Irevna
Argentina S. A. to
CRISIL Limited is
Rs. 50.55 crore in
2015)

68
STATUTORY REPORTS | DIRECTORS’ REPORT

ANNEXURE IV TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT

For The Financial Year ended 31 December, 2015 (iv) Foreign Exchange Management Act, 1999 and the
[Pursuant to section 204(1) of the Companies Act, 2013 rules and regulations made thereunder to the extent of
and Rule No. 9 of the Companies (Appointment and Foreign Direct Investment, Overseas Direct Investment
Remuneration of Managerial Personnel) Rules, 2014] and External Commercial Borrowings (Not applicable
to the Company during the Audit Period);
To:
The Members (v) The following Regulations and Guidelines prescribed
CRISIL Ltd., under the Securities and Exchange Board of India Act,
CRISIL HOUSE, Central Avenue, 1992 (‘SEBI Act’) :
Hiranandani Business Park,
(a) The Securities and Exchange Board of India
Powai, Mumbai – 400076.
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;

I have conducted the secretarial audit of the compliance of (b) The Securities and Exchange Board of India
applicable statutory provisions and the adherence to good (Prohibition of Insider Trading) Regulations, 1992,
corporate practices by CRISIL Ltd. (hereinafter called ‘the and Securities and Exchange Board of India
Company’). Secretarial Audit was conducted in a manner that (Prohibition of Insider Trading) Regulations, 2015;
provided me a reasonable basis for evaluating the corporate
(c) The Securities and Exchange Board of India
conducts / statutory compliances and expressing my opinion
(Issue of Capital and Disclosure Requirements)
thereon.
Regulations, 2009 (Not applicable to the
Based on my verification of the Company’s books, papers, Company during the Audit Period);
minute books, forms and returns filed and other records
(d) The Securities and Exchange Board of India
maintained by the company and also the information
(Share Based Employee Benefits) Regulations,
provided by the Company, its officers, agents and authorised
2014;
representatives during the conduct of Secretarial Audit, I
hereby report that in my opinion, the Company has, during the (e) The Securities and Exchange Board of India (Issue

audit period covering the financial year ended on December and Listing of Debt Securities) Regulations, 2008

31, 2015, (‘Audit Period’) complied with the statutory provisions (Not applicable to the Company during the

listed hereunder and also that the Company has proper Board- Audit Period);

processes and compliance-mechanism in place to the extent, (f) The Securities and Exchange Board of India
in the manner and subject to the reporting made hereinafter : (Registrars to an Issue and Share Transfer Agents)

I have examined the books, papers, minute books, forms and Regulations, 1993 regarding the Companies Act

returns filed and other records maintained by the Company and dealing with client;

for the financial year ended on December 31, 2015, according (g) The Securities and Exchange Board of India
to the provisions of : (Delisting of Equity Shares) Regulations, 2009

(i) The Companies Act, 2013 (the Act) and the rules made (Not applicable to the Company during the

thereunder; Audit Period); and

(ii) 
The Securities Contracts (Regulation) Act, 1956 (h) The Securities and Exchange Board of India

(‘SCRA’) and the rules made thereunder; (Buyback of Securities) Regulations, 1998.

(iii) The Depositories Act, 1996 and the Regulations and (vi) I further report that having regard to the compliance

Bye-laws framed thereunder; system prevailing in the Company and on

69
CRISIL Limited Annual Report 2015

examination of the relevant documents and records Adequate notice is given to all directors to schedule the
in pursuance thereof, the Company has complied Board Meetings, agenda and detailed notes on agenda were
with the following laws applicable specifically to the generally sent at least seven days in advance, and a system
Company : exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for
• The Securities and Exchange Board of India
meaningful participation at the meeting.
(Credit Rating Agencies) Regulations, 1999,
All decisions at Board Meetings and Committee Meetings
• The Securities and Exchange Board of India
were carried out unanimously as recorded in the minutes of
(Research Analysts) Regulations, 2014,
the meetings of the Board of Directors or Committees of the
• The Reserve Bank of India’s related rules / Board, as the case may be.
regulations as an External Credit Assessment
I further report that there are adequate systems and
Institution status for the Company’s Bank Loan
processes in the Company commensurate with the size and
Ratings business.
operations of the Company to monitor and ensure compliance
I have also examined compliance with the applicable clauses with applicable laws, rules, regulations and guidelines.
of the following:
I further report that during the audit period:
(i) 
Secretarial Standards issued by The Institute of
• the Company has bought back a total of 5,11,932
Company Secretaries of India effective from 1 July,
Shares, utilising a total of Rs. 1,01,97,80,637.97
2015.
(excluding transaction costs) which represents 99.98%
(ii) The Listing Agreements entered into by the Company of the Maximum Buyback Size; and
with Stock Exchanges.
• subject to the other required consents / approvals, the
During the period under review the Company has complied Board of Directors of the Company approved the scheme
with the provisions of the Act, Rules, Regulations, Guidelines, of amalgamation of Company’s three wholly-owned Indian
Standards, etc. mentioned above. subsidiaries, viz. Pipal Research Analytics and Information
I further report that: Services India Private Limited, Coalition Development
Systems (India) Private Limited and Mercator Info-
the Board of Directors of the Company is duly constituted
Services India Private Limited with the Company.
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the • the Board of Directors of the Company approved
composition of the Board of Directors that took place during the proposal to invest upto Rs. 30 crores in financial
the period under review were carried out in compliance with technology companies in areas / sectors that are deemed
the provisions of the Act. strategic for the Company.

Dr. K R Chandratre
FCS No. 1370 Place : Pune
C. P. No.: 5144 Date : 9 February, 2016

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STATUTORY REPORTS | DIRECTORS’ REPORT

ANNEXURE V TO THE DIRECTORS’ REPORT

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014

Note: The information provided below is on standalone basis for Indian Listed entity
1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year:

Sl No. Name of the Director Ratio of the remuneration to the median

remuneration of the employees
a. Mr. Douglas L. Peterson – Chairman, Non-Executive Director 0.07*
b. Mr. H. N. Sinor – Independent Director 5.19
c. Dr. Nachiket Mor – Independent Director 5.32
d. Mr. M Damodaran – Independent Director 5.35
e. Ms. Vinita Bali – Independent Director 4.93
f. Mr. Yann Le Pallec – Non-Executive Director NA*
g. Mr. John Francis Callahan Jr. – Non-Executive Director NA*
h. Mr. Ravinder Singhania – Alternate Director to Mr. Douglas L. Peterson NA
i. Ms. Ashu Suyash – Managing Director & Chief Executive Officer 46.56^

*Sitting Fees and Commission payable to Non- Executive Directors nominated by Standard & Poors’ (S&P) was paid to ‘Standard & Poors’
International LLC’. Since April 2015, MHFI has waived the sitting fees payable to its nominees. Also, commission for the year 2014 and 2015
has been waived by MHFI.
^ Since remuneration is for a part of the year, it is not comparable. Based on annualised remuneration the ratio will be 81.97.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year :

Sl Name of the Director 2014 2015 Percentage

No. Remuneration Remuneration increase in
Rs. Rs. remuneration
a. Mr. Douglas L. Peterson – Chairman, Non-Executive Director 80,000* 40,000* -50%
b. Mr. H. N. Sinor – Independent Director 23,50,000 31,00,000 31.91%
c. Dr. Nachiket Mor – Independent Director 24,10,000 31,75,000 31.74%
d. Mr. M Damodaran – Independent Director 24,30,000 31,95,000 31.48%
e. Ms. Vinita Bali – Independent Director 23,70,000 29,45,000 24.26%
f. Mr. Yann Le Pallec – Non-Executive Director 1,60,000* 0* -100%
g. Mr. John Francis Callahan Jr. – Non-Executive Director Nil* Nil* NA
h. Mr. Ravinder Singhania – Alternate Director to Nil Nil NA
Mr. Douglas L. Peterson
i. Ms. Roopa Kudva - Managing Director & Chief Executive Officer 8,55,47,296 12,79,38,137 $
(up to April 30, 2015)
j. Ms. Ashu Suyash – Managing Director & Chief Executive Officer Nil 2,78,09,450 NA
(with effect from June 1, 2015)
k. Mr. Amish Mehta – Chief Financial Officer 84,53,642 2,49,04,484 194.60% ^
l. Mr. Neelabja Chakrabarty – Company Secretary (up to February 31,30,172 9,50,613 **
27, 2015)
m. Ms. Minal Bhosale – Company Secretary (joined with effect from Nil 43,64,075 NA
June 1, 2015)

*Sitting Fees and Commission payable to Non-Executive Directors nominated by Standard & Poor’s (S&P) was paid to Standard & Poor’s
International LLC. Since April 2015, MHFI has waived the sitting fees payable to its nominees. Also, commission for the year 2014 and 2015
has been waived by MHFI.

71
CRISIL Limited Annual Report 2015

^Since Mr. Mehta joined on October 3, 2014, the remuneration for

Aggregate Rs. 18.60 Crore
2014 and 2015 are not comparable.
remuneration of KMP
$ Remuneration is not comparable in view of cessation of
employment during 2015. There was no increase in base pay Revenue Rs. 1,000.70 Crore
and the increase in remuneration is on account of exercise of Remuneration of KMP 1.86%
stock options. as % of revenue
** Remuneration not comparable in view of cessation of employment
PBT Rs. 325.35 Crore
during 2015.
Remuneration of KMP 5.72%
3. The percentage increase in the median remuneration as % of PBT
of employees in the financial year: Median pay has
7. Variations in the market capitalisation of the
increased by 5.04% in 2015 as compared to 2014.
Company and price-earnings ratio as at the closing
4. The number of permanent employees on the rolls of date of the current financial year and previous
company: 2,858 financial year and percentage increase / decrease in
the market quotations of the shares of the Company
5. The explanation on the relationship between
in comparison to the rate at which the Company
average increase in remuneration and Company
came out with the last public offer
performance: Average increase implemented in 2015
was 16.05%. The objective of the CRISIL remuneration The market capitalisation of the Company increased
framework is to set the total remuneration at levels by 3.37%, from Rs. 13,551.42 crore on December 31,
which attract, motivate, and retain high-calibre and 2014, to Rs. 14,008.97 crore on December 31, 2015.
high-potential personnel in a competitive global The price to earnings ratio was 63.28 times as at
market. The total remuneration level is reset annually December 31, 2015 (previous year, 62.54 times).
as necessary based on a comparison with the
The last public offer by the Company was made in
relevant peer group in the Indian market, established
the year 1994 at a price of Rs. 40 per share of face
through independent compensation surveys, from
value Rs. 10 each. For ease of comparison, we may,
time to time. Variable compensation is an integral
therefore, assume the said price to be Rs. 4 per share
part of our total reward package and is directly linked
for the equity share of face value Re 1 each.
to an individual performance rating and business
performance. Salary increases during the year were The closing price of the equity share of CRISIL on the
in line with Company’s performance as well as per National Stock Exchange of India as on December 31,
Company’s market competitiveness. 2015 was Rs. 1,967.30. The percentage increase in
the market rate of the equity share of CRISIL is thus
6. Comparison of the remuneration of Key Managerial
49,082.50%.
Personnel (KMP) against the performance of
the Company: In accordance with the CRISIL 8. Average percentile increase already made
remuneration framework, the KMP remuneration in the salaries of employees other than the
similarly comprises a fixed component that aims at managerial personnel in the last financial year
market competiveness and need for high-calibre and its comparison with the percentile increase
talent and a variable component which is directly in the managerial remuneration and justification
linked to individual performance as well as that of thereof and point out if there are any exceptional
the Company. Stock options for CRISIL shares are circumstances for increase in the managerial
granted to key employees based on their criticality, remuneration: Average increase in salary for 2015
potential and other parameters established by the over 2014 is 16.05%. Overall managerial remuneration
Nomination & Remuneration Policy. Hence, the to KMPs has increased by 88.24%. During the year,
Company’s performance has a significant correlation on account of succession changes to the position of
with the variable remuneration to Key Managerial CEO and Managing Director, one-time payments such
Personnel. as end-term benefits, exercise of options and joining

72
STATUTORY REPORTS | DIRECTORS’ REPORT

bonus are included in the remuneration. For clarity Independent Directors is determined by the Nomination
on the details of the individual compensation to Key & Remuneration Committee with reference to a threshold
Managerial Personnel, please refer to Annexure VII of of eligible profits within the statutory limits and an
the Directors’ Report. annual external benchmarking exercise. Non-Executive
Directors nominated by Standard & Poors’ (S&P) have
9. Comparison of the each remuneration of the Key
waived off their commission and sitting fees for 2015.
Managerial Personnel against the performance of
the company: Refer point 6 above 11. Ratio of the remuneration of the highest paid director
to that of the employees who are not directors but
10. Key parameters for any variable component of
receive remuneration in excess of the highest paid
remuneration availed by the directors: Variable pay
director during the year: None
for CEO and Managing Director is determined based
on the assessment of key performance areas including 12. Affirmation that the remuneration is as per the
financial targets. Commission to Non-Executive remuneration policy of the Company: Yes

73
CRISIL Limited Annual Report 2015

ANNEXURE VI TO THE DIRECTORS’ REPORT

EMPLOYEE STOCK OPTION SCHEMES

Information required to be disclosed under the Securities and Exchange Board of India
(Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999

Sr. Description ESOS 2011 ESOS 2012 ESOS 2014

No. YR 2015 YR 2014 YR 2015 YR 2014 YR 2015 YR 2014
1. Pricing formula 100% of the closing market price immediately prior to the date of grant on the stock exchange,
which recorded highest trading volume
2. Options outstanding at the 76,863* 4,69,220 4,64,682 7,60,465 25,77,250 NIL
beginning of the year
3. Options granted during the 22,000 33,000 NIL 1,23,000 71,507 28,60,300
year (January to December)
4. Options vested during the year 6,600 3,81,200 2,55,280 2,98,220 79,100 NIL
5. Options exercised during the year 32,763 4,22,607 2,26,907 3,11,038 79,100 NIL
6. Total number of shares arising 31,243 4,06,607 2,24,157 27,558 79,100 NIL
as a result of exercise of
options
7. Options lapsed during the year NIL 2,750 32,965 1,07,745 3,73,850 2,83,050
8. Total number of options in 66,100 76,863 2,04,810 4,64,682 21,95,807 25,77,250
force at the end of the year
9. Money realised by the exercise 2.74 23.58 25.23 31.54 9.62 Nil
of options (Rs. Crore)
10. Grant to Senior Management 22,000 33,000 NIL 1,23,000 71,507 6,30,000
during the year (further details
given below in Note 4)
11. Diluted earnings per share 30.76 30.03 30.76 30.03 30.76 30.03
pursuant to issue of shares on
exercise of option calculated
in accordance with AS 20
‘Earnings per Share’ (Rs.)
(Standalone)
12. Weighted average exercise price (Rs) of the options whose:
a. Exercise price equals market 642.96 617.98 1,067.14 1,067.14 1,238.76 1,217.20
price
b. Exercise price is greater than Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
market price
c. Exercise price is less than Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
market price
13 Weighted average fair value (Rs) of the options whose :
a. Exercise price equals market 201.00 195.31 321.77 320.09 475.31 469.48
price
b. Exercise price is greater than Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
market price
c. Exercise price is less than Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
market price
14. Method of calculating fair value The fair value of the options granted has been estimated using the Black-Scholes option pricing
of options model. Each tranche of vesting has been considered as a separate grant for the purpose of
valuation. The assumptions used in the estimation of the same are given below.

74
STATUTORY REPORTS | DIRECTORS’ REPORT

Share options granted during the period, the weighted average fair value of those options at the measurement
date and information on how that fair value was measured:

Variables Grant dates

February 25, 2015 June 1, 2015
Stock Price 2,025.20 2,090.90
Volatility 25.80% 27.43%
Risk-free Rate 7.73% 7.82%
Exercise Price 2,025.20 2,090.90
Expected Life (Time to Maturity) 3.2 5.0
Dividend yield 1.57% 2.00%
Fair value per option 515.78 708.36

We have used Black-Scholes option pricing model for the purpose estimating fair value of the options granted during the year.

Notes:

1) *After the sub-division of shares from Rs. 10 per equity share to Re 1 per equity share with effect from October 1, 2011.

2) None of the employees were granted, in any one year, options equal to 1% or more of the issued capital of the Company
at the time of grant.

3) There was no variation of the terms of options granted.

4) Options granted to Senior Managerial Personnel up to December 31, 2015, are as follows:

Sl Name ESOS - 2011 ESOS - 2012 ESOS - 2014

No. (number of (number of (number of
options granted) options granted) options granted)
1 Ashu Suyash Nil Nil 71,507
2 Raman Uberoi 30,000 15,000 45,000
3 Pawan Agrawal 22,000 10,000 30,000
4 Ramraj M Pai 22,000 18,000 38,000
5 Ramnath Narayan Iyer* 22,000 8,000 54,000
6 Gurpreet S Chhatwal 22,000 10,000 45,000
7 Srinivasan V 22,000 10,000 54,000
8 Priti Arora 8,000 5,000 24,000
9 Subodh Kumar Rai 11,000 5,000 45,000
10 Suprabha A D 11,000 4,500 45,000
11 Manish Jaiswal Nil 32,000 30,000
12 Sameer Bhatia Nil Nil 24,000
13 Stephane Besson Nil 48,000 Nil
14 Pankaj Jain Nil Nil 45,000
15 Amish Mehta 33,000 Nil Nil
16 Rajasekhar Kaza 22,000 Nil Nil

* Ceased to be in employment as on the date of this report.

5) None of the employees, other than senior management personnel, details of options granted to whom, have been given
at note no. 4 above, were granted options equal to 5% or more of total options granted during the year.

75
CRISIL Limited Annual Report 2015

6) The Company uses intrinsic value method to record compensation cost arising on account of grant made under ESOS
2011, ESOS 2012 and ESOS 2014. The Company has not recorded any compensation cost as the grant has been given
at the market price. Had the Company recorded the compensation cost on the basis of Fair Valuation method instead of
intrinsic value method, employee compensation cost would have been higher by Rs. 360,854,250 (P.Y. Rs. 284,857,244)
and Earning Per Share (EPS) would have been as under :

Earnings Per Share: Nominal value of Re 1 per share

Details Consolidated Standalone

Year ended Year ended Year ended Year ended
December 31, December 31, December 31, December 31,
2015 2014 2015 2014
Basic (Rs) 34.96 33.82 26.10 26.36
Diluted (Rs) 34.51 33.44 25.76 26.06

76
STATUTORY REPORTS | DIRECTORS’ REPORT

ANNEXURE VII TO THE DIRECTORS’ REPORT

Form No MGT-9
Extract of annual return as on the financial year ended on December 31, 2015
[Pursuant to section 92(3) and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i. CIN L67120MH1987PLC042363

ii. Registration date 29/01/1987

iii. Name of the company CRISIL Ltd.

iv. Category / Sub-Category of the Company Public Limited Company

v. Address of the Registered office and contact details CRISIL House, Central Avenue,
Hiranandani Business Park, Powai,
Mumbai 400 076
Tel 022-33423000 Fax 022-33423810
Website: www.crisil.com
e-mail: [email protected]
vi. Whether listed company Yes
Yes / No
vii. Name, Address and Contact details of Registrar Karvy Computershare Pvt. Ltd.
and Transfer agent, if any Unit : CRISIL Ltd.
Karvy Selenium Tower B, Plot 31-32,
Gachibowli Financial District,
Nanakramguda, Hyderabad 500 032
Email : [email protected]
Phone : +91 40 6716 1500
Toll Free No. : 1-800-34-54-001
Fax : +91 40 6716 1567

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company, on standalone basis, are as under:

Sl Name and description of NIC code of the % to total

No. main products / services product/ service turnover of the
Company
1. Ratings: Providing credit ratings including Bond Ratings, Bank Loan 66190 45
Ratings, SME Ratings, other grading services
2. Research: Research services include Global Research & Analytics 66190 55
activities divided into Financial Research, Risk & Analytics and
Corporate Research, and India Research activities comprising
Economy & Industry Research, Funds & Fixed Income Research and
Equity & Company Research

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl Name and address CIN/GLN Holding/ % of Applicable

no of the company Subsidiary/ shares section
Associate held
i. S&P India LLC Not applicable Holding Company 43.83 2(46)
2711, Centreville Road, Suite 400,
Wilmington, Delaware 19808, USA
ii. McGraw-Hill Asian Holdings (Singapore) Pte Ltd Not applicable Holding Company 14.92 2(46)
12 Marina Boulevard, #23-01,
Marina Bay Financial Centre,
Tower 3, Singapore 018982
iii. Standard & Poors’ International LLC Not applicable Holding Company 8.42 2(46)
1221, Avenue of the Americas,
48th Floor, New York, NY 10020, USA

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CRISIL Limited Annual Report 2015

iv. CRISIL Risk and Infrastructure Solutions U72100MH- Subsidiary Company 100% 2(87)
Limited 2000PLC128108
CRISIL House, Central Avenue,
Hiranandani Business Park, Powai,
Mumbai 400 076
v. Pipal Research Analytics and Information U73100M- Subsidiary Company 100% 2(87)
Services India Private Limited H2004PTC244103
CRISIL House, Central Avenue,
Hiranandani Business Park, Powai,
Mumbai 400 076
vi. Coalition Development Systems (India) U72300M- Subsidiary Company 100% 2(87)
Private Limited H2004PTC149360
CRISIL House, Central Avenue,
Hiranandani Business Park, Powai,
Mumbai 400 076
vii. Mercator Info-Services India Private Limited U72300M- Subsidiary Company 100% 2(87)
CRISIL House, Central Avenue, H2010PTC211572
Hiranandani Business Park, Powai,
Mumbai 400 076
viii. CRISIL Irevna UK Ltd Not applicable Subsidiary Company 100% 2(87)
C/o Penningtons Manches LLP
125 Wood Street,
London EC2V 7AN
ix. CRISIL Irevna US LLC Not applicable Subsidiary Company 100% 2(87)
C/o. Global Corporate Services Inc.,
704 N. Kind St., #500,
Wilmington, Delaware 19899, USA
x. CRISIL Irevna Argentina S A Not applicable Subsidiary Company 100% 2(87)
Reconquista 1088, 9th floor,
Provincia de Buenos Aires, Argentina
xi. CRISIL Irevna Poland Sp Z oo Not applicable Subsidiary Company 100% 2(87)
Renaissance Business Centre, 6th Floor,
ul. Świętego Mikołaja 7,
50 - 125 Wrocław
xii. CRISIL Irevna Information Technology Not applicable Subsidiary Company 100% 2(87)
(Hangzhou) Co Ltd
Room 1606, 16th floor,
Hengxin Mansion, Jiangnan Avenue 588,
Hangzhou, China
xiii. Coalition Development Ltd Not applicable Subsidiary Company 100% 2(87)
C/o. Penningtons Manches LLP,
125 Wood Street,
London EC2V 7AN
xiv. Coalition Development Singapore Pte. Ltd., Not applicable Subsidiary Company 100% 2(87)
60 Robinson Road, # 11-01,
BEA Building, Singapore 068892

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STATUTORY REPORTS | DIRECTORS’ REPORT

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

i) Category-wise Share Holding

Category of share- Number of shares held at the beginning of the Number of shares held at the end of the year %
holders year change
Demat Physical Total Percentage Demat Physical Total % of total during
of total shares the
shares year*

A. Promoters
(1) Indian
Individual/HUF - - - - - - - - -
Central Government - - - - - - - - -
State Government(s) - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / FI - - - - - - - - -
Any other - - - - - - - - -
Sub-total (A)(1) - - - - - - - - -
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other – Individuals - - - - - - - - -
Bodies Corporate 4,78,32,539 - 4,78,32,539 67.03 4,78,32,539 - 4,78,32,539 67.17 0.14*
Banks / FI - - - - - - - - -
Any other - - - - - - - - -
Sub-total (A)(2) 4,78,32,539 - 4,78,32,539 67.03 4,78,32,539 - 4,78,32,539 67.17 0.14*
Total shareholding 4,78,32,539 - 4,78,32,539 67.03 4,78,32,539 - 4,78,32,539 67.17 0.14*
of Promoter
(A) = (A)(1)+(A)(2)
B. Public shareholding
1. Institutions
a) Mutual funds 39,36,876 - 39,36,876 5.52 31,79,603 - 31,79,603 4.47 (1.05)*
b) Banks / FI 6,18,518 2,000 6,20,518 0.87 3,76,228 2,000 3,78,228 0.53 (0.34)*
c) Central - - - - - - - - -
government
d) State - - - - - - - - -
government(s)
e) Venture capital - - - - - - - - -
funds
f) Insurance 35,97,160 - 35,97,160 5.04 34,77,164 - 34,77,164 4.88 (0.16)*
companies
g) FIIs 49,39,108 3,000 49,42,108 6.93 56,33,823 3,000 56,36,823 7.92 0.99*
h) Foreign venture - - - - - - - - -
capital funds
i) O
 thers- qualified - - - - - - - - -
foreign investor
Sub-total (B)(1) 1,30,91,662 5,000 1,30,96,662 18.36 1,26,66,818 5000 1,26,71,818 17.80 (0.56)*
2. Non-institutions
a) Bodies corporate
i) Indian 7,04,203 7,000 7,11,203 1.00 9,89,838 4,000 9,93,838 1.40 0.40*
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual 49,14,701 1,55,154 50,69,855 7.10 51,25,706 1,41,134 49,56,840 6.96 (0.14)*
shareholders
holding nominal
share capital up
to Rs. 1 lakh

79
CRISIL Limited Annual Report 2015

ii) Individual 44,12,829 - 44,12,829 6.18 42,53,082 - 45,63,082 6.41 0.23*

shareholders
holding nominal
share capital in
excess of Rs.
1 lakh
c) Others (specify)
Directors 55,000 - 55,000 0.08 - - - - (0.08)*
Non-resident 1,70,692 - 1,70,692 0.24 1,81,389 - 1,81,389 0.25 0.01*
individuals
Clearing members 8,165 - 8,165 0.01 9,511 - 9,511 0.01 -
Trusts 110 - 110 0.00 86 - 86 0.00 -
Sub-total (B)(2) 1,02,65,700 162,154 1,04,27,854 14.61 1,05,59,612 145,134 1,07,04,746 15.03 0.42
Total public 2,33,57,362 167,154 2,35,24,516 32.97 2,32,26,430 150,134 2,33,76,564 32.83 (0.14)*
shareholding
(B) = (B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
custodian for
GDRs & ADRs
Grand Total (A+B+C) 7,11,89,901 1,67,154 7,13,57,055 100.00 7,10,58,969 1,50,134 7,12,09,103 100.00 -

* In addition to changes on account of purchase / sale of shares, evident from the different shareholding positions beginning and end of the year,
the change in % of shareholding during the year is consequent to allotment of shares to employees exercising their options under Employee
Stock Option Schemes of the Company and the extinguishment of share capital consequent to the buyback programme of the Company

(ii) Shareholding of Promoters

Sl Shareholder’s name Shareholding at the beginning of the year Shareholding at the end of the year % change in
no. Number of % of total % of shares Number of % of total % of shares share-
Shares Shares Pledged / Shares Shares Pledged / -holding
of the encumbered of the encumbered during the
Company to total Company to total year*
shares shares
1. S&P India LLC 3,12,09,480 43.74 Nil 3,12,09,480 43.83 Nil 0.09
2. McGraw-Hill Asian Holdings 1,06,23,059 14.89 Nil 1,06,23,059 14.92 Nil 0.03
(Singapore) Pte Ltd
3. Standard & Poors’ 60,00,000 8.40 Nil 60,00,000 8.42 Nil 0.02
International LLC
TOTAL 4,78,32,539 67.03 Nil 4,78,32,539 67.17 Nil 0.14

* The change in % of shareholding during the year is consequent to allotment of shares to employees exercising their options under Employee
Stock Option Schemes of the Company and the extinguishment of share capital consequent to the buyback programme of the Company

(iii) Change in promoters’ shareholding (please specify, if there is no change)

Sl Particulars Shareholding at the beginning of Cumulative Shareholding

no. the year during the year
Number of % of total Number of % of total
Shares Shares of the Shares Shares of the
Company Company*
1. S&P India LLC
January 1, 2015 3,12,09,480 43.74 3,12,09,480 43.74
Date wise increase / decrease in Promoters No change
Shareholding during the year specifying the reasons for
increase / decrease (e.g. allotment / transfer / bonus/
sweat equity, etc.)
December 31, 2015 3,12,09,480 43.83* 3,12,09,480 43.83*
2. McGraw-Hill Asian Holdings (Singapore) Pte. Ltd.
January 1, 2015 1,06,23,059 14.89 1,06,23,059 14.89
Date wise increase / decrease in Promoters No change
Shareholding during the year specifying the reasons for
increase / decrease (e.g. allotment / transfer / bonus/
sweat equity, etc.)

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STATUTORY REPORTS | DIRECTORS’ REPORT

December 31, 2015 1,06,23,059 14.92* 1,06,23,059 14.92*

3. Standard & Poor's International LLC
January 1, 2015 60,00,000 8.40 60,00,000 8.40
Date wise increase / decrease in Promoters No change
Shareholding during the year specifying the reasons for
increase / decrease (e.g. allotment / transfer / bonus/
sweat equity, etc.)
December 31, 2015 60,00,000 8.42* 60,00,000 8.42*

* The change in % of shareholding during the year is consequent to allotment of shares to employees exercising their options under the
Employee Stock Option Schemes of the Company and the extinguishment of share capital consequent to the buyback programme of the
Company

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of Global Depository Receipts
(GDRs) and American Depositary Receipts (ADRs)) as at the beginning of the year

NOTE: The dates mentioned above are the dates of receipt of statement of beneficial positions from the Depositories

Sl For Each of the Top 10 Shareholders Shareholding at the beginning of Cumulative Shareholding during
no. the year the year
No. of Shares % of total No. of Shares % of total
Shares of the Shares of the
Company Company*
1. Jhunjhunwala Rakesh and Rekha
January 1, 2015 40,00,000 5.61 - -
Date wise increase / decrease in Shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus / sweat equity etc.)
December 31, 2015 40,00,000 5.62* - -
2. General Insurance Corporation of India
January 1, 2015 28,19,996 3.95 - -
March 27, 2015 – Sale (1,12,411) (0.16) 27,07,585 3.79
March 31, 2015 – Sale (7,585) (0.01) 27,00,000 3.78
December 31, 2015 27,00,000 3.79* - -
3. Unit Trust of India – Various Funds
We combine the folios of all schemes of UTI Mutual Fund to give a fair representation of the total holding.
January 1, 2015 16,83,631 2.36 - -
January 2, 2015 - Sale (1,234) (0.00) 16,82,397 2.36
January 9, 2015 - Sale (10,482) (0.01) 16,71,915 2.34
January 16, 2015 - Sale (18,139) (0.03) 16,53,776 2.32
January 23, 2015 - Sale (15,037) (0.02) 16,38,739 2.30
January 30, 2015 - Sale (28,140) (0.04) 16,10,599 2.26
February 6, 2015 - Sale (42,203) (0.06) 15,68,396 2.20
February 27, 2015 - Purchase 1,696 0.00 15,70,092 2.20
March 6, 2015 - Sale (29,977) (0.04) 15,40,115 2.16
March 13, 2015 - Sale (6,672) (0.01) 15,33,443 2.15
March 20, 2015 - Sale (1,17,940) (0.17) 14,15,503 1.98
April 3, 2015 – Sale (55) (0.00) 14,15,448 1.98
April 10, 2015 – Sale (14,685) (0.02) 14,00,763 1.96
April 17, 2015 – Sale (68,650) (0.10) 13,32,113 1.87
April 24, 2015 – Sale (7,000) (0.01) 13,25,113 1.85
May 1, 2015 – Sale (48,382) (0.07) 12,76,731 1.79
May 8, 2015 – Sale (5,000) (0.01) 12,71,731 1.78
May 15, 2015 – Sale (42,549) (0.06) 12,29,182 1.72
May 29, 2015 – Sale (7,500) (0.01) 12,21,682 1.71
June 5, 2015 – Sale (16,500) (0.02) 12,05,182 1.69
June 26, 2015 – Sale (12,500) (0.02) 11,92,682 1.67

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CRISIL Limited Annual Report 2015

July 10, 2015 – Sale (2,500) (0.00) 11,90,182 1.67

July 17, 2015 – Sale (7,079) (0.01) 11,83,103 1.67
July 24, 2015 – Sale (4,709) (0.01) 11,78,394 1.66
August 14, 2015 – Sale (14,244) (0.02) 11,60,899 1.64
August 21, 2015 – Sale (7,955) (0.01) 11,52,944 1.63
August 28, 2015 – Sale (3,000) (0.00) 11,49,944 1.62
September 4, 2015 – Purchase 1,911 0.00 11,51,855 2.62
September 11, 2015 – Sale (7,758) (0.01) 11,44,097 2.62
September 25, 2015 – Sale (19,023) (0.03) 11,25,074 2.62
October 16, 2015 – Purchase 4,596 0.01 11,29,670 1.59
October 23, 2015 - Sale (4,000) (0.01) 11,25,670 1.58
December 4, 2015 – Sale (60) (0.00) 11,25,610 1.58
December 11, 2015 – Purchase 1,500 0.00 11,27,110 1.58
December 18, 2015 – Purchase 3,963 0.01 11,31,073 1.59
December 25, 2015 – Purchase 5,000 0.01 11,36,073 1.60
December 31, 2015 – Purchase 7,770 0.01 11,43,843 1.61
December 31, 2015 11,43,843 1.61* - -
4. Matthews Funds – Various Funds
We combine the folios of all schemes of Matthews Funds under the Foreign Institutional Investor category to give a fair
representation of the total holding.
January 1, 2015 10,18,199 1.43 - -
January 23, 2015 - Purchase 66,736 0.09 10,84,935 1.52
January 30, 2015 - Purchase 25,134 0.04 11,10,069 1.56
February 6, 2015 - Purchase 6,868 0.01 11,16,937 1.57
February 13, 2015 - Purchase 60,023 0.08 11,76,960 1.65
February 27, 2015 - Purchase 42,313 0.06 12,19,273 1.71
March 6, 2015 - Purchase 67,664 0.09 12,86,937 1.80
March 13, 2015 - Purchase 1,50,622 0.21 14,37,559 2.01
March 20, 2015 - Purchase 1,20,169 0.17 15,57,728 2.18
March 27, 2015 - Purchase 31,356 0.04 15,89,084 2.23
March 31, 2015 - Purchase 39,411 0.06 16,28,495 2.28
April 10, 2015 – Purchase 24,582 0.03 16,53,077 2.32
April 17, 2015 – Purchase 67,192 0.09 17,20,269 2.41
April 24, 2015 – Purchase 11,759 0.02 17,32,028 2.42
May 8, 2015 – Purchase 5,339 0.01 17,37,367 2.43
August 21, 2015 – Purchase 1,12,726 0.16 18,50,093 2.61
August 28, 2015 – Purchase 9,578 0.01 18,59,671 2.62
October 30, 2015 – Purchase 3,799 0.01 18,63,470 2.62
November 6, 2015 - Purchase 16,544 0.02 18,80,014 2.64
November 13, 2015 - Purchase 3,403 0.00 18,83,417 2.64
December 18, 2015 – Sale (5,260) (0.01) 18,78,157 2.64
December 31, 2015 – Sale (6,946) (0.01) 18,71,211 2.63
December 31, 2015 18,71,211 2.63* - -
5. IDFC Premier Equity Fund
January 1, 2015 9,13,000 1.28 - -
July 10, 2015 (4,03,000) (0.56) 5,10,000 0.71
December 31, 2015 5,10,000 0.71* - -
6. Mondrian Emerging Market / Investments
We combine the folios of all schemes of Mondrian under the Foreign Institutional Investor category to give a fair representation of the
total holding.
January 1, 2015 9,09,962 1.28 - -
January 9, 2015 – Sale (1,20,987) (0.17) 7,88,975 1.11

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STATUTORY REPORTS | DIRECTORS’ REPORT

January 23, 2015 – Purchase 1,06,960 0.15 8,95,935 1.26

March 6, 2015 – Sale (25,745) (0.04) 8,70,190 1.22
March 13, 2015 – Sale (90,000) (0.13) 7,80,190 1.09
September 4, 2015 – Sale (25,866) (0.04) 7,54,324 1.06
September 11, 2015 – Sale (14,700) (0.02) 7,39,624 1.04
September 18, 2015 – Sale (7,990) (0.01) 7,31,634 1.03
September 25, 2015 – Sale (29,090) (0.04) 7,02,544 0.99
December 31, 2015 7,02,544 0.99* - -
7. Life Insurance Corporation of India
January 1, 2015 7,65,735 1.07 - -
Date wise increase / decrease in Shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus / sweat equity etc.)
December 31, 2015 7,65,735 1.08* - -
8. Smallcap World Fund, Inc
January 1, 2015 5,35,000 0.75 - -
June 19, 2015 – Purchase 35,000 0.05 5,70,000 0.80
December 31, 2015 5,70,000 0.80* - -
9. T Rowe Price International Funds
We combine the folios of all schemes of T Rowe Price International Funds under the Foreign Institutional Investor category to give a
fair representation of the total holding.
January 1, 2015 4,69,398 0.66 - -
May 1, 2015 - Purchase 15,020 0.02 4,84,418 0.68
June 30, 2015 - Purchase 6,396 0.01 4,90,814 0.69
August 21, 2015 - Purchase 3,391 0.00 4,94,205 0.70
December 25, 2015 - Purchase 2,605 0.00 4,96,810 0.70*
December 31, 2015 4,96,810 0.70* - -
10. State Bank of India
January 1, 2015 4,64,855 0.65 - -
January 2, 2015 - Sale (650) (0.00) 4,64,205 0.65
January 9, 2015 - Purchase 2,000 0.00 4,66,205 0.65
January 16, 2015 - Purchase 3,250 0.00 4,69,455 0.66
January 23, 2015 - Sale (5,000) (0.01) 4,64,455 0.65
February 6, 2015 - Purchase 1,500 0.00 4,65,955 0.65
March 13, 2015 - Sale (1,000) (0.00) 4,64,955 0.65
March 27, 2015 - Sale (15,000) (0.02) 4,49,955 0.63
April 17, 2015 – Sale (9,162) (0.01) 4,40,793 0.62
April 24, 2015 – Purchase 3,099 0.00 4,43,892 0.62
May 1, 2015 – Purchase 29,000 0.04 4,72,892 0.66
May 8, 2015 – Purchase 200 0.00 4,73,092 0.66
May 15, 2015 – Sale (9,018) (0.01) 4,64,074 0.65
May 22, 2015 – Sale (1,288) (0.00) 4,62,786 0.65
June 5, 2015 - Purchase 3,126 0.00 4,65,912 0.65
July 3, 2015 – Sale (1,703) (0.00) 4,64,209 0.65
July 10, 2015 – Sale (10,000) (0.01) 4,54,209 0.64
August 7, 2015 – Sale (7,000) (0.01) 4,47,209 0.63
August 28, 2015 – Sale (20,533) (0.03) 4,26,676 0.60
September 11, 2015 - Sale (24,250) (0.03) 4,02,426 0.57
September 18, 2015 - Sale (23,500) (0.03) 3,78,926 0.53
September 25, 2015 - Sale (54,000) (0.08) 3,24,926 0.46
September 30, 2015 - Sale (51,000) (0.07) 2,73,926 0.39
October 9, 2015 - Sale (12,000) (0.02) 2,61,926 0.37

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CRISIL Limited Annual Report 2015

October 16, 2015 - Sale (2,150) (0.00) 2,59,776 0.37

October 23, 2015 - Sale (5,000) (0.01) 2,54,776 0.36
October 30, 2015 - Sale (14,000) (0.02) 2,40,776 0.34
November 13, 2015 - Sale (750) (0.00) 2,40,026 0.34
November 27, 2015 - Sale (13,276) (0.02) 2,26,750 0.32
December 25, 2015 - Sale (8,162) (0.01) 2,18,588 0.31
December 31, 2015 2,18,588 0.31* - -

* Other than the change in shareholding due to purchase or sale of shares done by each of the aforementioned shareholders, the change in the
percentage of shareholding during the year is also consequent to allotment of shares to employees exercising their options under the Employee
Stock Option Schemes of the Company and the extinguishment of share capital consequent to the buyback programme of the Company

(v) Shareholding of directors and Key Managerial Personnel (KMP):

Sl For each of the directors Shareholding at the beginning of Cumulative shareholding

no. and KMP the year during the year
No. of Shares % of total No. of Shares % of total
Shares of the Shares of the
Company Company
1. Mr. Douglas L. Peterson
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
2. Mr. John F. Callahan Jr. (appointed as an additional director on October 18, 2015)
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
3. Mr. Yann Le Pallec
January 1, 2015 Nil 0.00 Nil 0.00

Date wise increase / decrease in shareholding during No change

the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
4. Mr. H N Sinor
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
5. Dr. Nachiket Mor
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
6. Mr. M Damodaran

January 1, 2015 Nil 0.00 Nil 0.00

Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
7. Ms. Vinita Bali
January 1, 2015 Nil 0.00 Nil 0.00

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STATUTORY REPORTS | DIRECTORS’ REPORT

Date wise increase / decrease in shareholding during No change

the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
8. Mr. Ravinder Singhania (Alternate to Mr. Douglas L. Peterson)
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
9. Ms. Ashu Suyash, Managing Director & Chief Executive Officer (appointed with effect from June 1, 2015)
January 1, 2015 N.A. 0.00 N.A. 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
10. Mr. Amish Mehta
January 1, 2015 Nil 0.00 Nil 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00
11. Ms. Minal Bhosale, Company Secretary (appointed as Company Secretary with effect from June 1, 2015)
January 1, 2015 N.A. 0.00 N.A. 0.00
Date wise increase / decrease in shareholding during No change
the year specifying the reasons for increase / decrease
(e.g. allotment / transfer / bonus/ sweat equity etc.)
December 31, 2015 Nil 0.00 Nil 0.00

V. INDEBTEDNESS – NOT APPLICABLE

Indebtedness of the Company including interest outstanding / accrued but not due for payment

Particulars Secured loans Unsecured Deposits Total

excluding deposits loans indebtedness
(Rs) (Rs) (Rs) (Rs)
Indebtedness at the beginning of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
Addition Nil Nil Nil Nil
Reduction Nil Nil Nil Nil
Net change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) Nil Nil Nil Nil

85
CRISIL Limited Annual Report 2015

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. Particulars of remuneration Name of MD/WTD/Manager Total amount

no. Ms. Roopa Kudva, Ms. Ashu Suyash
Managing Director & Managing Director &
Chief Executive Officer Chief Executive Officer
(up to April 30, 2015) (appointed with effect
from June 1, 2015)
(Rs.) (Rs.)
1. Gross salary
(a) Salary as per provisions contained in 1,83,00,796 1,63,88,750 3,46,89,546
section 17(1) of the Income-tax Act, 1961*
(b) Value of perquisites u/s 17(2) Income-tax 2,93,310 20,700 3,14,010
Act, 1961
(c) Profits in lieu of salary under section 17(3) Nil Nil Nil
Income-tax Act, 1961 (Variable Pay)
2. Stock option (Perquisite value) 10,93,44,031 Nil 10,93,44,031
3. Sweat equity Nil Nil Nil
4. Commission
- as % of profit Nil Nil Nil
- others, (Variable Pay) Nil 1,14,00,000 1,14,00,000
5. Others, please specify Nil Nil Nil
Total (A) 12,79,38,137 2,78,09,450 15,57,47,587
Ceiling as per the Act Rs. 16.38 crore (being 5% of Net Profits of the Company as calculated
as per Section 198 of the Companies Act, 2013)
* As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Group as a whole, the amount pertaining to
key management personnel is not included above.

B. Remuneration to other Directors:

Sl. Name of Directors Particulars of remuneration

no. Fee for Commission Others, please Total Amount
attending board / specify
committee meetings
(Rs.) (Rs.) (Rs.) (Rs.)
Independent Directors
1 Mr. H N Sinor 6,00,000 25,00,000 Nil 31,00,000
2 Dr. Nachiket Mor 6,75,000 25,00,000 Nil 31,75,000
3 Mr. M Damodaran 6,95,000 25,00,000 Nil 31,95,000
4 Ms. Vinita Bali 4,45,000 25,00,000 Nil 29,45,000
Non-Executive Directors
5. Mr. Douglas L. Peterson 40,000* Nil* Nil 40,000*
6. Mr. Yann Le Pallec Nil* Nil* Nil Nil*
7. Mr. Neeraj Sahai (ceased 40,000* Nil* Nil 40,000*
to be a Director on October
17, 2015)
8. Mr. John F. Callahan Jr. Not Applicable Nil* Nil* Nil*
(appointed as an Additional
Director with effect from
October 18, 2015)
9. Mr. Ravinder Singhania Nil Nil Nil Nil
(Alternate to Mr. Douglas L.
Peterson)
Total (B) 24,95,000 1,00,00,000 Nil 1,24,95,000
Ceiling as per the Act Rs. 3.26 crore (being 1% of Net Profits of the Company as calculated as per Section 198 of the
Companies Act, 2013)

* Sitting Fees and Commission payable to Non- Executive Directors nominated by Standard & Poors’ (S&P) is paid to ‘Standard & Poors’ International
LLC’. Since April 2015, MHFI has waived the sitting fees payable to its nominees. Also, commission for the year 2015 has been waived by MHFI.

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STATUTORY REPORTS | DIRECTORS’ REPORT

Total Managerial Remuneration :

Sl Particulars Amount (Rs.)

No.
1. Remuneration to Managing Director, Whole-time 15,57,47,587
Directors and/or Manager (as per A above)
2. Remuneration to other Directors (as per B above) 1,24,95,000
TOTAL 16,82,42,587
Overall ceiling as per the Act (%) Rs. 19.66 crore (being 6% of Net Profits of the Company as
calculated as per Section 198 of the Companies Act, 2013)

C. Remuneration to Key Managerial Personnel Other than MD / Whole-time Director/ Manager:

Sl Particulars of Key Managerial Personnel*

No. remuneration Chief Financial Company Secretary Company Secretary Total amount
Officer (Mr. Neelabja (Ms. Minal Bhosale,
(Mr. Amish Mehta) Chakrabarty, up to with effect from
February 27, 2015) June 1, 2015)
(Rs.) (Rs.) (Rs.)
1. Gross salary
(a) Salary as per 1,99,54,484 7,96,606 38,46,875 2,45,97,965
provisions contained
in section 17(1) of the
Income Tax Act, 1961*
(b) Value of perquisites Nil Nil Nil Nil
u/s 17(2) Income Tax
Act, 1961
(c) Profits in lieu of Nil Nil Nil Nil
salary under Section
17(3) Income Tax
Act, 1961
2. Stock Options Nil 1,54,007 Nil 1,54,007
3. Sweat equity Nil Nil Nil Nil
4. Commission
- as % of profit Nil Nil Nil Nil
- others (Variable Pay) 49,50,000 Nil 5,17,200 54,67,200
5. Others, please specify Nil Nil Nil Nil
Total 2,49,04,484 9,50,613 43,64,075 3,02,19,172
* As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Group as a whole, the amount pertaining to
key management personnel is not included above.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Brief description Details of penalty Authority Appeal made,
Companies Act / punishment/ [RD / NCLT if any
compounding / COURT] (give details)
fees imposed
A. COMPANY
Penalty Not Applicable
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
87
CRISIL Limited Annual Report 2015

Annexure to the Directors' Report

Management Discussion and

Analysis Report

CRISIL Business Some of the big-ticket structural reforms as Goods and Services
Tax were delayed and diluted, subduing sentiment further.
CRISIL is India’s foremost provider of ratings, research, policy
advisory and analytics, with a global footprint and a strong track As for the global scene, after the financial crisis of 2008-09,
record of growth and innovation. We are driven by our mission economic recovery was patchy, uneven and fraught with risks.
of making markets function better by delivering independent 2015 was no different, with world output growth slowing to 3.1%
opinions, actionable insights and efficient solutions. from 3.4% in 2014. Economic activity was marked by a modest
improvement in advanced economies and slower growth in
CRISIL is majority owned by Standard and Poor’s (S&P), emerging and developing economies. While Europe and Japan
the world’s foremost provider of credit ratings and a part of stepped up monetary easing to preserve growth, improved
McGraw Hill Financial (formerly The McGraw-Hill Companies) outlook for the US prompted the Federal Reserve to raise interest
(NYSE:MHFI). rates by 0.25 percentage points towards the end of 2015.

Business Environment Commodity and crude exporting economies such as Russia

and parts of Latin America slipped into recession, while
India’s growth picked up in 2015, but only by a little. The
Chinese growth slowed to 6.9% in 2015 from 7.3% in 2014.
Central Statistical Organisation has estimated current
Chinese rebalancing towards consumption and services from
fiscal GDP growth at 7.6% compared with 7.3% in the last.
investment and manufacturing contributed to weakening
Inflation remained within the Reserve Bank of India’s target
global trade and falling crude and commodity prices. Slowing
range despite two successive monsoon failures. India’s
China and weak trade also hit the Asian economies.
external vulnerability has declined dramatically, especially
since 2013, because of a sharp fall in current account deficit, Yet businesses continue to perform fairly well amid tough

and stable and moderate external debt. However, despite market conditions. CRISIL’s international business grew

macroeconomic improvement, the economy’s underbelly significantly driven by opportunities arising out of changing

remains weak and business environment challenging. The regulatory environment, and our strong capabilities in the risk

outlook on private corporate investment remains sluggish and analytics. The India businesses continued to strengthen

amid a mildly favourable turn in the interest rate cycle, even their position in a subdued operating environment.

as bad loans keep rising and testing the banking sector.

Huge underutilised capacities and lackluster household CRISIL Ratings
demand continue to weigh on manufacturing investments. India’s economy and business environment remained subdued
Additionally, highly leveraged balance sheets of infrastructure in 2015 due to weak demand and investments. However, growth
companies are constraining investments. seems to be clawing back on a modest recovery in consumption
On the external front, while a decline in commodity prices and increased government spending. Credit growth of India’s
have helped India control inflation and rein in its twin deficits banking sector remained muted at 11.1% year-on-year (y-o-y)
(fiscal and current account), the ongoing global slowdown as of December 2015. Poor monsoon, muted investments,
has hurt its exports. weak working capital demand, rising risk aversion owing to

88
STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

deteriorating asset quality of public sector banks, and availability Coalition delivered a strong performance, driven by its core
of cheaper funds in the commercial paper market slowed credit Competitor and Client Analytics, which reported solid growth,
offtake. The capital market witnessed an increase in activity Newer Analytics such as Cost/Operating Margin and RWA/
in the third quarter of the year due to falling interest rates in Exposure Analytics performed well, too.
line with easing policy rates. However, base rates of banks
saw much weaker transmission; issuances were primarily CRISIL Research
driven by refinancing of debt and not by the need for capital CRISIL Research maintained its dominant and premium
investment. Hence the bond market which saw a big leg up in position in its flagship Industry Research business. However,
quarter three was again subdued in the last quarter. depressed investment cycle and weak performance of banks
stemming from poor credit growth, high NPAs and squeezed
In 2015, CRISIL’s bank loan ratings, or BLR, business
profitability, impacted research business. Consequently, the
witnessed muted growth due to weak credit offtake in the
growth of the Industry Research business remained modest
manufacturing sector and intensified competition. These
with muted pricing growth.
factors adversely impacted average realisation. SME
Ratings were impacted due to reduced budgetary support
CRISIL Infrastructure Advisory
by Government of India under the NSIC – Performance
and Risk Solution (CRIS)
& Credit Rating Scheme. However, CRISIL continues
to serve small and medium enterprises (SMEs) without • Infrastructure Advisory
subsidy from the government and there has been an
CRISIL Infrastructure Advisory started the year slowly, but
uptick in volumes in second half of 2015 due to enhanced
picked up momentum in the second half. It won several large
efforts taken to scale the business. GAC continued to
and prestigious mandates in India and abroad. This has
work closely with S&P, growing in new areas such as risk
helped the business build an order book that’s significantly
management and regulatory support, including model
larger than before.
validation and documentation support, among others,
while increasing the level of integration with S&P teams • Risk Solutions
globally. 2015 was a year of consolidation with investments being made
in various products for CRISIL Risk Solutions (CRS). These
CRISIL Global Research &
investments are expected to play a key role in expansion and
Analytics (CRISIL GR&A)
growth of the business and contribute to revenues over the next
(Includes Irevna, Pipal Research and Coalition)
3 years.
2015 was another year of subdued growth for the global
economy. Banks are actively transforming their front-, middle- ANALYSIS OF CONSOLIDATED
and back-office activities to provide differentiated services, FINANCIAL CONDITION AND RESULT OF
achieving cost efficiencies and increasing productivity, which OPERATIONS
have resulted in a large portion of their derivatives business being The financial statements of the group and its’ subsidiaries
shifted to captives and to offshoring entities. The Risk & Analytics have been combined on a line by line basis by adding
vertical continued to see good demand from banks in areas together the book values of like items of assets, liabilities,
such as stress testing, model validation and regulatory change income and expenses, after duly eliminating intra-group
initiatives. New regulations such as the Fundamental Review balances and intra-group transactions and resulting gains/
of the Trading Book (FRTB) as well as increased demand for losses as per Accounting Standard 21 - Consolidated
our services with banks and financial institutions in the areas of Financial Statements notified under section 133 of the
operational risk, credit risk, market risk, compliance analytics and Companies Act 2013, read together with paragraph 7 of
risk infrastructure support have been growth drivers. In Financial the Companies (Accounts) Rules 2014. The accounting
Research, we have added clients across our business segments policies have been consistently applied by the company
of the buy and sell sides, and credit risk. The majority of the and are consistent with those used in the previous year. The
incremental business has come from new areas and/or clients. financial statements have been prepared under historical
Corporate Research faced a challenging business environment cost convention on an accrual basis. The management
due to shrinking client budgets and restricted spends. accepts responsibility for the integrity and objectivity of the

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CRISIL Limited Annual Report 2015

financial statements, as well as for the various estimates 4. Provisions

and judgment used therein.
a. Provision for employee benefits. The overall liability
was Rs. 56.94 crores as on December 31, 2015,
The consolidated financial condition and result of operations
compared with Rs. 48.98 crore in the previous year. The
are more relevant for understanding the performance of
growth in the current year is in line with headcount and
CRISIL.
merit increase.
A. Financial condition
b. Proposed dividend. The proposed dividend
1. Share capital
represents the dividend recommended to the
The authorised capital of the company is Rs.10 crore, shareholders by the Board of Directors, which will be
comprising 100,000,000 equity shares of Re.1 per share. paid after the Annual General Meeting upon approval
During the year, the company issued and allotted 363,980 by the shareholders.
equity shares of the company to eligible employees on
exercise of options granted under Employee Stock Option 5. Other liabilities
Scheme 2011, 2012 and 2014. The company also completed Other liabilities mainly represent payables on account of
buyback of shares on July 16, 2015, pursuant to which withholding tax, service tax, other duties, unearned revenue,
511,932 shares of Re. 1 each, fully paid-up, were purchased rent deferment and employee payables like bonus, salary
from the open market. Consequently, the issued, subscribed and other reimbursement. Unearned revenue represents
and paid up capital of the Company decreased from fee received in advance for which services have not been
71,357,055 equity shares of Re.1 each to 71,209,103 equity rendered. Other liabilities were Rs. 289.20 crore as against
shares of Re.1 each. Rs. 235.52 crore in the current year. Other liabilities were
higher in the current year due to employee payable and
2. Reserves and surplus
unearned revenue.
Reserves and surplus, as at December 31, 2015, stood at Rs.
6. Goodwill on Consolidation
848.64 crore as against Rs. 841.21 crore in the corresponding
previous period. The growth in reserves is after recording an Goodwill on consolidation represents the excess of purchase
appropriation for dividend and dividend distribution tax of Rs. consideration over net asset value of acquired subsidiaries on
197.37 crore and utilisation of Rs. 101.98 crore reserve for the date of such acquisition. Goodwill is tested for impairment
buyback of shares. annually or more frequently, if there are indications of impairment.

7. Fixed assets
3. Trade payables
Tangible assets
Trade payables as at December 31, 2015, were Rs. 37.36
The Company’s investments in tangible assets represent
crore as against Rs. 38.60 crore in the previous year. Trade
cost of buildings, leasehold improvements, computers, office
payables include amounts payable to vendors for supply of
equipment, furniture, fixtures and vehicles.
goods and services.

At the end of the year, the Company’s investments in tangible fixed assets were as follows:
(Rs. in Crore)

Particulars As at December As at December Growth

31, 2015 31, 2014 %
Gross Block 234.67 241.85 (3)
Less : Accumulated depreciation 156.19 150.58 4
Net Block 78.48 91.27 (14)
Add : Capital work in progress 0.13 - 100
Net Fixed Assets 78.61 91.27 (11)
Depreciation as a % of total income 3% 3%
Accumulated depreciation as % of gross block 67% 62%

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STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

During the year, the Company invested Rs. 26.20 crore in fixed assets. This included office equipment, computers and leasehold
improvements to support expansion of business and to provide for replacement of existing assets. Gross block was lower mainly on
account of classification of certain premises as assets held for sale.

Depreciation as a percentage of total income remained constant at 3% for the current year. The Company expects to fund its
investments in fixed assets and infrastructure from internal accrual and liquid assets. It may, however, borrow to fund capital
expenditure, if considered necessary.

Intangible assets

The Company’s intangible assets are stated at cost of acquisition or construction less accumulated amortisation and impairment
losses, if any. Intangible assets are amortised over their estimated useful economic life. During the year, the Company’s net
intangible assets were Rs. 19.06 crore as against Rs. 25.60 crore in the previous year.

8. Investments and Treasury

The Company’s treasury as at December 31, 2015, was Rs. 530.05 crore as against Rs. 523.32 crore in the previous year. Cash
and cash equivalents constituted 40% of total assets as at December 31, 2015, as against 41% in the previous year.
(Rs. in Crore)

Particulars As at December % As at December % Growth

31, 2015 31, 2014 %
Cash and Bank Balance 109.88 21 118.89 23 (8)
Fixed Deposit 42.44 8 35.54 7 19
Mutual Funds 377.73 71 368.89 70 2
Total 530.05 100 523.32 100 1

The Company’s treasury position continues to be healthy and taxes. Advances recoverable in cash or kind, or for value to be
showed a marginal growth as funds were utilised towards received, are mainly towards amounts paid in advance for value
share buyback and services to be received in future. Sundry deposits represent
deposits for premises taken on lease, electricity and others. As
The Company continues to maintain adequate amount of on December 31, 2015, loans and advances were Rs. 89.04
liquidity/treasury to meet strategic and growth objectives. crore compared with Rs. 80.13 crore for the corresponding
The Company has ensured a balance between earning previous period ended December 31, 2014. Growth in loans
adequate returns on liquidity/treasury assets and the need to and advances was mainly on account of an increase in prepaid
cover financial and business risks. expenses and cenvat credit receivable during the year.

The Company actively monitors its treasury portfolio and

11. Other assets
has a policy in place for investing surplus funds. Appropriate
limits and controls are in place to ensure that investments Other assets, excluding bank balances, as on December 31,
are made as per policy. 2015, were Rs. 58.11 crore compared with Rs. 51.78 crore
for the corresponding previous period ended December 31,
9. Deferred tax assets 2014. Other current assets mainly comprise accrued revenue
We recorded net deferred tax assets of Rs. 36.26 crore as and mark to market (MTM) on outstanding forward contracts.
at December 31, 2015, as against Rs. 29.91 crore as at
December 31, 2014. Deferred tax assets are recognised 12. Trade receivables
only to the extent that there is reasonable certainty sufficient Trade receivables at gross levels were Rs. 211.68 crore as
future taxable income will be available against which such at December 31, 2015, compared with Rs. 156.15 crore as
deferred tax assets can be realised. at December 31, 2014. Trade receivables constituted 15%
of operating revenue, (representing an outstanding of 56
10. Loans and advances
days of operating revenue) compared with 12% of operating
Loans and advances comprise loans to staff, advances revenue (representing an outstanding of 45 days of operating
recoverable in cash or kind, sundry deposits and advance revenue) during the previous year.

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CRISIL Limited Annual Report 2015

The break-up of debtors relating to segment is given below:

(Rs. in Crore)

Particulars As at December 31, 2015 % As at December 31, 2014 % Change %

Rating 44.06 21 36.38 23 21
Research 145.01 68 91.10 59 59
Advisory 22.61 11 28.67 18 (21)
Total 211.68 100 156.15 100 36

The Company believes that the outstanding trade receivables are recoverable and it has adequate provision for bad debt.
Provision for doubtful debt balance as of December 31, 2015, was Rs. 16.10 crore as against Rs. 15.29 crore as at December
31, 2014. Provision for bad debt as a percentage of revenue for the year ended December 31, 2015, was 1.17% compared with
1.22% for the year ended December 31, 2014.

B. Results of operations
The summary of the operating performance for the year is given below:
(Rs. in Crore)

Particulars As at December % of revenue As at December % of revenue Growth

31, 2015 31, 2014 %
Income from operations 1379.94 97 1253.38 98 10
Other income 43.22 3 23.69 2 82
Total income 1423.16 100 1277.07 100 11
Expenses
Personnel expenses 693.76 49 592.94 46 17
Establishment expenses 93.88 7 92.71 7 1
Other expenses 192.70 13 179.24 14 7
Depreciation 37.12 3 36.12 3 3
Operating expenses 1017.46 72 901.01 70 13
Profit before tax 405.70 28 376.06 30 8
Tax expense 120.55 8 107.62 8 12
Profit after tax 285.15 20 268.44 21 6
Dividend (including tax on dividend) 197.37 14 169.69 13 16

Income from operations grew 10% in 2015 driven mainly by growth in the Research segment. Operating expenses grew 13%
mainly on account of growth in personnel expenses.

Segmental Revenue Analysis

Rs. Crore 2015 Rs. Crore 2014

Advisory Advisory
5% 5%
Rating
31%

Research Research
64% 59% Rating
36%

Rating 434.12 - 31% Rating 445.04 - 36%

Research 879.73 - 64% Research 744.89 - 59%
Advisory 66.09 - 5% Advisory 63.45 - 5%
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STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Segmental Results (Rs. in Crore)

Segmental details As at December As at December Growth

31, 2015 31, 2014 %
Revenues :
Rating 434.12 445.04 (2)
Research 879.73 744.89 18
Advisory 66.09 63.45 4
Total 1379.94 1253.38 10
Segmental profit :
Rating 147.06 165.60 (11)
Research 273.93 217.24 26
Advisory 2.31 6.65 (65)
Total 423.30 389.49 9

Rating revenues witnessed drop in current year on account of reduced budgetary support from Government of India for the
NSIC- Performance & Credit Rating Scheme for small and medium enterprises business. The large corporate ratings business
was impacted by subdued domestic economic environment in 2015 and delays in decision-making by corporates. The medium
corporate ratings (BLR) business witnessed muted growth due to weak credit offtake in the manufacturing sector and greater
competition. Research revenue growth was driven by CRISIL GR&A’s Risk and Analytics vertical on account of continued
demand from banks in areas such as stress testing, model validation and regulatory change initiatives. Coalition delivered a
strong performance, driven by its core Client Analytics. The India Research business was impacted by depressed investment
cycle and weak performance of the banking sector stemming from poor credit growth, high NPAs and squeezed profitability.
The Advisory segment comprising infrastructure and risk solutions business grew by 4%. The infrastructure advisory vertical
witnessed growth in revenue driven by a few large and prestigious mandates won. For the Risk Solutions business, 2015 was
a year of consolidation with investments in various products to strengthen product base.

Margins in Ratings were impacted on account limited budgetary allocation of subsidy by the Government and muted growth
in large and medium corporate businesses. Research segment profitability grew 26% on account of improved performance by
CRISIL GR&A business primarily in Risk and Analytics vertical. Advisory segment profitability was lower mainly on account of
investments made in various products of the risk solution business to strengthen product base.

Revenue by Geography

Rs. Crore

500

400

300

200

100

0
15 14 15 14 15 14 15 14

North Rest of the

India Europe
America World
2015 439.78 408.93 449.50 81.73
2014 432.12 385.32 355.69 80.25

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CRISIL Limited Annual Report 2015

Other income (net)

Other income for the year was Rs. 43.22 crore from Rs. 23.69 crore for the corresponding previous period ended December 31,
2014. Other income was higher on account of profit on sale of current investment and foreign exchange income in the current
year.

Expense Analysis

Total expense for the year was Rs. 1017.46 crore as against Rs. 901.01 crore for the corresponding previous period.

The composition and growth in expenses as a percentage to total operating expenses are given below:

2015 2014

Rs. Crore Establishment Rs. Crore Establishment

9% 10%

Others Others
19% 20%

Depreciation Depreciation
4% 4%

Personnel Personnel
68% 66%

Establishment 93.88 - 9% Depreciation 37.12 - 4% Establishment 92.71 - 10% Depreciation 36.12 - 4%

Others 192.70 - 19% Personnel 693.76 - 68% Others 179.24 - 20% Personnel 592.94 - 66%

Personnel expense grew by 17% was on account of merit and headcount increase in the current year. Increase in other
expenses is driven by higher professional fee linked to revenue growth and investments in product development.

Interest

The Company continued to be debt-free during the year and therefore, did not incur any interest expense.

Profit and Loss Ratios

Particulars 2011 2012 2013 2014 2015

Personnel expenses/Revenue (%) 41 44 45 46 49
Operating and other expenses/ Revenue (%) 68 69 69 71 71
Operating profit (PBIDT)/Revenue (%) 36 35 40 32 31
Depreciation and amortisation/Revenue (%) 4 3 3 3 3
Tax/ Revenue (%) 8 9 11 8 8
PAT/ Revenue (%) 24 22 26 21 20

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STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Revenue and profit per employee for the past five years have been as under:
Rs. lakh
39.2
40 36.9
33.5
35
28.3 29.9
28.9
30
26.7
25 21.0
23.6
20.0
20
15
9.9 10.2 10.2
10 8.3
8.9

5
0
2011 2012 2013 2014 2015

2011 2012 2013 2014 2015

Ope. Rev per employee 28.3 29.9 33.5 36.9 39.2
Ope. Expense per employee 20.0 21.0 23.6 26.7 28.9
Profit per employee 8.3 8.9 9.9 10.2 10.2
Avg. Headcount (Nos) 3,006 3,329 3,424 3,454 3,629

Operating revenue per employee recorded a healthy growth of previous period. The growth in reserves was 7% (excluding
6% over previous period. Operating cost was higher compared reserve utilised towards buy back) achieved through strong
with the previous year on account of increase in personnel profitability despite a challenging business environment.
expenses linked to merit increase. Profit per employee remained The growth in reserves is after recording an appropriation
constant at Rs. 10.20 lakh which was achieved through a for dividend and dividend distribution tax of Rs. 197.37 crore
combination of revenue growth and improved productivity and utilisation of reserve towards buyback of shares.
through automation and effective utilisation of resources.
3. Trade payables
ANALYSIS OF STANDALONE FINANCIAL
Trade payables as on December 31, 2015, were Rs. 24.26
CONDITION AND RESULT OF
crore as against Rs. 30.10 crore in the previous year. Trade
OPERATIONS OF CRISIL Limited
payables include amount payable to vendors for supply of
A. Financial condition goods and services.

1. Share capital
4. Provisions
The authorised capital of the company is Rs.10 crore,
Provision for employee benefits. The overall
a. 
comprising 100,000,000 equity shares of Re.1 per share.
liability was Rs. 46.99 crore as at December 31,
During the year, the company issued and allotted 363,980
2015, as against Rs. 40.75 crore in the previous
equity shares to eligible employees on exercise of options
year (+15%). Growth in the current year is in line
granted under Employee Stock Option Scheme 2011, 2012
with headcount and merit increase.
and 2014. The company also completed buyback of shares
on July 16, 2015, pursuant to which 511,932 shares of Re. 1 Proposed dividend. The proposed dividend
b.
each, fully paid up, and were purchased from the open market. represents the dividend recommended to the
Consequently, the issued, subscribed and paid up capital of shareholders by the Board of Directors, which will
the Company decreased from 71,357,055 equity shares of be paid after the Annual General Meeting upon
Re.1 each to 71,209,103 equity shares of Re.1 each. approval by the shareholders.

2. Reserves and surplus 5. Other liabilities

Reserves and surplus, as at December 31, 2015, stood Other liabilities mainly represent payables on account of
at Rs. 668.02 crore as against Rs. 720.25 crore in the withholding tax, service tax, other duties and unearned

95
CRISIL Limited Annual Report 2015

revenue. Unearned revenue represents fee received in advance or advance billing for which services have not been
rendered.

6. Fixed assets

Tangible assets
The Company’s investments in tangible assets represent cost of buildings, leasehold improvements, computers, office
equipment, furniture fixtures and vehicles.

At the end of the year, the Company’s investments in tangible fixed assets were as follows:
(Rs. in Crore)

Particulars As at December As at December Growth

31, 2015 31, 2014 %
Gross Block 192.74 201.26 (4)
Less : Accumulated depreciation 133.69 130.43 2
Net Block 59.05 70.83 (17)
Add : Capital work in progress 0.13 - 100
Net Fixed Assets 59.18 70.83 (16)
Depreciation as a % of total income 2% 3%
Accumulated depreciation as % of gross block 69% 65%

During the year, the Company’s investment in fixed assets was Rs. 16.28 crore, whereas sale of assets realised Rs. 0.57 crore.
The assets acquired included equipment, computers and leasehold improvements to support expansion of business and to
provide for replacement of existing assets. The assets sold were mainly computers and furniture. Decrease in gross block is
mainly on account of certain premises being classified as asset held for sale.

Depreciation as a percentage of total income for the ended December 31, 2015 was 2% as against 3% in the previous year.
The Company expects to fund its investments in fixed assets and infrastructure from its internal accruals and liquid assets.

Intangible assets
The Company’s intangible assets are stated at cost of acquisition, software or construction less accumulated amortisation
and impairment losses if any. Intangible assets are amortised over their estimated useful economic life. During the year, the
Company’ net intangible assets was Rs. 0.13 crore as against Rs. Nil in the previous year.

7. Investments and Treasury

(Rs. in Crore)

Particulars As at December As at December Growth

31, 2015 31, 2014 %
Cash and bank balance 34.42 38.93 (12)
Fixed deposit 8.75 19.15 (54)
Mutual funds 357.56 355.52 1
Total 400.73 413.60 (3)

The Company’s treasury as at December 31, 2015, was Rs. 400.73 crore as against Rs. 413.60 crore in the previous year.
Cash and cash equivalents constituted 40% of total assets and remains same over the period. The Company’s treasury
position as on December 31, 2015 is marginally lower over the previous year, mainly on account of payouts for dividend and
the buyback programme.

The Company continues to maintain adequate amount of liquidity/treasury to meet strategic and growth objectives. The
Company has ensured a balance between earning adequate returns on liquidity/treasury assets and the need to cover financial
and business risks.

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STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Company actively monitors its treasury portfolio and 10. Other assets
has a policy in place for investing surplus funds. Appropriate
Other assets, excluding bank balances, as at December 31,
limits and controls are in place to ensure that investments
2015, were Rs. 17.60 crore as against Rs. 19.16 crore for the
are made as per policy.
corresponding previous period ended December 31, 2014.
Other current assets mainly comprise interest accrued and
8. Deferred tax assets
unbilled revenue.
We recorded net deferred tax assets of Rs. 28.04 crore
as on December 31, 2015, as against Rs. 21.66 crore as 11. Trade receivables
at December 31, 2014. Deferred tax assets are recognised
Trade receivables at gross levels were Rs. 147.72 crore as
only to the extent that there is reasonable certainty sufficient
at December 31, 2015, as against Rs. 138.11 crore as at
future taxable income will be available against which such
December 31, 2014. Trade receivables constituted 15% of
deferred tax assets can be realised.
operating revenue, (representing an outstanding of 56 days
of operating revenue) and remains same over the period. The
9. Loans and advances
improvement in operating cycle over the previous year was on
Loans and advances comprise loans to staff, advances account of focused collection efforts throughout the year.
recoverable in cash or kind, sundry deposits and advance
taxes. Advances recoverable in cash or kind, or for value to be The Company believes that outstanding trade receivables
received, are mainly towards amounts paid in advance for value are recoverable and it has adequate provision for bad
and services to be received in future. Sundry deposits represent debts. Provision for doubtful debt balance as of December
deposits for premises taken on lease, electricity and others. 31, 2015, was Rs. 12.59 crore as against Rs. 11.51 crore
as on December 31, 2014. Provision for bad debts as a
As at December 31, 2015, loans and advances were percentage to revenue for the year ended December 31,
Rs. 199.98 crore as against Rs. 227.86 crore for the 2015, was 1.32% as against 1.27% for the year ended
corresponding previous period ended December 31, 2014. December 31, 2014.
B. Results of operations

The summary of standalone operating performance for the year is given below:
(Rs. in Crore)

Particulars As at December % of revenue As at December % of revenue Growth %

31, 2015 31, 2014
Income from operations 956.10 96 903.36 97 6
Other income 44.60 4 32.04 3 39
Total income 1000.70 100 935.40 100 7
Expenses
Personnel expenses 362.51 36 328.71 35 10
Establishment expenses 69.49 7 68.47 7 1
Other expenses 219.32 22 206.92 22 6
Depreciation 24.03 2 23.92 3 0
Operating expenses 675.35 67 628.02 67 8
Profit before tax 325.35 33 307.38 33 6
Tax expense 103.35 10 91.88 10 12
Profit after tax 222.00 22 215.50 23 3
Dividend (including tax on 197.37 20 169.69 18 16
dividend)

Income from operations revenue grew 6% in 2015 and was driven by growth in the Research segment. Operating expenses
grew 8% mainly on account of growth in personnel expenses due to merit and headcount increase.

Revenue Analysis

Ratings revenue witnessed a drop in the current year on account of reduced budgetary support from Government of India for the
NSIC- Performance & Credit Rating Scheme for small and medium enterprises business. The large corporate ratings business
was impacted by subdued domestic business environment during 2015 due to weak investment demand and delay in decision-

97
CRISIL Limited Annual Report 2015

making by corporates. The medium corporate ratings (BLR) Key business risks and mitigation strategy are highlighted
business witnessed muted growth due to weak credit offtake below.
in the manufacturing sector and greater competition. Research
1. Business risks
revenue growth was driven by CRISIL GR&A’s Risk and
Analytics vertical on account of continued demand from banks To mitigate the risk arising from high dependence on any one

in areas such as stress testing, model validation and regulatory business for revenues, the Company has adopted a strategy

change initiatives. The India Research business was impacted of diversifying in new products/services and into different

by the depressed investment cycle and weak performance of business segments. To address the risk of dependence on a

the banking sector, pressured by poor credit growth, high NPAs few large clients and a few sectors in the business segments,

and squeezed profitability. the Company has also actively sought to diversify its client
base and industry segments.
Other income (net)
The Company strives to add value to its clients by providing
Other income for the year was Rs. 44.60 crore from
services of a superior quality, and maintaining a robust
Rs. 32.04 crore for the corresponding previous period ended
franchise with investors and end-users, to mitigate the risk
December 31, 2014. Other income was higher mainly on
arising from slowdown in global economy and competitive
account of profit on sale of current investment and foreign
pricing. Repeat business from large clients in the research
exchange income in the current year.
segment, nevertheless, continues to contribute significantly
Expense Analysis to revenue.

Personnel expense growth of 10% was on account of merit The Company carries reputation risk for services rendered,
and headcount increase in the current year. Increase in other especially in rating business. CRISIL’s ratings process is
expenses is mainly on account of professional fee expenses designed to ensure that all ratings are based on the highest
that are linked to revenue growth. standards of independence and analytical rigour.

Revenue and average profit per employee were Rs. 27.51 2. Foreign exchange earning risk
lakh and Rs. 7.95 lakh, respectively. CRISIL will continue
CRISIL foreign currency revenue earnings are significant
with its initiatives to improve its revenue and profit per
and any appreciation or depreciation in the rupee can have a
employee through business process re-engineering, making
significant impact on revenue and profitability. The company
the processes more efficient and effective use of technology.
has in place a well-defined hedging policy and process
Interest designed to minimise the impact of volatility in foreign
exchange fluctuations on earnings. We evaluate exchange
The Company continued to be debt-free during the year and
rate exposure arising from these transactions and enter into
therefore, did not incur any interest expense.
foreign exchange hedging contracts to mitigate the risks
arising out of movement in the rupee (INR). The hedging
C. Risk management
programme covers a large portion of projected future revenue
The company has in place a robust risk management over a 12-month period and is restricted to standard forward
framework with overall governance and oversight from the contracts and options. Overall, the company has not faced
Audit Committee and Board of Directors. Risk Assessment any significant negative impact on profitability on account of
is conducted periodically and Company has a mechanism currency fluctuation.
to identify, assess, mitigate and monitor various risks to key
Appropriate internal controls are in place for monitoring the
business objectives.
hedging programme.
Risk Assessment is a combination of bottom-up and top-down
3. Policy risk
view of key risks facing the business across all segments
and functions. All the risks were reviewed and assigned The company derives a significant portion of its revenue
probability of materialisation and potential impact based come from Ratings services, which depend on several
on deliberations with business leaders and independent factors, including regulatory policy. The Reserve Bank of
assessment. Mitigation plans are designed, implemented India (RBI) has mandated that a new Internal Rating-Based
and monitored on quarterly basis. (IRB) approach be adopted from this year. The RBI has also

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STATUTORY REPORTS | MANAGEMENT DISCUSSION AND ANALYSIS REPORT

specified that after implementation of the IRB framework by through comprehensive policies and processes. These
a bank, there should be a transition period of a minimum of processes allow information access to personnel within the
two years during which banks will have to calculate minimum company based on identified roles. Audits are conducted
capital requirement using the IRB Approach as well as the regularly to ensure that implementation of policies and
Standardised Approach of Basel II. Most of the banks are in processes are satisfactory, and in line with internationally-
the process of building infrastructure to migrate to the IRB accepted best practices; ISO certification of eight of our
approach over the next 3-4 years. offices underscores our high compliance with policies
related to Information Security and Management System.
To mitigate the risk of dependence on mandated businesses,
The company’s business processes are automated
the company continues to pursue its strategy of diversification
through bespoke business applications that capture and
and globalising operations. It also seeks to build a strong
maintain information regarding business processes, client
franchise with investors by holding investor meets and
agreements, reports generated and assignments delivered,
seminars for improving transparency around ratings and
thus creating adequate database for our knowledge
rating methodologies, and showcasing the utility and benefits
appropriately. The technology used by the company at all
of ratings.
locations provides for redundancy and for disaster recovery.
4. Human resource attrition risk For critical business processes, the business teams have
CRISIL’s key assets are its employees and in a highly defined a business continuity plans and have tested it with
competitive market attrition continues to be one of the the help of the IT team. The technology department keeps
key challenges. CRISIL continues to accord top priority to abreast of changes, and suitably undertakes projects for
managing employee attrition by formulating talent retention technology upgradation to keep the infrastructure current,
programme and offering a competitive salary and growth and to provide for redundancy.
path for talented individuals.
7. Internal audit and Internal financial controls system
5. Legal and statutory risks
The Audit Committee provides oversight of the Company’s
The Company has no material litigation in relation to Internal Audit process. The Audit Committee reviews and
contractual obligations pending against it in any court in concurs in the appointment, replacement, performance
India or abroad. The Company Secretary, compliance and and compensation of the Company’s Internal Auditor and
legal functions advice the Company on issues relating approves Internal Audit’s annual Audit Plan and budget. The
to compliance with law and to pre-empt violations. The Audit Committee also receives regular updates on the Audit
Company Secretary submits a quarterly report to the Board Plan’s status and results including reports issued by Internal
on the company’s initiatives to comply with the laws of Auditor and the status of management’s corrective actions.
various jurisdictions. The company also seeks independent
legal advice wherever necessary. Pursuant to the requirement of amendments in Companies
Act 2013, the Company has institutionalised Internal Financial
6. Technology - related risks
Controls System. Accordingly, key risks and controls across
Information Technology is core to the operations of all all businesses and functions are identified, and gaps are
CRISIL businesses. All technology services are governed remediated, if any.

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CRISIL Limited Annual Report 2015

AUDITORS' CERTIFICATE FOR CORPORATE GOVERNANCE

To the Members of CRISIL Limited

We have examined the compliance of conditions of Corporate Governance by CRISIL Limited for the year ended 31st December,
2015, as stipulated in applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘the Regulations’).

Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in applicable provisions of the Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For S. R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm registration number 301003E

per Jayesh Gandhi

Partner
Membership number: 037924
Mumbai, February 9, 2016

MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER'S DECLARATION

To the Members of CRISIL Ltd.

I hereby confirm that all the members of the Board and Senior Management have affirmed compliance with the Code of
Conduct.

For CRISIL Ltd.

Ashu Suyash
Managing Director & Chief Executive Officer
DIN: 00494515
Mumbai, February 9, 2016

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STATUTORY REPORTS | CORPORATE GOVERNANCE

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.

The composition of the Board of Directors of the Company as on December 31, 2015, was as follows:

Category Name of the Director

Non-Executive Chairman Mr. Douglas L. Peterson
(DIN: 05102955)
Independent, Non-Executive Directors Mr. H. N. Sinor
(DIN: 00074905)
Dr. Nachiket Mor
(DIN: 00043646)
Mr. M. Damodaran
(DIN: 02106990)
Ms. Vinita Bali
(DIN: 00032940)
Non-Executive Directors Mr. John F. Callahan Jr. (Jack Callahan)
(DIN: 07314618)
Mr. Yann Le Pallec
(DIN: 05173118)
Managing Director & Chief Executive Officer Ms. Ashu Suyash
(DIN: 00494515)
Alternate Director (alternate to Mr. Douglas L. Mr. Ravinder Singhania
Peterson) (DIN: 00006921)

Notes:
1. Mr. Neeraj Sahai (DIN 06978371) has resigned from the directorship of the Company with effect from October 17, 2015.
2. The Board of Directors of the Company has appointed Mr. John F. Callahan Jr. as an Additional Director of the Company with effect from
October 18, 2015 as a Non-Executive Director.
3. Ms. Roopa Kudva (DIN 00001766) ceased to be the Managing Director & Chief Executive Officer of CRISIL with effect from April 30,
2015.
4. Ms. Ashu Suyash was appointed as the Managing Director & Chief Executive Officer of CRISIL with effect from June 1, 2015

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CRISIL Limited Annual Report 2015

Succession policy
Percentage of Board Positions
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
Non-Executive, Independent Directors - 50% appointment beyond sixty years.
Executive Director - 13%
Non-Executive Directors - 37% Memberships of other Boards

Criteria for Board Membership Independent Directors are expected not to serve on the boards of
competing companies. No Director shall hold office as a director
The members of the Board of Directors of the Company
in more than ten public companies. No Director of the Company
are eminent persons of proven competence and integrity.
shall serve on more than ten committees or can act as chairman
Board members possess the education, expertise, skills
of more than five committees across all Indian public limited
and experience in various sectors and industries required to
companies in which he / she is a Director. For the purpose of
manage and guide the Company. The Board has adopted
this limitation, membership and chairmanship in Audit Committee
the Nomination and Remuneration Policy to ensure that
and Stakeholders’ Relationship Committee are only considered.
the Board composition is balanced with requisite skill sets,
No Independent Director shall serve as Independent Director in
so that the Company benefits from new insights, guidance
more than seven listed companies or three listed companies in
and challenges to business proposals. The said Policy
case he is a Whole-time Director in any listed company.
outlines the appointment criteria and qualifications for the
Directors on the Board of CRISIL and the matters related Furthermore, every Director informs the Company about
to remuneration of the Directors. The said Policy has been the directorship / committee positions he / she occupies
published elsewhere in this Report as an Annexure to the in other companies and notifies the changes as and when
Director’s Report. None of the Directors is a relative of an they take place. The details of other directorships held by
Executive Director or of a Non-Executive Director. the Company’s Directors in public limited companies as on
December 31, 2015 are given below:
Membership term

The Managing Director is appointed by the shareholders for Name of the Directorship# Membership Chairmanship
Director of of
a period of five years but can be reappointed on completion
Committees* Committees*
of the term, if eligible. The employment may be terminated Mr. H. N. Sinor 5 3 2
by either party by giving three months’ notice. Independent Dr. Nachiket Mor 1 Nil Nil
Directors shall hold office for up to two terms of five years Mr. M. Damodaran 4 5 Nil
each. As per the Articles of Association of the Company, at Ms. Vinita Bali 2 1 Nil
least two-thirds of the other Board members shall be retiring Mr. Douglas L. Nil Nil Nil
directors. One-third of such directors are required to retire Peterson

every year and if eligible, the retiring directors qualify for re- Mr. Yann Le Pallec 1 Nil Nil
Mr. John F. Nil Nil Nil
appointment.
Callahan Jr.

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STATUTORY REPORTS | CORPORATE GOVERNANCE

Ms. Ashu Suyash Nil Nil Nil the Chief Executive Officer of Coalition, Mr. Amish Mehta was
Mr. Ravinder 2 1 Nil the Chief Financial Officer and Mr. Rajasekhar Kaza headed
Singhania Human Resources. Mr. Sameer Bhatia headed Infrastructure
Advisory and Mr. Manish Jaiswal headed Risk Solutions, both
# Excluding CRISIL Limited, Private Limited Companies, Foreign
Companies, Section 8 Companies and Alternate Directorships. being the business divisions of the wholly owned subsidiary
* 
Memberships / Chairmanships in Audit Committee and Company, CRISIL Risk and Infrastructure Solutions Limited.
Stakeholders’ Relationship Committee, excluding those in
CRISIL Limited.
The details of attendance at the meetings of the Board of
Directors held during the tenure of the respective Directors and
Details of shareholdings of Directors as on the attendance at the last Annual General Meeting are as under:
December 31, 2015
Name of the No. of No. of Board Last Annual
None of the Directors hold any shares in the Company. Directors Board meetings General
meetings attended out Meeting
However, Ms. Ashu Suyash, Managing Director & Chief
held of those held attendance
Executive Officer, has been granted 71,507 options under the during
Employee Stock Option Scheme – 2014 at an exercise price the
tenure
of Rs. 2,101.10 on June 1, 2015.
Mr. H. N. Sinor 5 5 Yes
Responsibilities Dr. Nachiket Mor 5 5 Yes
Mr. M. Damodaran 5 5 Yes
The Board looks at strategic planning and policy formulation.
Ms. Vinita Bali 5 4 Yes
The Board meets at least once in every quarter to review the
Mr. Douglas L. 5 5 Yes
Company’s operations and the maximum time gap between any Peterson
two meetings is not more than 120 days. During the year ended Mr. Yann Le 5 4 Yes
December 31, 2015, the Board met five times - on February Pallec
14, April 17, April 28, July 17, and October 17. The agenda of Mr. Neeraj Sahai 5 4# Yes
Board meetings is circulated to all the Directors well in advance Mr. John F. Nil Not Not Applicable
Callahan Jr. Applicable$
and contains all the relevant information. The Company has an
Ms. Roopa 3 2^ Yes
executive committee comprising the Managing Director and a
Kudva
team of senior management personnel with proper demarcation Ms. Ashu Suyash 2 2& Not Applicable
of responsibilities and authority. The Managing Director is Mr. Ravinder 5 --@ No
responsible for corporate strategy, planning, external contacts Singhania
and Board matters. The heads of individual businesses and (Alternate
Director)
the CRISIL leadership team are responsible for all day-to-day
operations-related issues, profitability, productivity, recruitment, # Mr. Neeraj Sahai resigned with effect from October 17, 2015

and employee retention for their divisions. $ Mr. John F. Callahan Jr. was appointed with effect from October
18, 2015
^ Ms. Roopa Kudva was the Managing Director & Chief Executive
As on the date of this report, Mr. Raman Uberoi headed the Officer of CRISIL up to April 30, 2015
CRISIL Ratings – Large Corporates business, Mr. V. Srinivasan & Ms. Ashu Suyash is the Managing Director & Chief Executive
headed CRISIL Ratings – SME business, Mr. Subodh Officer of CRISIL with effect from June 1, 2015
@ Mr. Ravinder Singhania did not attend the meetings since
Rai headed CRISIL Ratings – Mid Corporates business, Mr. Douglas L. Peterson for whom he is Alternate Director,
Mr. Pawan Agrawal was the Chief Analytical Officer, Mr. Manish attended all Board Meetings.

Jaiswal headed the CRISIL Research business, Ms. Priti

Arora was the head of the Global Analytical Centre, Ms. Paras
Familiarisation programme for Independent
Nayyar was head of Corporate Strategy & New Initiatives and,
Directors
Mr. Ramraj Pai oversaw the CRISIL Foundation. In Global The Company has conducted the Familiarisation
Research & Analytics (GR&A) business, Mr. Pankaj Jain was programmes for Independent Directors during the
the Global head of GR&A Sales, Mr. Gurpreet Chhatwal headed year. The Programmes aim to provide insights into
the Risk & Analytics vertical and Ms. Suprabha A. D. headed the the Company to enable the Independent Directors to
GR&A Research Services vertical. Mr. Stephane Besson was understand its business in depth, to familiarise them

103
CRISIL Limited Annual Report 2015

with the processes, businesses and functionaries of the Sitting fees and commission paid to Non-Executive Directors
Company and to assist them in performing their role as Rupees
Independent Directors of the Company. The Company’s Name of Sitting Commission Total
Policy of conducting the Familiarisation Programme and Directors Fees
the details of familiarisation programmes imparted to Mr. H. N. Sinor 6,00,000 25,00,000 31,00,000

independent directors during 2015 have been disclosed Dr. Nachiket Mor 6,75,000 25,00,000 31,75,000
Mr. M. Damodaran 6,95,000 25,00,000 31,95,000
on the website of the Company at http://www.crisil.com/
Ms. Vinita Bali 4,45,000 25,00,000 29,45,000
investors/corporate-governance.html.
Mr. Douglas L. 40,000* Nil* Nil*
Peterson
Remuneration Policy Mr. Yann Le Pallec Nil* Nil* Nil*
Mr. Neeraj Sahai 40,000* Nil* Nil*
1) Remuneration to Non-Executive Directors
Mr. John F. Nil Nil Nil
Non-Executive Directors are paid sitting fees for each Callahan Jr.
meeting of the Board or its committees attended by them Mr. Ravinder Nil Nil Nil
Singhania
and are also eligible for commission. The commission (Alternate Director)
payable to each Non-Executive Director is limited to a fixed TOTAL 24,95,000 1,00,00,000 1,24,95,000
sum per year as determined by the Board, and is revised * Sitting Fees and Commission payable to Non-Executive
Directors nominated by Standard & Poors’ (S&P) is paid to
from time to time, depending on individual contribution, the
‘Standard & Poors’ International LLC’. Since April 2015, MHFI
Company’s performance, and the prevailing norms. In terms has waived the sitting fees payable to its nominees. Also,
commission for the year 2015 has been waived by MHFI.
of the Central Government approval dated September 19,
2013 and special resolution passed by the shareholders Remuneration paid to Managing Director(s) for the year
ended December 31, 2015
on April 18, 2013, the Company can pay remuneration Rupees
not exceeding one per cent of the net profits to the Non-
Name Roopa Kudva Ashu Suyash
Executive Directors for a period of five years with effect (upto April 30, (with effect from
from January 1, 2013. The Non-Executive Directors have 2015) June 1, 2015)
not been granted any stock options of the Company. Salary* 1,79,67,528 1,55,48,750
Variable Pay Nil 1,14,00,000
2) Managing Director and other employees of the Provident Fund 3,33,268 8,40,000
Company Perquisites 2,93,310 20,700
Perquisite on Stock
The remuneration and reward structure for Managing 10,93,44,031 Nil
Option
Director and employees comprises two broad components Appointment valid till Not Applicable May 31, 2020
— short-term remuneration and long-term rewards. The Notice period Not Applicable 3 months
remuneration package of Ms. Ashu Suyash comprises a * As the future liability for gratuity and leave encashment is
provided on an actuarial basis for the Group as a whole, the
fixed salary, allowances, perquisites, reimbursements and amount pertaining to the same is not included above.
retirement benefits, and a variable pay to be determined
Besides the above, any pecuniary transaction, if so
by the Board on the recommendation of the Nomination
undertaken between a Director and the Company in the
and Remuneration Committee. In addition, Ms. Suyash
ordinary course of business, is reflected in the Related Party
has been granted 71,507 options under the Employee
disclosure in the notes to Financial Statements.
Stock Option Scheme – 2014 at an exercise price of
Rs. 2,101.10 on June 1, 2015. Ms. Suyash is eligible for B. Board Committees
benefits under any long-term incentive plan, stock option
The Board has constituted committees consisting of
plan, excess contribution and other benefits in accordance
Executive and Non-Executive Directors to focus on the
with the rules of the Company applicable to all employees.
critical functions of the Company.
The Nomination and Remuneration Committee determines
As on December 31, 2015, the Company had the following
the remuneration of Managing Director and determines
committees:
guidelines for remuneration payable to the employees.
The detailed policy of the Company on the Nomination and 1. Audit Committee
Remuneration is annexed to the Directors’ Report. 2. Investment Committee

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STATUTORY REPORTS | CORPORATE GOVERNANCE

3. Nomination and Remuneration Committee (Listing Obligations and Disclosure Requirements) Regulations,
4. Stakeholders’ Relationship Committee 2015. The Audit Committee comprises four Non-Executive
Directors who are well-versed with financial matters and corporate
5. Corporate Social Responsibility Committee
laws. The Audit Committee met four times in 2015 — on February
Each of the Committees has the authority to engage outside
14, April 16, July 16, and October 17. The necessary quorum
experts, advisors, and counsels to the extent it considers
was present for all the meetings. The Chairman of the Audit
appropriate to assist in its function. Minutes of proceedings
Committee was present at the last Annual General Meeting of
of Committee meetings are circulated to the Directors and
the Company held on April 17, 2015. Consequent to the changes
placed before the Board Meeting for noting thereat.
in the composition of the Board of Directors of the Company,
1. Audit Committee the Committee was reconstituted by the Board of Directors with
The Audit Committee of the Company is constituted in line with effect from October 18, 2015$. The composition of the Committee
the provisions of Section 177 of the Companies Act, 2013 read during 2015 and the details of attendance at the meetings held
with Regulation 18 of the Securities and Exchange Board of India during the tenure of the respective directors are as under:

Name Category Position Number of Audit Committee meetings

Held during the tenure Attended out of those held
Mr. M. Damodaran Independent, Non-Executive Chairman 4 4
Mr. H. N. Sinor Independent, Non-Executive Member 4 4
Dr. Nachiket Mor Independent, Non-Executive Member 4 4
Mr. Neeraj Sahai Non-Executive Member #
4 3#
Mr. John F. Callahan Jr. Non-Executive Member$ Nil Not Applicable

# Mr. Neeraj Sahai resigned with effect from October 17, 2015
$ Mr. John F. Callahan Jr. was appointed with effect from October 18, 2015

The Audit Committee invites the executives of the Company, c. Major accounting entries based on exercise of
as it considers appropriate (particularly the head of the judgment by management
finance function), representatives of the Statutory Auditors
d. Significant adjustments made in the financial
and representatives of the Internal Auditors at its meetings.
statements arising out of audit findings

Role of the Audit Committee e. 

Compliance with listing and other legal
requirements relating to financial statements
The terms of reference for the Audit Committee are broadly
as under: f. Disclosure of any related party transactions

1) Oversight of the Company’s financial reporting process g. Qualifications in the draft audit report
and the disclosure of its financial information to ensure that
5) Reviewing, with the management, the quarterly financial
the financial statement is correct, sufficient and credible
statements before submission to the Board for approval
2) 
Recommending the appointment, remuneration and
6) Reviewing, with the management, statement of uses
terms of appointment of auditors of the Company
and application of funds raised through an issue,
3) Approval of payment to statutory auditors for any other statement of funds utilised for other purposes and report
services rendered by the statutory auditors of monitoring agency
4) Reviewing, with the management the annual financial
7) Review and monitor the auditors’ independence and
statements and the auditor’s report thereon, before
performance, and effectiveness of audit process
submission to the board for approval, with particular
reference to; 8) Approval or any subsequent modification of transactions
of the Company with related parties
a. 
Matters required to be included in Director’s
Responsibility Statement included in Board’s report 9) Scrutiny of inter-corporate loans and investments

b. 
Changes, if any, in accounting policies and 10) Valuation of undertakings or assets of the Company,
practices and reasons for the same wherever it is necessary

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CRISIL Limited Annual Report 2015

11) Evaluation of internal financial controls and risk of issue proceeds and to make necessary
management systems recommendations to the Board, if, when and where
applicable
12) 
Reviewing, with the management, performance of
statutory and internal auditors, adequacy of the internal 21) Carrying out any other function as is mentioned in the
control systems terms of reference of the Audit Committee

13) 
Reviewing the adequacy of internal audit function, In line with its terms of reference, during 2015, the Audit
if any, including the structure of the internal audit Committee, at its each meeting reviewed the operations
department, staffing and seniority of the official audit reports for businesses pursuant to audits undertaken
heading the department, reporting structure coverage by the Internal Auditors under the audit plan approved at the
and frequency of internal audit commencement of the year. The quarterly financial results
were reviewed by the Committee before submission to the
14) Discussion with internal auditors of any significant
Board. Independent sessions were held with the Statutory
findings and follow up thereon
and the Internal Auditors to assess the effectiveness of
15) Reviewing the findings of any internal investigations the audit processes. The Committee reviewed adequacy
by the internal auditors into matters where there is of Internal Financial Controls on a Company-wide basis
suspected fraud or irregularity or a failure of internal and shared their recommendations on the internal control
control systems of a material nature and reporting the processes to the Board. On a quarterly basis, the Committee
matter to the Board continues to review whistle-blower complaints, litigations,
16) 
Discussion with statutory auditors before the audit related party transactions and policy violation instances,
commences about nature and scope of audit as well the corrective actions and mitigating controls put in place
as post-audit discussion to ascertain any area of therefor.
concern 2. Investment Committee
17) 
To look into the reasons for substantial defaults in The Investment Committee lays down policy guidelines and
the payment to the depositors, debenture holders, procedures for investing the Company’s funds, and reviews
shareholders (in case of non-payment of declared this activity at regular intervals. The Investment Committee
dividends) and creditors met once during the year, on October 17, 2015. The
necessary quorum was present for the meeting. Consequent
18) 
To review the functioning of the Whistle-Blower
to the changes in the composition of the Board of Directors
mechanism
of the Company, the Committee was reconstituted by the
19) Approval of appointment of Chief Financial Officer
Board of Directors with effect from October 18, 2015$. The
20) To review report submitted by Monitoring Agency details of attendance at the meetings held during the tenure of
informing material deviations in the utilisation the respective directors are as under:

Name Category Position Number of Investment Committee meetings

Held during the tenure Attended out of those held
Ms. Vinita Bali Independent, Non-Executive Chairperson 1 1
Mr. M. Damodaran Independent, Non-Executive Member 1 1
Ms. Ashu Suyash Managing Director & CEO Member 1 1
Mr. Neeraj Sahai Non-Executive Member #
1 Nil#
Mr. John F. Callahan Jr. Non-Executive Member$ Nil Not Applicable

# Mr. Neeraj Sahai resigned with effect from October 17, 2015

$ Mr. John F. Callahan Jr. was appointed with effect from October 18, 2015

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STATUTORY REPORTS | CORPORATE GOVERNANCE

3. Nomination and Remuneration Committee (NRC) - the remuneration of the Managing Director, Whole-
time Directors and KMPs
The broad terms of reference of the Nomination and
Remuneration Committee are: - the total level of remuneration of Non-Executive
Directors and for individual remuneration of the
• Periodically reviewing the size and composition of the
Non-Executive Directors and the Chairman
Board to ensure that it is structured to make appropriate
decisions, with a variety of perspectives and skills - the remuneration policies for all employees
including base pay, incentive payments,
• Formulating the criteria determining qualifications,
equity awards, retirement rights and service
positive attributes and independence of a Director and
contracts
recommending candidates to the Board

• Establishing and reviewing Board and senior executive The Nomination and Remuneration Committee met once in

succession plans 2015 — on February 14. The necessary quorum was present
for all the meetings. The Chairman of the Nomination and
• Evaluation of Board Performance
Remuneration Committee was present at the last Annual
• Assisting the Board in ensuring Board nomination General Meeting of the Company held on April 17, 2015.
process with the diversity of gender, thought, experience, The composition of the Committee during 2015 and the
knowledge and perspective in the Board details of attendance at the meetings held during the tenure of
• Reviewing and making recommendations to the Board on: the respective directors are as under:

Name Category Position Number of NRC meetings

Held during the tenure Attended out of those held
Mr. H. N. Sinor Independent, Non-Executive Chairman 1 1
Ms. Vinita Bali Independent, Non-Executive Member 1 1
Mr. Douglas L. Peterson Non-Executive Member 1 1

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.
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:

Name Category Position Number of SRC meetings

Held during the tenure Attended out of those held
Mr. M. Damodaran Independent, Non-Executive Chairman 4 4
Mr. Yann Le Pallec Non-Executive Member 4 3
Ms. Roopa Kudva Managing Director & CEO Member 2 2*
Ms. Ashu Suyash Managing Director & CEO Member 2 1#

* Ms. Roopa Kudva was the Managing Director & Chief Executive Officer of CRISIL up to April 30, 2015 and, accordingly, attended the
meetings held in February and April
# Ms. Ashu Suyash is the Managing Director & Chief Executive Officer of CRISIL with effect from June 1, 2015. The Committee was,
however, reconstituted on July 17, 2015. Accordingly, Ms. Suyash participated as an invitee at the meeting held in July and attended the
meeting held in October as a member of the Committee

The details of shareholders’ complaints received and redressed during the year are given in Section D of the Report.

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CRISIL Limited Annual Report 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:

Name Category Position Number of CSRC meetings

Held during the tenure Attended out of those held
Dr. Nachiket Mor Independent, Non-Executive Chairman 3 3
Ms. Vinita Bali Independent, Non-Executive Member 3 3
Ms. Roopa Kudva Managing Director & CEO Member 1 1*
Ms. Ashu Suyash Managing Director & CEO Member 2 1#

* Ms. Roopa Kudva was the Managing Director & Chief Executive Officer of CRISIL upto April 30, 2015 and, accordingly, attended the
meetings held in February
# Ms. Ashu Suyash is the Managing Director & Chief Executive Officer of CRISIL with effect from June 1, 2015. The Committee was,
however, reconstituted on July 17, 2015. Accordingly, Ms. Suyash participated as an invitee at the meeting held in July and attended the
meeting held in October as a member of the Committee.

The CSR Policy devised in accordance with Section 135 of 18, 2015 to approve, inter alia, the Public Announcement for
the Companies Act, 2013 and the details about the initiatives the purpose of Buy-back of shares by the Company.
taken by the Company on CSR during the year have been
appended as an Annexure to the Directors’ Report. C. Shareholders

The activities undertaken by the Company pursuant to the Means of communication

CSR Policy have been outlined in the Corporate Sustainability 1. Quarterly and annual financial results are published
Report published elsewhere in this Annual Report. in the leading national and regional newspapers, and

6. Meeting of Independent Directors displayed on the Company’s website.

The Company’s Independent Directors met on February 2. News releases, press releases and presentations made

14, 2015, without the presence of the Managing Director & to investors and analysts are displayed on the Company’s

CEO, the Non-Executive, Non-Independent Directors and website.

the Management Team. The meeting was attended by all 3. The Annual Report is circulated to all members, and is
the Independent Directors and was conducted informally also available on the Company’s website.
to enable the Independent Directors to discuss matters
4. Material developments relating to the Company that
pertaining to the Company’s affairs and put forth their
are potentially price sensitive in nature or which could
combined views to the Board of Directors of the Company.
impact continuity of publicly available information
7. Meeting of Buy-back Committee regarding the Company is disclosed to the Stock

A Committee comprising Mr. H. N. Sinor, Dr. Nachiket Mor Exchanges in terms of the Company’s Policy for

and Mr. Amish Mehta, Chief Financial Officer, met on June Disclosure of Material Information.

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STATUTORY REPORTS | CORPORATE GOVERNANCE

5. 
The Company website contains information on the In case of appointment or re-appointment of a Director,
businesses of the Company, governance and important members are provided a brief resume of the Director,
policies of the Company. the nature of his / her expertise in specific functional
areas, the names of companies in which he / she holds
The Annual Report of the Company for the financial year 2015
directorship, and membership of committees of the
has been emailed to the members whose email addresses are
Board.
available with the depositories for communication purposes
or are obtained directly from the members, as per section Grievance Redressal
136 of the Companies Act, 2013 and Rule 11 of the Company
The Board has appointed Stakeholders’ Relationship
(Accounts) Rules, 2014. For other members, who have not
Committee to review and redress complaints received
registered their email addresses, the Annual Report has been
from shareholders. The Committee meets periodically to
sent at their registered address. If any member wishes to get a
consider the status of the investor grievances received
duly printed copy of the Annual Report, the Company will send
and redressed alongwith the ageing schedules of
the same, free of cost, upon receipt of request from the member.
pending complaints. The Board has authorised Ms. Minal
The Management Discussion and Analysis Report forms a Bhosale, Company Secretary, to approve the transfer and
part of the Annual Report. transmission of shares.

General Body Meetings: The location, time and venue of the last three Annual General Meetings were as under:

Nature of Meeting Date and Time Venue Special resolutions passed

Twenty Sixth Annual April 18, 2013 Rangaswar Hall, 4th floor, Payment of commission up to 3 (three) per
General Meeting at 3.30 pm Yashwantrao Chavan Pratishthan, cent of the net profits of the Company, every
Gen. Jagannath Bhosale Marg, year computed in the manner specified in the
Next to Sachivalaya Gymkhana, Act, to the Director(s) of the Company who is /
Mumbai 400 021 are neither in the whole-time employment nor
managing director(s), in accordance with the
provisions of Section 309(4) of the Companies
Act, 1956 for a period of 5 (five) years from the
financial year commencing January 1, 2013, in
such manner and up to such extent as Board
and / or the Compensation Committee of the
Board may, from time to time, determine.
Twenty Seventh April 17, 2014 Rangaswar Hall, 4th floor, None
Annual General at 3.30 pm Yashwantrao Chavan Pratishthan,
Meeting Gen. Jagannath Bhosale Marg,
Next to Sachivalaya Gymkhana,
Mumbai 400 021
Twenty Eighth April 17, 2015 Rangaswar Hall, 4th floor, None
Annual General at 3.30 pm Yashwantrao Chavan Pratishthan,
Meeting Gen. Jagannath Bhosale Marg,
Next to Sachivalaya Gymkhana,
Mumbai 400 021

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CRISIL Limited Annual Report 2015

Postal Ballot

During the financial year 2015, the Company has passed the following resolutions by postal ballot:

Sr. Date of Description Votes in favour of the Votes against the resolution
No. Declaration of resolution
Postal Ballot No. of votes % to No. of votes % to
Results
total votes total votes
1 June 15, 2015 Ordinary resolution for the 5,93,62,167 99.99 3,209 0.01
appointment of Ms. Ashu Suyash
as a Director of the Company,
liable to retire by rotation and
approval of the terms and
conditions of appointment of
Ms. Ashu Suyash as Managing
Director & Chief Executive Officer
2 June 15, 2015 Special resolution for approval for 5,93,57,940 99.98 7,865 0.02
the Buy-back of Equity Shares of
the Company

The Company had appointed Dr. K. R. Chandratre, Practising iii. Reporting of Internal Auditor: The Internal Auditors
Company Secretary, as Scrutiniser to conduct the Postal of the Company directly report to the Audit
Ballot process in a fair and transparent manner. Committee.

None of the businesses proposed to be transacted in the Crisil Code of Conduct for Directors and Senior
ensuing Annual General Meeting require passing a Special Management
Resolution through Postal Ballot. The Board of Directors of CRISIL has adopted the Code
Disclosures of Conduct for Directors and Senior Management, which
is available on the website of the Company at http://www.
During the year, there were no related party transactions
crisil.com/investors/corporate-governance.html. Affirmation
which were materially significant and that could have a
regarding compliance of the Code of Conduct by the CEO
potential conflict with the interests of the Company at large.
of the Company has been published elsewhere in this
All related party transactions are mentioned in the notes to
Annual Report.
the accounts.
Prohibition of insider trading
There was no non-compliance by the Company and no
In compliance with the provisions of SEBI (Prohibition of
penalties or strictures were imposed on the Company
Insider Trading) Regulations, 2015 (as amended from time
by the Stock Exchanges or Securities and Exchange
to time) and to preserve the confidentiality and prevent
Board of India (SEBI), or any statutory authority on any
misuse of unpublished price sensitive information, the
matter related to the capital markets during the last
Company has adopted a Personal Trading Policy for
three years.
Prohibition of Insider Trading for Directors and employees
The Company has complied with all the mandatory of the Company. This policy also provides for periodical
requirements of the Securities and Exchange Board of disclosures from designated employees as well as pre-
India (Listing Obligations and Disclosure Requirements) clearance of transactions by such persons. The Company
Regulations, 2015. has a Code of Ethics and Personal Trading Policy for
The Company has also complied with the following Directors and employees. The Code of Ethics contains
discretionary requirements specified in Part E of Schedule II policies on confidentiality, gifts and favours, and false
in terms of Regulation 27(1): and misleading information or disclosures. The Personal
Trading Policy contains regulations, policies, procedures
i. Modified opinion(s) in Audit Report: Company’s financial
and restrictions relating to personal investments by the
statements have unmodified audit opinions.
Directors and employees. The policy also prohibits trading
ii. Separate posts of Chairman and CEO: The positions of in securities of any foreign or Indian listed company on the
the Chairman and the CEO are separate. basis of unpublished price-sensitive information.

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STATUTORY REPORTS | CORPORATE GOVERNANCE

Vigil Mechanism and Whistle-Blower Policy Redressal) Act, 2013 (“Sexual Harassment Act”). As per
the policy, any employee may report his/her complaint to
The Company has a Whistle-Blower Policy for establishing
the Redressal Committee formed for this purpose or their
a vigil mechanism for directors and employees to report
manager or HR personnel. We affirm that adequate access
genuine concerns regarding unethical behaviour, actual
was provided to any complainant who wished to register a
or suspected fraud or violation of the Company‘s Code
complaint under the policy, during the year. During the year,
of Conduct and Ethics policy. The said mechanism also
no complaints were received and resolved under the Policy
provides for adequate safeguards against victimisation of
for CRISIL Limited. However, single Committee addresses
persons who use such mechanism and make provision for
the complaints received under the Sexual Harassment
direct access to the chairperson of the Audit Committee in
Act for CRISIL and its subsidiary companies. During the
appropriate or exceptional cases. We affirm that no employee
year, three complaints were received and were resolved
of the Company was denied access to the Audit Committee.
by the Committee for one of the wholly owned subsidiary
The said Whistle-Blower Policy has been hosted on the
companies of the Company.
website of the Company at http://www.crisil.com/investors/
corporate-governance.html. Related Party Transactions Policy

Policy for determining ‘material’ subsidiaries As required under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
As required under Securities and Exchange Board of
Regulations, 2015 the Company has formulated a
India (Listing Obligations and Disclosure Requirements)
Related Party Transactions Policy which has been put
Regulations, 2015, the Company has formulated a Policy
up on the website at http://www.crisil.com/investors/
for determining ‘material’ subsidiaries which has been put
corporate-governance.html.
up on the website of the Company at http://www.crisil.com/
investors/corporate-governance.html. Record Management Policy

Material unlisted subsidiary As required under Regulation 9 of Securities and

Exchange Board of India (Listing Obligations and
During 2015, the Company did not have any material
Disclosure Requirements) Regulations, 2015, the Board
unlisted subsidiary companies which are subject to special
of Directors of the Company have approved the Policy
governance norms in terms of Securities and Exchange Board
for Preservation of Documents. The same has been
of India (Listing Obligations and Disclosure Requirements)
implemented in the Company with effect from December
Regulations, 2015. However, minutes of the meetings of the
1, 2015.
Board of Directors of all subsidiary companies are placed
before the Board of Directors of CRISIL Ltd. for their review Policy for determining materiality of an event or
and noting. information and for making disclosures to Stock
Exchanges
Policy against Sexual and Workplace Harassment
As required under Regulation 30 of Securities and
The Company values the dignity of individuals and strives Exchange Board of India (Listing Obligations and Disclosure
to provide a safe and respectable work environment Requirements) Regulations, 2015, the Board of Directors
to all its employees. The Company is committed to of the Company have approved the Policy for determining
providing an environment, which is free of discrimination, materiality of an event or information and for making
intimidation and abuse. The Company believes that it disclosures to Stock Exchanges which is effective from
is the responsibility of the organisation to protect the December 1, 2015 and has been put up on the website of
integrity and dignity of its employees and also to avoid the Company at http://www.crisil.com/investors/corporate-
conflicts and disruptions in the work environment due to governance.html.
such cases.
The Board of Directors of the Company have authorised
The Company has put in place a ‘Policy on redressal the Chief Financial Officer of the Company to determine
of Sexual Harassment’ and a ‘Policy on redressal of materiality of an event or information and for making
Workplace Harassment’ as per the Sexual Harassment disclosures to Stock Exchanges under the said
of Women at Workplace (Prevention, Prohibition and regulation.

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CRISIL Limited Annual Report 2015

Code of practices and procedures for fair year, 44,000 equity shares belonging to 31 shareholders were
disclosure of unpublished price sensitive lying in the account. During the year, one shareholder claimed
information 3,000 equity shares from the account, which were transferred
to such shareholder after adequate verification. At the end of
Pursuant to Regulation 8 in Chapter IV of the Securities and
the year, i.e. as at December 31, 2015, 41,000 equity shares
Exchange Board of India (Prohibition of Insider Trading)
belonging to 30 shareholders were lying in the account. The
Regulations, 2015, the Board of Directors of the Company,
voting rights on the outstanding unclaimed shares as on
during the year, approved and adopted the “CRISIL Code of
December 31, 2015 shall remain frozen till the rightful owner of
Practices and Procedures for Fair Disclosure of Unpublished
such shares claims the shares by submission of the requisite
Price Sensitive Information”. The Code has also been hosted
documentary proof of their identity to the Company’s Registrar
on the website of the Company, viz., www.crisil.com.
& Share Transfer Agent, Karvy Computershare Pvt. Ltd.
Commodity Price Risk or Foreign Exchange Risk
and Hedging Activities SEBI Complaints Redress System (SCORES)

As such, the Company is not exposed to any commodity price SEBI administers a centralised web-based complaints redress

risk. The detailed discussion of the foreign exchange risk and system (SCORES). It enables investors to lodge and follow up

Company’s hedging activities is given in the Management complaints and track the status of redressal online on the website

Discussion & Analysis Report and the Notes to the Financial www.scores.gov.in. It also enables the market intermediaries

Statements. and listed companies to receive the complaints from investors

against them, redress such complaints and report redressal. All
Equity Shares in Suspense Account
the activities starting from lodging of a complaint till its disposal
Consequent to the sub-division of nominal value of the equity are carried online in an automated environment and the status
shares of the Company from Rs. 10/- per share to Re. 1 of every complaint can be viewed online at any time. The
per share with effect from October 1, 2011 and in terms of Company has registered itself on SCORES and endeavours
Regulation 39(4) of Securities of Exchange Board of India to resolve all investor complaints received through SCORES
(Lisitng Obligations and Disclosure Requirements) Regulations, or otherwise within 15 days of the receipt of the complaint.
2015 read with Schedule VI thereof, the Company has opened During the year, the Company received two investor complaints
a demat account in the name and style “CRISIL Limited - through SCORES, all of which were responded to within 15
Unclaimed Shares Suspense Account”. At the beginning of the days of their receipt.

D. 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
Newspapers where the results are published : Business Standard and Sakal
Websites where the financial results, : www.crisil.com, www.bseindia.com and www.nseindia.com
shareholding pattern, annual report etc. are
uploaded
3. 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
4. Dates of Book Closure : Thursday, March 10, 2016 to Friday, March 11, 2016 (both days inclusive)

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STATUTORY REPORTS | CORPORATE GOVERNANCE

5. Dividend Payment Date : May 6, 2016 (if dividend payment is approved at the Annual
General Meeting).
6. 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.
7. Stock Codes : NSE – CRISIL
BSE – 500092
ISIN : INE007A01025
CIN : L67120MH1987PLC042363
8. 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 protected]
Phone : +91 40 6716 1500
Toll Free No. : 1-800-34-54-001
Fax : +91 40 6716 1567
9. Compliance Officer : Ms. Minal Bhosale,
Company Secretary,
CRISIL House, Central Avenue,
Hiranandani Business Park,
Powai, Mumbai 400 076
Phone: 022-3342 3000
Fax: 022-3342 3810
10. Depository System : 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.
11. 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.
12. 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.
13. Furnish Copies of Permanent Account : The members are requested to furnish their PAN which will help
Number (PAN) 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.

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CRISIL Limited Annual Report 2015

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 : [email protected]

16. Category – wise Shareholding Pattern as on December 31, 2015

Sr. No. Category No. of shares % holding

1 Group holding of The McGraw Hill Financial, Inc: 4,78,32,539 67.17
- S & P India LLC
- Standard & Poor’s International LLC
- McGraw-Hill Asian Holdings (Singapore) Pte. Ltd.
2 Individuals 95,20,008 13.37
3 FIIs / QFIs/ FPIs 56,36,823 7.92
4 Insurance Companies 34,77,164 4.88
5 Mutual Funds / UTI 31,79,603 4.47
6 Bodies Corporate 9,35,097 1.31
7 Financial Institutions / Banks 4,36,969 0.61
8 NRIs 1,81,389 0.25
9 Directors Nil 0.00
10 Clearing Members 9,511 0.01
TOTAL 7,12,09,103 100.00

Mc-Graw Hill Financial - 67.17% Bodies Corporate - 1.31%

Individuals - 13.37% Financial Institutions/Banks - 0.61%
FIIs/QFIs/FPIs - 7.92% NRIs - 0.25%
Insurance Companies - 4.88% Directors - 0.00%
Mutual Funds/UTI - 4.47% Clearing Members - 0.01%

17. Distribution of shareholding as on December 31, 2015

Range of equity shares held No. of % to total no. of No. of shares % to total no. of
shareholders shareholders shares
1 – 5,000 20,148 98.69 30,59,941 4.30
5,001 – 10,000 91 0.45 6,58,271 0.92
10,001 – 20,000 56 0.27 8,18,559 1.15
20,001 – 30,000 24 0.12 5,94,943 0.84
30,001 – 40,000 13 0.06 4,42,691 0.62
40,001 - 50,000 11 0.05 5,03,798 0.71
50,001 – 1,00,000 34 0.17 26,00,787 3.65
1,00,000 and above 39 0.19 6,25,30,113 87.81
Total 20,416 100.00 7,12,09,103 100.00

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18. Members holding more than 1% of the paid-up share capital as on December 31, 2015

Sr. Name of the shareholder No. of shares % holding

No.
1 Group holding of The McGraw Hill Financial, Inc. : 4,78,32,539 67.17
- S & P India LLC
- Standard & Poor’s International LLC
- McGraw-Hill Asian Holdings (Singapore) Pte. Ltd.
2 Jhunjhunwala Rakesh & Rekha 40,00,000 5.62
3 General Insurance Corporation of India 27,00,000 3.79
4 Matthews India Fund / Matthews Asia Small Companies Fund / Matthews Asia 18,71,211 2.63
Funds - India Fund / Matthews Asia Funds Asia Small Companies Fund
5 Unit Trust of India 11,43,843 1.61
6 Life Insurance Corporation of India 7,65,735 1.08

Number of Shares

 roup holding of The McGraw Hill Financial, Inc. - 67.17%

G  atthews Funds - 2.63%
M
Jhunjhunwala Rakesh and Rekha - 5.62% Unit Trust of India - 1.61%
General Insurance Corporation of India - 3.79% Life Insurance Corporation of India - 1.08%

19. Status report on number of shareholder requests / complaints received and resolved by the Company during the
year ended December 31, 2015

Nature of Correspondence No. of cases received and resolved

Non-receipt of dividend 38
Non-receipt of shares 2
Non-receipt of Annual Report 22
ECS facility / Change in bank mandates 12
Issue of duplicate drafts / revalidation of warrants 22
Dematerialisation / Rematerialisation 3
Incorporation of change of address 6
Transfer / Transposition / Transmission 0
Other requests / queries 23
TOTAL 128

The Company addressed all the investor complaints received during the year and there were no investor complaints outstanding
at the beginning or at the end of the year.

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CRISIL Limited Annual Report 2015

Analysis of Investor Correspondence in 2015

Non-receipt of dividend - 38 ECS facility/changes in bank mandates - 12

Other requests/queries -23 Incorporation of change of address - 6
Non-receipt of Annual Report - 22 Dematerialisation/Rematerialisation - 3
Issue of duplicate drafts/revalidation of warrants - 22 Non-receipt of shares - 2

20. Shares held in Physical and Dematerialised form as on December 31, 2015
The break-up of physical and dematerialised shareholding as on December 31, 2015 is explained graphically below.

Distribution of Holdings - Demat and Physical

CDSL - 1.49% PHYSICAL - 0.21% NSDL - 98.30%

21. Equity history since sub – division of shares

Date Particulars No. of shares Cumulative no.

of shares
01.10.2011 No. of issued and fully paid up equity shares of face value Re. 1 each after 7,09,68,440 7,09,68,440
stock split
04.01.2012 Extinguishment of shares consequent to buy-back (-) 9,10,000 7,00,58,440
16.04.2012 Allotment of shares to employees on exercise of options granted under (+) 1,09,950 7,01,68,390
Employee Stock Option Scheme, 2011
17.10.2012 Allotment of shares to employees on exercise of options granted under (+) 67,350 7,02,35,740
Employee Stock Option Scheme, 2011
18.04.2013 Allotment of shares to employees on exercise of options granted under (+) 2,70,730 7,05,06,470
Employee Stock Option Scheme, 2011
18.10.2013 Allotment of shares to employees on exercise of options granted under (+) 1,46,420 7,06,52,890
Employee Stock Option Scheme, 2011 and Employee Stock Option
Scheme, 2012

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STATUTORY REPORTS | CORPORATE GOVERNANCE

17.04.2014 Allotment of shares to employees on exercise of options granted under (+) 3,09,140 7,09,62,030
Employee Stock Option Scheme, 2011 and Employee Stock Option
Scheme, 2012
17.10.2014 Allotment of shares to employees on exercise of options granted under (+) 3,95,025 7,13,57,055
Employee Stock Option Scheme, 2011 and Employee Stock Option
Scheme, 2012
17.04.2015 Allotment of shares to employees on exercise of options granted under (+) 93,465 7,14,50,520
Employee Stock Option Scheme, 2011 and Employee Stock Option
Scheme, 2012
16.07.2015 Extinguishment of shares consequent to buy-back (-) 5,11,932 7,09,38,588
17.10.2015 Allotment of shares to employees on exercise of options granted under (+) 2,70,515 7,12,09,103
Employee Stock Option Scheme, 2011, Employee Stock Option Scheme,
2012 and Employee Stock Option Scheme, 2014

22. Dividend

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:

Sr. No. Dividend name Dividend per % Date of declaration Due date for
share (Rs.) / approval of transfer to IEPF
dividend
1 Unclaimed Final Dividend 2008 35.00 350% 28-Apr-2009 29-May-2016
2 Unclaimed 1st Interim Dividend 2009 25.00 250% 28-Apr-2009 29-May-2016
3 Unclaimed 2nd Interim Dividend 2009 25.00 250% 24-Jul-2009 24-Aug-2016
4 Unclaimed 3rd Interim Dividend 2009 25.00 250% 29-Oct-2009 29-Nov-2016
5 Unclaimed Final Dividend 2009 25.00 250% 16-Apr-2010 17-May-2017
6 Unclaimed Special Dividend 2010 and 125.00 1250% 16-Apr-2010 17-May-2017
1st Interim Dividend 2010
7 Unclaimed 2nd Interim Dividend 2010 25.00 250% 22-Jul-2010 22-Aug-2017

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CRISIL Limited Annual Report 2015

8 Unclaimed 3rd Interim Dividend 2010 25.00 250% 18-Oct-2010 18-Nov-2017

9 Unclaimed Final Dividend 2010 25.00 250% 15-Apr-2011 16-May-2018
10 Unclaimed 1st Interim Dividend 2011 27.50 275% 15-Apr-2011 16-May-2018
11 Unclaimed 2nd Interim Dividend 2011 27.50 275% 20-Jul-2011 20-Aug-2018
12 Unclaimed 3rd Interim Dividend 2011 2.75 275% 18-Oct-2011 18-Nov-2018
13 Unclaimed Final Dividend 2011 2.75 275% 16-Apr-2012 18-May-2019
14 Unclaimed Special Dividend 2011 and 1st 6.00 600% 16-Apr-2012 18-May-2019
Interim Dividend 2012
15 Unclaimed 2nd Interim Dividend 2012 3.00 300% 18-Jul-2012 19-Aug-2019
16 Unclaimed 3rd Interim Dividend 2012 3.00 300% 17-Oct-2012 18-Nov-2019
17 Unclaimed Final Dividend 2012 4.00 400% 18-Apr-2013 19-May-2020
18 Unclaimed 1st Interim Dividend 2013 3.00 300% 18-Apr-2013 19-May-2020
19 Unclaimed 2nd Interim Dividend 2013 3.00 300% 19-Jul-2013 19-Aug-2020
20 Unclaimed 3rd Interim Dividend 2013 3.00 300% 18-Oct-2013 18-Nov-2020
21 Unclaimed Final and Special Dividend 2013 10.00 1000% 17-Apr-2014 18-May-2021
22 Unclaimed 1st Interim Dividend 2014 3.00 300% 17-Apr-2014 18-May-2021
23 Unclaimed 2nd Interim Dividend 2014 3.00 300% 18-Jul-2014 18-Aug-2021
24 Unclaimed 3rd Interim Dividend 2014 4.00 400% 17-Oct-2014 17-Nov-2021
25 Unclaimed Final & Special Dividend 2014 10.00 1000% 17-Apr-2015 18-May-2022
26 Unclaimed 1st Interim Dividend 2015 4.00 400% 17-Apr-2015 18-May-2022
27 Unclaimed 2nd Interim Dividend 2015 4.00 400% 17-Jul-2015 17-Aug-2022
28 Unclaimed 3rd Interim Dividend 2015 5.00 500% 17-Oct-2015 17-Nov-2022

Notes:
1. Investors are requested to send in their claim at least 15 days prior to due date for transfer to IEPF for ensuring payment of their dividend.
2. The stock was split from Face Value Rs. 10 to Face Value Re. 1 with effect from October 1, 2011. Hence, dividend declared after that date
is on share of face value Re. 1 each.

23. Stock price and movement of the Company’s shares on the National Stock Exchange of India Ltd. (NSE) and BSE
Ltd. (BSE) for the period from January 2015 to December 2015:

NSE BSE

Month High (Rs.) Low (Rs.) Month High (Rs.) Low (Rs.)
January 2,150.05 1,860.00 January 2,140.00 1,869.85
February 2,162.05 1,985.00 February 2,167.95 1,990.00
March 2,175.50 1,968.70 March 2,165.00 1,979.70
April 2,371.30 1,780.00 April 2,365.00 1,787.70
May 2,197.00 1,945.05 May 2,190.00 1,950.85
June 2,093.70 1,885.00 June 2,087.55 1,890.70
July 2,058.50 1,906.00 July 2,099.00 1,911.00
August 2,051.05 1,761.05 August 2,040.90 1,781.00
September 2,033.00 1,770.00 September 2,015.00 1,771.60
October 2,040.00 1,831.00 October 2,033.85 1,834.00
November 2,036.85 1,865.00 November 2,022.00 1,870.85
December 2,010.00 1,850.10 December 1,994.70 1,851.45

118
STATUTORY REPORTS | CORPORATE GOVERNANCE

Price movement of CRISIL shares in 2015 on NSE and BSE vis-a-vis movement of CNX Nifty and S & P Sensex

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CRISIL S & P Sensex CNX Nifty

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.

119
CRISIL Limited Annual Report 2015

Financial
statements

120
FINANCIAL STATEMENTS | CONSOLIDATED

INDEPENDENT AUDITOR'S REPORT

To the Members of CRISIL Limited implementation and maintenance of adequate internal

financial control that were operating effectively for ensuring
Report on the Consolidated the accuracy and completeness of the accounting records,
Financial Statements relevant to the preparation and presentation of the financial
We have audited the accompanying consolidated financial statements that give a true and fair view and are free from
statements of CRISIL Limited (hereinafter referred to as material misstatement, whether due to fraud or error, which
‘the Holding Company’) and its subsidiaries (the Holding have been used for the purpose of preparation of the
Company and its subsidiaries together referred to as ‘the consolidated financial statements by the Directors of the
Group’), comprising of the consolidated Balance Sheet Holding Company, as aforesaid.
as at December 31, 2015, the consolidated Statement of
Profit and Loss and consolidated Cash Flow Statement Auditor’s Responsibility
for the year then ended, and a summary of significant
Our responsibility is to express an opinion on these
accounting policies and other explanatory information
consolidated financial statements based on our audit.
(hereinafter referred to as ‘the consolidated financial
While conducting the audit, we have taken into account the
statements’).
provisions of the Act, the accounting and auditing standards
and matters which are required to be included in the audit
Management’s Responsibility
report under the provisions of the Act and the Rules made
for the Consolidated Financial
thereunder. We conducted our audit in accordance with the
Statements
Standards on Auditing, issued by the Institute of Chartered
The Holding Company’s Board of Directors is responsible
Accountants of India, as specified under Section 143(10)
for the preparation of these consolidated financial
of the Act. Those Standards require that we comply with
statements in terms with the requirement of the Companies
ethical requirements and plan and perform the audit to
Act, 2013 (‘the Act’) that give a true and fair view of the
obtain reasonable assurance about whether the financial
consolidated financial position, consolidated financial
statements are free from material misstatement.
performance and consolidated cash flows of the Group in
accordance with accounting principles generally accepted An audit involves performing procedures to obtain audit

in India, including the Accounting Standards specified under evidence about the amounts and disclosures in the

Section 133 of the Act, read with Rule 7 of the Companies consolidated financial statements. The procedures selected

(Accounts) Rules, 2014. The respective Board of Directors depend on the auditor’s judgment, including the assessment

of the companies included in the Group are responsible of the risks of material misstatement of the consolidated

for maintenance of adequate accounting records in financial statements, whether due to fraud or error. In making

accordance with the provisions of the Act for safeguarding those risk assessments, the auditor considers internal financial

of the assets of the Group and for preventing and detecting control relevant to the Holding Company’s preparation of the

frauds and other irregularities; the selection and application consolidated financial statements that give a true and fair view

of appropriate accounting policies; making judgments and in order to design audit procedures that are appropriate in the

estimates that are reasonable and prudent; and the design, circumstances but not for the purpose of expressing an opinion

121
CRISIL Limited Annual Report 2015

on whether the Holding Company has in place an adequate statements have been kept so far as it appears
internal financial controls system over financial reporting and from our examination of those books and
the operating effectiveness of such controls. An audit also reports of the other auditors;
includes evaluating the appropriateness of accounting policies
(c) 
The consolidated Balance Sheet, consolidated
used and the reasonableness of the accounting estimates
Statement of Profit and Loss, and consolidated
made by the Holding Company’s Board of Directors, as well as
Cash Flow Statement dealt with by this Report
evaluating the overall presentation of the consolidated financial
are in agreement with the books of account
statements. We believe that the audit evidence obtained by
maintained for the purpose of preparation of the
us and the audit evidence obtained by the other auditors in
consolidated financial statements;
terms of their reports referred to in paragraph (a) of the Other
Matters below, is sufficient and appropriate to provide a basis (d) 
In our opinion, the aforesaid consolidated

for our audit opinion on the consolidated financial statements. financial statements comply with the Accounting
Standards specified under section 133 of
Opinion the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
In our opinion and to the best of our information
and according to the explanations given to us, the On the basis of the written representations
consolidated financial statements give the information received from the directors of the Holding
required by the Act in the manner so required and give Company as on December 31, 2015 taken on
a true and fair view in conformity with the accounting record by the Board of Directors of the Holding
principles generally accepted in India of the consolidated Company and the reports of the auditors who
state of affairs of the Group, as at December 31, 2015, are appointed under Section 139 of the Act, of
their consolidated profit, and their consolidated cash its subsidiary companies incorporated in India,
flows for the year ended on that date. none of the directors of the Group’s companies,
incorporated in India is disqualified as on
Report on Other Legal and December 31, 2015 from being appointed as a
Regulatory Requirements director in terms of Section 164 (2) of the Act;
1. 
As required by the Companies (Auditor’s Report) (e) With respect to the other matters to be included
Order, 2015 (“the Order”), issued by the Central in the Auditor’s Report in accordance with Rule
Government of India in terms of sub-section (11) 11 of the Companies (Audit and Auditors) Rules,
of Section 143 of the Act, based on the comments 2014, in our opinion and to the best of our
in the auditor’s report of the Holding company, its information and according to the explanations
subsidiaries incorporated in India, to whom the given to us:
Order applies, we give in the Annexure a statement
i. 
The consolidated financial statements
on the matters specified in paragraphs 3 and 4 of the
disclose the impact of pending litigations
Order, to the extent applicable.
on its consolidated financial position of the
2. As required by section 143 (3) of the Act, we report, Group – Refer Note 20 to the consolidated
to the extent applicable, that: financial statements;
(a) We / the other auditors whose reports we have ii. 
The Group did not have any material
relied upon have sought and obtained all the foreseeable losses in long-term contracts
information and explanations which to the best including derivative contracts;
of our knowledge and belief were necessary
iii. 
There has been no delay in transferring
for the purpose of our audit of the aforesaid
amounts, required to be transferred, to the
consolidated financial statements;
Investor Education and Protection Fund
(b) 
In our opinion proper books of account as by the Holding Company, its subsidiaries
required by law relating to preparation of incorporated in India.
the aforesaid consolidation of the financial

122
FINANCIAL STATEMENTS | CONSOLIDATED

Other Matter with respect to the adjustments and, accordingly, we do

not express an opinion or any other form of assurance
The accompanying consolidated financial statements
on the financial statements of these subsidiaries from
include total assets of Rs. 2,993 million as at December
which such adjustments were derived.
31, 2015, and total revenues and net cash outflows of
Rs. 7,070 million and Rs. 189 million respectively, for In addition, our opinion on the consolidated financial
the year ended on that date, in respect of 9 subsidiaries, statements, in so far as it relates to the amounts and
which have been audited by other auditors, which disclosures included in respect of these subsidiaries,
financial statements, other financial information and and our report in terms of sub-sections (3) and (11)
auditor’s reports have been furnished to us by the of Section 143 of the Act, in so far as it relates to the
Company’s management. The financial statements and aforesaid subsidiaries, is based solely on the reports
information of these subsidiaries have been prepared of such other auditors and the information provided
in accordance with accounting principles generally by the Company’s management. Our opinion is not
accepted in their respective countries and have been qualified in respect of this matter.
audited by other auditors who have submitted their Our opinion on the consolidated financial statements,
audit reports, prepared under generally accepted and our report on Other Legal and Regulatory
auditing standards of their respective countries, to Requirements above, is not modified in respect of
the shareholder of the respective entities. Company’s the above matters with respect to our reliance on
management has converted the financial statements the work done and the reports of the other auditors
and information of these subsidiaries from accounting and the financial statements and other financial
principles generally accepted in their respective information certified by the Management.
countries to accounting principles generally accepted
in India. We audited the adjustments that were applied
to prepare the 2015 consolidated financial statements For S.R. BATLIBOI & CO. LLP
made by the Company’s management to convert these Chartered Accountants
subsidiaries financial statements and information from ICAI Firm Registration Number: 301003E
accounting principles generally accepted in their
respective countries to accounting principles generally per Jayesh Gandhi
accepted in India. In our opinion, such adjustments Partner
have been properly applied. We were not engaged Membership Number: 037924
to audit, review or apply any procedures to the 2015 Place: Mumbai
financial statements of these subsidiaries other than Date: February 9, 2016

123
CRISIL Limited Annual Report 2015

Annexure referred to in paragraph 1 under the heading

“Report on Other Legal and Regulatory Requirements” of our
Report of even date

Re: CRISIL Limited Company and the covered entities of the Group and the

(i) (a) The Holding Company and the Covered entities of nature of its businesses, for the purchase of fixed assets and

the Group have maintained proper records showing for the sale of goods and services, to the extent applicable

full particulars, including quantitative details and to the nature of the business of the covered entities of the

situation of fixed assets. Group. The activities of the Group do not involve purchase
of inventory. During the course of our audit and as reported
(b) Fixed assets have been physically verified by the
by the other auditors who audited the financial statements of
management of the Holding Company and the
certain covered entities of the Group, no major weakness was
two covered entities of the Group during the year
observed or continuing failure to correct any major weakness
and no material discrepancies were identified on
in the internal control system of the Holding Company and
such verification. Fixed assets of the remaining two
the Covered entities of the Group in respect of these areas.
covered entities have not been physically verified by
the management during the year but there is a regular (v) The Holding Company and the Covered entities of the
programme of verification which, as reported by the Group have not accepted any deposits from the public.
other auditors who audited the financial statements (vi) To the best of our knowledge and as explained and as
of the said subsidiaries, is reasonable having regard reported by the other auditors who audited the financial
to the size of the said Covered entities of the Group statements of certain covered entities of the Group, the
and the nature of its assets. Central Government has not specified the maintenance of
(ii) The business of the Holding Company and the Covered cost records under clause 148(1) of the Companies Act,
entities of the Group does not involve inventories and, 2013, for the products/services of the Holding Company
accordingly, the requirements under paragraph 4(ii) of the and the Covered entities of the Group.
Order are not applicable to the Holding Company and the (vii) (a) The Holding Company and the Covered entities of
Covered entities of the Group. the Group are regular in depositing with appropriate
(iii) (a) The Holding Company has granted loan to an entity authorities undisputed statutory dues including
covered in the register maintained under section provident fund, employees’ state insurance, income-
189 of the Companies Act, 2013. In respect of loans tax, sales-tax, custom duty, wealth-tax, service tax,
granted, repayment of the principal amount is as excise duty, value added tax, cess and other material
stipulated and payment of interest has been regular. statutory dues as applicable to the respective
The Covered entities of the Group have not granted covered entities.
any loans, secured or unsecured to companies, firms (b) According to the information and explanations given
or other parties covered in the register maintained to us, no undisputed amounts payable in respect of
under section 189 of the Companies Act, 2013. provident fund, employees’ state insurance, income-
Accordingly, the provisions of clause 3(iii)(a) and (b) tax, wealth-tax, service tax, sales-tax, excise duty,
of the Order are not applicable to the Covered entities custom duty, value added tax, cess and other material
of the Group and hence not commented upon. statutory dues were outstanding, at the year end, for
(b) There is no overdue amount of loans granted by the a period of more than six months from the date they
Holding Company to the entity listed in the register became payable for the covered entities of the Group.
maintained under section 189 of the Companies (c) According to the records of the Holding Company
Act, 2013. and the Covered entities of the Group and as
(iv) 
In our opinion and according to the information and reported by other auditors who audited the
explanations given to us and as reported by the other financial statements of certain covered entities in
auditors who audited the financial statements of certain the Group, the dues outstanding of income-tax,
covered entities of the Group there is an adequate internal sales-tax, service tax, on account of any dispute,
control system commensurate with the size of the Holding are as follows:

124
FINANCIAL STATEMENTS | CONSOLIDATED

Name of the Nature of Amount Period to which the Forum where dispute is pending
Statute Dues (Rs.) amount relates
Income Tax Income Tax 50,00,000 A.Y. 2000-01 High Court
Act, 1961 38,75,417 A.Y. 2001-02 High Court
46,00,929 A.Y. 2002-03 High Court
36,38,158 A.Y. 2003-04 High Court
31,96,382 A.Y. 2004-05 High Court
28,76,744 A.Y. 2005-06 High Court
5,33,423 A.Y. 2005-06 Commissioner of Income Tax (Appeals)
51,93,868 A.Y. 2006-07 Commissioner of Income Tax (Appeals)
8,32,24,366 A.Y. 2007-08 Income Tax Appellate Tribunal
75,44,894 A.Y.2007-08 Commissioner of Income Tax (Appeals)
7,38,24,882 A.Y.2008-09 Income Tax Apellate Tribunal
23,200 A.Y.2008-09 Commissioner of Income Tax (Appeals)
10,37,38,654 A.Y. 2009-10 Income Tax Apellate Tribunal
64,54,440 A.Y. 2009-10 Commissioner of Income Tax (Appeals)
8,05,07,564 A.Y. 2010-11 Income Tax Apellate Tribunal
Appeal Filing in Progress with Income Tax
3,31,89,232 A.Y. 2011-12
Appeallate Tribunal
1,05,87,153 A.Y. 2011-12 Commissioner of Income Tax (Appeals)
80,86,802 A.Y. 2012-13 Commissioner of Income Tax (Appeals)
Sales Tax Act, Sales Tax 19,27,861 FY 2003-04 Asst. Comm. Of Sales Tax (Appeals)
1956 34,45,717 FY 2004-05 Asst. Comm. Of Sales Tax (Appeals)
Finance Act Service Tax F.Y. 1999-00 to
1,50,42,302 Customs Excise & Service Tax Appellate Tribunal
2001-02
86,60,064 F.Y. 2008-09 Assistant of Service Tax Division – III, Mumbai

(d) According to the information and explanations given (xi) The Holding Company and the Covered entities of the
to us and as reported by the other auditor who Group did not have any term loans outstanding during
audited the financial statements of certain covered the year.
entities, of the Group, the amount required to be
(xii) Based upon the audit procedures performed for
transferred to investor education and protection fund
the purpose of reporting the true and fair view of the
in accordance with the relevant provisions of the
consolidated financial statements and as per the
Companies Act, 1956 (1 of 1956) and rules made
information and explanations given by the management
thereunder has been transferred to such fund within
and reports of the other auditors who audited the
time to the extent applicable to the covered entities.
financial statements of other covered entities of the
(viii) The Holding Company and the Covered entities of the group, which we have relied upon, we report that no
Group have no accumulated losses at the end of the material fraud by/ on the Group, has been noticed or
financial year and have not incurred cash losses in the reported during the year .
current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the

information and explanations given by the management For S.R. BATLIBOI & CO. LLP
and as reported by the other auditor who audited the Chartered Accountants
financial statements of certain covered entities, of the ICAI Firm Registration Number: 301003E
Group, we are of the opinion that the covered entities
of the Group have not taken any loans from financial
institutions, banks and has not issued any debentures.
per Jayesh Gandhi
(x) According to the information and explanations given to Partner
us, the Holding Company and the Covered entities of Membership Number: 037924
the Group have not given any guarantee for loans taken Place: Mumbai
by others from bank or financial institutions. Date: February 9, 2016

125
CRISIL Limited Annual Report 2015

Consolidated BALANCE SHEET

as at December 31, 2015

(Rupees)

Particulars Notes As at As at
December 31, 2015 December 31, 2014
Equity and Liabilities
Shareholders' funds
Share capital 3 71,209,103 71,357,055
Reserve and surplus 4 8,486,405,123 8,412,093,836
Non-current Liabilities
Other liabilities 5 191,768,305 251,418,165
Provisions 6 132,162,418 99,703,942
Current Liabilities
Trade payables 7 373,558,534 385,975,990
Other liabilities 8 2,700,242,713 2,103,795,480
Provisions 9 1,353,429,217 1,321,738,900
Total 13,308,775,413 12,646,083,368
Assets
Non-current assets
Goodwill on consolidation 3,150,313,229 3,150,313,229
Fixed assets
Tangible assets 10 784,732,274 912,718,348
Intangible assets 10 190,606,540 256,043,061
Intangible asset under development 24,800,940 -
Capital work in progress 1,271,679 -
Investments 11 56,252,031 56,252,031
Deferred tax assets (Net) 12 362,553,560 299,142,806
Loans and advances 13 442,259,018 497,512,623
Other assets 14 16,667,539 8,622,664
Current Assets
Investments 11 3,777,261,191 3,688,886,970
Trade receivables 15 1,955,806,496 1,408,594,415
Cash and bank balances 16 1,517,805,384 1,546,569,463
Loans and advances 17 448,121,976 303,817,386
Other assets 18 580,323,556 517,610,372
Total 13,308,775,413 12,646,083,368
Summary of significant accounting policies 1,2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

126
FINANCIAL STATEMENTS | CONSOLIDATED

Consolidated Statement of Profit and Loss

for the year ended December 31, 2015

(Rupees)

Particulars Notes Year Ended Year Ended

December 31, 2015 December 31, 2014
Income
Income from operations 19 13,799,369,114 12,533,821,804
Other income 20 432,228,722 236,906,614
Total 14,231,597,836 12,770,728,418
Expenses
Personnel expenses 21 6,937,535,195 5,929,432,721
Establishment expenses 22 938,829,481 927,143,652
Other expenses 23 1,927,007,710 1,792,374,224
Depreciation/ Amortisation 10 371,243,933 361,230,283
Total 10,174,616,319 9,010,180,880
Profit before tax 4,056,981,517 3,760,547,538
Tax expense
Current tax 1,263,438,008 1,144,887,120
Deferred tax (57,974,634) (68,637,969)
Total tax expense 1,205,463,374 1,076,249,151
Profit after tax 2,851,518,143 2,684,298,387
Earnings per share : Nominal value of Re. 1/ per share 33
Basic 40.03 37.83
Diluted 39.51 37.41
Summary of significant accounting policies 1,2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

127
CRISIL Limited Annual Report 2015

Consolidated Cash Flow Statement

for the year ended December 31, 2015

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
A. Cash flow from operating activities:
Profit before tax 4,056,981,517 3,760,547,538
Adjustments for :
Depreciation 371,243,933 361,230,283
Amortisation of foreign currency monetary item translation reserve (73,195,383) (56,100,473)
Unrealised foreign exchange gain (38,846,773) 18,669,784
(Profit)/ Loss on sale of fixed assets 377,858 950,945
(Profit)/ Loss on sale of current investments (197,432,530) (110,845,131)
Provision for doubtful debts / bad debts 117,289,028 145,625,240
Interest income (26,024,862) (31,862,915)
Dividend on current investments - (54,373,486)
Dividend on non-current investments (2,812,524) (2,812,570)
Operating profit before working capital changes 4,207,580,264 4,031,029,215
Movements in working capital
- (Increase)/decrease in trade receivables (659,382,008) (349,564,559)
- (Increase)/decrease in sundry deposits 12,039,403 5,901,267
- (Increase)/decrease in loans (11,746,638) 12,843,783
- (Increase)/decrease in deferred grant revenue (60,044,442) 16,468,395
- (Increase)/decrease in advances (70,360,479) (75,222,203)
- (Increase)/decrease in accrued revenue (82,777,410) 3,432,231
- Increase/(decrease) in trade payables (8,803,618) 18,546,705
- Increase/(decrease) in unearned revnue and fees received in 92,195,785 151,909,993
advance
- Increase/(decrease) in rent deferment (17,745,134) 1,354,091
- Increase/(decrease) in other payables 404,633,945 68,183,242
- Increase/(decrease) in provision for leave benefits 48,644,831 37,115,345
- Increase/(decrease) in provision for gratuity 30,899,921 22,869,197
- Increase/(decrease) in statutory liabilities 119,835,747 (51,362,474)
Cash generated from operations 4,004,970,167 3,893,504,228
- Taxes paid (1,301,298,898) (1,247,008,435)
Net cash generated from operating activities - (A) 2,703,671,269 2,646,495,793
B. Cash flow from investing activities :
Purchase of fixed assets (262,035,568) (211,520,476)
Proceeds from sale of fixed assets 6,888,823 1,1638,817
Investments in mutual funds (4,999,590,903) (3,688,886,970)
Sale proceeds from investments in mutual funds 5,108,649,213 2,498,044,214
Payment made for acquisition of Coalition group - (650,855,274)
Investment in fixed deposits (283,154,526) (125,324,312)
Proceeds from fixed deposits maturity 408,254,283 224,188,247
Interest income 26,709,223 34,007,278
Dividend on current investments - 54,373,486
Dividend on non-current investments 2,812,524 2,812,570
Net cash generated from/(used in) investing activities - (B) 8,533,069 (1,851,522,420)

128
FINANCIAL STATEMENTS | CONSOLIDATED

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
C. Cash flow from financing activities :
Proceeds from issuance of share capital on exercise of stock options 375,954,050 551,194,748
Dividend and dividend tax paid (1,973,104,783) (1,666,842,509)
Payment towards buy back of shares (Refer note 31) (1,019,780,638) -
Net cash generated from/(used in) financing activities - (C) (2,616,931,371) (1,115,647,761)
D. Effect of exchange difference on translation of foreign currency 8,528,470 6,124,612
cash and cash equivalents - (D)
Net Increase/(decrease) in cash and cash equivalents (A+B+C+D) 103,801,437 (314,549,776)
Cash and cash equivalents - Opening balance 1,215,868,342 1,530,418,118
Cash and cash equivalents - Closing balance 13,196,69,779 1,215,868,342
Net Increase/(decrease) in cash and cash equivalents 103,801,437 (314,549,776)
Components of cash and cash equivalents as at
Cash on hand and with banks on current account 1,098,813,364 1,188,883,630
Deposits with original maturity of less than three months 210,343,956 16,251,692
Unpaid dividend account (Earmarked for unpaid dividend) 10,512,459 10,733,020
1,319,669,779 1,215,868,342

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants”

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

129
CRISIL Limited Annual Report 2015

Notes
to the Consolidated financial statements for the year ended
December 31, 2015

1 Nature of operations cycle as twelve months for the purpose of current / non-
current classification of assets and liabilities.
CRISIL is a globally-diversified analytical Company
providing ratings, research, risk and policy advisory 2 Summary of significant
services. CRISIL is India’s leading ratings agency accounting policies
and the foremost provider of high-end research to the
world’s largest banks and leading corporations.CRISIL Principal of consolidation
delivers analysis, opinions, and solutions that make 2.1 The consolidated financial statements include the
markets function better. financial statements of CRISIL Limited consolidated
with the financial statements of its wholly owned
1.1 Basis of preparation
subsidiaries (‘Group’).

The Consolidated Financial Statements (‘CFS’) are
2.2 The financial statements of the Group have
prepared in accordance with Accounting Standard
been combined on a line by line basis by
(‘AS’) 21 “Consolidated Financial Statements” issued
adding together the book values of like items of
by the Institute of Chartered Accountants of India (ICAI)
assets, liabilities, income and expenses, after
as notified by Ministry of Corporate Affairs (MCA).
duly eliminating intra group balances and intra
The financial Statements of the Company have been group transactions and resulting gains/ losses
prepared in accordance with generally accepted as per Accounting Standard 21 - Consolidated
accounting principles in India (‘Indian GAAP’). The Financial Statements notified under section
Company has prepared these financial statements 133 of the Companies Act 2013, read together
to comply in all material respects with the mandatory with paragraph 7 of the Companies (Accounts)
accounting standards notified under section 133 of the Rules 2014. The accounting policies have been
Companies Act , 2013, read together with paragraph 7 consistently applied by the Company and are
of the Companies (Accounts) Rules 2014. The Financial consistent with those used in the previous year.
Statements have been prepared under the historical
2.3 The consolidated financial statements are
cost convention on an accrual basis. The accounting
prepared by applying uniform accounting policies
policies applied by the company are consistent with
in use at the group, except as disclosed.
those used in the previous year
2.4 Goodwill on consolidation represents the excess
All the assets and liabilities have been classified as
of purchase consideration over net asset value
current or non- current as per the company’s normal
of acquired subsidiaries on the date of such
operating cycle and other criteria set out in Schedule
acquisition.
III to the Companies Act, 2013. Based on the nature of
products and time between the acquisition of assets 2.5 The Consolidated Financial Statements represent
for processing and their realization in cash or cash consolidation of accounts of the Company, its
equivalents, the company has ascertained its operating subsidiaries as detailed below :

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FINANCIAL STATEMENTS | CONSOLIDATED

Name of the company Country Of Ownership in % either directly or

Incorporation through Subsidiaries
December 31, 2015 December 31, 2014
CRISIL Risk and Infrastructure Solutions Limited India 100% 100%
CRISIL Irevna UK Limited United Kingdom 100% 100%
CRISIL Irevna USA LLC United States of America 100% 100%
CRISIL Irevna Argentina S.A. Argentina 100% 100%
CRISIL Irevna Poland Sp.zo.o. Poland 100% 100%
Pipal Research Analytics and Information Services India 100% 100%
India Private Limited
Coalition Development Limited United Kingdom 100% 100%
Coalition Development Systems (India) Private India 100% 100%
Limited
Mercator Info-Services India Private Limited India 100% 100%
Coalition Development Singapore Pte Limited Singapore 100% 100%
CRISIL Irevna Information Technology (Hangzhou) China 100% 100%
Co., Ltd

2.6 Use of estimates Following initial recognition, intangible

assets are carried at cost less accumulated
The preparation of financial statements in
amortization and accumulated impairment
conformity with generally accepted accounting
losses, if any.
principles requires management to make
judgments, estimates and assumptions that affect 2.8 Depreciation / Amortisation
the reported amounts of revenues, expenses,
Based on internal assessment and independent
assets and liabilities and disclosure of contingent
technical evaluation carried out by external
liabilities as at the date of the financial statements
valuers the management believes that the useful
and the results of operations during the reporting
lives as given below best represent the period over
year end. Although these estimates are based
which management expects to use these assets.
upon management’s best knowledge of current
Hence in certain class of assets, the useful lives
events and actions, uncertainty about these
is different from the useful lives prescribed under
assumptions and estimates could result in the
Part C of Schedule II of the Companies Act,
outcomes requiring a material adjustment to the
2013. The estimated useful life coincides with the
carrying amounts of assets or liabilities in future
useful life on which depreciation was provided in
periods.
earlier years. Depreciation is provided on straight
2.7 Fixed assets line method (SLM) over useful life.

Fixed assets are stated at cost, less accumulated Assets Estimated Schedule II-
depreciation and impairment losses if any. Cost Useful Life Useful life
Buildings 20 Years 60 Years
comprises the purchase price and any attributable
Furniture and fixtures 4 to 16 Years 10 Years
cost of bringing the asset to its working condition
Office equipments 3 to 21 Years 5 Years
for its intended use. Items of fixed asset held for Computers 3 to 5 Years 3 Years
disposal are stated at lower of the net book value Vehicles 3 Years 8 Years
and net realisable value and are shown under
Leasehold Improvements are amortised over the
other current assets. Capital work in progress is
lease term or useful life of the asset, whichever is
measured at cost.
lower, over a period of 1 to 9 years.

Intangible assets acquired separately are
2.9 Impairment
measured on initial recognition at cost if it meets
criteria, in line with accounting standards 26. 
The carrying amounts of assets (including
Cost of Internally generated intangible assets, goodwill on consolidation) are reviewed at each
during developement phase, is capitalised. balance sheet date if there is any indication of

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CRISIL Limited Annual Report 2015

impairment based on internal/external factors. Income from operations

An impairment loss is recognised wherever
Income from Operations comprises of income
the carrying amount of an asset exceeds its from initial rating and surveillance services,
recoverable amount. The recoverable amount is global research and analytical services,
the greater of the asset’s net selling price and customised research, special assignments
value in use. and subscriptions to information products and

After impairment, depreciation is provided on services, revenue from initial public offering
the revised carrying amount of the asset over its (IPO) grading services and independent
remaining useful life. equity research (IER) services. Initial rating
fees are deemed to accrue on the date the
2.10 Intangibles rating is awarded and a portion of it is deferred

Goodwill (acquired) is amortised on a systematic recorded equally over 11 months subsequent

basis over the best estimate of it’s useful life. to the month in which the rating was awarded.
Revenue on service contracts are recognised on
Details of estimated useful life of intangible
completion of related services. Surveillance fee,
assets are as under :
subscription to information products and services
Assets Estimated and revenue from IER are accounted on a time
Useful Life
proportion basis. Revenue from customised
Goodwill 5 to 10 Years
research and IPO grading are recognised in
Customer relationship 3 to 7 Years
the period in which such assignments are
Brand 7 Years
carried out or milestones achieved. Revenue
Non compete 3 Years
Software Upto 3 Years from infrastructure advisory services are
recognised as income in the year in which
2.11 Operating leases such assessments/assignments are carried out
or milestones achieved. Fees with respect to

Leases where the lessor effectively retains
certain categories of clients are recognised only
substantially all the risks and benefits of ownership
when there is reasonable certainty of collection.
of the leased item, are classified as operating
Revenue from risk management services
leases. Operating lease payments are recognised
comprises of revenue from sale of software
as an expense in the Statement of Profit and Loss
and annual maintenance contracts. Revenue
on a straight-line basis over the lease term.
from sale of software licenses are recognised
upon delivery of these licenses which constitute
2.12 Investments
transfer of all risks and rewards. Revenue from

Investments that are readily realisable and sale of software which involves customization
intended to be held for not more than a year is recognised in accordance with the percentage
are classified as current investments. All other completion method. Revenue from annual
investments are classified as non-current maintenance contracts are recognised on a time
investments. Current investments are carried proportion basis. Provision for estimated losses,
at lower of cost and fair value determined on if any, on uncompleted contracts are recorded
an individual investment basis. Non-current in the year in which such losses become certain
investments are carried at cost. However, based on the current estimates.
provision for diminution in value is made to
Service income accrued but not billed represents
recognise a decline other than temporary in the
revenue recognised on contracts to be billed in
value of the investments.
the subsequent period, in accordance with terms
2.13 Revenue recognition of the contract.

Revenue is recognised to the extent that it is Interest income

probable that the economic benefits will flow Interest income is recognised on a time proportion
to the Group and the revenue can be reliably basis taking into account the amount outstanding
measured. and the rate applicable.

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FINANCIAL STATEMENTS | CONSOLIDATED

Dividend income Conversion


Dividend Income is recognised when the Foreign currency monetary items are reported
company’s right to receive payment is established using the closing rates. Non monetary items
by the balance sheet date. which are carried in terms of historical costs

Profit /(loss) on sale of investment denominated in a foreign currency are reported

using the exchange rate at the date of transaction.
Profit /(loss) on sale of investment is accounted
when the sale / transfer deed is executed . On Exchange difference

disposal of such investments, the difference Exchange differences relating to long term
between the carrying amount and the disposal monetary items other than depreciable assets,
proceeds, net of expenses, is recognised in the arising during the year, such differences are
Statement of Profit and Loss. accumulated in the “ Foreign Currency Monetary
Item Translation Account” and amortised to
2.14 Retirement and other employee benefits the Statement of Profit and Loss over the
Retirement benefits in the form of Provident balance life of the long term monetary item. All
Fund is a defined contribution scheme and the other exchange differences are recognised as
contributions are charged to the Statement income or expense in the Statement of Profit
of Profit and Loss of the year when the and Loss.
contributions to the respective funds are due.
Non-monetary items which are carried at fair
There are no other obligations other than
value or other similar valuation denominated
the contribution payable to the respective
in a foreign currency are reported using the
authorities.
exchange rate that existed, when the values were

The Company provides gratuity a defined determined. Exchange differences arising as a
benefit plan to the eligible employees. Gratuity result of the above are recognised as income or
liability is provided for on the basis of an expense in the Statement of Profit and Loss
actuarial valuation on projected unit credit
Forward contract
method made at the end of each financial
year. Forward contracts are entered into, to hedge the
foreign currency risk of the underlying outstanding
Short term compensated absences are provided
at the balance sheet date and also to hedge the
for based on estimates. Long term compensated
foreign currency risk of firm commitment or highly
absences are provided for based on actuarial
probable forecast transactions. The premium or
valuation. The actuarial valuation is done as per
discount on forward contracts that are entered
projected unit credit method.
into, to hedge the foreign currency risk of the

Actuarial gains/losses are immediately taken underlying outstanding at the balance sheet
to the Statement of Profit and Loss and are not date arising at the inception of each contract,
deferred. is amortised as income or expense over the life
of the contract. Any profit or loss arising on the

In respect of foreign subsidiaries retirement
cancellation or renewal of forward contracts is
benefits are governed and accrued as per local
recognised as income or as expense for the year.
statutes.

In relation to the forward contracts entered
2.15 Foreign currency transactions into, to hedge the foreign currency risk of the

Initial recognition underlying outstanding at the balance sheet

date, the exchange difference is calculated as the

Foreign currency transactions are recorded
difference between the foreign currency amount
in reporting currency (INR) by applying to the
of the contract translated at the exchange rate at
foreign currency amount to the monthly average
the reporting date or the settlement date where
exchange rates for the respective periods in
the transaction is settled during the reporting year,
which the transaction takes place
and the corresponding foreign currency amount

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CRISIL Limited Annual Report 2015

translated at the later of the date of inception 2.16 Translation of integral and non integral
of the forward exchange contract and the last foreign operation
reporting date. Such exchange differences are
The financial statements of an integral foreign
recognised in the Statement of Profit and Loss
operation are translated as if the transactions
in the reporting year in which the exchange rates
of the foreign operation have been those of the
change.
Company itself.
The Group has adopted the principles of AS
In translating the financial statements of a non-
30 “Financial Instruments: Recognition and
integral foreign operation for incorporation in
Measurement” in respect of its derivative
financial statements, the assets and liabilities,
financial instruments that are not covered by
both monetary and non-monetary, of the non-
AS 11 “Accounting for the Effects of Changes
integral foreign operation are translated at the
in Foreign Exchange Rates” and that relate to a
closing rate; income and expense items of the
firm commitment or a highly probable forecast
non integral foreign operation are translated at
transaction. In accordance with AS 30, such
average exchange rates and resulting exchange
derivative financial instruments, which qualify
differences are accumulated in a currency
for cash flow hedge accounting and where the
fluctuation translation reserve until the disposal
Company has met all the conditions of AS 30,
of the net investment. On disposal of the net
are fair valued at the balance sheet date and
investment, this amount is transferred to the
the resultant gain / loss is credited / debited
Statement of Profit and Loss.
to the Hedging Reserve Account included in
the Reserves and Surplus. This gain / loss 2.17 Taxes on income
would be recorded in the Statement of Profit
Tax expense comprises of current and deferred
and Loss when the underlying transactions
tax. Current income tax is measured at the
affect earnings. Other derivative instruments
amount expected to be paid to the tax authorities
that relate to a firm commitment or a highly
deferred income taxes reflects the impact of
probable forecast transaction and that do
current year timing differences between taxable
not qualify for hedge accounting, have been
income and accounting income for the year and
recorded at fair value at the reporting date and
reversal of timing differences of earlier years.
the resultant gain / loss has been credited /
With respect to foreign subsidiaries tax expense
debited to the Statement of Profit and Loss for
is recorded and recognised as per local statute.
the year.
Deferred tax is measured based on the tax
Foreign Currency Translation on long term
rates and the tax laws enacted or substantively
monetary items
enacted at the balance sheet date. Deferred tax
In line with notification of the Companies assets and deferred tax liabilities are offset, if a
(Accounting Standards) Amendment Rules, legally enforceable right exists to set off current
2011 issued by Ministry of Corporate Affairs tax assets against current tax liabilities and the
on December 29, 2011 amending Accounting deferred tax assets and deferred tax liabilities
Standard - 11 (AS - 11) ‘The Effects of Changes relate to the taxes on income levied by same
in Foreign Exchange Rates (revised 2003), the governing taxation laws. Deferred tax assets
Company has chosen to exercise the option are recognised only to the extent that there is
under para 46A inserted in the standard by the reasonable certainty that sufficient future taxable
notification. Accordingly, exchange differences income will be available against which such
on all long term monetary items, with prospective deferred tax assets can be realised. In situations
effect from April 01, 2011, has been accumulated where the Company has unabsorbed depreciation
in the “Foreign Currency Monetary Translation or carry forward tax losses, all deferred tax assets
Account” and amortised to the Statement of Profit are recognised only if there is virtual certainty
and Loss over the balance life of the long term supported by convincing evidence that they can
monetary item. be realised against future taxable profits.

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FINANCIAL STATEMENTS | CONSOLIDATED

At each balance sheet date, the Company re- 2.19 Earnings per share
assesses unrecognised deferred tax assets. It

Basic earnings per share are calculated
recognises unrecognised deferred tax assets to
by dividing the net profit or loss for the
the extent that it has become reasonably certain
period attributable to equity shareholders
that sufficient future taxable income will be
by the weighted average number of equity
available against which such deferred tax assets
shares outstanding during the year. The
can be realised.
weighted average number of equity shares
The carrying amount of Deferred Tax Assets
outstanding during the period is adjusted
are reviewed at each Balance Sheet date. The
for events such as buy back, ESOS, etc.
Company writes down the carrying amount of a
that have changed the number of equity
deferred tax asset to the extent it is no longer
shares outstanding, without a corresponding
reasonably or virtually certain, as the case may
change in resources.
be, that sufficient future taxable income will be
available against which deferred tax asset can For the purpose of calculating diluted earnings
be realised. Any such write down is reversed to per share, the net profit or loss for the period
the extent that it becomes reasonably or virtually attributable to equity shareholders and the
certain, as the case may be, that sufficient future weighted average number of shares outstanding
taxable income will be available. during the period are adjusted for the effects of all
dilutive potential equity shares.
2.18 Segment reporting policies

Segment policies: 2.20 Provisions

The Group prepares its segment information in A provision is recognised when the Company
has a present obligation as a result of past
conformity with the accounting policies adopted
event; it is probable that an outflow of resources
for preparing and presenting the financial
will be required to settle the obligation, in
statements of the Group as a whole.
respect of which a reliable estimate can
Identification of segments: be made. Provisions are not discounted

The Group’s operating businesses are organised to its present value and are determined
based on best estimate required to
and managed separately according to the nature
settle the obligation at the balance
of products and services provided, with each
sheet date. These are reviewed at each balance
segment representing a strategic business unit
sheet date and adjusted to reflect the current
that offers different products and serves different
best estimates.
markets. The analysis of geographical segments is
based on the geographical locations of customers. 2.21 Contingent liabilities
Inter segment transfers: 
A contingent liability is a possible obligation


The Group generally accounts for intersegment that arises from past events whose existence

services and transfers as if the services or transfers will be confirmed by the occurrence or non-
occurrence of one or more uncertain future
were to third parties at current market prices.
events beyond the control of the company
Allocation of common costs: or a present obligation that is not recognised
Common allocable costs are allocated to each because it is not probable that an outflow

segment according to the relative contribution of of resources will be required to settle the
obligation. A contingent liability also arises in
each segment to the total common costs.
extremely rare cases where there is a liability
Unallocated items: that cannot be recognised because it cannot
Unllocable income and expenses includes be measured reliably. The company does not
general corporate income and expense items recognize a contingent liability but discloses its

which are not identified to any business segment. existence in the financial statements.

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CRISIL Limited Annual Report 2015

2.22 Cash and cash equivalents Board of India (Share Based Employee
Benefits) Regulations, 2014 and the
Cash and cash equivalents in the balance sheet
Guidance Note on Accounting for Employee
comprise cash at bank and in hand and short-
Share-based Payments, issued by the
term investments with an original maturity of three
Institute of Chartered Accountants of India.
months or less.
The Company measures compensation cost
2.23 Employee stock compensation cost relating to employee stock options using the
intrinsic value method. Compensation expense is
Measurement and disclosure of the employee
amortised over the vesting period of the option
share-based payment plans is done in
on a straight line basis wherever grant price
accordance with Securities and Exchange
is lower then the market price.

136
FINANCIAL STATEMENTS | CONSOLIDATED

3. Share capital
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Authorised capital:
100,000,000 Equity Shares of Re.1/- each (P.Y. 100,000,000 of Re. 1/- each) 100,000,000 100,000,000
Issued, Subscribed and Paid Up:
71,209,103 Equity Shares of Re. 1/- each fully paid up (P.Y. 71,357,055 of
71,209,103 71,357,055
Re.1/- each)
Total 71,209,103 71,357,055

(a) Reconciliation of shares outstanding at the beginning and at the end of the year
Equity shares

Particulars As at December 31, 2015

Rupees Nos.
At the beginning of the year (face value of Re. 1/- per share) 71,357,055 71,357,055
Add : Issued during the year- Under employee stock option scheme
363,980 363,980
(ESOS) (Refer note 32)
Less : Buy-back during the year (Refer note 31) (511,932) (511,932)
Outstanding at the end of the year 71,209,103 71,209,103

Particulars As at December 31, 2014

Rupees Nos.
At the beginning of the year (face value of Re. 1/- per share) 70,652,890 70,652,890
Add - Issued during the year- Under employee stock option scheme
704,165 704,165
(ESOS) (Refer note 32)
Outstanding at the end of the year 71,357,055 71,357,055

(b) Terms/rights attached to equity shares

The company has only one class of equity shares having par value of Re.1 per share. Each holder of equity shares is entitled
to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board
of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

(c) Shares held by holding/ultimate holiding and/ or their subsidiaries

Out of equity shares issued by the company, shares held by its holding company, ultimate holding company and their
subsidiaries/ associates are as below:
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Group Holding of the McGraw Hill Financial, Inc.
31,209,480 equity shares of Re.1/- each fully paid held by S&P India, LLC, 31,209,480 31,209,480
Fellow Subsidiary (P.Y. 31,209,480 of Re.1/- each)
10,623,059 equity shares of Re.1/- each fully paid held by McGraw-Hill 10,623,059 10,623,059
Asian Holdings (Singapore) Pte. Ltd. (P.Y. 10,623,059 of Re. 1/- each)
6,000,000 equity shares of Re.1/- are held by Standard & Poor's International 6,000,000 6,000,000
LLC, USA, Fellow Subsidiary (P.Y. 6,000,000 of Re.1/- each)

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CRISIL Limited Annual Report 2015

(d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date
(Nos.)
Particulars As at As at
December 31, 2015 December 31, 2014
Aggregate number of equity shares bought back by the company 1,421,932 2,191,560
Aggregate number of bonus shares and shares issued for consideration
Nil Nil
other than cash by the company.

(e) Details of shareholders holding more than 5% shares in the company.

Name of the shareholder As at December 31, 2015

% holding in the Nos.
class
Equity shares of Re. 1/- each fully paid
1. Group Holding of the McGraw Hill Financial, Inc.
a) S&P India, LLC 43.83% 31,209,480
b) McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. 14.92% 10,623,059
c) Standard & Poor's International LLC, USA 8.42% 6,000,000
2. Jhunjhunwala Rakesh and Rekha 5.62% 4,000,000

Name of the shareholder As at December 31, 2014

% holding in the Nos.
class
Equity shares of Re. 1/- each fully paid
1. Group Holding of the McGraw Hill Financial, Inc.
a) S&P India, LLC 43.74% 31,209,480
b) McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. 14.89% 10,623,059
c) Standard & Poor's International LLC, USA 8.40% 6,000,000
2. Jhunjhunwala Rakesh and Rekha 5.61% 4,000,000

As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option scheme (ESOS) of the Company (Refer note 32).

138
FINANCIAL STATEMENTS | CONSOLIDATED

4. Reserves and Surplus

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Securities premium account
Opening balance 901,841,217 351,350,634
Add : Received on exercise of employee stock options (Refer note 32) 375,590,070 550,490,583
Less :Used towards buy back of equity shares (Refer note 31) (982,795,506) -
294,635,781 901,841,217
Capital reserve 122,232,111 122,232,111
Capital redemption reserve
Opening balance 2,191,560 2,191,560
Add : Transfer from general reserve (Refer note 31) 511,932 -
2,703,492 2,191,560
General reserve
Opening balance 1,133,665,099 918,151,816
Add : Transfer from the statement of profit and loss 222,007,663 215,513,283
Less :Transfer to capital redemption reserve account (Refer note 31) (511,932) -
Less :Used towards buy back of equity shares (Refer note 31) (36,473,200) -
1,318,687,630 1,133,665,099
Foreign currency monetary item translation account
Opening balance 186,534,591 242,635,064
Less : Transfer to foreign exchange gain (70,821,108) (62,351,674)
Add : Movement during the year (2,374,275) 6,251,201
113,339,208 186,534,591
Currency fluctuation translation reserve
Opening balance (276,055,890) (299,817,012)
Add : Movement during the year (34,793,931) 23,761,122
(310,849,821) (276,055,890)
Hedging reserve account
Opening balance 93,770,263 (138,422,289)
Deductions during the year (93,770,263) 138,422,289
Additions during the year 41,945,658 93,770,263
41,945,658 93,770,263
Surplus in the statement of profit and loss
Balance as per last financial statements 6,247,914,885 5,476,004,229
Profit for the year 2,851,518,143 2,684,298,387
Less : Appropriation
Proposed final equity dividend (amount per share Rs. 10 (P.Y. Rs. 10) of
(712,091,030) (713,570,550)
Re. 1/- each)
Interim dividend (amount per share Rs. 13 (P.Y. Rs. 10) of Re. 1/- each) (925,601,947) (711,200,400)
Corporate dividend tax (336,021,324) (272,103,498)
Transfer to general reserve (222,007,663) (215,513,283)
Total appropriations (2,195,721,964) (1,912,387,731)
Net surplus in the statement of profit and loss 6,903,711,064 6,247,914,885
Total 8,486,405,123 8,412,093,836

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CRISIL Limited Annual Report 2015

5. Other liabilities
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non current
Statutory liabilities 6,089,289 -
Rent deferment 115,667,289 152,318,399
Unearned revenue and fees received in advance 800,648 800,470
Others 69,211,079 98,299,296
Total 191,768,305 251,418,165

6. Provisions
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non current
For employee benefits
For gratuity (Refer note 28) 132,162,418 99,703,942
Total 132,162,418 99,703,942

7. Trade payables
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Total outstanding dues of micro enterprises and small enterprises - -
(Refer note 36)
Total outstanding dues of creditors other than micro enterprises and small 373,558,534 385,975,990
enterprises
Total 373,558,534 385,975,990

8. Other liabilities
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Statutory liabilities 396,643,936 282,897,478
Unearned revenue and fees received in advance 1,033,171,704 942,846,710
Grant liability - 60,044,442
Rent deferment 38,729,081 19,823,105
Others 1,221,185,533 787,450,725
Unclaimed dividend (Investor education and protection fund will be 10,512,459 10,733,020
credited as and when due)
Total 2,700,242,713 2,103,795,480

9. Provisions
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Proposed dividend 712,091,030 713,570,550
Corporate dividend tax thereon 144,981,734 142,672,135
Provision for tax 59,144,081 75,370,119
For employee benefits
For leave benefit 437,212,372 388,567,541
For gratuity (Refer note 28) - 1,558,555
Total 1,353,429,217 1,321,738,900

140
 10. Fixed assets
(Rupees)
Gross Block at Cost Accumulated Depreciation/Amortization Net Block

Particulars As at January Additions Deductions Currency Adjustments As at As at January For the year Deletion On Currency Adjustments As at As at
1, 2015 Translation December 31, 1, 2015 Account of Translation December 31, December 31,
Reserve 2015 Assets sold Reserve 2015 2015
Intangible assets
Customer relationship 282,611,046 - - 240,056 - 282,851,102 167,124,147 39,276,757 - 441,677 - 206,842,581 76,008,521
Brand 35,675,356 - - 30,304 - 35,705,660 35,675,356 - - 30,304 - 35,705,660 -
Non compete 45,391,712 - - 38,557 - 45,430,269 45,391,712 - - 38,557 - 45,430,269 -
Goodwill 225,834,513 - - (4,877,101) - 220,957,412 85,278,351 21,401,122 - 1,222,634 - 107,902,107 113,055,305
Software - 2,266,053 - 7,920 - 2,273,973 - 731,976 - (717) - 731,259 1,542,714
Sub Total intangible assets 589,512,627 2,266,053 - (4,560,264) - 587,218,416 333,469,566 61,409,855 - 1,732,455 - 396,611,876 190,606,540
Tangible assets
Buildings (Refer note below) 157,352,097 - 129,464,722 - - 27,887,375 117,714,309 6,817,469 97,623,251 - - 26,908,526 978,849
Furniture and fixtures 205,573,420 8,175,034 7,244,336 (931,605) - 205,572,513 104,365,645 21,729,467 6,186,588 (381,668) - 119,526,856 86,045,657
Office equipments 376,996,447 25,935,440 24,266,346 (13,041,145) - 365,624,396 197,517,445 44,556,523 20,983,667 (12,426,156) - 208,664,145 156,960,251
FINANCIAL STATEMENTS | CONSOLIDATED

Computers 785,625,171 159,878,821 100,346,292 3,766,383 - 848,924,083 624,253,381 119,452,948 99,451,618 3,443,984 - 647,698,695 201,225,388
Vehicles 61,804,776 19,405,996 17,974,402 (356,729) - 62,879,641 37,862,754 14,060,425 15,942,822 (274,427) - 35,705,930 27,173,711
Leasehold improvements 831,133,665 14,476,767 - (9,822,665) - 835,787,767 424,053,694 103,217,246 - (3,831,591) - 523,439,349 312,348,418
Sub Total tangible assets 2,418,485,576 227,872,058 279,296,098 (20,385,761) - 2,346,675,775 1,505,767,228 309,834,078 240,187,946 (13,469,858) - 1,561,943,501 784,732,274
Total 3,007,998,203 230,138,111 279,296,098 (24,946,025) - 2,933,894,191 1,839,236,794 371,243,933 240,187,946 (11,737,403) - 1,958,555,377 975,338,814
Note : Adjustment with respect to building are on account of certain premises being classified as asset held for sale in current year Rs. 31,841,471 (P.Y. Rs. Nil). Refer note 18

141
(Rupees)
Gross Block at Cost Accumulated Depreciation/Amortization Net Block

Particulars As at January Additions Deductions Currency Adjustments As at As at January For the year Deletion On Currency Adjustments As at As at
1, 2014 Translation December 31, 1, 2014 Account of Translation December 31, December 31,
Reserve 2014 Assets sold Reserve 2014 2014
Intangible assets
Customer relationship 290,062,527 - - (7,451,481) - 282,611,046 130,945,139 40,285,776 - (4,106,768) - 167,124,147 115,486,899
Brand 36,615,993 - - (940,637) - 35,675,356 36,615,993 - - (940,637) - 35,675,356 -
Non compete 46,588,535 - - (1,196,823) - 45,391,712 46,588,535 - - (1,196,823) - 45,391,712 -
Goodwill 225,418,327 - - 416,186 - 225,834,513 64,633,499 21,513,425 - (868,573) - 85,278,351 140,556,162
Software - - - - - - - - - - - - -
Sub Total intangible assets 598,685,382 - - (9,172,755) - 589,512,627 278,783,166 61,799,201 - (7,112,801) - 333,469,566 256,043,061
Tangible assets
Buildings 157,352,097 - - - - 157,352,097 110,020,999 7,693,310 - - - 117,714,309 39,637,788
Furniture and fixtures 256,555,545 10,086,851 47,954,425 (13,114,551) - 205,573,420 137,952,649 19,573,684 43,649,338 (9,511,350) - 104,365,645 101,207,775
Office equipments 364,563,206 29,129,232 26,686,886 9,990,895 - 376,996,447 173,285,340 40,861,135 23,655,399 7,026,369 - 197,517,445 179,479,002
Computers 737,176,570 119,628,062 66,896,274 (4,283,187) - 785,625,171 573,583,475 119,397,118 65,823,609 (2,903,603) - 624,253,381 161,371,790
Vehicles 67,915,021 17,184,163 22,950,875 (343,533) - 61,804,776 43,065,067 14,738,170 19,796,787 (143,696) - 37,862,754 23,942,022
Leasehold improvements 804,909,958 35,492,168 2,205,212 (7,063,249) - 831,133,665 328,255,862 97,167,665 1,178,777 (191,056) - 424,053,694 407,079,971
Sub Total tangible assets 2,388,472,397 211,520,476 166,693,672 (14,813,625) - 2,418,485,576 1,366,163,392 299,431,082 154,103,910 (5,723,336) - 1,505,767,228 912,718,348
Total 2,987,157,779 211,520,476 166,693,672 (23,986,380) - 3,007,998,203 1,644,946,558 361,230,283 154,103,910 (12,836,137) - 1,839,236,794 1,168,761,409
CRISIL Limited Annual Report 2015

11. Investments
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
A. Non-current investments
Trade investment (valued at cost unless stated
otherwise) Unquoted equity investments
Other investments
1,875,000 (P.Y.1,875,000) equity shares of National 56,250,000 56,250,000
Commodity and Derivative Exchange Limited of
Rs.10 each, fully paid up
300,000 (P.Y. 300,000) equity shares of Caribbean 13,642,500 13,642,500
Information and Credit Rating Agency Of US $ 1
each, fully paid up
Less : Provision for diminution in value of Investment (13,642,499) 1 (13,642,499) 1
Sub - total {A} * 56,250,001 56,250,001
Quoted equity investments
Other Investments
1 (P.Y. 1) equity share of ICRA Limited of Rs.10 1,218 1,218
each, fully paid up
1 (P.Y. 1) equity share of Credit Analysis and 812 812
Research Limited of Rs.10 each, fully paid up
Sub - total {B} ** 2,030 2,030
Total Long Term (At Cost) - {A + B} 56,252,031 56,252,031
B. Current investments
Non-trade investments (valued at lower of cost or
market value)
Unquoted mutual funds
Investments in Mutual Funds (Unquoted)
17,346,779.84 (P.Y. Nil) units of face value Rs 10.00 540,000,000 -
each Sundaram Money Fund - Direct Plan - Daily
Dividend
185,030.08 (P.Y. Nil) units of face value Rs.1,000.00 538,500,000 -
each HDFC Liquid Fund - Direct Plan - Growth
331,002.34 (P.Y. 169,082.61) units of face value 515,599,305 251,265,782
Rs.1,000.00 each Axis Liquid Fund - Direct Growth
241,805.76 (P.Y. 135,903.20) units of face value 475,672,029 250,073,322
Rs.1,000.00 each L&T Liquid Fund Direct Plan - Growth
2,205,893.75 (P.Y. 1,566,114.55) units of face value 475,789,739 310,774,915
Rs.100.00 each ICICI Prudential Liquid - Direct Plan
- Growth
267,080.10 (P.Y. 154,071.66) units of face value 454,825,599 251,025,599
Rs.1,000.00 each IDFC Cash Fund - Growth - Direct
Plan
208,380.08 (P.Y. Nil) units of face value Rs.1,000.00 444,252,014 -
each SBI Premier Liquid Fund - Direct Plan - Growth
104,806.10 (P.Y. Nil) units of face value Rs.1,000.00 325,000,004 -
each HDFC Cash Management Fund - Savings Plan
- Direct Plan - Growth
1,901.48 (P.Y. Nil) units of face value Rs.1,000.00 4,557,570 -
each UTI-Liquid Cash Plan- Institutional - Direct
Plan - Growth
1,311.98 (P.Y. Nil) units of face value Rs.1,000.00 3,064,931 -
each TATA Money Market Fund - Direct Plan - Growth
Nil (P.Y. 256,923.92) units of face value Rs.1,000.00 - 500,000,000
each DSP BlackRock Liquidity Fund - Direct Plan -
Growth

142
FINANCIAL STATEMENTS | CONSOLIDATED

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Nil (P.Y. 209,204.06) units of face value Rs.1,000.00 - 443,697,407
each SBI Premier Liquid Fund - Direct Plan - Growth
Nil (P.Y. 1,456,480.82) units of face value Rs.100.00 - 270,042,384
each ICICI Prudential Money Market Fund - Direct
Plan - Growth
Nil (P.Y. 9,836,719.23) units of face value Rs.10.00 - 260,303,198
each HDFC Liquid Fund - Direct Plan - Growth
Nil (P.Y. 85,848.66) units of face value Rs.1,000.00 - 254,659,754
each SBI Magnum Insta Cash Fund - Direct Plan -
Growth
Nil (P.Y. 14,426,257.23) units of face value Rs.10.00 - 251,025,532
each JP Morgan India Liquid Fund - Direct Plan - Growth
Nil (P.Y. 8,964,773.28) units of face value Rs.10.00 - 251,015,445
each HDFC Cash Management Fund - Savings Plan
- Direct Plan - Growth
Nil (P.Y. 100,669.82) units of face value Rs.1,000.00 - 250,000,000
each TATA Liquid Fund - Direct Plan - Growth
Nil (P.Y. 65,969.00) units of face value Rs.1,000.00 - 145,003,632
each Kotak Floater Short Term - Direct Plan - Growth
Total Investments in Mutual Funds {C} *** 3,777,261,191 3,688,886,970
Total Investments {A}+{B}+{C} 3,833,513,222 3,745,139,001
*Aggregate investment in unquoted equity shares
and mutual funds 3,833,511,192 3,745,136,971
**Aggregate market value of Company's
investment in quoted equity shares 5,721 4,678
***Aggregate Net Asset Value (NAV) of Company's
investment in unquoted mutual funds 3,909,107,679 3,757,815,469

12. Deferred tax asset

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Deferred tax liability
On fixed assets 22,496,796 38,613,219
Gross deferred tax liablity 22,496,796 38,613,219
Deferred tax asset
On lease rent amortisation 51,788,675 57,013,910
On provision for leave encashment 112,328,152 112,804,588
On provison for bonus and commission 75,555,313 50,251,215
On provision for gratuity 35,965,722 27,680,157
On provison for bad debt 53,885,036 46,037,547
On initial rating fees deferred 32,062,603 7,340,450
On fixed assets 9,017,352 10,544,825
On carry forward losses* - 17,138,424
On disallowance under section 40(a) 14,447,503 8,944,909
Gross deferred tax asset 385,050,356 337,756,025
Net deferred tax asset 362,553,560 299,142,806

* The Company assesses the likelihood of deferred tax assets getting recovered from future taxable income based on firm contract commitment.

143
CRISIL Limited Annual Report 2015

13. Loans and advances

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non current
(Unsecured, considered good)
Sundry deposits 280,010,800 367,156,426
Other loan and advances
Advance taxes paid 142,474,278 120,839,426
Cenvat credit receivable - 24,116
Prepaid expense 19,773,940 9,492,655
Total 442,259,018 497,512,623

14. Others assets

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non current
Interest accrued on fixed deposit 734,166 155,050
Other bank balances
-Deposits with original maturity for more than 12 months 15,933,373 8,467,614
(Deposit includes fixed deposits with bank Rs. 6,742,489 (P.Y. Rs.
7,229,463) marked as lien for guarantees issued by banks on behalf of the
Group (Refer note 24))
Total 16,667,539 8,622,664

15. Trade receivables

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Unsecured, considered good
Outstanding for a period exceeding six months from the date they are
due for payment
Unsecured, considered good 104,150,191 58,907,607
Unsecured, considered doubtful 157,604,045 152,931,533
Other receivables
Unsecured, considered good 1,855,090,097 1,349,686,808
(Related party balances - Refer note 26)
Less : Provision for doubtful receivables (161,037,837) (152,931,533)
Total 1,955,806,496 1,408,594,415

144
FINANCIAL STATEMENTS | CONSOLIDATED

16. Cash and bank balances

(Rupees)

Particulars As at As at
December 31, 2015 December 31, 2014
Cash and cash equivalents
Cash on hand 333,700 224,924
Balances with banks :
On current accounts 1,098,479,664 1,188,658,706
Deposits with original maturity of less than three months 210,343,956 16,251,692
On unpaid dividend accounts 10,512,459 10,733,020
Other bank balances 1,319,669,779 1,215,868,342
Deposit with original maturity for more than 3 months but less than 12 months 198,135,605 330,701,121
(Deposit includes fixed deposits with banks Rs. 54,685,300
(P.Y. Rs. 54,319,243) marked as lien for guarantees issued by banks on
behalf of the group. (Refer note 24))
Total 1,517,805,384 1,546,569,463

17. Loans and advances

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
(Unsecured, considered good)
Sundry deposits 119,571,993 46,118,661
Advance recoverable in cash or kind (Related party balances - Refer note 26) 93,015,551 105,095,633
Other loan and advances
Loans to employees 37,737,457 25,990,819
Cenvat credit receivable 106,854,921 71,938,716
Capital advance - 1,091,065
Prepaid expense 90,942,054 53,582,492
Total 448,121,976 303,817,386

18. Others assets

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Interest accrued on fixed deposit 4,113,766 5,377,243
Accrued revenue 502,422,662 418,792,330
Forward contract receivable 41,945,657 93,440,799
Assets held for sale (Refer note 10) 31,841,471 -
Total 580,323,556 517,610,372

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CRISIL Limited Annual Report 2015

19. Income from operations

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Ratings services 4,341,198,795 4,450,382,210
Research services 8,797,311,347 7,448,905,863
Advisory services 660,858,972 634,533,731
Total 13,799,369,114 12,533,821,804

20. Other income

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Interest on bank deposits 25,494,580 19,918,412
Other interest income 530,282 11,944,503
Dividend on current investments - 54,373,486
Dividend on non-current investments 2,812,524 2,812,570
Foreign exchange gain (Net) 189,345,728 22,595,702
Profit on sale of current investments (Net) 197,432,530 110,845,131
Miscellaneous income 16,613,078 14,416,810
Total 432,228,722 236,906,614

21. Personnel expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Salaries, wages and bonus 6,291,904,880 5,457,177,169
Contribution to provident and other funds 381,605,048 238,050,906
Contribution to gratuity fund (Refer note 28) 67,408,337 67,256,527
Staff training and welfare expenses 196,616,930 166,948,119
Total 6,937,535,195 5,929,432,721

22. Establishment expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Repairs and maintenance - Buildings 131,365,141 111,735,653
Repairs and maintenance - Others 95,670,958 100,606,106
Electricity 104,820,953 85,571,656
Communication expenses 108,769,282 107,981,406
Insurance 6,289,980 1,635,477
Rent (Refer note 27) 484,410,018 477,303,347
Rates and taxes 7,503,149 42,310,007
Total 938,829,481 927,143,652

146
FINANCIAL STATEMENTS | CONSOLIDATED

23. Other expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Printing and stationery 43,956,337 38,650,551
Conveyance and travelling 382,506,173 400,221,852
Books and periodicals 86,855,601 79,330,049
Vehicle expenses 540,971 600,147
Remuneration to non-whole time directors 12,866,712 10,461,183
Business promotion and advertisement 19,046,549 33,412,604
Professional fees 707,066,884 541,411,026
Associate service fee 331,818,946 359,192,522
Software purchase and maintenance expenses 43,505,481 42,001,066
Provision for doubtful debts / bad debts 117,289,028 145,625,240
Loss on sale of fixed assets 377,858 950,945
Corporate social responsibility (CSR) expenses (Refer note 35) 43,402,075 2,930,265
Auditors' remuneration 15,095,031 10,426,321
Recruitment expenses 71,963,376 80,285,668
Miscellaneous expenses 44,888,680 41,591,899
Sales commission 5,828,008 5,282,886
Total 1,927,007,710 1,792,374,224

24. Details of contingent liabilities and capital commitments are as

under :
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Contingent liabilities
1. Bank guarantee in the normal course of business 241,130,708 183,348,706
2. Disputed income tax and sales tax demand:
(i) Pending before appellate authorities in respect of which the group
442,158,120 257,854,515
is in appeal
(ii) Decided in group's favour by appellate authorities and department
35,179,640 41,198,779
is in further appeal
Sub - total 718,468,468 482,402,000
Capital commitment
Estimated amount of contracts ( net of advances ) remaining to be executed
45,915,253 18,486,169
on capital account and not provided for
Management believes that the ultimate outcome of above matters will not
have a material adverse impact on its financial position, results of operations
and cash flows.
Total 764,383,721 500,888,169

147
CRISIL Limited Annual Report 2015

25. Segment reporting

Business segments:
The Group has three major business segment: Ratings, Research and Advisory. A description of the types of products and
services provided by each reportable segment is as follows:
- Rating services includes credit ratings for corporates, banks, bank loans, small and medium enterprises (SME), credit
analysis services, grading services and global analytical services.
- Research segments includes global research and analytical services, industry reports, customised research
assignments , subscription to data services, independent equity research (IER),IPO gradings and training.
- The Advisory segment comprise of infrastructure advisory, sale of software and annual maintenance contracts.

Segment reporting for the year ended December 31, 2015

(Rupees)
Particulars Business segments Total
Ratings Research Advisory
Operating revenue (Refer note 19) 4,341,198,795 8,797,311,347 660,858,972 13,799,369,114
Segment results 1,470,596,803 2,739,352,170 23,052,816 4,233,001,789
Add / (Less) Unallocables:
1. Unallocable income
Interest income 25,494,580
Profit on sale of investments 197,432,530
Others 121,152,818
2. Unallocable expenditure (148,856,267)
3. Depreciation (371,243,933)
Profit before tax 4,056,981,517
Tax expense (1,205,463,374)
Profit after tax 2,851,518,143
Non-cash expenses other than depreciation 128,887,306 42,385,419 18,291,618 189,564,343
and amortisation
Segment assets 457,042,036 1,863,828,016 309,221,582 2,630,091,634
Unallocable assets* 10,678,683,779
Segment liabilities 681,569,621 301,982,131 50,420,600 1,033,972,352
Unallocable liabilities* 3,717,188,835

Revenue by geographic segments

(Rupees)
Geography Revenue Net Assets
India 4,397,754,592 4,063,348,968
Europe 4,089,287,147 3,074,161,933
North America 4,494,981,242 748,981,410
Rest of the world 817,346,133 225,238,158
Total 13,799,369,114 8,111,730,469

148
FINANCIAL STATEMENTS | CONSOLIDATED

25. Segment reporting (contd.)

Segment reporting for the year ended December 31, 2014
(Rupees)
Particulars Business segments Total
Ratings Research Advisory
Operating revenue (refer note 19) 4,450,382,210 7,448,905,863 634,533,731 12,533,821,804
Segment results 1,656,015,639 2,172,412,240 66,503,384 3,894,931,263
Add / ( Less ) Unallocables :
1. Unallocable income
Interest income 19,918,412
Profit on sale of current investments 110,845,131
Others 117,045,932
2. Unallocable expenditure (20,962,917)
3. Depreciation (361,230,283)
Profit before tax 3,760,547,538
Tax expense (1,076,249,151)
Profit after tax 2,684,298,387
Non-cash expenses other than depreciation
139,076,141 53,894,085 9,512,658 202,482,884
and amortisation
Segment assets 406,669,523 1,288,773,537 294,666,992 1,990,110,052
Unallocable assets* 10,655,973,316
Segment liabilities 560,975,806 364,822,450 17,848,924 943,647,180
Unallocable liabilities* 3,218,985,297

Revenue by geographic segments

(Rupees)
Geography Revenue Net Assets
India 4,321,254,630 4,330,291,905
Europe 3,853,202,289 2,996,926,051
North America 3,556,860,781 587,708,276
Rest of the world 802,504,104 223,912,546
Total 12,533,821,804 8,138,838,778

Notes to segmental results :

*Assets and liabilities used interchangeably between business segments have been classified as unallocable. The Company believes that it is
currently not practical to allocate these assets and liabilities since a meaningful segregation of the available data is not feasible.

149
CRISIL Limited Annual Report 2015

26. List of related parties (As per Accounting Standard 18)

Parties Relationship
Related parties where control exists
McGraw-Hill Financial, Inc. The Ultimate Holding Company
Other related parties
S&P India, LLC Fellow Subsidiary
Standard & Poor's LLC Fellow Subsidiary
Standard & Poor's International LLC, USA Fellow Subsidiary
Standard & Poor's South Asia Services Private Limited Fellow Subsidiary
McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. Fellow Subsidiary
McGraw-Hill Companies Canada Corp. Fellow Subsidiary
McGraw-Hill Financial Equity Research Fellow Subsidiary
McGraw-Hill International (UK) Limited Fellow Subsidiary
Standard & Poor's Credit Market Services Europe Limited Fellow Subsidiary
Standard & Poor’s Financial Services, LLC Fellow Subsidiary
Standard & Poor's Singapore Pte. Ltd. Fellow Subsidiary
Standard & Poor's Hong Kong Limited Fellow Subsidiary
Standard & Poor’s (Australia) Pty. Ltd. Fellow Subsidiary
Standard & Poor's Ratings Japan K.K. Fellow Subsidiary
Capital IQ, Inc Fellow Subsidiary
Standard & Poors Ratings Services Fellow Subsidiary
McGraw-Hill Financial International (US) LLC Fellow Subsidiary
Asia Index Private Limited Fellow Subsidiary
JM Financial Asset Reconstruction Company Private Limited * Common director
Glocal Healthcare Systems Private Limited * Common director
Care India Solutions for Sustainable Development * Common director
Ravinder Singhania Alternate Director
Key Management Personnel
Roopa Kudva Managing Director and Chief Executive Officer
(up to April 30, 2015)
Ashu Suyash Managing Director and Chief Executive Officer
(with effect from June 01, 2015)
Amish Mehta* Chief Financial Officer
Neelabja Chakrabarty * Company Secretary (up to Februrary 27, 2015)
Minal Bhosale * Company Secretary (with effect from June 01, 2015)

* Related party under Companies Act, 2013

150
FINANCIAL STATEMENTS | CONSOLIDATED

Related party disclosure

(Rupees)
Name of the related party Nature of transaction Year Ended Year Ended
December 31, 2015 December 31, 2014
McGraw-Hill Companies Canada Corp. Professional services 7,545,433 6,853,078
rendered
Amount receivable 361,754 -
Standard & Poor's Credit Market Services Professional services 359,565,472 351,152,366
Europe Limited rendered
Amount receivable 62,099,039 51,038,898
Standard & Poor’s Financial Services, LLC Professional services 990,047,915 898,388,567
rendered
Amount receivable 1,791,518 1,707,683
Subscription fees 2,138,161 1,030,594
Reimbursement of expenses 527,701 -
received
Standard & Poor's Singapore Pte. Ltd. Professional services 43,601,424 38,692,309
rendered
Amount receivable - 3,339,594
Reimbursement of expenses 190,343 -
Standard & Poor's Hong Kong Limited Professional services 17,930,407 16,535,009
rendered
Amount receivable 1,532,013 1,394,481
Standard & Poor’s (Australia) Pty. Ltd. Professional services 27,092,701 25,736,359
rendered
Amount receivable 1,514,031 2,177,169
Capital IQ, Inc Amount receivable - 7,754,655
Professional services - 8,001,923
rendered
Reimbursement of expenses - 1,120,628
received
Subscription fees 3,247,948 3,109,582
S&P India, LLC Dividend 717,818,040 624,189,600
Share capital outstanding 31,209,480 31,209,480
Standard & Poor's South Asia Services Professional Services - 500,000
Private Limited Rendered
Reimbursement of expenses 11,305,250 9,509,709
received
Amount receivable 2,438,343 1,775,227
Standard & Poors Ratings Services Reimbursement of expenses - 14,980
received
Amount receivable (net) - 16,832
Standard & Poors Ratings Japan K.K. Amount receivable (net) 590,604 -
Professional services 8,561,484 -
rendered
Asia Index Private Limited Reimbursement of expenses 53,699 -
Standard & Poor's International LLC, USA Dividend 138,000,000 120,000,000
Share capital outstanding 6,000,000 6,000,000
Sitting fees & commission 80,000 340,000
paid to nominee directors
Amount receivable 398,115 4,865,869
Professional Services 720,000 5,005,147
Rendered

151
CRISIL Limited Annual Report 2015

(Rupees)
Name of the related party Nature of transaction Year Ended Year Ended
December 31, 2015 December 31, 2014
McGraw-Hill Asian Holdings (Singapore) Dividend 244,330,357 212,461,180
Pte. Ltd. Share capital outstanding 10,623,059 10,623,059
McGraw Hill Financial, Inc. Amount receivable - 6,918,482
Reimbursement of expenses 14,357,988 6,952,551
received
Reimbursement of expenses - 33,362
McGraw-Hill Financial Equity Research Professional services - 17,411,440
rendered
Amount receivable (net) - 769,511
McGraw-Hill International (UK) Ltd Advance received - 2,818,690
Amount receivable 2,208,012 5,282,621
Professional fees 20,811,948 6,529,188
Professional services 8,774,203 14,721,557
rendered
McGraw-Hill Financial International (US) LLC Professional services 2,332,851 -
rendered
Amount receivable (net) 2,528,446 -
JM Financial Asset Reconstruction Company Professional services 1,433,661 -
Private Limited rendered
Amount receivable (net) 586,416 -
Glocal Healthcare Systems Private Limited Professional services 686,930 -
rendered
Amount receivable (net) 30,000 -
Care India Solutions for Sustainable Donation given 1,063,816 -
Development
Roopa Kudva (up to April 30, 2015)* Remuneration** 18,594,106 48,825,577
Dividend 220,000 914,000
Options granted - 75,000
Perquisite on stock option (as 109,344,031 36,721,719
per Income Tax Act, 1961)
Ashu Suyash Remuneration 27,809,450 -
(with effect from June 01, 2015)* Options granted 71,507 -
Amish Mehta* Remuneration*** 24,904,484 8,453,642
Options granted - 33,000
Neelabja Chakrabarty Remuneration** 796,606 2,671,622
(up to Februrary 27, 2015)* Dividend - 3,000
Perquisite on stock option (as 154,007 458,550
per Income Tax Act, 1961)
Minal Bhosale Remuneration 4,364,075 -
(with effect from June 01, 2015)*

*As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Group as a whole, the amount pertaining to
Key Management Personnel is not included above.
** Remuneration not comparable in view of cessation of employment during 2015.
***Since Mr. Mehta joined on October 3, 2014, the remuneration for 2014 and 2015 are not comparable.

152
FINANCIAL STATEMENTS | CONSOLIDATED

27. Operating lease

The Group has taken certain office premises on non cancelable operating lease basis. Some of these agreements have a
price escalation clause. Details as regards payments and future commitments are as under :

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Lease payment recognised in the statement of profit and loss 484,410,018 477,303,347
Future minimum lease payments :
Not later than one year 487,742,982 477,868,656
Later than one year and not later than five years 1,009,007,658 1,243,217,606
Later than five years 63,562,905 119,008,976
1,560,313,545 1,840,095,238

28. Gratuity and other post employment benefits plans

In accordance with the Payment of Gratuity Act, 1972 CRISIL provides for gratuity, a defined benefit retirement plan
covering eligible employees of the Company. The Gratuity Plan provides a lump-sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary
and tenure of employment with the Group.

The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss
and the funded status and amounts recognised in the balance sheet for the respective plans.

Statement of Profit and Loss:

Net employee benefit expense (recognised in personnel expenses)
(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Current service cost 43,567,108 40,671,493
Interest cost on defined benefit obligation 18,675,322 17,558,431
Expected return on plan assets (11,790,642) (10,757,744)
Net actuarial (gain)/ loss recognised in the year 16,956,549 19,784,347
Net gratuity benefit expense 67,408,337 67,256,527

Balance Sheet:
Details of provision for gratuity benefit
(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Present value of funded 272,639,769 233,620,953 190,390,636 176,731,353 137,139,263
obligations
Fair value of plan assets (140,477,351) (132,358,456) (111,997,336) (100,940,518) (87,139,192)
Net liability 132,162,418 101,262,497 78,393,300 75,790,835 50,000,071

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CRISIL Limited Annual Report 2015

Changes in the present value of the defined benefit obligation are as follows:
(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Opening defined benefit 233,620,953 190,390,636 176,731,353 137,139,263 122,357,703
obligation
Current service cost 43,567,108 40,671,493 41,734,522 33,083,842 29,464,802
Interest cost 18,675,322 17,558,431 14,965,206 11,250,633 9,589,537
Plan amendments - - - - (26,151,020)
Actuarial (gain)/loss 17,878,716 18,321,385 (13,552,903) 4,214,639 12,286,802
Liabilities assumed on - - (4,472,050) 1,577,122 -
acquisition/
(Settled on divestiture)
Benefits paid (41,102,330) (33,320,992) (25,015,492) (10,534,146) (10,408,561)
Closing defined benefit 272,639,769 233,620,953 190,390,636 176,731,353 137,139,263
obligation

Changes in the fair value of plan assets are as follows:

(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Opening fair value of plan 132,358,456 111,997,336 100,940,518 87,139,192 54,956,729
assets
Expected return on plan 11,790,642 10,757,744 9,875,118 8,309,796 5,911,588
assets
Actuarial gain/ (loss) 922,093 (1,462,952) 1,556,159 (1,620,049) 1,220,306
Contribution by employer 36,508,490 44,387,320 28,738,307 15,832,107 35,459,130
Asset acquired on - - (284,270) 1,813,618 -
acquisition
Benefits paid (41,102,330) (33,320,992) (28,828,496) (10,534,146) (10,408,561)
Closing fair value of plan 140,477,351 132,358,456 111,997,336 100,940,518 87,139,192
assets

Details of experience adjustment on plan assets and liabilities are as follows :

(Rupees)
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Experience adjustment on 922,093 (1,462,952) 1,700,065 (1,620,049) 1,220,306
plan assets
Experience adjustment on 4,661,397 11,459,626 (2,061,058) (1,594,692) (47,016,952)
plan liabilities

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
(%)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Actual return on plan assets (Based on interest rate declared by the insurer 8.75% 8.75%
as at 31st March 2015/2014)

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.

154
FINANCIAL STATEMENTS | CONSOLIDATED

The principal assumptions used in determining gratuity for the Group’s plans is as below:

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Discount rate 7.90% 8.10%
Estimated rate of return on plan assets 8.50% 8.50%
Expected employee turnover Service years Rates Ages Rates
Service < 5 20.00% Age : 20-44 6.50%
Service => 5 10.00% Age : 45-58 6.00%
Expected employer's contribution next year 39,656,835 36,051,668

With respect to foreign subsidiaries Gratuity and other retiral benefits are provided as per local statute are
not disclosed above.

Broad category of plan assets as per percentage of total plan assets of the Gratuity

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Government securities 52.24% 45.49%
Fixed deposit, debentures and bond 42.26% 49.06%
Others 5.50% 5.45%
Total 100.00% 100.00%

Based on information declared by the insurer as at 31st March 2015/2014

29. FORWARD CONTRACT AND FOREIGN CURRENCY EXPOSURE

The Company has a revenue hedge programme in place to mitigate foreign exchange (forex) related risk. Accounting for
revenue hedge is done as per principles of AS 30 “Financial Instruments: Recognition and Measurement wherein mark
to market on forward contracts entered to hedge highly probable future transactions are routed through hedge reserve
account. Details of currency hedge and forward contract value are as under :

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Hedged Currency Amount Amount in Amount Amount in
in foreign INR in foreign INR
currency currency
USD 38,547,800 2,654,392,345 31,658,000 2,079,242,287
GBP 9,210,520 960,628,986 10,211,160 1,097,814,237
EUR 4,526,400 342,785,848 4,233,880 368,419,357

Details of unhedged foreign exposure

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Currency Assets Liabilities Assets Liabilities
USD 665,651,894 94,341,152 286,944,723 51,751,722
GBP 8,297,463 34,546 28,974,218 628,524
EUR 191,347,701 886,594 197,041,177 1,122,582
Others 10,260,409 6,495,503 26,311,383 56,084,917
Total 875,557,467 101,757,795 539,271,501 109,587,745

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CRISIL Limited Annual Report 2015

30. 
Statement of Net Assets and Profit or Loss as required under
Schedule III to the Companies Act, 2013.
Particulars Net Assets Share in profit or (loss)
(Total assets - Total liabilities)
As % of Amount in As % of Amount in
consolidated Rupees consolidated Rupees
net assets profit or (loss)
Parent Company
CRISIL Limited 78.89% 6,75,14,11,274 77.86% 2,22,00,76,625
Subsidiaries
Indian
1. CRISIL Risk and Infrastructure Solutions Limited 6.34% 54,27,82,086 0.62% 1,77,43,857
2. Pipal Research Analytics and Information 1.36% 11,63,48,281 0.84% 2,39,99,019
Services (I) Private Limited
3. Coalition Development Systems (India) Private 0.94% 8,02,56,284 0.32% 90,11,219
Limited
4. Mercator Info-Services India Private Limited 0.99% 8,47,99,081 1.17% 3,34,10,233

Foreign
1. CRISIL Irevna Argentina S.A. 0.74% 6,36,97,826 0.93% 2,66,29,157
2. CRISIL Irevna Poland SP.Zo.o. 0.37% 3,15,73,432 0.45% 1,28,93,348
3. CRISIL Irevna UK Limited 16.62% 1,42,19,08,858 10.52% 30,00,16,029
4. CRISIL Irevna USA LLC 0.35% 2,95,59,226 1.22% 3,47,34,395
5. CRISIL Irevna Information Technology 0.85% 7,23,19,691 0.57% 1,63,00,103
(Hangzhou) Co. Ltd.
6. Coalition Development Limited 3.88% 33,20,94,694 17.58% 50,13,75,993
7. Coalition Development Singapore Pte Limited 0.06% 49,37,231 0.76% 2,16,85,946
Total eliminations / adjustment (net) (11.39)% (97,40,73,738) (12.84)% (36,63,57,781)
Total 100.00% 8,55,76,14,226 100.00% 2,85,15,18,143

31. In accordance with provisions of the Companies Act, 2013 and pursuant to the public announcement for buy back made by
the Company, the Company initiated a buy back from the open market through stock exchanges. Details of the buy back
are as under :
(Rupees)
Particulars Year Ended
December 31, 2015
Date of public announcement 23-Jun-15
Number of shares purchased 511,932
Face value of shares purchased 1
Consideration paid towards buy back 1,019,780,638
Share capital reduction (511,932)
Share premium utlised 982,795,506
General reserve utilised 36,985,132
Amount transferred to capital redemption reserve on extinguishment of share capital 511,932
1,019,780,638

156
FINANCIAL STATEMENTS | CONSOLIDATED

32. Employee stock option scheme (“ESOS”)

The Company has formulated an ESOS based on which employees are granted options to acquire the equity shares of
the Company that vests in a graded manner. The options are granted at the closing market price prevailing on the stock
exchange, immediately prior to the date of grant. Details of the ESOS granted are as under :

Details Date of No. of Exercise Graded vesting period : Weighted

grant options price (Rs.) average
granted 1st Year 2nd Year 3rd Year price (Rs.)**
ESOP 2014 (1) 17-Apr-14* 2,860,300 1,217.20 953,433 953,433 953,434 469.48
ESOP 2014 (2) 01-Jun-15* 71,507 2,101.10 23,835 23,835 23,837 708.36
ESOP 2012 (1) 16-Apr-12 903,150 1,060.00 180,630 361,260 361,260 320.59
ESOP 2012 (2) 16-Apr-12 5,125 1,060.00 5,125 - - 230.97
ESOP 2012 (3) 14-Feb-14 123,000 1,119.85 24,600 49,200 49,200 334.20
ESOP 2011 (1) 14-Feb-11 1,161,000 579.88 232,200 464,400 464,400 185.21
ESOP 2011 (2) 14-Feb-11 23,750 579.88 23,750 - - 149.41
ESOP 2011 (3) 03-Oct-14 33,000 1,985.95 6,600 13,200 13,200 583.69
ESOP 2011 (4) 25-Feb-15 22,000 2,025.20 4,400 8,800 8,800 515.78

* At the end of 3rd, 4th & 5th year in equal tranches

**Weighted average price of options as per Black -Scholes Option Pricing model at the grant date.

The company had three schemes under which options have been granted in the past. Under ESOP 2011 and ESOP 2012
option vest over three years at each of the anniversaries. Under ESOP 2014 options vest over five years starting from third
anniversary of the grant. All options are exerciseable within two years from the date of vesting and are settled in equity on
exercise.

Particulars ESOP - 2011 ESOP - 2012 ESOP - 2014

Number of Wtd. avg. Number of Wtd. avg. Number of Wtd. avg.
options exercise options exercise options exercise
price (Rs.) price (Rs.) price (Rs.)
Outstanding at the beginning 76,863 1,183.56 464,682 1,070.30 2,577,250 1,217.20
of the period
Granted during the period 22,000 2,025.20 - N.A. 71,507 2,101.10
Forfeited during the period - N.A. 32,965 1,060.00 373,850 1,217.20
Exercised during the period 32,763 579.88 226,907 1,060.00 79,100 1,217.20
Expired during the period - N.A. - N.A. - N.A.
Outstanding at the end of the 66,100 1,762.90 204,810 1,083.38 2,195,807 1,245.98
period
Exercisable at the end of the 17,700 1,104.18 97,810 1,069.79 - N.A.
period

Particulars Date Wtd. avg. exercise

price (Rs.)
Weighted average share price at the date of exercise April 17, 2015 2,208.59
October 17, 2015 1,983.27

Particulars Range of exercise Wtd. avg. remaining

prices contractual life
Rupees
Range of exercise prices and weighted average remaining contractual life 579.88 45 days
1,060 to 1,217.20 1,852 days
1,985.95 to 2,101.10 1,945 days

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CRISIL Limited Annual Report 2015

Share options granted during the period, the weighted average fair value of those options at the measurement date and
information on how that fair value was measured:

Variables Grant dates

Februrary 25, 2015 June 1, 2015
Stock price 2,025.20 2,090.90
Volatility 25.80% 27.43%
Riskfree rate 7.73% 7.82%
Exercise price (Rs.) 2,025.20 2,090.90
Expected life (Time to Maturity) 3.2 5.0
Dividend yield 1.57% 2.00%
Fair value per option (Rs.) 515.78 708.36

We have used Black-Scholes option pricing model for the purpose estimating fair value of the options granted
during the year.

Volatility: Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during
the period. The measure of volatility is used in the Black Scholes option-pricing model is the annualised standard
deviation of the continuously compounded rates of return on the stock over a period of time. We have considered
the daily historical volatility of the Company’s stock price on NSE over the expected life of each vest.

Risk-free rate: The risk-free rate being considered for the calculation is the interest rate applicable for a maturity
equal to the expected life of the options based on the zero-coupon yield curve for Government Securities.

Expected life of the options: Expected Life of the options is the period for which the Company expects the
options to be live. The minimum life of a stock option is the minimum period before which the options cannot be
exercised and the maximum life of the option is the maximum period after which the options cannot be exercised.
We have calculated expected life as the average of the minimum and maximum life of the options.

Dividend yield: Expected dividend yield has been calculated as an average of dividend yields for the Financial years
2014, 2013 and 2012. The dividend yield for the year is derived by dividing the dividend per share by the average
price per share of the respective period.

There were no modification made to the share based payment arrangement during the period.

The Company uses intrinsic value method to record compensation cost arising on account of grant made under
ESOS. The Company has not recorded any compensation cost as the grant has been given at 100% of the closing
market price immediately prior to the date of grant on the stock exchange which recorded highest trading volume.

Had the Company recorded the compensation cost on the basis of Fair Valuation method instead of intrinsic value method,
employee compensation cost would have been higher by Rs. 360,854,250 (P.Y. Rs. 284,857,244) and EPS would have
been as under :

Earnings per share : Nominal value of Re.1 per share : Year Ended Year Ended
December 31, 2015 December 31, 2014
Basic (Rupees) 34.96 33.82
Diluted (Rupees) 34.51 33.44

158
FINANCIAL STATEMENTS | CONSOLIDATED

Cash inflow on exercise of options and weighted average share price at the date of exercise.

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
(Nos) Amount in (Nos) Amount in
Rupees Rupees
Exercised during the year 363,980 375,954,050 704,165 551,194,748

There are no cash settled plans implemented by the company and hence there is no further liability booked in the books.

The estimates of future cash inflow that may be received upon exercise of options.

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
(Nos) Amount in (Nos) Amount in
Rupees Rupees
Not later than Two Year 931,129 1,138,037,385 496,345 526,272,806
Later than Two Year & not later than Five Years 1,535,588 1,936,317,951 2,622,450 3,199,078,440
Total 2,466,717 3,074,355,336 3,118,795 3,725,351,246

33. Earning Per Share

The following reflects the profit and share data used in the basic and diluted EPS computations:

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Net profit for calculation of basic/diluted EPS 2,851,518,143 2,684,298,387

(Nos.)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Weighted average number of equity shares in calculating basic EPS 71,239,290 70,952,575
Effect of dilution:
Add : weighted average stock options granted under ESOP 930,975 808,102
Weighted average number of equity shares in calculating diluted EPS 72,170,265 71,760,677

(Rupees)
Earnings per share : Nominal value of Re.1 Year Ended Year Ended
December 31, 2015 December 31, 2014
Basic 40.03 37.83
Diluted (On account of ESOS, refer note 32) 39.51 37.41

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CRISIL Limited Annual Report 2015

34. The Board of Directors, at their meeting held on October 17, 2015 , have approved the Scheme of Amalgamation for
amalgamating three wholly-owned Indian subsidiaries of the Company – Pipal Research Analytics and Information
Services India Private Limited, Mercator Info-Services India Private Limited and Coalition Development Systems (India)
Private Limited with the Company, pursuant to section 391-394 of the Companies Act 1956 and the corresponding sections
of the Companies Act 2013, as and when notified, subject to the necessary approvals and sanction by the Hon’ble Bombay
High Court. The Appointed Date of said amalgamation is proposed to be 1st April 2016.

35. Expenses for the year ending 2015 include Rs. 43,402,075 (P.Y. Rs. 2,930,265) spent towards various schemes of
Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013. The areas for CSR
activities are ‘empowerment of rural women’ and ‘conservation of environment’. During the year funds were allocated and
utilised for these activities.

36. The Company has a process of identification of ‘suppliers’ registered under the ‘The Micro, Small and Medium Enterprises
Development (‘MSMED’) Act, 2006’ by obtaining confirmations from suppliers. There are no Micro, Small and Medium
Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006 to whom any amount was payable
on account of principal amount or interest, accordingly no additional disclosures have been made.

37. Previous year comparatives

Previous year’s figures have been regrouped where necessary to conform to current year’s classification.

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

160
 Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rupees)

Sl. No. 1 2 3 4 5 6 7 8 9 10 11
Name of the subsidiary CRISIL CRISIL Irevna CRISIL CRISIL Irevna CRISIL Irevna Pipal Research CRISIL Irevna Coalition Coalition Mercator Info- Coalition
Risk and Argentina S.A. Irevna Poland UK Limited USA LLC Analytics and Information Development Development Services India Development
Infrastructure SP.Zo.o. Information Technology Limited Systems Private Limited Singapore Pte
Solutions Services (I) (Hangzhou) (India) Private Limited
Limited Pvt. Ltd. Co. Ltd. Limited
Reporting period for the subsidiary December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31,
concerned, if different from the 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015 2015
holding company’s reporting period
Reporting currency and Exchange INR ARS PLN GBP USD INR CNY GBP INR INR SGD
rate as on the last date of the relevant
FINANCIAL STATEMENTS | CONSOLIDATED

Financial year in the case of foreign

subsidiaries.
Share capital 49,999,970 8,940,485 892,869 444,079,160 8,738 100,000 24,684,239 15,098,543 500,000 1,000,000 44
Reserves & surplus 492,782,116 107,764,569 30,520,761 1,270,279,242 63,454,405 116,248,281 42,191,083 283,828,193 79,756,283 83,799,080 3,344,103
Total assets 765,431,895 150,003,195 50,260,166 3,547,560,492 941,323,581 174,817,524 83,968,187 909,574,271 104,059,895 151,044,581 100,419,153
Total liabilities 765,431,895 150,003,195 50,260,166 3,547,560,492 941,323,581 174,817,524 83,968,187 909,574,271 104,059,895 151,044,581 100,419,153

161
Investments - - - 2,666,225,790 552,732 - - 44 - - -
Turnover 664,355,422 507,769,611 134,999,520 2,777,429,201 3,356,490,605 265,059,621 190,003,367 1,656,988,996 73,322,588 274,340,798 362,168,895
Profit before taxation 27,879,659 42,825,085 10,307,528 278,978,008 51,701,393 34,971,220 20,686,412 597,341,083 13,114,280 41,832,027 22,610,367
Tax expense 10,135,802 16,195,928 (2,585,821) (4,493,604) 13,156,685 10,972,201 4,386,308 95,965,090 4,103,061 8,421,794 924,421
Profit after taxation 17,743,857 26,629,157 12,893,348 283,471,611 38,544,708 23,999,019 16,300,103 501,375,993 9,011,219 33,410,233 21,685,946
Dividend paid - - - - - - - 295,386,842 - - 70,970,861
% of shareholding 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

For and on behalf of the Board of Directors of CRISIL Limited

M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.

Director Director Director Director

Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale

Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai
CRISIL Limited Annual Report 2015

INDEPENDENT AUDITOR'S REPORT

To the Members of CRISIL Limited Auditor’s Responsibility

Report on the Financial Our responsibility is to express an opinion on these

Statements standalone financial statements based on our audit. We

have taken into account the provisions of the Act, the
We have audited the accompanying standalone financial
accounting and auditing standards and matters which
statements of CRISIL Limited (“the Company”), which
are required to be included in the audit report under the
comprise the Balance Sheet as at December 31, 2015, the
provisions of the Act and the Rules made thereunder. We
Statement of Profit and Loss and Cash Flow Statement
conducted our audit in accordance with the Standards on
for the year then ended, and a summary of significant
Auditing, issued by the Institute of Chartered Accountants of
accounting policies and other explanatory information.
India, as specified under Section 143(10) of the Act. Those
Management’s Responsibility for Standards require that we comply with ethical requirements
the Financial Statements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
The Company’s Board of Directors is responsible for the
from material misstatement.
matters stated in Section 134(5) of the Companies Act,
2013 (‘the Act’) with respect to the preparation of these An audit involves performing procedures to obtain audit
standalone financial statements that give a true and fair evidence about the amounts and disclosures in the financial
view of the financial position, financial performance and statements. The procedures selected depend on the
cash flows of the Company in accordance with accounting auditor’s judgment, including the assessment of the risks of
principles generally accepted in India, including the material misstatement of the financial statements, whether
Accounting Standards specified under section 133 of the Act, due to fraud or error. In making those risk assessments, the
read with Rule 7 of the Companies (Accounts) Rules, 2014. auditor considers internal financial control relevant to the
This responsibility also includes maintenance of adequate Company’s preparation of the financial statements that give
accounting records in accordance with the provisions of the a true and fair view in order to design audit procedures that
Act for safeguarding of the assets of the Company and for are appropriate in the circumstances but not for the purpose
preventing and detecting frauds and other irregularities; of expressing an opinion on whether the Company has in
selection and application of appropriate accounting policies; place an adequate internal financial controls system over
making judgments and estimates that are reasonable and financial reporting and the effectiveness of such controls.
prudent; and the design, implementation and maintenance An audit also includes evaluating the appropriateness of
of adequate internal financial control that were operating accounting policies used and the reasonableness of the
effectively for ensuring the accuracy and completeness accounting estimates made by the Company’s Directors, as
of the accounting records, relevant to the preparation and well as evaluating the overall presentation of the financial
presentation of the financial statements that give a true and statements. We believe that the audit evidence we have
fair view and are free from material misstatement, whether obtained is sufficient and appropriate to provide a basis for
due to fraud or error. our audit opinion on the standalone financial statements.

162
FINANCIAL STATEMENTS | STANDALONE

Opinion (e) On the basis of written representations received

from the directors as on December 31, 2015,
In our opinion and to the best of our information and
and taken on record by the Board of Directors,
according to the explanations given to us, the standalone
none of the directors is disqualified as on
financial statements give the information required by the
December 31, 2015, from being appointed as a
Act in the manner so required and give a true and fair view
director in terms of section 164 (2) of the Act;
in conformity with the accounting principles generally
accepted in India of the state of affairs of the Company (f) With respect to the other matters to be included
as at December 31, 2015, its profit, and its cash flows for in the Auditor’s Report in accordance with Rule
the year ended on that date. 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our
Report on Other Legal and information and according to the explanations
Regulatory Requirements given to us:

1. 
As required by the Companies (Auditor’s report) i. The Company has disclosed the impact of
Order, 2015 (‘the Order’) issued by the Central pending litigations on its financial position
Government of India in terms of sub-section (11) of in its financial statements – Refer Note 24
section 143 of the Act, we give in the Annexure 1 a to the financial statements;
statement on the matters specified in paragraphs 3
ii. The Company did not have any long-term
and 4 of the Order.
contracts including derivative contracts for
2. As required by section 143 (3) of the Act, we report which there were any material foreseeable
that: losses.

(a) We have sought and obtained all the information iii. 
There has been no delay in transferring
and explanations which to the best of our amounts, required to be transferred, to the
knowledge and belief were necessary for the Investor Education and Protection Fund by
purpose of our audit; the Company

(b) 
In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books; For S.R. BATLIBOI & CO. LLP
Chartered Accountants
(c) The Balance Sheet, Statement of Profit and Loss,
ICAI Firm Registration Number: 301003E
and Cash Flow Statement dealt with by this Report
are in agreement with the books of account;
per Jayesh Gandhi
(d) In our opinion, the aforesaid standalone financial Partner
statements comply with the Accounting Standards Membership Number: 037924
specified under section 133 of the Act, read with Place: Mumbai
Rule 7 of the Companies (Accounts) Rules, 2014; Date: February 9, 2016

163
CRISIL Limited Annual Report 2015

Annexure referred to in paragraph 1 under the heading

“Report on Other Legal and Regulatory Requirements” of our
Report of even date

Re: CRISIL Limited (v) The Company has not accepted any deposits from the
(i) (a) 
The Company has maintained proper records public.
showing full particulars, including quantitative (vi) To the best of our knowledge and as explained,
details and situation of fixed assets. the Central Government has not specified the
(b) Fixed assets have been physically verified by maintenance of cost records under clause 148(1) of
the management during the year and no material the Companies Act, 2013, for the products/services of
discrepancies were identified on such verification. the Company.

(ii) The Company’s business does not involve inventories (vii) (a) 
The Company is regular in depositing with
and, accordingly, the requirements under paragraph appropriate authorities undisputed statutory
4(ii) of the Order are not applicable to the Company. dues including provident fund, employees’ state

(iii) (a) The Company has granted loan to a entity covered insurance, income-tax, sales-tax, wealth-tax,

in the register maintained under section 189 of the service tax, excise duty, value added tax, cess

Companies Act, 2013. In respect of loan granted, and other material statutory dues applicable to it.

repayment of the principal amount is as stipulated The provisions relating to customs duty are not

and payment of interest has been regular. applicable to the Company.

(b) There is no overdue amount of loans granted to (b) According to the information and explanations given
the entity listed in the register maintained under to us, no undisputed amounts payable in respect of
section 189 of the Companies Act, 2013. provident fund, employees’ state insurance, income-
tax, wealth-tax, service tax, sales-tax, customs duty,
(iv) 
In our opinion and according to the information and
excise duty, value added tax, cess and other material
explanations given to us, there is an adequate internal
statutory dues were outstanding, at the year end, for
control system commensurate with the size of the
a period of more than six months from the date they
Company and the nature of its business, for the purchase
became payable.
of fixed assets and for rendering of services. The activities
of the Company do not involve purchase of inventory and (c) 
According to the records of the Company, the
the sale of goods. During the course of our audit, we have dues outstanding of income-tax, sales-tax, wealth-
not observed any major weakness or continuing failure to tax, service tax, customs duty, excise duty, value
correct any major weakness in the internal control system added tax and cess on account of any dispute, are
of the Company in respect of these areas. as follows:

164
FINANCIAL STATEMENTS | STANDALONE

Name of the Nature of Amount Period to which the Forum where dispute is pending
Statute Dues (Rs.) amount relates
Income Tax Income Tax 5,000,000 A.Y. 2000-01 High Court
Act, 1961 3,875,417 A.Y. 2001-02 High Court
4,600,929 A.Y. 2002-03 High Court
3,638,158 A.Y. 2003-04 High Court
3,196,382 A.Y. 2004-05 High Court
2,876,744 A.Y. 2005-06 High Court
16,25,404 A.Y. 2006-07 Commissioner of Income Tax (Appeals)
83,224,366 A.Y. 2007-08 Income Tax Apellate Tribunal
30,723,070 A.Y. 2008-09 Income Tax Apellate Tribunal
39,642,753 A.Y. 2009-10 Income Tax Apellate Tribunal
30,648,793 A.Y. 2010-11 Income Tax Apellate Tribunal
33,189,232 A.Y. 2011-12 Income Tax Apellate Tribunal
Sales Tax Act, Sales Tax 1,927,861 FY 2003-04 Asst. Comm. Of Sales Tax (Appeals)
1956 3,445,717 FY 2004-05 Asst. Comm. Of Sales Tax (Appeals)
Finance Act Service Tax F.Y. 1999-2000 to
15,042,302 Customs Excise & Service Tax Appellate Tribunal
2001-2002

(d) According to the information and explanations (xi) The Company did not have any term loans outstanding
given to us, the amount required to be transferred during the year.
to investor education and protection fund in
(xii) To the best of our knowledge, and according to the
accordance with the relevant provisions of the
information and explanations given to us, no material
Companies Act, 1956 (1 of 1956) and rules made
fraud by/ on the Company, has been noticed or reported
thereunder has been transferred to such fund
during the year.
within time.

(viii) The Company has no accumulated losses at the end of

the financial year and it has not incurred cash losses in For S.R. BATLIBOI & CO. LLP
Chartered Accountants
the current and immediately preceding financial year.
ICAI Firm Registration Number: 301003E
(ix) The Company has not taken any loans from financial
institutions, banks and has not issued any debentures. per Jayesh Gandhi
Partner
(x) According to the information and explanations given to Membership Number: 037924
us, the Company has not given any guarantee for loans Place: Mumbai
taken by others from bank or financial institutions. Date: February 9, 2016

165
CRISIL Limited Annual Report 2015

BALANCE SHEET
as at December 31, 2015

(Rupees)

Particulars Notes As at As at
December 31, 2015 December 31, 2014
Equity and Liabilities
Shareholders' funds
Share capital 3 71,209,103 71,357,055
Reserves and surplus 4 6,680,202,171 7,202,538,471
Non-current liabilities
Other liabilities 5 92,958,309 122,640,581
Provisions 6 127,400,384 102,650,000
Current liabilities
Trade payables 7 242,649,440 301,034,448
Other liabilities 8 1,518,043,062 1,360,360,261
Provisions 9 1,199,572,204 1,161,090,059
TOTAL 9,932,034,673 10,321,670,875
Assets
Non-current assets
Fixed assets
Tangible assets 10 590,566,995 708,335,123
Intangible assets 10 952,774 -
Capital work-in-progress 1,271,617 -
Investments 11 1,513,860,656 1,513,860,656
Deferred tax assets (Net) 12 280,433,504 216,573,204
Loans and advances 13 1,452,863,623 1,850,163,980
Other assets 14 7,781,591 5,317,738
Current assets
Investments 11 3,575,624,270 3,555,208,006
Trade receivables 15 1,351,343,263 1,265,934,322
Cash and bank balances 16 434,781,266 586,324,269
Loans and advances 17 546,910,238 428,461,888
Other assets 18 175,644,876 191,491,689
TOTAL 9,932,034,673 10,321,670,875
Summary of significant accounting policies 1,2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

166
FINANCIAL STATEMENTS | STANDALONE

Statement of Profit and Loss

for the year ended December 31, 2015

(Rupees)

Particulars Notes Year Ended Year Ended

December 31, 2015 December 31, 2014
Income
Income from operations 19 9,560,969,261 9,033,665,896
Other income 20 445,999,568 320,444,919
Total 10,006,968,829 9,354,110,815
Expenses
Personnel expenses 21 3,625,091,096 3,287,104,212
Establishment expenses 22 694,819,013 684,722,627
Other expenses 23 2,193,176,759 2,069,180,866
Depreciation / Amortization 10 240,349,132 239,209,866
Total 6,753,436,000 6,280,217,571
Profit before tax 3,253,532,829 3,073,893,244
Tax expense
Current tax 1,097,316,502 973,835,349
Deferred tax (63,860,298) (55,074,938)
Total tax expense 25 1,033,456,204 918,760,411
Profit after tax 2,220,076,625 2,155,132,833
Earnings per share : Nominal value of Re. 1/- per share 38
Basic 31.16 30.37
Diluted 30.76 30.03
Summary of significant accounting policies 1, 2

The accompanying notes are an integral part of the financial statements.

As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

167
CRISIL Limited Annual Report 2015

Cash Flow Statement

for the year ended December 31, 2015

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
A. Cash flow from operating activities :
Profit before tax 3,253,532,829 3,073,893,244
Adjustments for :
Depreciation / Amortization 240,349,132 239,209,866
Profit on sale of current investments (181,660,656) (110,545,061)
Unrealised foreign exchange (gain)/loss (63,349,023) (18,420,897)
(Profit) / Loss on sale of fixed assets 459,607 (2,236,218)
Provision for doubtful debts / bad debts 102,304,356 124,678,644
Interest income (14,381,457) (20,188,099)
Interest on loan to subsidiary (76,329,277) (82,266,631)
Dividend on current investments - (47,254,663)
Dividend on non-current investments (2,812,524) (2,812,571)
Operating profit before working capital changes 3,258,112,987 3,154,057,614
Movements in working capital
- (Increase)/decrease in trade receivables (206,202,859) 144,984,382
- (Increase)/decrease in sundry deposits 23,876,995 9,497,836
- (Increase)/decrease in loans to employees (1,902,208) 11,177,472
- (Increase)/decrease in advances (58,547,550) (47,202,549)
- (Increase)/decrease in accrued revenue (6,581,549) 85,698,038
- Increase/(decrease) in trade payables (47,723,378) 33,295,013
- Increase/(decrease) in unearned revenue and fees received in advance 136,925,329 102,773,464
- Increase/(decrease) in provision for leave benefits 37,652,066 32,410,053
- Increase/(decrease) in provision for gratuity 24,750,384 27,629,273
- Increase/(decrease) in rent deferment (20,594,800) (3,772,725)
- Increase/(decrease) in other liabilities 12,002,231 100,973,085
Cash generated from operations 3,151,767,648 3,651,520,956
- Taxes paid (1,073,097,422) (1,051,242,228)
Net cash generated from operating activities - (A) 2,078,670,226 2,600,278,728
B. Cash flow from investing activities :
Purchase of fixed assets and capital work-in-progress (162,833,480) (119,593,207)
Proceeds from sale of fixed assets 5,727,007 10,661,953
Interest on loan to subsidiary 77,203,165 81,638,590
Loan given to subsidiary - (203,080,000)
Loan repaid by subsidiary 288,739,924 78,403,000
Investments in mutual funds (4,556,800,001) (3,555,208,006)
Sale proceeds from investments in mutual funds 4,718,044,393 2,326,176,145
Investment in fixed deposits (255,445,938) (25,951,415)
Proceeds from fixed deposits maturity 360,131,781 -
Interest income 15,500,285 21,498,652
Investment in CRISIL Irevna Information Technology (Hangzhou) Co. Limited - (8,061,056)
Dividend on current investments - 47,254,663
Dividend on non-current investments 2,812,524 2,812,571
Net cash generated (used) in investing activities - (B) 493,079,660 (1,343,448,110)

168
FINANCIAL STATEMENTS | STANDALONE

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
C. Cash flow from financing activities :
Proceeds from issuance of share capital on exercise of stock options 375,954,050 551,194,748
(Refer note 37)
Dividend and dividend tax paid (1,973,104,783) (1,666,842,509)
Payment towards buy back of shares (Refer note 36) (1,019,780,638) -
Net cash used in financing activities - (C) (2,616,931,371) (1,115,647,761)
D. Effect of exchange difference on translation of foreign currency 579,924 2,225,926
cash and cash equivalents - (D)
Net Increase/(decrease) in cash and cash equivalents (A+B+C+D) (44,601,561) 143,408,783
Cash and cash equivalents - Opening balance 405,833,050 262,424,267
Cash and cash equivalents - Closing balance 361,231,489 405,833,050
Net Increase/(decrease) in cash and cash equivalents (44,601,561) 143,408,783
Components of cash and cash equivalents as at
With banks on current account 344,186,362 389,265,367
Deposits with original maturity of less than three months 6,532,668 5,834,663
Unpaid dividend account (Earmarked for unpaid dividend) 10,512,459 10,733,020
361,231,489 405,833,050

The accompanying notes form an integral part of the Cash flow statement.
As per our report of even date

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

169
CRISIL Limited Annual Report 2015

Notes
to the financial statements
for the year ended December 31, 2015

1 Nature of Operations judgments, estimates and assumptions that affect

the reported amounts of revenues, expenses,
CRISIL Limited (‘the Company’) is a global analytical
assets and liabilities and disclosure of contingent
company providing ratings and research services.
liabilities as at the date of the financial statements
CRISIL is India’s leading ratings agency and also the
and the results of operations during the reporting
foremost provider of high-end research to the world’s
year end. Although these estimates are based
largest banks and leading corporations. CRISIL
upon management’s best knowledge of current
delivers analysis, opinions, and solutions that make
events and actions, uncertainty about these
markets function better.
assumptions and estimates could result in the
outcomes requiring a material adjustment to the
1.1 Basis of preparation of Financial Statement
carrying amounts of assets or liabilities in future
The financial Statements of the Company have been periods.
prepared in accordance with generally accepted accounting
principles in India (‘Indian GAAP’). The Company has 2.2 Fixed assets
prepared these financial statements to comply in all material
Fixed assets are stated at cost, less accumulated
respects with the mandatory accounting standards notified
depreciation and impairment losses if any. Cost
under section 133 of the Companies Act, 2013, read
comprises the purchase price and any attributable
together with paragraph 7 of the Companies (Accounts)
cost of bringing the asset to its working condition
Rules 2014. The Financial Statements have been prepared
for its intended use. Items of fixed asset held for
under the historical cost convention on an accrual basis. The
disposal are stated at lower of the net book value
accounting policies applied by the company are consistent
and net realisable value and are shown under
with those used in the previous year.
other current assets. Capital work in progress is
measured at cost.
All the assets and liabilities have been classified as
current or non- current as per the company’s normal
Intangible assets acquired are measured on
operating cycle and other criteria set out in Schedule
initial recognition at cost if it meets criteria,
III to the Companies Act, 2013. Based on the nature
in line with Accounting Standards 26. Cost of
of products and time between the acquisition of assets
Internally generated intangible assets, during
for processing and their realization in cash or cash
developement phase, is capitalised. Following
equivalents, the company has ascertained its operating
initial recognition, intangible assets are carried
cycle as twelve months for the purpose of current / non-
at cost less accumulated amortization and
current classification of assets and liabilities.
accumulated impairment losses, if any.

2 Summary of Significant
2.3 Depreciation / Amortization
Accounting Policies
Based on internal assessment and independent
2.1 Use of estimates
technical evaluation carried out by external
The preparation of financial statements in valuers the management believes that the useful
conformity with generally accepted accounting lives as given below best represent the period over
principles requires management to make which management expects to use these assets.

170
FINANCIAL STATEMENTS | STANDALONE

Hence in certain class of assets, the useful lives are classified as current investments. All other
is different from the useful lives prescribed under investments are classified as non-current
Part C of Schedule II of the Companies Act, investments. Current investments are carried
2013. The estimated useful life coincides with the at lower of cost and fair value determined on
useful life on which depreciation was provided in an individual investment basis. Non-current
earlier years. Depreciation is provided on straight
investments are carried at cost. However,
line method (SLM) over useful life.
provision for diminution in value is made to
recognise a decline other than temporary in the
Assets Useful life Schedule II -
Useful life value of the investments.

Buildings 20 Years 60 Years

Furniture and fixtures 10 Years 10 Years 2.7 Revenue recognition
Office equipments 10 Years 5 Years
Office equipments Revenue is recognised throughtout to the extent
3 Years 5 Years that it is probable that the economic benefits will
(Mobile Instruments)
Computers 3 Years 3 Years flow to the Company and the revenue can be
Vehicles 3 Years 8 Years reliably measured.

Leasehold Improvements are amortised over the Income from Operations

lease term or useful life of the asset, whichever is
Income from Operations comprises of income from
lower, over the period of 1-9 years.
initial rating fees and surveillance services, global

Intangible assets are amortised over a period of research and analytical services, customised

1-3 years. research, subscriptions to information products and

services, revenue from initial public offering (IPO)
2.4 Impairment grading services and independent equity research
(IER) services. Initial rating fees are deemed to
The carrying amounts of assets are reviewed at
accrue on the date the rating is awarded and a
each balance sheet date if there is any indication
portion of it is deferred and recorded equally over
of impairment based on internal/external factors.
11 months subsequent to the month in which the
An impairment loss is recognised wherever
rating was awarded. Revenue on service contracts
the carrying amount of an asset exceeds its
are recognised on completion of related services.
recoverable amount. The recoverable amount
Surveillance fee ,subscription to information products
is the greater of the asset’s net selling price and
and services and revenue from IER are accounted on
value in use.
a time proportion basis. Revenue from customised
After impairment, depreciation is provided on research and IPO grading are recognised in the
the revised carrying amount of the asset over its period in which such assignments are carried out or
remaining useful life. milestones achieved. Fees with respect to certain
categories of clients are recognised only when there
2.5 Operating leases is reasonable certainty of collection.


Leases where the lessor effectively retains
Interest Income
substantially all the risks and benefits of
ownership of the leased item, are classified as Interest income is recognised on a time proportion
operating leases. Operating lease payments are basis taking into account the amount outstanding
recognised as an expense in the Statement of Profit and the rate applicable.
and Loss on a straight-line basis over the lease term.
Dividend Income
2.6 Investments 
Dividend income is recognised when the
Investments that are readily realisable and company’s right to receive payment is established
intended to be held for not more than a year by the balance sheet date.

171
CRISIL Limited Annual Report 2015

Profit /(loss) on sale of investment Exchange Difference

Profit /(loss) on sale of investment is accounted Exchange differences relating to long term
when the sale / transfer deed is executed . On monetary items other than depreciable assets,
disposal of such investments, the difference arising during the year are accumulated in the
between the carrying amount and the disposal “Foreign Currency Monetary Item Translation
proceeds, net of expenses, is recognised in the Account” and amortised to the Statement of Profit
Statement of Profit and Loss. and Loss over the balance life of the long term
monetary item. All other exchange differences
2.8 Retirement and other employee benefits
are recognised as income or expense in the
Retirement benefits in the form of Provident Statement of Profit and Loss.
Fund is a defined contribution scheme and the
contributions are charged to the Statement of Non-monetary items which are carried at fair
Profit and Loss of the year when the contributions value or other similar valuation denominated
to the respective funds are due. There are no in a foreign currency are reported using the
other obligations other than the contribution exchange rate that existed, when the values were
payable to the respective authorities. determined. Exchange differences arising as a
result of the above are recognised as income or
The Company provides gratuity a defined benefit expense in the Statement of Profit and Loss.
plan to the eligible employees. Gratuity liability is
provided for on the basis of an actuarial valuation Forward Contract
on projected unit credit method made at the end
Forward contracts are entered into, to hedge the
of each financial year.
foreign currency risk of the underlying outstanding
Short term compensated absences are provided at the balance sheet date and also to hedge the
for based on estimates. Long term compensated foreign currency risk of firm commitment or highly
absences are provided for based on actuarial probable forecast transactions. The premium or
valuation. The actuarial valuation is done as per discount on forward contracts that are entered
projected unit credit method. into, to hedge the foreign currency risk of the
underlying outstanding at the balance sheet
Actuarial gains/losses are immediately taken to the date arising at the inception of each contract,
Statement of Profit and Loss and are not deferred. is amortised as income or expense over the life
of the contract. Any profit or loss arising on the
2.9 Foreign currency transactions
cancellation or renewal of forward contracts is
Initial Recognition recognised as income or as expense for the year.

Foreign currency transactions are recorded

In relation to the forward contracts entered
in reporting currency (INR) by applying to the
into, to hedge the foreign currency risk of the
foreign currency amount to the monthly average
underlying outstanding at the balance sheet
exchange rates for the respective periods in
date, the exchange difference is calculated as the
which the transaction takes place.
difference between the foreign currency amount
of the contract translated at the exchange rate at
Conversion
the reporting date or the settlement date where
Foreign currency monetary items are reported the transaction is settled during the reporting year,
using the closing rates. Non monetary items and the corresponding foreign currency amount
which are carried in terms of historical costs translated at the later of the date of inception
denominated in a foreign currency are of the forward exchange contract and the last
reported using the exchange rate at the date of reporting date. Such exchange differences are
transaction. recognised in the Statement of Profit and Loss

172
FINANCIAL STATEMENTS | STANDALONE

in the reporting year in which the exchange rates Deferred income taxes reflects the impact of
change. current year timing differences between taxable
income and accounting income for the year and
The Company has adopted the principles of reversal of timing differences of earlier years.
AS 30 “Financial Instruments: Recognition and
Measurement” in respect of its derivative financial Deferred tax is measured based on the tax
instruments that are not covered by AS 11 “Accounting rates and the tax laws enacted or substantively
for the Effects of Changes in Foreign Exchange enacted at the balance sheet date. Deferred tax
Rates” and that relate to a firm commitment or a assets and deferred tax liabilities are offset, if a
highly probable forecast transaction. In accordance legally enforceable right exists to set off current
with AS 30, such derivative financial instruments, tax assets against current tax liabilities and the
which qualify for cash flow hedge accounting and deferred tax assets and deferred tax liabilities
where the Company has met all the conditions of relate to the taxes on income levied by same
AS 30, are fair valued at the balance sheet date and governing taxation laws. Deferred tax assets
the resultant gain / loss is credited / debited to the are recognised only to the extent that there is
Hedging Reserve Account included in the Reserves reasonable certainty that sufficient future taxable
and Surplus. This gain / loss would be recorded in income will be available against which such
the Statement of Profit and Loss when the underlying deferred tax assets can be realised. In situations

transactions affect earnings. Other derivative where the company has unabsorbed depreciation

instruments that relate to a firm commitment or a or carry forward tax losses, all deferred tax assets

highly probable forecast transaction and that do not are recognised only if there is virtual certainty

qualify for hedge accounting, have been recorded at supported by convincing evidence that they can

fair value at the reporting date and the resultant gain be realised against future taxable profits.

/ loss has been credited / debited to the Statement of

At each balance sheet date, the Company re-
Profit and Loss for the year.
assesses unrecognised deferred tax assets. It
recognises unrecognised deferred tax assets to
Foreign Currency Translation on long term
the extent that it has become reasonably certain
monetary items
that sufficient future taxable income will be
In line with notification of the Companies available against which such deferred tax assets
(Accounting Standards) Amendment Rules, 2011 can be realised.
issued by Ministry of Corporate Affairs on December
29, 2011 amending Accounting Standard - 11 (AS - The carrying amount of deferred tax assets are
11) ‘The Effects of Changes in Foreign Exchange reviewed at each Balance Sheet date. The Company

Rates (revised 2003), the Company has chosen writes down the carrying amount of a deferred tax

to exercise the option under para 46A inserted asset to the extent it is no longer reasonably or

in the standard by the notification. Accordingly, virtually certain, as the case may be, that sufficient

exchange differences on all long term monetary future taxable income will be available against which

items, with prospective effect from April 01, 2011, deferred tax asset can be realised. Any such write

has been accumulated in the Foreign Currency down is reversed to the extent that it becomes
reasonably or virtually certain, as the case may be,
Monetary Translation Account” and amortised to
that sufficient future taxable income will be available.
the Statement of Profit and Loss over the balance
life of the long term monetary item. 2.11 Segment reporting policies
2.10 Taxes on income 
Segment Policies:
Tax expense comprises of current and deferred. The Company prepares its segment information
Current income tax is measured at the amount in conformity with the accounting policies adopted
expected to be paid to the tax authorities in for preparing and presenting the financial
accordance with the Income Tax Act, 1961. statements of the company as a whole.

173
CRISIL Limited Annual Report 2015

Identification of segments: is probable that an outflow of resources will be


The Company’s operating businesses are required to settle the obligation, in respect of
organised and managed separately according to which a reliable estimate can be made. Provisions
the nature of products and services provided, with are not discounted to its present value and are
each segment representing a strategic business determined based on best estimate required to
unit that offers different products and serves settle the obligation at the balance sheet
different markets. The analysis of geographical date. These are reviewed at each balance
segments is based on the geographical locations sheet date and adjusted to reflect the current best
of customers. estimates.

Inter segment transfers: 2.14 Contingent liabilities


The Company generally accounts for A contingent liability is a possible obligation
intersegment services and transfers as if the that arises from past events whose existence
services or transfers were to third parties at will be confirmed by the occurrence or non-
current market prices. occurrence of one or more uncertain future
events beyond the control of the company
Allocation of common costs: or a present obligation that is not recognised
Common allocable costs are allocated to each because it is not probable that an outflow
segment according to the relative contribution of of resources will be required to settle the
each segment to the total common costs. obligation. A contingent liability also arises in
extremely rare cases where there is a liability
Unallocated items: that cannot be recognised because it cannot

Unallocable income and expenses includes be measured reliably. The company does not

general corporate income and expense items recognize a contingent liability but discloses its

which are not identified to any business segment. existence in the financial statements.

2.12 Earnings per share 2.15 Cash and cash equivalents

Basic earnings per share are calculated by dividing Cash and cash equivalents in the cash flow

the net profit or loss for the period attributable to statement comprise cash at bank and in hand

equity shareholders by the weighted average and short-term investments with an original

number of equity shares outstanding during the maturity of three months or less.

year. The weighted average number of equity

2.16 Employee stock compensation cost
shares outstanding during the period is adjusted
for events such as buy back, ESOS, etc. that have Measurement and disclosure of the employee
changed the number of equity shares outstanding, share-based payment plans is done in
without a corresponding change in resources. accordance with Securities and Exchange
Board of India (Share Based Employee
For the purpose of calculating diluted earnings Benefits) Regulations, 2014 and the Guidance
per share, the net profit or loss for the period Note on Accounting for Employee Share-based
attributable to equity shareholders and the Payments, issued by the Institute of Chartered
weighted average number of shares outstanding Accountants of India. The Company measures
during the period are adjusted for the effects of all compensation cost relating to employee stock
dilutive potential equity shares. options using the intrinsic value method.
Compensation expense is amortised over the
2.13 Provisions
vesting period of the option on a straight line
A provision is recognised when the Company has basis wherever grant price is lower then the
a present obligation as a result of past event; it market price.

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FINANCIAL STATEMENTS | STANDALONE

3. Share capital
(Rupees)
Particulars As At As At
December 31, 2015 December 31, 2014
Authorised Capital:
100,000,000 Equity Shares of Re.1/- each (P.Y. 100,000,000 of Re.1/- each) 100,000,000 100,000,000
Issued, Subscribed and Paid Up:
71,209,103 Equity Shares of Re. 1/- each fully paid up
71,209,103 71,357,055
(P.Y. 71,357,055 of Re. 1/- each)
Total 71,209,103 71,357,055

(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Equity shares

Particulars As at December 31, 2015

Rupees Nos.
At the beginning of the year (face value of Re. 1/- per share) 71,357,055 71,357,055
Add - Issued during the year – Under employee stock option scheme 363,980 363,980
(ESOS) (Refer note 37)
Less - Buy-back during the year (Refer note 36) (511,932) (511,932)
Outstanding at the end of the year 71,209,103 71,209,103

Particulars As at December 31, 2014

Rupees Nos.
At the beginning of the year (face value of Re. 1/- per share) 70,652,890 70,652,890
Add - Issued during the year – Under employee stock option scheme 704,165 704,165
(ESOS) (Refer note 37)
Outstanding at the end of the year 71,357,055 71,357,055

(b) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of Re.1/- per share. Each holder of equity shares is
entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

(c) Shares held by holding/ultimate holiding and/ or their subsidiaries

Out of equity shares issued by the company, shares held by its holding company, ultimate holding company and their
subsidiaries/ associates are as below:
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Group Holding of the McGraw Hill Financial, Inc.
31,209,480 equity shares of Re.1/- each fully paid held by S&P India, LLC, 31,209,480 31,209,480
Fellow Subsidiary (P.Y. 31,209,480 of Re.1/- each)
10,623,059 equity shares of Re.1/- each fully paid held by McGraw-Hill 10,623,059 10,623,059
Asian Holdings (Singapore) Pte Limited, LLC, Fellow Subsidiary
(P.Y. 10,623,059 of Re. 1/- each)
6,000,000 equity shares of Re.1/- are held by Standard & Poor's 6,000,000 6,000,000
International LLC-USA, Fellow Subsidiary (P.Y. 6,000,000 of Re.1/- each)
47,832,539 47,832,539

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CRISIL Limited Annual Report 2015

d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought
back during the period of five years immediately preceding the reporting date
(Nos.)
Particulars As at As at
December 31, 2015 December 31, 2014
Aggregate number of equity shares bought back by the company 1,421,932 2,191,560
Aggregate number of bonus shares and shares issued other than cash by Nil Nil
the company

(e) Details of shareholders holding more than 5% shares in the company

Name of the shareholder As at December 31, 2015
% holding in the Nos.
class
Equity shares of Re. 1/- each fully paid
1. Group Holding of the McGraw Hill Financial, Inc.
a) S&P India, LLC 43.83% 31,209,480
b) McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. 14.92% 10,623,059
c) Standard & Poor's International LLC, USA 8.42% 6,000,000
2. Jhunjhunwala Rakesh and Rekha 5.62% 4,000,000

Name of the shareholder As At December 31, 2014

% holding in the Nos.
class
Equity shares of Re. 1/- each fully paid
1. Group Holding of the McGraw Hill Financial, Inc.
a) S&P India, LLC 43.74% 31,209,480
b) McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. 14.89% 10,623,059
c) Standard & Poor's International LLC, USA 8.40% 6,000,000
2. Jhunjhunwala Rakesh and Rekha 5.61% 4,000,000

As per records of the Company, including its register of shareholders/ members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(f) Shares reserved for issue under options

For details of shares reserved for issue under the employee stock option scheme (ESOS) plan of the Company
(Refer note 37).

176
FINANCIAL STATEMENTS | STANDALONE

4. Reserves and surplus

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Securities premium account
Opening balance 901,841,217 351,350,634
Add : Received on exercise of employee stock options (Refer note 37) 375,590,070 550,490,583
Less : Used towards buy back of equity shares (Refer Note 36) (982,795,506) -
294,635,781 901,841,217
Capital reserve 122,232,111 122,232,111
Capital redemption reserve
Opening balance 2,191,560 2,191,560
Add : Transfer from general reserve (Refer note 36) 511,932 -
2,703,492 2,191,560
General reserve
Opening balance 1,133,665,099 918,151,816
Add : Transferred from the Statement of Profit and Loss 222,007,663 215,513,283
Less :Transfer to capital redemption reserve account (Refer note 36) (511,932) -
Less :Used towards buy back of equity shares (Refer note 36) (36,473,200) -
1,318,687,630 1,133,665,099
Hedging reserve account
Opening balance 93,770,263 (138,422,289)
Additions during the year 41,945,658 93,770,263
Deductions during the year (93,770,263) 138,422,289
41,945,658 93,770,263
Foreign currency monetary item translation account
Opening balance 186,534,591 242,635,064
Less : Transfer to foreign exchange gain (70,821,108) (11,439,182)
Add : Movement during the year (2,374,275) (44,661,291)
113,339,208 186,534,591
Surplus in the Statement of profit and loss
Opening balance 4,762,303,630 4,519,558,528
Add : Profit after tax for the year 2,220,076,625 2,155,132,833
Less : Appropriations
Proposed final equity dividend (amount per share Rs. 10 (P.Y. Rs. 10) of
(712,091,030) (713,570,550)
Re. 1 each)
Interim dividend (amount per share Rs. 13 (P.Y. Rs. 10) of Re. 1 each ) (925,601,947) (711,200,400)
Corporate dividend tax (336,021,324) (272,103,498)
Transfer to general reserve (222,007,663) (215,513,283)
Total appropriations (2,195,721,964) (1,912,387,731)
Net surplus in the statement of profit and loss 4,786,658,291 4,762,303,630
Total 6,680,202,171 7,202,538,471

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CRISIL Limited Annual Report 2015

5. Other liabilities
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non-Current
Unearned revenue and fees received in advance 800,648 800,470
Rent deferment 92,157,661 121,840,111
Total 92,958,309 122,640,581

6. Provisions
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non-current
For employee benefits
For gratuity (Refer note 33) 127,400,384 102,650,000
Total 127,400,384 102,650,000

7. Trade payables
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Total outstanding dues of micro enterprises and small enterprises - -
(Refer note 26)
Total outstanding dues of creditors other than micro enterprises and small 242,649,440 301,034,448
enterprises
Total 242,649,440 301,034,448

8. Other liabilities
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Statutory liabilities 93,743,545 113,057,468
Unearned revenue and fees received in advance 936,069,155 799,475,286
Rent deferment 36,005,506 26,917,856
Others 441,712,397 410,176,631
Unpaid dividend (Investor education and protection fund will be credited as 10,512,459 10,733,020
and when due)
Total 1,518,043,062 1,360,360,261

9. Provisions
(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
For employee benefits
For leave benefits 342,499,440 304,847,374
Other provisions
Proposed equity dividend 712,091,030 713,570,550
Corporate dividend tax thereon 144,981,734 142,672,135
Total 1,199,572,204 1,161,090,059

178
 10. Fixed assets
(Rupees)
Particulars Gross Block at Cost Accumulated Depreciation/Amortization Net Block

As at Additions Deductions / As at Up to For the year Deductions / Up to As at

January 1, 2015 Adjustments December 31, 2015 January 1, 2015 Adjustments December 31, 2015 December 31, 2015
Intangible assets
Software - 1,534,435 - 1,534,435 - 581,661 - 581,661 952,774
Total intangible assets - 1,534,435 - 1,534,435 - 581,661 - 581,661 952,774
Tangible assets
Buildings (Refer note below) 157,352,097 - 129,464,722 27,887,375 117,714,308 6,817,469 97,623,251 26,908,526 978,849
Furniture & fixtures 171,326,887 3,791,778 7,244,336 167,874,329 92,180,098 17,732,112 6,186,588 103,725,622 64,148,707
Office equipments 301,364,507 10,474,710 23,305,831 288,533,386 160,844,587 30,019,681 20,242,303 170,621,965 117,911,421
Computers 630,990,509 127,474,193 68,343,182 690,121,520 509,571,741 92,035,008 68,309,424 533,297,325 156,824,195
Vehicles 51,388,889 16,806,873 16,855,486 51,340,276 30,059,797 12,163,931 14,823,906 27,399,822 23,940,454
Leasehold improvements 700,181,670 1,479,874 - 701,661,544 393,898,905 80,999,270 - 474,898,175 226,763,369
Total tangible assets 2,012,604,559 160,027,428 245,213,557 1,927,418,430 1,304,269,436 239,767,471 207,185,472 1,336,851,435 590,566,995
FINANCIAL STATEMENTS | STANDALONE

Grand total 2,012,604,559 161,561,863 245,213,557 1,928,952,865 1,304,269,436 240,349,132 207,185,472 1,337,433,096 591,519,769
Note : Adjustment with respect to building are on account of certain premises being classified as asset held for sale in current year Rs. 31,841,471 (P.Y. Rs. Nil). Refer note 18

(Rupees)
Particulars Gross Block at Cost Accumulated Depreciation/Amortization Net Block

As at Additions Deductions / As at Up to For the Year Deductions / Up to As at

January 1, 2014 Adjustments December 31, 2014 January 1, 2014 Adjustments December 31, 2014 December 31, 2014

179
Intangible assets
Software - - - - - - - - -
Total intangible assets - - - - - - - - -
Tangible assets
Buildings 157,352,097 - - 157,352,097 110,020,998 7,693,310 - 117,714,308 39,637,789
Furniture & fixtures 215,657,421 2,006,072 46,336,606 171,326,887 119,362,816 16,464,219 43,646,937 92,180,098 79,146,789
Office equipments 320,561,222 6,406,739 25,603,454 301,364,507 154,581,332 29,435,601 23,172,346 160,844,587 140,519,920
Computers 596,797,566 92,769,111 58,576,168 630,990,509 475,401,724 92,595,315 58,425,298 509,571,741 121,418,768
Vehicles 56,800,932 16,233,613 21,645,656 51,388,889 35,840,688 12,710,677 18,491,568 30,059,797 21,329,092
Leasehold improvements 698,003,998 2,177,672 - 700,181,670 313,588,161 80,310,744 - 393,898,905 306,282,765
Total tangible assets 2,045,173,236 119,593,207 152,161,884 2,012,604,559 1,208,795,719 239,209,866 143,736,149 1,304,269,436 708,335,123
Grand total 2,045,173,236 119,593,207 152,161,884 2,012,604,559 1,208,795,719 239,209,866 143,736,149 1,304,269,436 708,335,123
CRISIL Limited Annual Report 2015

11. Investments
(Rupees)
Particulars As At December 31, 2015 As At December 31, 2014
A. Non-current investments
Trade investments
(valued at cost unless stated otherwise)
Unquoted equity investments
Investment in Subsidiaries
(Companies under same management)
49,999,970 (P.Y. 49,999,970) equity shares of 49,999,970 49,999,970
CRISIL Risk and Infrastructure Solutions Limited of
Re. 1 each, fully paid up
5,514,100 (P.Y. 5,514,100) equity shares of 1,139,027,822 1,139,027,822
CRISIL Irevna UK Limited, of £ 1 each, fully paid
up
704,018 (P.Y.704,018) equity shares of CRISIL 10,501,668 10,501,668
Irevna Argentina S.A. of ARS 1 each, fully paid up
10,000 (P.Y. 10,000) equity shares of Pipal 111,292,051 111,292,051
Research Analytics and Information Services India
Private Limited of Rs.10 each, fully paid up
100% Investment in the capital (P.Y. 100% 22,544,743 22,544,743
Investment) of CRISIL Irevna Information &
Technology (Hangzhou) Co., Limited
100,000 (P.Y. 100,000) equity shares of Mercator 37,108,494 37,108,494
Info-Services India Private Limited of Rs. 10 each,
fully paid up
50,000 (P.Y. 50,000) equity shares of Coalition 87,133,877 87,133,877
Development Systems (India) Private Limited of
Rs. 10 each, fully paid up
Other Investments
300,000 (P.Y. 300,000) equity shares of Caribbean 13,642,500 13,642,500
Information and Credit Rating Agency of US$1
each, fully paid up
Less : Provision for diminution in value of (13,642,499) 1 (13,642,499) 1
Investment
1,875,000 (P.Y. 1,875,000) equity shares of 56,250,000 56,250,000
National Commodity and Derivative Exchange
Limited of Rs.10 each, fully paid up
Sub - total {A} * 1,513,858,626 1,513,858,626
Quoted equity investments
Other Investments
1 (P.Y. 1) equity share of Credit Analysis and 812 812
Research Limited of Rs.10 each, fully paid up
1 (P.Y. 1) equity share of ICRA Limited of Rs.10 1,218 1,218
each, fully paid up
Sub - total {B} ** 2,030 2,030
Total Long Term (At Cost) - {A + B} 1,513,860,656 1,513,860,656
B. Current investments
Non-trade investments
(valued at lower of cost or market value)
Unquoted mutual funds
Investments In Mutual Funds (Unquoted)
1,5444,070.29 (P.Y. Nil) units of face value 480,500,000 -
Rs.10.00 each Sundaram Money Fund - Direct
Plan - Growth
163,297.31 (P.Y. Nil) units of face value 475,000,000 -
Rs.1,000.00 each HDFC Liquid Fund - Direct Plan
- Growth
236,798.71 (P.Y. 135,903.20) units of face value 465,672,022 250,073,322
Rs.1,000.00 each L&T Liquid Fund Direct Plan -
Growth
2,191,978.00 (P.Y. 1,289,680.54) units of face 472,775,320 255,920,205
value Rs.100.00 each ICICI Prudential Liquid -
Direct Plan - Growth

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FINANCIAL STATEMENTS | STANDALONE

(Rupees)
Particulars As At December 31, 2015 As At December 31, 2014
295,551.43 (P.Y. 169,082.61) units of face value 457,599,311 251,265,782
Rs.1,000.00 each Axis Liquid Fund - Direct Growth
267,080.10 (P.Y. 154,071.66) units of face value 454,825,599 251,025,599
Rs.1,000.00 each IDFC Cash Fund - Growth -
Direct Plan
208,380.08 (P.Y. 182,674.11) units of face value 444,252,014 387,784,606
Rs.1,000.00 each SBI Premier Liquid Fund - Direct
Plan - Growth
104,806.81 (P.Y. Nil) units of face value 325,000,004 -
Rs.1,000.00 each HDFC Cash Management Fund
- Savings Plan - Direct Plan - Growth Option
Nil (P.Y. 1,359,377.89) units of face value - 252,027,981
Rs.100.00 each ICICI Prudential Money Market
Fund - Direct Plan - Growth
Nil (P.Y. 256,923.92) units of face value - 500,000,000
Rs.1,000.00 each DSP BlackRock Liquidity Fund -
Direct Plan - Growth
Nil (P.Y. 8,964,773.28) units of face value Rs.10.00 - 251,015,445
each HDFC Cash Management Fund - Savings
Plan - Direct Plan - Growth
Nil (P.Y. 9,651,662.30) units of face value Rs.10.00 - 255,406,148
each HDFC Liquid Fund - Direct Plan - Growth
Nil (P.Y. 14,426,257.23) units of face value - 251,025,532
Rs.10.00 each JP Morgan India Liquid Fund -
Direct Plan - Growth
Nil (P.Y. 65,969.00) units of face value Rs.1,000.00 - 145,003,632
each Kotak Floater Short Term - Direct Plan -
Growth
Nil (P.Y. 85,848.66) units of face value Rs.1,000.00 - 254,659,754
each SBI Magnum Insta Cash Fund - Direct Plan
- Growth
Nil (P.Y. 100,669.82) units of face value - 250,000,000
Rs.1,000.00 each TATA Liquid Fund - Direct Plan
- Growth
Total Investments in Mutual Funds {C} *** 3,575,624,270 3,555,208,006
Total Investments {A}+{B}+{C} 5,089,484,926 5,069,068,662
*Aggregate investment in unquoted equity shares 5,089,482,896 5,069,066,632
and mutual funds
**Aggregate market value of Company's 5,721 4,678
investment in quoted equity shares
***Aggregate Net Asset Value (NAV) of 3,706,483,550 3,621,242,166
Company's investment in unquoted mutual funds

12. Deferred tax asset

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Deferred tax liability
On fixed assets 14,738,097 35,540,104
Gross deferred tax liability 14,738,097 35,540,104
On lease rent amortisation 44,127,058 50,562,833
On provision for leave encashment 100,062,867 97,594,508
On provision for bonus and commission 29,373,305 26,703,949
On provision for gratuity 34,352,993 26,753,002
On provision for bad debts 42,592,727 39,136,611
On initial rating fees deferred 32,062,603 7,340,450
On disallowance under section 40(a) 12,600,048 4,021,955
Gross deferred tax asset 295,171,601 252,113,308
Net deferred tax asset 280,433,504 216,573,204

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CRISIL Limited Annual Report 2015

13. Loans and advances

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non-current
Unsecured, considered good
Sundry deposits 258,688,986 358,480,510
Loan to subsidiary (Refer note 31) 1,175,043,783 1,457,660,780
Other loans and advances;
Advance income-tax (net of provision for taxation) 1,878,789 26,097,869
Prepaid expenses 17,252,065 7,924,821
Total 1,452,863,623 1,850,163,980

14. Others assets

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Non-current
Interest accrued on fixed deposits 315,077 106,823
Other bank balances
– Deposits with original maturity for more than 12 months 7,466,514 5,210,915
(Deposit includes fixed deposits with banks Rs. 4,807,860 (P.Y. Rs.5,149,975)
marked as lien for guarantees issued by banks on behalf of the Company
{Refer note 24})
Total 7,781,591 5,317,738

15. Trade receivables

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Unsecured, considered good
Outstanding for a period exceeding six months from the date they are
due for payment
Unsecured, considered good 97,854,025 33,333,108
Unsecured, considered doubtful 125,905,314 115,141,543
Other receivables
Unsecured, considered good 1,253,489,238 1,232,601,214
(Related party balances - Refer note 31)
Less : Provision for doubtful receivables (125,905,314) (115,141,543)
Total 1,351,343,263 1,265,934,322

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FINANCIAL STATEMENTS | STANDALONE

16. Cash and bank balances

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Cash and cash equivalents
Balances with banks:
– On current accounts 344,186,362 389,265,367
– Deposits with original maturity of less than three months 6,532,668 5,834,663
– On unpaid dividend account 10,512,459 10,733,020
361,231,489 405,833,050
Other bank balances
– Deposits with original maturity within 12 months 73,549,777 180,491,219
(Deposit includes fixed deposits with Banks Rs. 5,631,598
(P.Y. Rs. 5,635,325) marked as lien for guarantees issued by banks on
behalf of the Company {Refer note 24})
Total 434,781,266 586,324,269

17. Loans and advances

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Unsecured, considered good
Sundry deposits 103,168,710 27,391,391
Loan to subsidiary (Refer note 31) 227,321,342 235,818,544
Advances recoverable in cash or kind (Related party balances -Refer note 31) 81,378,088 79,455,343
Other loans and advances;
Cenvat credit receivable 64,783,053 31,136,673
Prepaid expenses 45,748,711 32,051,811
Loans to employees 24,510,334 22,608,126
Total 546,910,238 428,461,888

18. Others assets

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Current
Interest accrued on fixed deposits 1,176,736 2,503,818
Forward contract receivable 41,945,657 93,440,799
Accrued revenue 84,406,134 78,079,690
Asset held for sale ( Refer note 10) 31,841,471 -
Interest accrued on loan to subsidiary 16,274,878 17,467,382
Total 175,644,876 191,491,689

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CRISIL Limited Annual Report 2015

19. Income from operations

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Income from rating services 4,341,198,795 4,450,382,210
Income from research services 5,219,770,466 4,583,283,686
Total 9,560,969,261 9,033,665,896

20. Other income

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Interest on bank deposits 13,933,409 17,579,100
Interest on loan to subsidiary 76,329,277 82,266,631
Other interest income 448,048 2,608,999
Dividend on current investments - 47,254,663
Dividend on non-current investments 2,812,524 2,812,571
Profit on sale of current investments (Net) 181,660,656 110,545,061
Foreign exchange gain (Net) 147,831,752 30,367,141
Miscellaneous income 22,983,902 24,774,535
Profit on sale of fixed assets (Net) - 2,236,218
Total 445,999,568 320,444,919

21. Personnel expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Salaries, wages and bonus 3,431,501,702 3,104,570,653
Contribution to provident and other funds 110,134,290 95,046,126
Contribution to gratuity fund (Refer note 33) 55,121,704 59,657,273
Staff training and welfare expenses 82,058,673 81,714,864
Less : Recoveries from subsidiaries towards overheads allocated (53,725,273) (53,884,704)
Total 3,625,091,096 3,287,104,212

22. Establishment expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Repairs and maintenance - Buildings 103,532,368 88,641,926
Repairs and maintenance - Others 77,476,201 65,657,226
Electricity 95,383,320 76,089,895
Communication expenses 66,641,140 69,076,444
Insurance 5,228,805 1,242,772
Rent (Refer note 32) 353,374,896 355,154,400
Rates and taxes 1,650,777 38,155,745
Less : Recoveries from subsidiaries towards overheads allocated (8,468,494) (9,295,781)
Total 694,819,013 684,722,627

184
FINANCIAL STATEMENTS | STANDALONE

23. Other expenses

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Printing and stationery 33,539,028 30,584,384
Conveyance and travelling 213,410,500 238,863,780
Data subscription 53,287,549 34,413,596
Vehicle expenses 1,390,891 707,743
Remuneration to non-whole time directors 12,495,000 9,900,000
Business promotion and advertisement 3,970,761 15,915,889
Corporate social responsibility (CSR) expenses (Refer note 40) 41,402,075 2,930,265
Professional fees 1,345,043,501 1,197,768,471
Associate service fee 323,218,342 352,498,932
Software purchase expense 16,048,348 22,282,836
Donation 6,914,726 8,234,156
Provision for doubtful debts / bad debts 102,304,356 124,678,644
Software maintenance expenses 19,031,182 10,309,242
Auditors' remuneration (Refer note 28) 4,669,770 3,679,783
Recruitment expenses 25,033,951 34,570,504
Loss on sale of fixed assets (Net) 459,607 -
Miscellaneous expenses 12,474,134 3,679,186
Less : Recoveries from subsidiaries towards overheads allocated (21,516,962) (21,836,545)
Total 2,193,176,759 2,069,180,866

24. Details of contingent liabilities and capital commitment are as under

(Rupees)
Particulars As at As at
December 31, 2015 December 31, 2014
Contingent liabilities
1. Bank Guarantee in the normal course of business 190,142,458 132,585,300
2. Disputed Income, Service & Sales Tax Demand:
(i) Pending before Appellate authorities in respect of which the
227,477,488 83,570,108
Company is in appeal
(ii) Decided in Company's favour by Appellate Authorities and
35,179,640 35,179,640
Department is in further appeal
Sub - total 452,799,586 251,335,048
Capital commitment
Estimated amount of contracts (net of advances) remaining to be executed
38,974,214 10,497,267
on capital account and not provided for
Management believes that the ultimate outcome of above matters will not
have a material adverse impact on its financial position, results of operations
and cash flows.
Total 491,773,800 261,832,315

25. The tax year of the Company being the year ending March 31, 2016, the tax expense for the year is the aggregate of the
provision made for the three months ended March 31, 2015 and the provision for the nine months upto December 31,
2015. The tax provision for nine months has been arrived at using the effective tax rate for the period April 1, 2015 to
March 31, 2016.

26. The Company has a process of identification of ‘suppliers’ registered under the “The Micro, Small and Medium Enterprises
Development (‘MSMED’) Act, 2006” by obtaining confirmations from suppliers. There are no Micro, Small and Medium
Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006 to whom any amount was payable
on account of principal amount or interest, accordingly no additional disclosures have been made.

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27. a) Expenditure in foreign currency

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Foreign travel 45,548,766 40,423,893
Professional fees 799,388,449 733,512,705
Other expenses 12,515,063 14,025,439
Total 857,452,278 787,962,037

b) Amount remitted during the year in foreign currency, on account of dividends

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Number of shareholders 3 3
Number of equity shares of Re 1 each held by them on which dividend
47,832,539 47,832,539
was paid
Period to which dividend relates 2014 and 2015 2013 and 2014
Amount remitted (Rupees) 1,100,148,397 956,650,780

c) Earnings in foreign currency

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Exports of services 5,623,049,653 5,091,731,806

28. Auditors’ remuneration includes

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Audit fees 3,200,000 3,200,000
In any other matter:
Certification work 1,345,525 330,000
Out of pocket expenses 124,245 149,783
Total 4,669,770 3,679,783

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FINANCIAL STATEMENTS | STANDALONE

29
Segment Reporting
Business Segments:
The Company has two major business segment : Ratings and Research. A description of the types of products and
services provided by each reportable segment is as follows:

Rating services includes credit ratings for corporates, banks, bank loans, small and medium enterprises (SME), credit
analysis services, grading services and global analytical services

Research segments includes global research and analytical services, industry reports, customised research assignments,
subscription to data services, independent equity research (IER), IPO gradings and training.

Segment Reporting for the year ended December 31, 2015

(Rupees)
Particulars Business segments Total
Ratings Research
Operating revenue 4,341,198,795 5,219,770,466 9,560,969,261
Segment results 1,470,134,285 1,759,839,394 3,229,973,679
Add / (Less) Unallocables:
1. Unallocable income
Interest income 90,710,734
Profit on sale of investments 181,660,656
Profit on sale of fixed assets -
Others 134,905,456
2. Unallocable expenditure (143,368,634)
3. Depreciation (240,349,132)
Profit before tax 3,253,532,759
Tax expense (1,033,456,204)
Profit after tax 2,220,076,555
Non-cash expenses other than depreciation and amortisation 128,887,306 31,246,907 160,134,213
Segment assets 457,042,036 2,533,250,413 2,990,292,449
Unallocable assets* 6,941,742,224
Segment liabilities 681,569,621 299,466,865 981,036,486
Unallocable liabilities* 2,199,586,913

Revenue and Asset by Geographic Segments

(Rupees)
Geography Revenue Net Assets
India 3,937,919,608 3,746,164,874
Europe 2,570,686,175 3,090,141,600
North America 2,654,801,754 421,970,133
Rest of the world 397,561,724 67,895,068
Total 9,560,969,261 7,326,171,675

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29 Segment Reporting (contd.)

Segment Reporting for the year ended December 31, 2014
(Rupees)
Particulars Business segments Total
Ratings Research
Operating revenue 4,450,382,210 4,583,283,686 9,033,665,896
Segment results 1,656,015,639 1,336,084,869 2,992,100,508
Add / ( Less ) Unallocables :
1. Unallocable income
Interest income 102,454,730
Profit on sale of investments 110,545,061
Profit on sale of fixed assets 2,236,218
Others 125,486,771
2. Unallocable expenditure (19,720,178)
3. Depreciation (239,209,866)
Profit before tax 3,073,893,244
Tax expense (918,760,411)
Profit after tax 2,155,132,833
Non-cash expenses other than depreciation and amortisation 139,076,141 41,112,992 180,189,133
Segment assets 406,669,523 2,469,887,020 2,876,556,543
Unallocable assets* 7,445,114,332
Segment liabilities 560,975,806 322,904,200 883,880,006
Unallocable liabilities* 2,163,895,343

Revenue by Geographic Segments

(Rupees)
Geography Revenue Net Assets
India 3,941,934,090 3,244,060,662
Europe 2,414,393,185 3,342,841,871
North America 2,302,833,785 429,981,257
Rest of the world 374,504,836 14,340,711
Total 9,033,665,896 7,031,224,501

Notes to Segmental Results :

*Assets and liabilites used interchangeably between business segments has been classified as unallocable. The Company believes that it is
currently not practicable to allocate all assets and liabilities since a meaningful segregation of the available data is not feasible.
The Company recovered certain common expenses from subsidiaries based on management estimates and disclosed as Recoveries in Notes
to the Statement of Profit and Loss.

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FINANCIAL STATEMENTS | STANDALONE

30. List of Related Parties (As per Accounting Standard 18)

Parties Relationship
Related parties where control exists
McGraw Hill Financial, Inc. The Ultimate Holding Company
CRISIL Risk and Infrastructure Solutions Limited Subsidiary
CRISIL Irevna UK Limited Subsidiary
CRISIL Irevna US LLC Subsidiary of CRISIL Irevna UK Limited
CRISIL Irevna Poland Sp.zo.o Subsidiary of CRISIL Irevna UK Limited
CRISIL Irevna Argentina S.A. Subsidiary
CRISIL Irevna Information & Technology (Hangzhou) Co. Limited Subsidiary
Pipal Research Analytics and Information Services India Private Limited Subsidiary
Coalition Development Systems (India) Private Limited Subsidiary
Mercator Info-Services India Private Limited Subsidiary
Coalition Development Limited Subsidiary of CRISIL Irevna UK Limited
Coalition Development Singapore Pte Limited Subsidiary of Coalition Development Limited
Other Related parties
S&P India, LLC Fellow Subsidiary
Standard & Poor's LLC Fellow Subsidiary
Standard & Poor's International LLC, USA Fellow Subsidiary
Standard & Poor's South Asia Services Private Limited Fellow Subsidiary
McGraw-Hill Asian Holdings (Singapore) Pte. Ltd. Fellow Subsidiary
McGraw-Hill Companies Canada Corp. Fellow Subsidiary
McGraw-Hill International (U.K) Limited Fellow Subsidiary
Standard & Poor's Credit Market Services Europe Limited Fellow Subsidiary
Standard & Poor’s Financial Services, LLC Fellow Subsidiary
Standard & Poor's Singapore Pte. Ltd. Fellow Subsidiary
Standard & Poor's Hong Kong Limited Fellow Subsidiary
Standard & Poor’s (Australia) Pty. Ltd. Fellow Subsidiary
Standard & Poor's Ratings Japan K.K. Fellow Subsidiary
Asia Index Private Limited Fellow Subsidiary
Standard & Poors Ratings Services Fellow Subsidiary
Capital IQ, Inc Fellow Subsidiary
JM Financial Asset Reconstruction Company Private Limited * Common Director
Glocal Healthcare Systems Private Limited * Common Director
Care India Solutions for Sustainable Development * Common Director
Ravinder Singhania Alternate Director
Key Management Personnel
Roopa Kudva Managing Director and Chief Executive Officer
(up to April 30, 2015)
Ashu Suyash Managing Director and Chief Executive Officer
(with effect from June 01, 2015)
Amish Mehta* Chief Financial Officer
Neelabja Chakrabarty * Company Secretary (up to Februrary 27, 2015)
Minal Bhosale * Company Secretary
(with effect from June 01, 2015)
* Related party under Companies Act, 2013

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CRISIL Limited Annual Report 2015

31 Related Party Disclosure

(Rupees)
Name of the related party Nature of transaction Year Ended Year Ended
December 31, 2015 December 31, 2014
McGraw-Hill International (U.K) Limited Professional services 8,774,203 9,828,414
rendered
Amount receivable 2,208,012 2,246,741
McGraw-Hill Companies Canada Corp. Professional services 7,545,433 6,853,078
rendered
Amount receivable 361,754 -
Standard & Poor's Credit Market Services Professional services 359,565,472 351,152,366
Europe Limited rendered
Amount receivable 62,099,039 51,038,898
Standard & Poor’s Financial Services, LLC Professional services 980,393,157 891,785,399
rendered
Reimbursement of expenses 527,701 -
received
Subscription fees 1,863,395 470,017
Standard & Poor's Singapore Pte. Ltd. Professional services 43,601,424 38,692,309
rendered
Reimbursement of expenses 190,343 -
Amount receivable - 3,339,594
Standard & Poor's Hong Kong Limited Professional services 17,930,407 16,535,009
rendered
Amount receivable 1,532,013 1,394,481
Standard & Poor’s (Australia) Pty. Ltd. Professional services 27,092,701 25,736,359
rendered
Amount receivable 1,514,031 2,177,169
Standard & Poors Ratings Japan K.K. Professional services 8,561,484 -
rendered
Amount receivable 590,604 -
Standard & Poor's South Asia Services Professional services - 500,000
Private Limited rendered
Reimbursement of expenses 11,305,250 9,509,709
received
Amount receivable 2,438,343 1,775,227
Standard & Poors Ratings Services Reimbursement of expenses - 14,980
received
Amount receivable (net) - 16,832
S&P India, LLC Dividend 717,818,040 624,189,600
Share capital outstanding 31,209,480 31,209,480
Standard & Poor's International LLC, USA Dividend 138,000,000 120,000,000
Share capital outstanding 6,000,000 6,000,000
Sitting fees & commission to 80,000 340,000
nominee directors
McGraw-Hill Asian Holdings (Singapore) Pte. Dividend 244,330,357 212,461,180
Ltd. Share capital outstanding 10,623,059 10,623,059
McGraw Hill Financial, Inc. Reimbursement of expenses 14,357,988 6,952,551
received
Reimbursement of expenses - 33,362
Amount receivable (net) - 6,918,482
Asia Index Private Limited Reimbursement of expenses 53,699 -

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FINANCIAL STATEMENTS | STANDALONE

31 Related Party Disclosure (contd.)

(Rupees)
Name of the related party Nature of transaction Year Ended Year Ended
December 31, 2015 December 31, 2014
CRISIL Risk and Infrastructure Solutions Professional services 3,020,450 1,185,999
Limited rendered
Professional fees 476,000 10,804,832
Expenses recovered 37,220,411 43,472,460
Share of overhead expenses 45,298,162 44,151,957
received
Reimbursement of expenses 7,309,423 -
Amount receivable (net) 9,498,188 9,718,236
Investment outstanding 49,999,970 49,999,970
CRISIL Irevna UK Limited Professional services 1,867,624,947 1,602,255,629
rendered
Reimbursement of expenses 6,801,002 5,247,238
received
Reimbursement of expenses 5,120,489 -
Amount receivable (net) 386,552,267 353,388,813
Investment outstanding 1,139,027,822 1,139,027,822
Loan outstanding 1,402,365,125 1,693,479,324
Loan given - 203,080,000
Loan repaid 288,739,924 78,403,000
Interest income 76,329,277 82,266,631
Interest amount receivable 16,274,878 17,467,382
CRISIL Irevna US LLC Professional services 1,574,247,700 1,253,612,865
rendered
Amount receivable (net) 396,842,169 426,978,674
CRISIL Irevna Argentina, S.A. Investment outstanding 10,501,668 10,501,668
Professional fees 505,543,061 362,958,097
Amount payable (net) 30,618,395 36,684,799
CRISIL Irevna Poland Sp.zo.o Professional fees 40,969,382 113,735,152
Reimbursement of expenses 3,162,891 539,377
received
Amount payable - 10,071,721
Amount receivable 25,924,942 -
Pipal Research Analytics and Information Investment outstanding 111,292,051 111,292,051
Services India Private Limited Professional fees 265,059,622 282,439,508
Reimbursement of expenses 2,343,904 107,677
received
Reimbursement of expenses - 105,216
Share of overhead expenses 38,412,568 40,865,079
received
Rent recovered 17,965,604 15,918,707
Guarantee provide to bankers 179,703,000 121,800,000
Amount payable (net) 16,775,838 17,404,668
CRISIL Irevna Information & Technology Investment outstanding 22,544,743 22,544,743
(Hangzhou) Co. Limited Investment made during the - 8,061,056
year
Amount payable (net) 13,536,622 14,746,951
Professional fees 190,003,367 173,250,501
Reimbursement of expenses - 1,186,181
received
Advance recoverable 1,213,260 1,204,404

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CRISIL Limited Annual Report 2015

31 Related Party Disclosure (contd.)

(Rupees)
Name of the related party Nature of transaction Year Ended Year Ended
December 31, 2015 December 31, 2014
Coalition Development Systems (India) Investment outstanding 87,133,877 87,133,877
Private Limited Reimbursement of expenses 2,620,484 172,026
received
Amount receivable 520,852 -
Mercator Info-Services India Private Limited Investment outstanding 37,108,494 37,108,494
Reimbursement of expenses 12,223,153 297,789
received
Amount receivable 4,765,090 -
Coalition Development Singapore Pte Professional services 4,728,612 3,138,680
Limited Amount payable 268,277 260,156
JM Financial Asset Reconstruction Company Professional services 1,433,661 -
Private Limited rendered
Amount receivable 586,416 -
Glocal Healthcare Systems Private Limited Professional services 686,930 -
rendered
Reimbursement of expenses 30,000 -
received
Amount receivable - -
Care India Solutions for Sustainable Donation 1,063,816 -
Development
Roopa Kudva (up to April 30, 2015)* Remuneration** 18,594,106 48,825,577
Dividend 220,000 914,000
Options granted - 75,000
Perquisite on stock option (as 109,344,031 36,721,719
per Income Tax Act, 1961)
Ashu Suyash Remuneration 27,809,450 -
(with effect from June 01, 2015)* Options granted 71,507 -
Amish Mehta* Remuneration*** 24,904,484 8,453,642
Options granted - 33,000
Neelabja Chakrabarty Remuneration** 796,606 2,671,622
(up to Februrary 27, 2015)* Dividend - 3,000
Perquisite on stock option (as 154,007 458,550
per Income Tax Act, 1961)
Minal Bhosale Remuneration 4,364,075 -
(with effect from June 01, 2015)*

*As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining
to Key Management Personnel is not included above.
** Remuneration not comparable in view of cessation of employment during 2015.
*** Since Mr. Mehta joined on October 3, 2014, the remuneration for 2014 and 2015 are not comparable.

The Company has provided following loans and guarantees pursuant to Section 186 of the Companies Act, 2013:

Name of the entity Relation Amount Purpose for which the Particulars of loans and
Outstanding loan and guarantee are guarantees
Rupees to be utilised
CRISIL Irevna UK Limited 100% subsidiary 1,402,365,125 Acquisition Loan given by CRISIL to
CRISIL Irevna UK Limited
for financing acquisition
Pipal Research Analytics 100% subsidiary 179,703,000 Pipal has issued Bank Corporate guarantee from
and Information Services Guarantee to Income Tax CRISIL to Bank
India Private Limited Department

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FINANCIAL STATEMENTS | STANDALONE

32. Operating Lease

The Company has taken certain office premises on non-cancelable operating lease basis. Some of these agreements
have a price escalation clause. Details as regards payments and future commitments are as under :

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Lease Payment recognised in the Statement of Profit and Loss 353,374,896 355,154,400
Future Minimum Lease Payments :
Not later than One Year 375,024,572 393,980,173
Later than One Year & not later than Five Years 752,409,905 1,072,686,111
Later than Five Years 44,830,650 95,205,654
Total 1,172,265,127 1,561,871,938

33. Gratuity and other post-employment benefit plans

In accordance with the Payment of Gratuity Act, 1972 CRISIL provides for gratuity, a defined benefit retirement plan
covering eligible employees of the Company. The Gratuity Plan provides a lump-sum payment to vested employees at
retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary
and tenure of employment with the Group.

The following tables summarise the components of net benefit expense recognised in the Statement of Profit and Loss
and the funded status and amounts recognised in the Balance Sheet for the respective plans.

Statement of Profit and Loss:

Net employee benefit expense (recognised in Personnel expenses)
(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Current service cost 38,667,855 35,481,580
Interest cost on defined benefit obligation 16,376,703 15,264,180
Expected return on plan assets (8,987,500) (8,802,317)
Net actuarial (gain)/ loss recognised in the year 9,064,646 17,713,830
Net gratuity benefit expense 55,121,704 59,657,273

Balance Sheet:
Details of Provision for Gratuity Benefit
(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Present value of funded 234,964,000 201,897,000 162,622,860 150,986,640 118,386,100
obligations
Less : Fair value of plan (107,563,616) (99,247,000) (87,602,133) (78,806,061) (72,584,782)
assets
Net liability 127,400,384 102,650,000 75,020,727 72,180,579 45,801,318

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CRISIL Limited Annual Report 2015

Changes in the present value of the defined benefit obligation are as follows:
(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Opening defined benefit 201,897,000 162,622,860 150,986,640 118,386,100 108,091,000
obligation
Current service cost 38,667,855 35,481,580 34,505,570 28,630,960 26,330,470
Interest cost 16,376,703 15,264,180 12,996,350 9,679,000 8,494,560
Plan amendment cost - - - - (26,151,020)
Acquisition cost/(credit) - - (271,450) - -
Actuarial (gain)/loss 10,026,823 16,186,560 (13,242,500) 3,316,830 10,618,610
Benefits paid (32,004,381) (27,658,180) (22,351,750) (9,026,250) (8,997,520)
Closing defined benefit 234,964,000 201,897,000 162,622,860 150,986,640 118,386,100
obligation

Changes in the fair value of plan assets are as follows:

(Rupees)
Particulars Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Opening fair value of plan 99,247,000 87,602,133 78,806,061 72,584,782 51,130,570
assets
Expected return on plan 8,987,500 8,802,317 7,410,950 6,017,529 5,183,522
assets
Actuarial gain/ (loss) 962,177 (1,527,260) 1,041,330 (1,107,950) 1,056,890
Contribution by employer 30,371,320 32,027,990 22,979,812 10,337,950 24,211,320
Asset acquired on - - (284,270) - -
acquisition
Benefits paid (32,004,381) (27,658,180) (22,351,750) (9,026,250) (8,997,520)
Closing fair value of plan 107,563,616 99,247,000 87,602,133 78,806,061 72,584,782
assets

Details of experience adjustment on plan assets and liabilities are as follows :

(Rupees)
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
2015 2014 2013 2012 2011
Experience adjustment on 962,177 1,527,260 1,041,330 (1,107,950) 1,056,890
plan assets
Experience adjustment on (898,823) 9,780,440 (1,566,020) (396,720) (15,410,000)
plan liabilities

The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
(%)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Actual return on plan assets (Based on interest rate declared by the insurer 8.75% 8.75%
as at 31st March 2015/2014)

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FINANCIAL STATEMENTS | STANDALONE

The overall expected rate of return on assets is determined based on the market prices prevailing on that date,
applicable to the period over which the obligation is to be settled.

The principal assumptions used in determining Gratuity for the Company’s plans is as below:

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Discount rate 7.90% 8.10%
Estimated rate of return on plan assets 8.50% 8.50%
Expected employee turnover Service years Rates Ages Rates
Service < 5 20.00% Age : 20-44 6.50%
Service => 5 10.00% Age : 45-58 6.00%
Expected employer's contribution next year 38,500,000 35,000,000
(Rupees)

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and
other relevant factors, such as supply and demand in the employment market.

Broad category of plan assets as per percentage of total plan assets of the gratuity

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Government securities 52.24% 45.49%
Fixed deposit, debentures and bond 42.26% 49.06%
Others 5.50% 5.45%
Total 100.00% 100.00%

Based on information declared by the insurer as at 31st March 2015/2014

34. Details of unhedged foreign exposure

(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Currency Assets Liabilities Assets Liabilities
USD 567,664,648 20,712,575 547,728,055 27,056,633
GBP 2,965,315,842 377,599 3,225,481,235 628,524
EUR 95,040,803 221,647 90,981,222 207,512
Others 11,222,888 24,329,429 11,525,429 69,053,328
Total 3,639,244,181 45,641,250 3,875,715,941 96,945,997

35. The Company has a hedge programme in place to mitigate foreign exchange (forex) related risk. Accounting for revenue
hedge is done as per principles of AS 30 “Financial Instruments : Recognition and Measurement wherein mark to market
on forward contracts entered to hedge highly probable future transactions are routed through hedge reserve account.
Details of currency hedge and forward contract value are as under :

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
Hedged Currency Amount Amount in Amount Amount in
in foreign INR in foreign INR
currency currency
USD 38,547,800 2,654,392,345 31,658,000 2,079,242,287
GBP 9,210,520 960,628,986 10,211,160 1,097,814,237
EUR 4,526,400 342,785,848 4,233,880 368,419,357

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CRISIL Limited Annual Report 2015

36. In accordance with provisions of the Companies Act, 2013 and pursuant to the public announcement for buy back made
by the Company, the Company initiated a buy back of shares from the open market through stock exchanges. Details of
the buy back are as under :

Particulars Year Ended

December 31, 2015
Date of public announcement 23-Jun-15
Number of shares purchased 511,932
Face value of shares purchased 1
Consideration paid towards buy back 1,019,780,638
Share capital reduction (511,932)
Share premium utlised 982,795,506
General reserve utilised 36,985,132
Amount transferred to capital redemption reserve on extinguishment of share capital 511,932
1,019,780,638

37. Employee stock option scheme (“ESOS”)

The Company has formulated an ESOS based on which employees are granted options to acquire the equity shares of
the Company that vests in a graded manner. The options are granted at the closing market price prevailing on the stock
exchange, immediately prior to the date of grant. Details of the ESOS granted are as under :

Details Date of No. of Exercise Graded vesting period : Weighted

grant options price (Rs.) average
granted 1st Year 2nd Year 3rd Year price (Rs.)**
ESOP 2014 (1) 17-Apr-14 * 2,860,300 1,217.20 953,433 953,433 953,434 469.48
ESOP 2014 (2) 01-Jun-15 * 71,507 2,101.10 23,835 23,835 23,837 708.36
ESOP 2012 (1) 16-Apr-12 903,150 1,060.00 180,630 361,260 361,260 320.59
ESOP 2012 (2) 16-Apr-12 5,125 1,060.00 5,125 - - 230.97
ESOP 2012 (3) 14-Feb-14 123,000 1,119.85 24,600 49,200 49,200 334.20
ESOP 2011 (1) 14-Feb-11 1,161,000 579.88 232,200 464,400 464,400 185.21
ESOP 2011 (2) 14-Feb-11 23,750 579.88 23,750 - - 149.41
ESOP 2011 (3) 03-Oct-14 33,000 1,985.95 6,600 13,200 13,200 583.69
ESOP 2011 (4) 25-Feb-15 22,000 2,025.20 4,400 8,800 8,800 515.78

* At the end of 3rd, 4th & 5th year in equal tranches

**Weighted average price of options as per Black -Scholes Option Pricing model at the grant date.

The company had three schemes under which options have been granted in the past. Under ESOP 2011 and ESOP 2012
option vest over three years at each of the anniversaries. Under ESOP 2014 options vest over five years starting from third
anniversary of the grant. All options are exerciseable within two years from the date of vesting and are settled in equity on
exercise.
Particulars ESOP - 2011 ESOP - 2012 ESOP - 2014
Number of Wtd. avg. Number of Wtd. avg. Number of Wtd. avg.
options exercise options exercise options exercise
price (Rs.) price (Rs.) price (Rs.)
Outstanding at the beginning 76,863 1,183.56 464,682 1,070.30 2,577,250 1,217.20
of the period
Granted during the period 22,000 2,025.20 - N.A. 71,507 2,101.10
Forfeited during the period - N.A. 32,965 1,060.00 373,850 1,217.20
Exercised during the period 32,763 579.88 226,907 1,060.00 79,100 1,217.20
Expired during the period - N.A. - N.A. - N.A.
Outstanding at the end of the 66,100 1,762.90 204,810 1,083.38 2,195,807 1,245.98
period
Exercisable at the end of the 17,700 1,104.18 97,810 1,069.79 - N.A.
period

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FINANCIAL STATEMENTS | STANDALONE

Particulars Date Wtd. avg. exercise

price (Rs.)
Weighted average share price at the date of exercise. April 17, 2015 2,208.59
October 17, 2015 1,983.27

Particulars Range of exercise Wtd. avg. remaining

prices contractual life
Rupees
Range of exercise prices and weighted average remaining contractual life. 579.88 45 days
1,060 to 1,217.20 1,852 days
1,985.95 to 2,101.10 1,945 days

Share options granted during the period, the weighted average fair value of those options at the measurement date and
information on how that fair value was measured:

Variables Grant dates

Februrary 25, 2015 June 1, 2015
Stock price 2,025.20 2,090.90
Volatility 25.80% 27.43%
Riskfree rate 7.73% 7.82%
Exercise price (Rs.) 2,025.20 2,090.90
Expected life (Time to Maturity) 3.2 5.0
Dividend yield 1.57% 2.00%
Fair value per option (Rs.) 515.78 708.36

We have used Black-Scholes option pricing model for the purpose estimating fair value of the options granted during
the year.

Volatility: Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during
the period. The measure of volatility is used in the Black Scholes option-pricing model is the annualised standard
deviation of the continuously compounded rates of return on the stock over a period of time. We have considered the
daily historical volatility of the Company’s stock price on NSE over the expected life of each vest.

Riskfree rate: The risk-free rate being considered for the calculation is the interest rate applicable for a maturity equal to
the expected life of the options based on the zero-coupon yield curve for Government Securities.

Expected life of the options: Expected Life of the options is the period for which the Company expects the options
to be live. The minimum life of a stock option is the minimum period before which the options cannot be exercised
and the maximum life of the option is the maximum period after which the options cannot be exercised. We have
calculated expected life as the average of the minimum and maximum life of the options.

Dividend yield: Expected dividend yield has been calculated as an average of dividend yields for the Financial years
2014, 2013 and 2012. The dividend yield for the year is derived by dividing the dividend per share by the average price
per share of the respective period.

There were no modification made to the share based payment arrangement during the period.

The Company uses intrinsic value method to record compensation cost arising on account of grant made under
ESOS. The Company has not recorded any compensation cost as the grant has been given at 100% of the closing
market price immediately prior to the date of grant on the stock exchange which recorded highest trading volume.

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CRISIL Limited Annual Report 2015

Had the Company recorded the compensation cost on the basis of Fair Valuation method instead of intrinsic value
method, employee compensation cost would have been higher by Rs. 360,854,250 (P.Y. Rs. 284,857,244) and EPS
would have been as under :

Earnings per share : Nominal value of Re.1 per share : Year Ended Year Ended
December 31, 2015 December 31, 2014
Basic (Rupees) 26.10 26.36
Diluted (Rupees) 25.76 26.06

Cash inflow on exercise of options.

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
(Nos) Amount in (Nos) Amount in
Rupees Rupees
Exercised during the year 363,980 375,954,050 704,165 551,194,748

There are no cash settled plans implemented by the company and hence there is no further liability booked in the books.

The estimates of future cash inflow that may be received upon exercise of options.

Particulars Year Ended Year Ended

December 31, 2015 December 31, 2014
(Nos) Amount in (Nos) Amount in
Rupees Rupees
Not later than Two Year 931,129 1,138,037,385 496,345 526,272,806
Later than Two Year & not later than Five Years 1,535,588 1,936,317,951 2,622,450 3,199,078,440
Total 2,466,717 3,074,355,336 3,118,795 3,725,351,246

38. Earning Per Share

The following reflects the profit and share data used in the basic and diluted EPS computations:
(Rupees)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Net profit for calculation of basic/diluted EPS 2,220,076,625 2,155,132,833

(Nos.)
Particulars Year Ended Year Ended
December 31, 2015 December 31, 2014
Weighted average number of equity shares in calculating basic EPS 71,239,290 70,952,575
Effect of dilution:
Add : weighted average stock options granted under ESOP 930,975 808,102
Weighted average number of equity shares in calculating diluted EPS 72,170,265 71,760,677

(Rupees)
Earnings per share : Nominal value of Re.1 Year Ended Year Ended
December 31, 2015 December 31, 2014
Basic 31.16 30.37
Diluted (On account of ESOS, refer note 37) 30.76 30.03

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FINANCIAL STATEMENTS | STANDALONE

39. The Board of Directors, at their meeting held on October 17, 2015 , have approved the Scheme of Amalgamation for
amalgamating three wholly-owned Indian subsidiaries of the Company – Pipal Research Analytics and Information
Services India Private Limited, Mercator Info-Services India Private Limited and Coalition Development Systems (India)
Private Limited with the Company, pursuant to section 391-394 of the Companies Act 1956 and the corresponding sections
of the Companies Act 2013, subject to the necessary approvals and sanction by the Hon’ble Bombay High Court. The
Appointed Date of the said amalgamation is proposed to be 1st April 2016 .

40. Other expenses for the year ending 2015 include Rs. 41,402,075 (P.Y. Rs. 2,930,265) spent towards various schemes of
Corporate Social Responsibility (CSR) as prescribed under Section 135 of the Companies Act, 2013. The areas for CSR
activities are “empowerment of rural women” and “conservation of environment”. During the year funds were allocated and
utilised for these activities.

41. Previous year comparatives

Previous year’s figures have been regrouped where necessary to conform to current year’s classification.

For S.R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of CRISIL Limited
ICAI Firm Registration No.: 301003E
Chartered Accountants

per Jayesh Gandhi M. Damodaran H.N. Sinor Vinita Bali John F. Callahan Jr.
Partner Director Director Director Director
Membership No.: 037924

Date: February 09, 2016 Douglas L. Peterson Ashu Suyash Amish Mehta Minal Bhosale
Place: Mumbai Chairman Managing Director Chief Financial Officer Company Secretary
and Chief Executive Officer

Date: February 09, 2016

Place: Mumbai

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CRISIL Limited Annual Report 2015

Notice

NOTICE is hereby given that the Twenty-Ninth Annual General “RESOLVED THAT pursuant to the provisions of Section
Meeting of the members of CRISIL Ltd. (the Company) will be 139, 141, 142, and other applicable provisions, if any, of
held on Tuesday, April 19, 2016 at 3.30 p.m. at Rangaswar the Companies Act, 2013, and the Companies (Audit and
Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Auditors) Rules, 2014, including any modification, variation
Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, or re-enactment thereof, the appointment of S. R. Batliboi &
Mumbai 400 021 to transact the following business: Co. LLP, Chartered Accountants (Firm Reg. No. 301003E),
as Statutory Auditors of the Company be and is hereby
ratified, to hold office from the conclusion of this Meeting until
ORDINARY BUSINESS: the conclusion of the next Annual General Meeting of the
Company and that the Board of Directors of the Company
1. Adoption of Financial Statements
and the Audit Committee of the Company be and are hereby
To receive, consider and adopt the audited financial authorised to fix their remuneration for the said period and
statement of the Company, including the audited Balance permit reimbursement of actual out of pocket expenses, as
Sheet as at December 31, 2015, the statement of Profit may be incurred in the performance of their duties.”
and Loss for the year ended on that date, together with
the report of the Board of Directors and the Auditors SPECIAL BUSINESS:
thereon and the consolidated audited financial statement
5. Appointment of Mr. John Francis Callahan Jr.
of the Company for the financial year ended December as a Non-Executive Director, liable to retire by
31, 2015. rotation

2. Declaration of dividend To consider, and if thought fit, to pass the following resolution,
as an Ordinary Resolution:
To declare final dividend of Rs. 7 and special dividend of
Rs. 3, per equity share of face value Re. 1 each of the “RESOLVED THAT Mr. John Francis Callahan Jr. (DIN
Company and, to approve and confirm the declaration and 07314618), who was appointed as an Additional Director of
payment of three interim dividends aggregating Rs. 13 per the Company with effect from October 18, 2015, by the Board
equity share for the year ended December 31, 2015. of Directors of the Company pursuant to Section 161(1) of the
Companies Act, 2013 and the Articles of Association of the
3. Re-appointment of Mr. Yann Le Pallec
Company and in respect of whom, the Company has received
To appoint a Director in place of Mr. Yann Le Pallec (DIN a notice in writing under Section 160 of the Companies Act,
05173118), who retires by rotation and being eligible, seeks 2013 from a member proposing his candidature for the office
re-appointment. of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”
4. Ratification of the appointment of Statutory
Auditors

To ratify the appointment of S. R. Batliboi & Co. LLP (Firm Reg. By order of the Board
No. 301003E), Chartered Accountants, as Statutory Auditors For CRISIL Ltd.
of the Company, and to authorise the Audit Committee and
the Board of Directors to fix their remuneration, and for this Minal Bhosale
purpose, to pass the following resolution, as an Ordinary Company Secretary
Resolution: Mumbai, February 9, 2016 ACS 12999

200
NOTICE

NOTES:

1 A MEMBER ENTITLED TO ATTEND AND VOTE AT inclusive), for determining the names of members
THE MEETING IS ENTITLED TO APPOINT A PROXY eligible for dividend on equity shares, if declared at the
TO ATTEND AND VOTE ON A POLL INSTEAD OF Annual General Meeting.
HIMSELF / HERSELF AND, A PROXY NEED NOT BE
5. Dividend as recommended by the Board of Directors, if
A MEMBER OF THE COMPANY.
declared at the Annual General Meeting, shall be paid
The instrument appointing the Proxy, duly completed, on May 6, 2016:
stamped and signed, should reach the registered
(i) to those Members whose names appear on the
office of the Company not less than forty-eight hours
Register of Members of the Company after giving
before the time of the Annual General Meeting.
effect to all valid transfers in physical form lodged
Members are requested to note that a person can act with the Company and its Registrar and Transfer
as a proxy on behalf of members not exceeding fifty Agents before Wednesday, March 9, 2016; and,
or such number of members holding in the aggregate
(ii) In respect of shares held in electronic form, on the
not more than ten percent of the total share capital of
basis of beneficial ownership as per the details
the Company carrying voting rights. In case a proxy
furnished by National Securities Depository Ltd.
is proposed to be appointed by a member holding
(NSDL) and Central Depository Services (India)
more than ten percent of the total share capital of the
Ltd. (CDSL) at the close of business hours on
Company carrying voting rights, then such proxy shall
Wednesday, March 9, 2016.
not act as a proxy for any other person or shareholder.
6. Members are requested to note that the Company’s shares
A proxy shall not have a right to speak at the Annual
are under compulsory electronic trading for all investors.
General Meeting. However, in case a member has not
Members are, therefore, requested to dematerialise their
voted through the remote e-voting facility, the proxy
shareholding to avoid inconvenience. Members whose
may be entitled to vote through e-poll made available
shares are in electronic mode are requested to inform
at the venue of the Annual General Meeting.
change of address and updates of bank account(s) to
2. Members / proxies should bring the duly filled Attendance their respective Depository Participants. Members are
Slip at the Annual General Meeting. Corporate members encouraged to use the Electronic Clearing Service (ECS)
are requested to send a duly certified copy of the Board for receiving dividends. Members desirous of availing
resolution authorising their representative(s) to attend ECS facility for payment of dividend may download the
and vote on their behalf at the Meeting. required ECS mandate form from the website of the
Company, www.crisil.com.
3. The statement setting out details relating to the special
business to be transacted at the Annual General 7. Pursuant to the provisions of Sections 205A(5) and 205C
Meeting, pursuant to Section 102(1) of the Companies of the Companies Act, 1956, the Company has transferred
Act, 2013 is annexed hereto. In terms of the provisions the unclaimed or un-encashed dividends paid up to the
of Section 107 of the Companies Act, 2013, since the year 2008 to the Investor Education and Protection
resolutions as set out in this notice are being conducted Fund (IEPF) established by the Central Government.
through e-voting, the said resolutions will not be decided The Company transfers the unclaimed or un-encashed
on a show of hands at the Annual General Meeting. dividend to IEPF after the expiry of seven years from the
date of transfer to unpaid dividend account.
4. 
The Register of Members and share transfer books
of the Company will remain closed from Thursday, Members who have a valid claim to any unclaimed
March 10, 2016 to Friday, March 11, 2016 (both days dividends which are not yet transferred, may claim the

201
CRISIL Limited Annual Report 2015

same from the Company immediately. The detailed purposes or are obtained directly from the members,
dividend history and due dates for transfer to IEPF are as per Section 136 of the Companies Act, 2013, and
available on website of the Company, www.crisil.com and Rule 11 of the Company (Accounts) Rules, 2014. For
is also published in this Annual Report under the section other members, who have not registered their email
titled, ‘Report on Corporate Governance’. Further, addresses, the Annual Report has been sent at their
pursuant to the provisions of the Investor Education and registered postal address. If any member wishes to get
Protection Fund (Uploading of Information regarding a duly printed copy of the Annual Report, the Company
Unpaid and Unclaimed amounts lying with Companies) will send the same, free of cost, upon receipt of request
Rules, 2012, the Company has uploaded the details of from the member. Members who have not registered
unpaid and unclaimed amounts lying with the Company their email addresses so far are requested to
as on April 17, 2015, i.e., the date of last Annual General register them for receiving all communication
Meeting, in respect of dividends paid since 2009 up to including Annual Report and other notices from the
financial year 2014, on the website of the Company Company electronically.
and also filed the same with the Ministry of Corporate
The Annual Report of the Company is also available on
Affairs.
the website of the Company, www.crisil.com, and on
Also, pursuant to Section 124(2) of the Companies Act, the website of respective Stock Exchanges where the
2013, the Company has uploaded details of unpaid and equity shares of the Company are listed, www.bseindia.
unclaimed amounts lying with the Company in respect com and www.nseindia.com. As per Section 136(1), the
of dividends declared in the financial year 2015, on the physical copies of the aforesaid documents will also
website of the Company. be available at the Company’s Registered Office for
inspection during normal business hours on all working
8. The certificate from the Statutory Auditors of the
days, excluding Saturdays.
Company certifying that the Company’s Employee
Stock Option Scheme – 2011, Employee Stock Option 11. 
Brief resume of all Directors including those
Scheme – 2012 and Employee Stock Option Scheme proposed to be appointed / re-appointed, nature of
– 2014 are being implemented in accordance with their expertise in specific functional areas, names
the Securities and Exchange Board of India (Share of companies in which they hold directorships and
Based Employee Benefits) Regulations, 2014, and in memberships / chairmanships of Board Committees,
accordance with the resolutions passed by the members shareholding and relationships between directors
of the Company, will be available for inspection by the inter se as stipulated under Regulation 34(3) read
members at the Annual General Meeting. with Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
9. The Securities and Exchange Board of India (SEBI)
Requirements) Regulations, 2015 is appended. The
has mandated the submission of Permanent Account
Company is in receipt of relevant disclosures from
Number (PAN) by every participant in securities
the Directors pertaining to their appointment / re-
market. Members holding shares in electronic form
appointment.
are, therefore, requested to submit the PAN to their
Depository Participants with whom they are maintaining 12. 
Register of Directors and Key Managerial Personnel
their demat accounts. Members holding shares in and their shareholding maintained under Section 170
physical form can submit their PAN details to the of Companies Act, 2013 and Register of Contracts
Company or to the Registrar and Share Transfer Agent. or arrangements in which directors are interested
maintained under Section 189 of the Companies Act,
10. In accordance with Section 101 of the Companies Act,
2013 will be available for inspection by the members at
2013 read with Rule 18 of the Companies (Management
the Annual General Meeting.
and Administration) Rules, 2014, the Annual Report of
the Company for the financial year 2015, including the 13. 
All the documents referred to in the Notice and
Notice convening the Annual General Meeting, has Explanatory Statement will be available for inspection
been emailed to the members whose email addresses by the Members at the Registered Office of the
are available with the depositories for communication Company during normal business hours on all working

202
NOTICE

days (excluding Saturdays) from the date hereof up to iv) After entering these details appropriately, click on
the date of the Meeting. ‘LOGIN’.

14. Members, desiring any information relating to the accounts, v) Members holding shares in demat / physical form
are requested to write to the Company at an early date will now reach password change menu wherein
so as to enable the management to keep the information they are required to mandatorily change their login
ready for responding at the Annual General Meeting. password in the new password field. The new
password has to be minimum eight characters
15. Pursuant to Section 108 of the Companies Act, 2013,
consisting of at least one upper case (A-Z), one
read with Rule 20 of the Companies (Management
lower case (a-z), one numeric value (0-9) and a
and Administration) Rules, 2014 and Regulation 44 of
special character. Kindly note that this password
the Securities and Exchange Board of India (Listing
can be used by the demat holders for voting for
Obligations and Disclosure Requirements) Regulations,
resolution of any other company on which they
2015, the Company is pleased to provide e-voting
are eligible to vote, provided that company opts
facility to the Members of the Company so as to facilitate
for e-voting through Karvy Computershare Pvt.
them to cast their vote on all resolutions set forth in this
Ltd. e-voting platform. System will prompt you to
notice electronically, through e-voting services provided
change your password and update any contact
by Karvy Computershare Pvt. Ltd. The instructions for
details like mobile number, email ID etc., on first
e-voting are as under:
login. You may also enter the secret question and
i) Open your web browser during the voting period answer of your choice to retrieve your password
and navigate to https://evoting.karvy.com. in case you forget it. It is strongly recommended
ii) Enter the login credentials (i.e., user-id & password) not to share your password with any other person
mentioned on the Postal Ballot Form. Your folio / and take utmost care to keep your password
DP ID - Client ID will be your User ID. confidential.

User – ID For Members holding shares in demat form: vi) You need to login again with the new credentials.
a) For NSDL: 8-character DP ID followed vii) 
On successful login, the system will prompt to
by 8-digit Client ID select the ‘Event’ i.e., ‘Company Name’.
b) For CDSL: 16-digit beneficiary ID
viii) If you are holding shares in demat form and had
For Members holding shares in physical form:
logged on to https://evoting.karvy.com and cast
Event number, followed by Folio Number
your vote earlier for any company, then your
registered with the Company
existing login id and password are to be used.
Password Your unique password is printed on the form /
forwarded via email through the electronic notice ix) On the voting page, you will see Resolution
Captcha Enter the verification code i.e., please enter description and against the same the option ‘FOR /
the alphabets and numbers in the exact way AGAINST / ABSTAIN’ for voting. Enter the number
as they are displayed for security reasons. of shares (which represents number of votes)

iii) 
The e-voting period shall commence on Friday, under ‘FOR / AGAINST / ABSTAIN’ or alternatively,

April 15, 2016, at 10:00 a.m. and end on Monday, you may partially enter any number in ‘FOR’ and

April 18, 2016, at 5:00 p.m. Members, holding partially in ‘AGAINST’, but the total number in ‘FOR

shares either in dematerialised form or physical / AGAINST’ taken together should not exceed your

form as on cut-off date, Wednesday, April 13, total shareholding. If you do not want to cast your

2016, may cast their vote electronically during vote, select ‘ABSTAIN’.

this period. The remote e-voting module shall be x) After selecting the resolution you have decided
disabled at 5.00 p.m. on April 18, 2016. Once the to vote on, click on ‘SUBMIT’. A confirmation box
vote on a resolution is cast by a Member, he/she will be displayed. If you wish to confirm your vote,
shall not be allowed to change it subsequently or click on ‘OK’, else to change your vote, click on
cast the vote again. ‘CANCEL’ and accordingly, modify your vote.

203
CRISIL Limited Annual Report 2015

xi) Once you ‘CONFIRM’ your vote on the resolution, employment of the Company and make a Scrutiniser’s
you will not be allowed to modify your vote. Report of the votes cast in favour or against, if any,
forthwith to the Chairman of the Company or to any other
xii) Corporate / Institutional Members (Corporate /
person authorised by the Chairman in this regard.
Fls / Flls / Trusts / Mutual Funds / Banks, etc.) are
required to send scan (PDF format) of the relevant 19. The results of e-voting and voting at the meeting, if any,
Board resolution to the Scrutiniser through e-mail on resolutions shall be aggregated and declared on
to [email protected] with copy to or after the Annual General Meeting of the Company
[email protected]. The file scanned image of the and, the resolutions will be deemed to be passed on the
Board resolution should be in the naming format Annual General Meeting date, subject to receipt of the
‘Corporate Name_ Event number’. requisite numbers of votes in favour of the resolutions.

xiii) If you are already registered with Karvy 20. The results declared, along with the Scrutiniser’s Report,
Computershare Pvt. Ltd. for e-voting, then you shall be placed on the Company’s website, www.crisil.
can use your existing user ID and password for com and on the website of Karvy Computershare Pvt.
casting your vote. You can also update your mobile Ltd. within two working days of passing of the resolutions
number and e-mail id in the user profile details of at the Annual General Meeting of the Company and
the folio which may be used for sending future communicated to the Stock Exchanges where the
communication(s). shares of the Company are listed – the National Stock
Exchange of India Ltd. and BSE Ltd.
xiv) Please contact Karvy Computershare Pvt. Ltd.’s
toll-free number 1-800-34-54-001 for any further 21. 
The route map of the venue of the Annual General

clarifications. Meeting is appended to this Notice. The prominent land

mark near the venue is Mantralaya.
16. 
The voting rights of the shareholders shall be in
22. 
Pursuant to the Securities and Exchange Board
proportion to their share of the paid-up equity share
of India (Listing Obligations and Disclosure
capital of the Company as on Wednesday, April 13,
Requirements) Regulations, 2015, the following
2016 (‘cut-off date’). Any person who acquires shares
information is furnished about the directors
of the Company after despatch of this Notice and holds
proposed to be appointed / re-appointed:
shares as of the cut-off date i.e., as on April 13, 2016,
may obtain login ID and password by sending a request 1. Mr. Yann Le Pallec:
to [email protected] with a copy to investors@crisil.
Mr. Yann Le Pallec, (age 47 years), retires by rotation and
com by mentioning her / his folio number or DP ID and
being eligible, seeks re-appointment. He was first appointed
Client ID. However, if you are already registered with
on the Board of CRISIL Limited on February 17, 2012. Yann
Karvy for e-voting, you can use your existing User ID
Le Pallec is Global Practice Leader for Corporates and
and password for casting your vote.
Infrastructure and Executive Managing Director, Standard &
17. The Members who have not cast their vote by remote Poors’ (S&P) Ratings Services in EMEA. He is a member
e-voting can exercise their voting rights at the Annual of S&P’s Ratings Services Executive Committee. Based in
General Meeting. The Company will make arrangements Paris, Mr. Le Pallec leads a team of over 800 ratings analysts
for voting at the venue of the Annual General Meeting. and support staff operating from 12 global offices.
Members who have cast their vote by remote e-voting Before his current role, Mr. Le Pallec occupied various
prior to the meeting may also attend the meeting, but managerial and analytical positions at S&P, including Head
shall not be entitled to cast their vote again. of EMEA Corporate and Government Ratings, Regional
18. Dr. K. R. Chandratre, Company Secretary in Practice, has Practice Leader for EMEA Sovereign, International Public
been appointed as Scrutiniser for scrutinising the e-voting Finance and Insurance Ratings, and Regional Practice
process in a fair and transparent manner. The Scrutiniser Leader for EMEA Insurance Ratings.
shall, within a period not exceeding two working days Mr. Yann Le Pallec is also a director of Company’s wholly
from the conclusion of the e-voting period, unblock the owned subsidiary, CRISIL Risk and Infrastructure Solutions
votes in the presence of at least two witnesses not in the Limited. He is the member of the Stakeholders’ Relationship

204
NOTICE

Committee of CRISIL Ltd. and a member of the Corporate Social Chairman or commission that may be approved by
Responsibility Committee of CRISIL Risk and Infrastructure the Board of Directors and / or the Nomination and
Solutions Ltd. He does not hold any share in the Company Remuneration Committee of the Company, from time
and is not related to any Director or Key Managerial Personnel to time. He does not hold any share in the Company
of the Company in any way. Mr. Yann Le Pallec will not be paid and is not related to any Director or Key Managerial
any remuneration other than sitting fee for attending meetings Personnel of the Company in any way. The details of
of the Board and Committees thereof of which he is a member Mr. Callahan’s attendance of the Board and the Committee
/ Chairman or commission that may be approved by the meetings have been given elsewhere in this Annual Report.
Board of Directors and / or the Nomination and Remuneration
Committee of the Company, from time to time. The details of EXPLANATORY STATEMENT UNDER
Mr. Yann Le Pallec’s attendance of the Board and the SECTION 102 OF THE COMPANIES ACT,
Committee meetings have been given elsewhere in this 2013:
Annual Report. Item No. 5:

The Board considers it in the interest of the Company to Mr. John Francis Callahan Jr. who has been appointed as an
re-appoint Mr. Yann Le Pallec as a Director. None of the Additional Director of the Company under Section 161(1) of
Directors and Key Managerial Personnel of the Company the Companies Act, 2013 effective October 18, 2015, holds
or their relatives, except Mr. Yann Le Pallec, is in any way, office up to the date of this Annual General Meeting, and is
interested or concerned in this resolution. eligible for appointment as Director as provided under Article

2. Mr. John Francis Callahan Jr.: 129 of the Articles of Association of the Company.

Mr. John Francis Callahan Jr. (age 57 years) is Executive The Company has received notice under Section 160 of the

Vice President and Chief Financial Officer for McGraw Hill Companies Act, 2013 from a member signifying her intention

Financial since December 2010. In addition, he is also to propose the candidature of Mr. John Francis Callahan Jr.

responsible for managing Investor Relations, Strategy and for the office of Director.

Corporate Development. He was appointed as an Additional A brief resume of Mr. John Francis Callahan Jr. and other
Director of CRISIL Ltd. with effect from October 18, 2015. details, as required to be given pursuant to Regulation

Mr. Callahan was the Executive Vice President and Chief 36(3) of the Securities and Exchange Board of India (Listing

Financial Officer of Dean Foods Company from 2006 to 2010. Obligations and Disclosure Requirements) Regulations,

Previously, he spent a decade with PepsiCo as the Senior Vice 2015, has been given elsewhere in this Notice.

President of Corporate Strategy and Development for PepsiCo, Mr. John Francis Callahan Jr. is not a director of any other public
Chief Financial Officer for Frito Lay International, and Senior limited company in India. He is a member of the Audit Committee
Vice President of Strategy and Planning at Frito Lay North and the Investment Committee of CRISIL. He does not hold any
America. Before joining PepsiCo, he held various positions at share in the Company and is not related to any Director or Key
The General Electric Company and McKinsey & Company. Managerial Personnel of the Company in any way.

Mr. Callahan served as a member of the Board of Directors The Board of Directors considers it in the interest of the
of Metro PCS from 2008-2013 until its merger with T-Mobile Company to appoint Mr. John Francis Callahan Jr. as a Director.
US. He was a member of the Audit Committee.
None of the Directors and Key Managerial Personnel of the
Mr. Callahan holds an undergraduate degree from Yale Company or their relatives, except Mr. John Francis Callahan
University and an MBA from The Amos Tuck School at Jr. is in any way, interested or concerned in this resolution.
Dartmouth College.

Mr. Callahan has been inducted as a member of the Audit By order of the Board
Committee and the Investment Committee of the Board of For CRISIL Ltd.
Directors of CRISIL Ltd. with effect from October 18, 2015.

Mr. Callahan will not be paid any remuneration other Minal Bhosale
than sitting fee for attending meetings of the Board Company Secretary
and Committees thereof of which he is a member / Mumbai, February 9, 2016 ACS 12999

205
 Route map to the venue of the annual general meeting
CRISIL Limited
Annual Report 2015

206
Rangaswar Hall, 4th Floor,
Yashwantrao Chavan Pratishthan,
General Janannathrao Bhonsle Marg,
Mumbai - 400 021
 STATUTORY REPORTS | DIRECTORS’ REPORT

CRISIL Ltd.
CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076
Corporate Identification Number (CIN) : L67120MH1987PLC042363
Tel.: 022-3342 3000 Fax: 022-3342 3810
Website : www.crisil.com; e-mail: [email protected]

Form No. MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013, and Rule 19(3) of the
Companies (Management and Administration) Rules, 2014]

FORM OF PROXY

Name of member(s) : ....................................................................................................................................................................

&

Registered address : .....................................................................................................................................................................

Email ID : ......................................................................................................................................................................................
Folio Number/ DP ID- Client ID : ...................................................................................................................................................

I / We, being the Member(s) holding ............................... shares of CRISIL Ltd., hereby appoint :

1. Name : ..................................................................................................................................................................................
Address : ...............................................................................................................................................................................
Email ID : ...............................................................................................................................................................................

Signature : ..........................................., or failing him / her

2. Name : ..................................................................................................................................................................................
Address : ...............................................................................................................................................................................
Email ID : ...............................................................................................................................................................................

Signature : ..........................................., or failing him / her

3. Name : ..................................................................................................................................................................................
Address : ...............................................................................................................................................................................
Email ID : ...............................................................................................................................................................................

Signature : ...........................................,

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the TWENTY NINTH ANNUAL GENERAL
MEETING of CRISIL Ltd. to be held on Tuesday, April 19, 2016, at 3.30 p.m. at Rangaswar Hall, 4th floor, Yashwantrao Chavan
Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai 400 021 and at any adjournment(s)
thereof, in respect of such resolutions as are indicated below:

ORDINARY BUSINESS:
1. Adoption of financial statements
2. Declaration of dividend
3. Re-appointment of Mr. Yann Le Pallec
4. Ratification of the appointment of Statutory Auditors

SPECIAL BUSINESS:
&

5. Appointment of Mr. John Francis Callahan Jr. as a Non-Executive Director, liable to retire by rotation

Signed this ........................................................ day of ................................................., 2016

Affix
Re. 1
Signature of Shareholder : ……………………………………………….................………
Revenue
Stamp
Signature of Proxy holder(s) : …………………………………………................……......

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the
Company, not less than 48 hours before the commencement of the meeting. The Proxyholder may vote through e-poll made
available at the venue of the Meeting either for or against each resolution, in case the member has not voted through the
remote e-voting facility.

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CRISIL Limited Annual Report 2015

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208
Office locations

Registered Office Hyderabad EUROPE

CRISIL House, Uma Chambers, 3rd Floor, London
Central Avenue, Plot No. 9 & 10, Nagarjuna Hills, CRISIL Irevna UK Limited
Hiranandani Business Park, Near Punjagutta Cross Road, St. Clement’s House,
Powai, Mumbai 400 076, India Hyderabad 500 082 27-28 Clement’s Lane,
Phone : +91 22 3342 3000 Phone : +91 40 2335 8103 - 05 London EC4N 7AE,
Fax : +91 22 3342 3001 Fax : +91 40 2335 7507 Phone : +44 870 333 6336
Fax : +44 020 7156 5001
ASIA PACIFIC Mumbai
INDIA Coalition Development Systems (I) Private Coalition Development Limited
Ahmedabad Limited 1st Floor, One Newhams Row,
Unit No. 706, 7th Floor, Unit 2, 5th Floor, Building 5 and 6, London, SE 1 3UZ
Venus Atlantis, Prahladnagar, Mindspace SEZ, Thane-Belapur Road, Phone : +44 020 7234 0312
Satellite, Ahmedabad 380 015 Airoli, Navi Mumbai 400 708 Fax : +44 020 7309 3801
Phone : +91 79 4024 4500 Phone : +91 22 3911 6400 / 4151 6764
Fax : +91 79 4024 4520 Fax : +91 22 6673 3721 Poland
CRISIL Irevna Poland Sp Zo.o.
Bengaluru Mercator Info-Services India Private Limited Renaissance Business Centre,
W - 101, 1st floor, Sunrise Chambers, Unit 2A, 5th Floor, Building 5 and 6, 6th Floor, ul. Swietego Mikolaja 7,
22, Ulsoor Road, Mindspace SEZ, Thane-Belapur Road, 50-125 Wroclaw, Polska
Bengaluru 560 042 Airoli, Navi Mumbai 400 708 Phone : +48 78 550 0945
Phone : +91 80 4244 5399 Phone : +91 22 3911 6400 / 4151 6764 Fax : +48 71 323 2677
Fax : +91 80 4244 5300 Fax : +91 22 6673 3721
NORTH AMERICA
Chennai Mumbai SEZ New York
Thapar House, Mezzanine Floor, Unit no. 104 & 201, CRISIL Irevna US LLC
No. 37 Montieth Road, Kensington, A wing, IT/ITES-SEZ, 880, Third Ave,
Egmore, Chennai 600 008 Hiranandani Business Park, 12th Floor,
Phone : +91 44 6656 3100 / +91 44 4905 3100 Powai, Mumbai 400 076 New York, NY 10022
Fax : +91 44 2854 7531/ +91 44 6656 3160 Phone : +91 22 4047 2100 Phone: +1 646 292 3520
Fax : +91 22 4047 2045 Fax: +1 646 292 3521
3rd & 7th Floors, Tower-II,
TVH -Beliciaa Towers, Block No.94, CHINA Coalition Development Ltd.
MRC Nagar, Chennai 600 028 Hangzhou 52nd Floor, Suite 5250,
Phone : +91 44 4226 3400 / +91 44 4041 6100 CRISIL Irevna Information & Technology Empire State Building,
Fax : +91 44 4226 3520 (Hangzhou) Co. Ltd. 350 Fifth Avenue,
Room 1606, 16th floor, Hengxin Mansion, New York, NY 10118
Kolkata Jiangnan Avenue 588, Hangzhou Phone: +1 646 741 4992
3rd floor, Convergence Building, Phone: +86 571 8106 9801
Sector 5, Saltlake City, Fax: +86 571 8106 9802 San Mateo
Kolkata 700 071 CRISIL Irevna US LLC
Phone : +91 33 4011 8200 SINGAPORE 951 Mariners Island Blvd.,
CRISIL Global Research & Analytics Suite 300, San Mateo,
Pune Level 30, Six Battery Road, California 94404
Flagship Infrastructure Pvt. Ltd. Singapore 049909 Phone: +1 650 378 1490
Building No. IT 3, 1st Floor, Phone: +65 6322 0874
NTPL SEZ, Survey No. 154/6, SOUTH AMERICA
Rajiv Gandhi Infotech Park, Coalition Development Singapore Pte. Ltd. Argentina
Phase - I, Hinjewadi, 60 Robinson Road, # 11-01, BEA Building, CRISIL Irevna Argentina S. A.
Pune 411 057 Singapore 068892 Avenida del Libertador 174, 10th floor,
Phone : +91 20 4200 8000 Phone: +65 6222 1845 / 6227 6123 / Vicente Lopez, B1638BGF,
Fax : +91 20 4200 8010 6227 7180 Provincia de Buenos Aires, Argentina
Fax: +65 6227 5010 / 6227 2061 Phone : +54 11 4837 7600
1187/17, Ghole Road, Fax : +54 11 4837 7667
Shivaji Nagar, Pune 411 005 HONG KONG
Phone : +91 20 4018 1900 CRISIL Global Research & Analytics CRISIL Irevna Argentina S.A.
Fax : +91 20 4018 1930 Level 19, Two International Finance Centre, Presidente Hipólito Yrigoyen 571,
8 Finance Street, Central, Hong Kong Vicente Lopez, B1638AIE,
Gurgaon Phone: +852 3101 7434 Provincia de Buenos Aires, Argentina
Plot No. 46, Sector 44, Phone : +54 11 4718 5100
Opp PF Office, Gurgaon 122 003
Haryana
Phone : +91 0124 672 2000

209
CRISIL Limited Annual Report 2015

Notes

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Notes

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CRISIL Limited Annual Report 2015

Notes

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 CRISIL Limited
CRISIL House, Central Avenue, Hiranandani Business Park,
Powai, Mumbai - 400076. India.
Phone: +91 22 3342 3000
www.crisil.com | www.standardandpoors.com

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