Professional Documents
Culture Documents
To be the pre-eminent opinion maker on credit quality, business, industry, economy and capital market issues by pursuing highest standards of analytical rigour, maintaining objectivity and independence and by proactively innovating new products and services and by anticipating markets needs, to aid investment of any nature in India in a credible, objective and analytically sound manner. To be the most respected advisor on a range of policy, commercial and risk issues by providing meaningful, effective and comprehensive solutions, leveraging on contemporary knowledge, expertise garnered out of experience and driving excellence in delivery capability. To become the most preferred employer in the financial services domain in India, by pursuing best employment practices transparently and justly, by providing engaging work and self development opportunities, and by pursuing a progressive and satisfying remuneration policy. To enhance shareholder value by fostering accelerated revenue growth, by containing operating costs, seeking to earn returns on capital available with the Company at a rate higher than benchmark returns available to the shareholders. To acquire global positioning by serving an expanded marketplace to global quality standards while remaining a cost efficient service provider.
Document Guide
Board of Directors ................................................................................................................. 02 Board Committees / Senior Management ................................................................................ 03 Directors Report .................................................................................................................... 06 Management Discussion & Analysis Report ............................................................................. 18 Corporate Governance Report ................................................................................................. 28 Crisil - Ten Year Highlights ..................................................................................................... 42 Information for Shareholders ................................................................................................. 43 Auditors Report .................................................................................................................... 48 Balance Sheet, Revenue Account and Schedules ...................................................................... 50 Notes to the Accounts ............................................................................................................ 57 Cash Flow Statement ............................................................................................................. 62 Statement Pursuant to Section 212 of the Companies Act,1956 .............................................. 64 Balance Sheet Abstract and Companys General Business Profile .............................................. 65 Consolidated Accounts ........................................................................................................... 66
Board of Directors
Mr. B.V. Bhargava Mr. A. V. Rajwade Dr. S. A. Dave Mr. B. R. Shah Mr. M. G. Bhide Ms. Rama Bijapurkar Dr. Bala V. Balachandran Mr. Edward Emmer Mr. R. Ravimohan Mr. Hemant Y. Joshi Ms. Roopa Kudva Alternate Ms. Cecile Saavedra Managing Director Executive Director Executive Director and Chief Rating Officer Chairman
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Report 15th Annual 2001 - 2002 Executive Committee B.V. Bhargava, Chairman A. V. Rajwade M. G. Bhide R. Ravimohan Hemant Y. Joshi Roopa Kudva Compensation Committee B. V. Bhargava, Chairman Dr. S. A. Dave B. R. Shah Auditors S.B. Billimoria & Co. Bankers ICICI Bank Ltd. Andhra Bank Investment Committee B. V. Bhargava, Chairman A. V. Rajwade M. G. Bhide R. Ravimohan Hemant Y. Joshi Management Committee R. Ravimohan Hemant Y. Joshi Roopa Kudva Solicitors Wadia Ghandy & Co Share Transfer Agents Karvy Consultants Ltd. Karvy House, 21, Avenue-4, Street No.1, Banjara Hills, Hyderabad 500 034. Investors Grievance Committee B. R. Shah, Chairman R. Ravimohan Hemant Y. Joshi
Audit Committee B. R. Shah, Chairman Dr. S. A. Dave M. G. Bhide Company Secretary Shrikant Dev Registered Office CRISIL House, 121-122,Andheri-Kurla Road, Andheri (East), Mumbai 400 093
Facilitating Services
Murali Aiyer Director - Human Resources Sudesh Puthran Chief Technology Officer
5 3
DIRECTORS REPORT
To the Members,
Your Directors present the Fifteenth Annual Report of the Company with the Audited Accounts for the financial year ended March 31, 2002.
Performance
A summary of your Companys financial performance is given below : Year ended March 31, 2002 (Rs. lacs) Total Income for the year was Profit before depreciation and taxes was Deducting therefrom depreciation of Profit before tax was Deducting therefrom taxes of Profit after tax was The proposed appropriations are :Dividend Corporate Dividend Tax General Reserve Balance carried forward 403.00 -800.00 442.73 341.00 34.78 800.00 337.98 6929.46 3563.52 701.25 2862.26 1554.51 1307.75 Year ended March 31, 2001 (Rs. lacs) 5153.72 1876.60 538.16 1338.44 372.00 966.44
Dividend
The Directors recommend for approval of the shareholders at the Annual General Meeting to be held on August 2, 2002, payment of 65% dividend for the year under review (previous year 55%).
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Grading of healthcare institutions launched with the announcement of grades assigned to three hospitals Introduction of a new rating symbol (with r subscript) to indicate non-credit risk First rated debt transaction for an acquisition Two new State Government ratings Government of India guaranteed debt ratings First rated take-out cum guarantee facility by an infrastructure development finance institution.
to double its international revenues in the current year. Governments disinvestment programme and a further round of refinancing by stronger corporates, are expected to drive CSRS revenues in the coming year.
specialisation, adoption of the primary analyst style of functioning and migration to automated workflow systems. The stabilization of the newly introduced cadre of executive trainees and a clearer demarcation of job roles and responsibilities in some groups also contributed to improved efficiencies. Work flow automation and process improvements helped timely publication of rating rationales. Streamlining of the surveillance billing process and an increased focus on collections resulted in a significant improvement in working capital management.
credit risk assessment models. Strengthening the information content, increasing the frequency of updation, greater client interaction and awareness creation has enabled the Company to retain a majority of its clients, enhance the value of relationships with existing clients and also add a large number of new clients. Your Company also widened the delivery platforms to include the internet, leased lines and international information platforms. These developments both on the diversity and intensity of research and technological upgradation makes your Company, by far, the foremost supplier of business intelligence.
E. Strategic review
During the year, CRISIL undertook a strategic review of its businesses and as an outcome of the exercise, the organisation is now better focused both in the market place and within. Position gaps within the organisation have been filled with senior level recruitments and significant progress has been made in exploiting the synergies between the businesses.
G. Subsidiaries
The audited accounts of the subsidiaries viz. Crisil.Com Limited, Crisil Research and Information Services Limited, Crisil Properties Limited and Global Data Services of India Limited, together with the report of the Directors and Auditors for the year ended March 31, 2002, as required under Section 212 of the Companies Act, 1956, are attached.
H. Joint Ventures
India Index Services & Products Ltd., CRISIL s 50:50 joint venture with the National Stock Exchange, made significant progress in popularising the usage of its indices as a benchmark for measurement of performance by mutual funds and international information disseminating agencies. Due to aggressive marketing by IISL, there are 11 index funds and index-related funds based on S&P CNX Nifty as against four at the beginning of the financial year 2001-02. More and more mutual funds have evinced an interest in floating index funds on S&P CNX Nifty. The turnover of index-based derivatives on S&P CNX Nifty, which are being traded on the National Stock Exchange, has been steadily improving each month. As in most developed markets where the derivatives market is many times larger than the underlying cash market, the Indian market for index-based derivatives is expected to grow more than twice the size of the capital market in the next few years and this will result in greater revenue for IISL in the coming years.
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J. Human Resources
The staff strength as on March 31, 2002 stood at 243 (including 160 professionals) as against 252 (including 152 professionals) as on March 31, 2001. CRISIL continues to attract new talent at all levels of management and the total number of new recruits this year was 57. Due to various initiatives undertaken and also due to a tight employment market, the attrition rate during the year dropped to 15% this year. The Performance Management System was further refined and implemented. This has resulted in a better definition of roles and a clear linkage of variable pay to performance. The CRISIL Young Thought Leader (CYTL) Series was a new initiative in the current year to build franchise at the premier management institutes in the country. Planned as an annual event, the CYTL Series seeks to honour young leaders for their original thought-provoking ideas. The initiative generated widespread response amongst management students. Your Company is committed to effective training as a necessary tool for augmenting functional and inter-personal skill-sets and fostering team spirit. During the year, your Company intensified in-house programmes and initiated a number of training programmes aimed at developing its strategic capabilities. In order to prepare itself for the global market place, CRISIL has started imparting foreign language training to its employees. This will prepare the organisation for international assignments. Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed and forms part of this report. The details of foreign exchange earnings and outgoings appear at item nos. 11 and 12 in Schedule L of the Notes to Accounts.
K. Technology
CRISIL continues to deploy technology to increase efficiency in operations, deliver business solutions to clients and reduce cost of operations. Technology infrastructure upgradation during the year supported efficiency increases. Voice communication between CRISILs various offices carried on through a lease-line network contributed to substantial savings. Business workflow application software, which has been in operation for more than a year now, has completely automated the functioning of all divisions of CRISIL. The same has resulted in capturing vital business information and an MIS module has been implemented during the financial year for generating reports required by the Management and heads of different business groups. The crisil.com website was enhanced with live news coverage of the financial sector contributed by the Crisil Market Wire team. Crisilbudget.com, a special site, was launched to service the information requirements related to the Union Budget. This, alongwith CRISIL s views on CNBCs live coverage of Finance Ministers Budget Speech, generated enormous visibility and goodwill for CRISIL. Both these initiatives requiring real time connectivity and response to a large traffic were possible because of technology support.
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L. Directors
Dr. S. S. Baijal and Mr. Robert Maitner relinquished their office on October 24, 2001. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by them to CRISIL. Mr. Edward Emmer, who was appointed as an Additional Director, holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment. The Company has received notice under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Edward Emmer as a Director. In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956, Mr. B. V. Bhargava, Dr. Bala V. Balachandran and Ms. Rama Bijapurkar retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Mr. A. V. Rajwade retires by rotation at the ensuing Annual General Meeting. He has been a Director of your Company for 14 years. Pursuing good corporate governance principles, Mr. A. V. Rajwade has decided not to offer himself for reappointment. Mr. R. Ravimohan, Managing Director of your Company, was reappointed as Managing Director at the meeting of the Board of Directors held on April 26, 2002, for a period of 5 years with effect from October 1, 2002, subject to the approval of shareholders. Ms. Roopa Kudva was appointed as additional Director (designated as Executive Director & Chief Rating Officer) by the Board of Directors for a period of 5 years with effect from April 26, 2002, subject to the approval of shareholders. Ms. Roopa Kudva holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment. The Company has received notice under Section 257 of the Companies Act, 1956 proposing her candidature as a Director.
Auditors
Messrs S. B. Billimoria and Co., Chartered Accountants, will retire as Auditors at the ensuing Annual General Meeting and are eligible for reappointment.
Directors Responsibility Statement as required under the provisions contained in Section 217(2AA) of the Companies Act, 1956
Your Directors hereby confirm that : (i) (ii) in the preparation of the annual accounts, the applicable accounting standards have been followed. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. the Directors have prepared the annual accounts on a going concern basis.
(iii)
(iv)
Acknowledgements
The Board of Directors wish to thank the employees of CRISIL for the exemplary dedication and excellence displayed in manning the operations of your Company. They also wish to place on record their sincere appreciation of the faith reposed in the professional integrity of the Company by the issuers and investors who patronised its services. They acknowledge the splendid support provided by the market intermediaries. The affiliation with Standard & Poors has been a source of redoubtable strength. The Board of Directors also wish to place on record their appreciation of the faith reposed in your Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India and various State Governments. The role played by the media in highlighting the good work done by your Company is indeed deeply appreciated. On behalf of the Board of Directors B. V. Bhargava Chairman
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Statement pursuant to section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended March 31, 2002.
Name of the Employee Anjali Forbes Hemant Joshi Mukarram Bhagat Designation/ Nature of Duties Qualification Age Experience (Years) (Years) 41 50 47 18 24 19 Date of Commencement of Employment July 8, 1989 April 13, 1992 March 31, 2000 Remuneration Received (Rs.) 2,443,551 3,785,863 3,693,363 Previous Designation Accounts Manager Manager Sr. Vice President Assistant Manager Chief Executive Employment Company Grindlays Bank S.B. Billimoria & Co. Dresdner Kleinwort Benson Eicher Motors Ltd. OTC Exchange of India
Director - CAS B.Com., MBA Executive Director CEO Net Initatives Director Strategic Initiatives Managing Director Director Finance & Facilitation Director & Chief Rating Officer B.E. (Hons.), PGDIE B.A., MMS
Paul Kurias
B.Com, MBA
33
11
November 8, 1991
2,454,093
B. Tech., MFM, 44 AMP (Harvard) B.Com., FCA, FCS, LLB B.Sc., PGDM 42
21 16
4,464,317 1,045,344
AGM (Finance) Torrent Gujarat & Comp. Bio Tech Ltd. Secretary Deputy Manager IDBI
Roopa Kudva
38
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November 9, 1992
3,123,058
Notes : 1) Nature of employment is contractual for all employees. Other terms and conditions are as per the Companys Rules. 2) None of the above employees is related to any of the Directors of the Company. 3) Remuneration received includes basic salary, house rent allowance, city compensatory allowance, commission/profit share, value of rent free accommodation, Companys contribution to provident fund, contribution to superannuation & gratuity funds, leave travel allowance, medical and other reimbursements as per the Rules of the Company. 4) Designation, nature of duties are as on March 31, 2002. 5) * indicates employment for a part of the year. On behalf of the Board of Directors B.V. Bhargava Chairman
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AUDITORS CERTIFICATE
TO THE MEMBERS OF THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED We have examined the compliance of conditions of corporate governance by THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED for the year ended on 31st March, 2002 as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges. The 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 the above mentioned Listing Agreement. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that no investor grievance is pending for action to be taken by the Company for a period exceeding one month against the Company as per the records maintained by the Investors Grievance Committee. 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.
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A. Financial Condition
1. Fixed Assets : At the end of the year, Companys investment in fixed assets was as under : Year ended March 31 Gross Block (Rs. Lacs) 1998 3,775.68 1,999 3,469.78 2000 4,087.20 2001 6,098.18 2002 6,894.78
The composition and growth of assets was as under : Particulars Goodwill Trademarks Copyrights Buildings Furniture & Fixtures Office Equipments Computers Vehicles Leased Assets Total Less : Accumulated Depreciation Net Block Add : Capital Work in Progress Net Fixed Assets Depreciation as a % of Total Revenue Accumulated Depreciation as % of Gross Block March 31, 2002 Rs in lacs 89.59 654.30 17.30 3070.99 705.12 629.09 1421.04 212.35 95.00 6,894.78 2382.21 4,512.57 52.27 4,564.84 10.12% 34.55% March 31, 2001 Rs in lacs 89.59 654.30 17.30 2,998.69 491.36 461.33 1,154.99 135.62 95.00 6,098.18 1,766.89 4,331.29 15.00 4,346.29 10.44% 28.97%
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Growth % ---2.41% 43.50% 36.36% 23.03% 56.58% -13.06% 34.83% 4.19% 248.47% 5.03%
During the year Company added Rs. 963.44 lacs to its gross block of assets. Consolidation of three offices of the Company in Mumbai into one office was completed during the year resulting in optimum space utilisation and better co-ordination. This resulted in a major increase in addition in the block of Office Equipment and Furniture & Fixtures. The major increase in the block of Computers was on account of software development expenditure incurred in connection with launching of new website and improving its functionality making it highly scalable to future requirements. The Capital Work-in-Progress represents advances paid towards acquisition of fixed assets and the cost of assets not put to use. The increase in Capital Work-in-Progress was on account of construction of additional floor at Companys new office at Mumbai. The depreciation as a percentage of revenue was marginally lower at 10.12% as against 10.44% in the last year while accumulated depreciation as a percentage of Gross Block increased from 28.97% to 34.55%. This was mainly due to operationalisation of new office premises in Mumbai and launching of new website. The Company estimates that it will be able to fund its investments in fixed assets and infrastructure from its internal accruals and liquid assets. However, it may take recourse to borrowing to fund such capital expenditure, if considered necessary.
2. Investments:
During the year, the Company made strategic investments of Rs. 175 lacs in the equity shares of Crisil.com Ltd., its wholly owned subsidiary. The subsidiary incurred a loss of Rs. 164.04 lacs primarily due to long gestation period involved in the business and also due to adverse conditions prevailing in the web related business. The Company also made strategic investment of Rs. 40 lacs in the joint venture India Index Services and Products Limited. The venture is expected to progress with the increased interest in the derivatives trading. The short term surplus funds of the Company were invested in money market mutual funds. The financial statements of the subsidiaries appear elsewhere in this annual report.
3. Current Assets :
Cash & Cash equivalents: Cash and cash equivalents were 6% of total assets as on March 31, 2002 as against 9% as on March 31, 2001.
Sundry Debtors:
Sundry Debtors were Rs 719.72 lacs as at March 31, 2002 as against Rs 639.65 lacs as at March 31, 2001. Debtors, as a percentage of total operating revenue, were lower at 10.53% for the current year as against 14.54% for the previous year representing an outstanding of 38 days and 53 days of operating revenue for the respective years. The break-up of debtors relating various services is as under : As on March 31 2002 (Rs. lacs) Rating Services Advisory Services Research & Information Services Others Total
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Change
203.17 31.76% -1.99% 259.25 40.53% -12.72% 130.23 20.36% 126.00% 47.00 7.35% -639.65 100.00% 12.52%
B. Results of operations :
The summary of the operating performance for the year is given below. The operating income of the Company grew by 51.83% during the year and operating profits grew by 102.26% analysis of which is given below.
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Results of Operations
(Rs in Lacs) Year ended March 31, 2002 Amount 6,677.37 160.80 91.29 Year ended March 31, 2001 Amount 4,397.83 168.60 587.30 Growth % 51.83% -4.63% 34.46%
Particulars
% 85.33% 3.27%
Income
Income from Operations Other Income Extraordinary Items Total Income
11.40% -84.46%
6,929.46 100.00%
5,153.73 100.00%
Expenses
Staff Expenses Establishment Expenses Other Expenses Extraordinary Items Operating Expenses Profit before Extraordinary Items Provision for Contingencies(made)/written back Profit before Depreciation & Tax Less : Depreciation Profit before Tax Less : Income Tax arrears Less : Provision for Taxation Profit after Tax 1,538.60 635.97 1,141.37 -3,315.94 3,613.52 (50.00) 3,563.52 701.25 2,862.27 524.51 1,030.00 1,307.76 22.20% 9.18% 16.47% -47.85% 52.15% -51.43% 10.12% 41.31% 7.57% 14.86% 18.87% 1,245.42 605.57 1,111.53 404.61 3,367.13 1,786.60 90.00 1,876.60 538.16 1,338.44 -372.00 966.44 36.41% 10.44% -18.75% 24.17% 11.75% 21.57% 7.85% 65.33% 23.54% 5.02% 2.68% --1.52% -155.56% 89.89% 30.31% -35.32%
34.67% 102.26%
1.
Income
(Rs in Lacs) Year ended March 31, 2002 Amount 4943.11* 1196.41 537.84 Year ended March 31, 2001 Amount 2837.09 1073.52 487.23 Growth % 74.23% 11.45% 10.39% 51.83%
Particulars Rating Services Advisory Services Research & Information Services Total
6677.36 100.00%
4397.84 100.00%
* Includes Income of Rs. 682.83 lacs due to change in accounting policy (Note 9, schedule L of Accounts.)
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1. Expenses
Staff Expenses : Year ended March 31 Number of Employees Revenue per employee (Rs. Lacs) Profit per Employee (Rs. Lacs) 1998 205 17.57 7.54 1999 197 20.41 10.58 2000 202 19.97 9.52 2001 252 20.45 5.31 2002 243 28.52 11.78
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Particulars Salaries & Bonus Contribution to Provident & Other Funds Staff Training and Welfare Expenses Total staff Cost Revenue
Year ended March 31, 2002 Rupees (in lacs) 1338.88 82.74 116.98 1538.60 6929.46
Year ended March 31,2001 Rupees (in lacs) 1058.21 70.90 116.31 1245.42 5153.73
The key challenge for the Company is to retain people and to improve organisational productivity and effectiveness and also to skill and re-skill people in line with the fast changing organisational goals in the context of globalisation and competition. The Company was able to achieve high growth during the year without additional manpower. This improvement in productivity was achieved through implementation of process improvements and automated workflow systems. The Company has made its salary structure competitive and has linked it to individual and business performance. The Company also refined its performance management system and stepped up training efforts for its staff. The staff strength stood at 243 as against 252 at the end of previous year.
Establishment expenses :
Particulars Repairs and Maintenance - Buildings - Others Electricity Postage & Mailing Expenses Communication Expenses Insurance Rent Rates & Taxes Total Establishment Cost Revenue
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Year ended March 31, 2002 Rupees (in lacs) 120.85 80.67 85.86 21.83 115.36 23.19 163.21 25.00 635.97 6929.46
% 1.74% 1.16% 1.24% 0.32% 1.66% 0.33% 2.36% 0.36% 9.18% 100%
Year ended March 31, 2001 Rupees (in lacs) 59.65 84.22 89.19 19.85 218.32 19.63 95.96 18.75 605.57 5153.73
Growth % 1.16% 1.63% 1.73% 0.39% 4.24% 0.38% 1.86% 0.36% 11.75% 100% % 102.60% -4.22% -3.73% 9.97% -47.16% 18.14% 70.08% 33.33% 5.02% 34.46%
% 1.43% 0.22% 1.00% 0.23% 1.30% 0.37% 0.51% 0.52% 0.38% 0.11% 7.54% 1.19% 1.32% 0.04% 0.31% 16.47%
6929.46 100.00%
The increase in foreign travel expenses was on account of the increased levels of travel undertaken with the objective of globalising operations of your Company. The major increase in professional fees was on account of outsourcing charges paid to wholly owned subsidiaries of the Company for supporting the operations of the Company as well as a network of professionals engaged by the Company to augment its business prospects.
Interest
The Company continued to be debt-free during the year and therefore did not incur any interest expense.
Depreciation
The depreciation provided by the Company increased sharply from Rs. 538.16 lacs to Rs. 701.25 lacs on account of operationalisation of new office premises at Mumbai and Delhi and launching of new website during the year. Depreciation represented 10.12% of the revenues in the current year and 10.44% of the revenues in the previous year.
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Risk Management
CRISIL faces following types of risks in its business operations.
Business risks
Business risk primarily arises out of excessive dependence on ratings business. To mitigate this risk, the Company has adopted a strategy of launching innovative rating products, globalisation of operations and diversification into advisory and research and information businesses. The strategy has yielded good results and non-rating businesses have been making steady progress. To address the risk of excessive dependence on few large clients and few sectors in ratings business, the Company actively attempts to diversify client base and industry segments. However, high repeat business from large clients contributes significantly to revenues in rating services. In advisory services business, the risk arises primarily on account of acute competition prevailing in this business segment and dependence on a relatively small client base.
Financial risks
CRISIL has been a debt free Company right since the date of incorporation. The Company has followed the strategy of funding all its diversification and infrastructure related expenditure through internal accruals. Liquidity enables the Company to settle its payables within stipulated time frames and claim cash discounts.
Political risks
The major source of CRISIL s revenue is from rating services, which depend on several factors including Government policy. At present, rating is mandatory for all public offerings of debentures, except where the conversion/redemption is within 18 months. Ratings are also mandatory for all commercial paper issuances. The present Government policy is directed towards meeting the resource requirements for investments through resource mobilisation from the capital markets. The Governments favourable disposition towards credit rating has resulted in credit rating remaining a focussed area. However, to mitigate this risk the Company has adopted the strategy of increase in globalisation of its operations and diversification into advisory and research and information business. The Company has also successfully reduced dependence on the mandated business by building a strong franchise and creating risk consciousness among investors by holding investor meets and seminars. The above discussion contains forward looking statements which may be identified by their use of words like plans, expects, will, anticipates, intends, all statements that address expectation and projection about the future including but not limited to statements about the Companys strategy for growth, product development, market development, market position, expenditures and financial results. These forward looking statements are based on certain assumptions and expectation of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realised. The Companys actual result or performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments information or events.
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BOARD OF DIRECTORS :Size of the Board The Board of Directors has ten members including an alternate Director. As per the Articles of Association of the Company, the Board can have up to fifteen members. Memberships of other Boards Executive Directors are serving on the Board of subsidiaries of CRISIL. Independent Directors are not expected to serve on the Boards of competing Companies. Membership Term As per the Articles of Association of the Company, at least two thirds of the Board of Directors should be retiring Directors. One third of these Directors are required to retire every year and if eligible, the retiring Directors qualify for re-appointment. The Board has adopted the following guidelines regarding appointment and tenure of a non-executive Director on the Board. 1. 2. No Director should generally hold Directorships in more than 10 Companies. Every Director is expected to attend atleast 60% of the Board meetings held in a year. While re-appointing Directors on the Board and Committees of the Board, the attendance record of the concerned Director should be considered. Any Director who has been on CRISIL s Board for more than 10 years should not normally continue to hold the office as a Director of CRISIL. The change of Directors on the Board of CRISIL, if carried, would be so accomplished that at no point of time the average number of members on the Board is reduced unreasonably. Any individual who is a Director of an entity, which holds more than 10% of the equity share capital of CRISIL, should not hold the office as a Director of CRISIL. Any individual who is a Director of a Company rated by CRISIL or who is a Director of the Company which is a borrower of an entity holding more than 10% of the equity share capital of CRISIL should not hold the office as a Director of CRISIL. CRISIL would not rate the securities publicly issued by the Company where there is existence of common Directors on the Board.
3.
4. 5.
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Succession Policy
The Board constantly evaluates the contribution of its members and recommends to shareholders their re-appointment periodically as per statute. The current law in India mandates the retirement of one-third of the Board members every year and qualifies the retiring members for re-appointment. The Executive Directors are appointed by the shareholders for a maximum period of five years at one time, but are eligible for re-appointment upon completion of their term. The non-executive Directors do not have any term, but retire by rotation as per law. The Board has adopted a retirement policy for its members. Under this policy, any Director who has been on CRISILs Board for more than 10 years should not normally continue to hold the office as a Director of CRISIL. The maximum age of retirement of Executive Directors is 58 years, which is the age of superannuation for the employees of the Company.
Responsibilities
The Board looks at strategic planning and policy formulation. The Board meets atleast once in a quarter to review the quarterly performance and financial results. During the year under review, the Board met six times. All the Board meetings held during the year were well attended. The non-executive Directors play an important role at the Board meetings.
The Executive Director is responsible for all day-to-day operations-related issues, acquisitions, profitability, productivity, recruitment and employee retention.
Remuneration Policy Managing Director/Executive Director and other employees of the Company:
The remuneration and reward structure for the Executive Directors and employees of CRISIL (hereinafter referred to as full time employees) comprises of two broad components - Short Term Remuneration and Long Term Rewards. The Compensation Committee determines the remuneration packages of the Executive Directors. The Compensation Committee comprises of three independent Directors. This compensation and reward structure is based on the following guiding principles. Short Term Remuneration Short term remuneration refers to the annual compensation payable to all full time employees of the Company. This comprises of two parts, the fixed component and the performance linked variable component.
q
Total remuneration will be set at levels to attract, motivate and retain high calibre and high potential personnel within a competitive global market. The total remuneration levels shall be reset annually based on a comparison with the relevant peer group in the Indian market. This shall normally be carried out by an independent consultant who does no other consulting work for CRISIL. The total remuneration shall comprise of fixed component and a performance based variable component. The benchmarked remuneration levels as advised by the consultants for various levels shall be broken down into fixed and variable parts. The variable part so determined shall be the meets level bonus for each employee. Every employee shall sign on a performance contract which shall clearly articulate the key performance measures for that particular defined role. The variable pay (bonus) shall be directly linked to the performance on individual components of the performance contract. An employees bonus can therefore be higher or lower than his/her meets level bonus directly dependent on his/ her performance during the year.
q q
q q
30
These key performance measures shall be those which will represent the best interests of stakeholders in the short, medium and long term. The remuneration levels and the performance contracts shall be finalised under the overall supervision, guidance and approval of the Compensation Committee comprising of only non-executive Directors.
Long term remuneration and rewards CRISIL s businesses are driven and directly determined by its people across all levels. CRISIL has been able to attract and retain the best talent in the industry and this ability is reflected in the Companys premier position in almost all businesses conducted by it. However, this talent pool is very attractive for other entities both in the financial sector and non-financial sector, which is an inherent vulnerability in Companys business. In order to mitigate this vulnerability to some extent and to retain employees over longer tenures, CRISIL has introduced a long term remuneration plan (LTRP). The CRISIL LTRP comprises primarily of Stock options which operate under the following guidelines :
q
All employees who have completed two full financial years of continuous service in CRISIL shall be eligible to receive stock options. The number of options to be assigned to a particular employee (eligibility) shall be determined based on the individuals contribution vis--vis his performance contracts over the years and his relative position in the organisation. Employees who have performed below expectations shall not be eligible for stock options. Each eligible employee shall be vested with options equal to his eligibility. Vesting of Stock options shall commence on the expiry of one year from the date of Grant. An employee, can exercise the option within a period of two years from the date of vesting. The options would be issued to eligible employees at a price as at the closing market price on the Stock exchange, which has recorded the highest trading volume on the date of Grant. The non-executive Directors are not eligible for participating in the Stock Option Scheme.
Dividend Policy
CRISIL believes in maintaining a fair balance between cash retention and dividend distribution. Cash retention is required to finance future growth and also as a means to meet any unforeseen contingency. CRISIL is also conscious of maintaining stability in its dividend pay-out over the years. CRISIL s current dividend policy is to distribute dividend in excess of its assessment of cash requirements over the next two years. The Board of Directors is of the view that retention of approx. Rs. 12 crores as at March 31, 2002 is desirable for the year 2001-02. This is based on the Managements estimate of cash requirements for continuing operations as well as potential requirement to finance future growth, both organic as well as inorganic. This leaves the Company with a
31
distributable cash of about Rs. 4 crores as at March 31, 2002 which is accordingly recommended for distribution translating into a dividend rate of 65% on the outstanding equity shares of the Company.
BOARD COMMITTEES
The Board has constituted Committees consisting of executive and non-executive Directors to focus on the critical functions of the Company.
Executive Committee
The Executive Committee comprises of three Non-Executive Directors, Mr. B. V. Bhargava (Chairman), Mr. A.V.Rajwade, Mr. M.G. Bhide and two Executive Directors, Mr. R. Ravimohan and Mr. Hemant Y. Joshi. Dr. S. S. Baijal, member of the Executive Committee relinquished office on October 24, 2001. The Committee approves policies and guidelines for operations of each business division, regularly reviews business conduct, approves new products criteria and parameters, opines on macro level reports on economy and industry, reviews ratings and reports on selective basis and peruses management information and suggests business re-orientation. Executive Committee met 11 times during the year on 23.04.2001, 22.05.2001, 19.06.2001, 17.07.2001, 20.08.2001, 25.09.2001, 23.10.2001, 22.11.2001, 27.12.2001, 22.01.2002 and 21.02.2002. The meetings were well attended by the members as stated below: Director Mr. B. V. Bhargava * Dr. S. S. Baijal Mr. A. V. Rajwade Mr. M. G. Bhide Mr. R. Ravimohan Mr. Hemant Joshi No. of committee meetings held 11 11 11 11 11 11 No. of committee meetings attended 9 5 10 10 10 11
Audit Committee
The Audit Committee comprises of non-executive Directors who are well versed with corporate laws. The Chairman of the Audit Committee is Mr. B. R. Shah and its other members are Dr. S. A. Dave and Mr. M. G. Bhide. Dr. S. S. Baijal, Chairman of the Audit Committee, relinquished office on October 24, 2001. Mr. M. G. Bhide was appointed member of the Committee on November 24, 2001. The Committee reviews the adequacy of internal audit function, reporting structure coverage and frequency of internal audit. The Committee also reviews the audit plans, audited and unaudited financial results, the findings of the internal as well as statutory auditors and action taken reports of the management. Audit Committee met four times during the year on 27.04.2001, 24.07.2001, 24.10.2001, and 03.01.2002. The meetings were well attended by the members as stated below:
32
* Dr. S. S. Baijal relinquished office on October 24, 2001 ** Mr. M. G. Bhide appointed as member on November 24, 2001
Management Committee
The Board has delegated the operational powers to the Management Committee, which comprises of executive Directors. The Management Committee is responsible for managing the day to day affairs of the Company within the parameters laid down by the Board and various Committees.
Investment Committee
The Investment Committee comprises of three non-executive Directors, Mr. B. V. Bhargava (Chairman), Mr. A. V. Rajwade and Mr. M. G. Bhide and two executive Directors, Mr. R. Ravimohan and Mr. Hemant Y. Joshi. The Investment Committee lays down policy guidelines and procedures for investing funds of the Company and reviews the activity at regular intervals. Investment Committee met once during the year on 07.02.2001. The meeting was attended by members as stated below: Director No. of committee meetings held 1 1 1 1 1 No. of committee meetings attended 1 1 1 -1
Mr. B. V. Bhargava Mr. A. V. Rajwade Mr. M. G. Bhide Mr. R. Ravimohan Mr. Hemant Joshi
Director
5 5 5
Compensation Committee
The Compensation Committee comprises of three non-executive Directors, Mr. B. V. Bhargava (Chairman), Dr. S. A. Dave and Mr. B. R. Shah. The Committee ensures that a proper system of compensation is in place to provide performance-based incentives to all employees of the Company. The Committee considers and approves salaries, commission and other emoluments for the Executive Directors and employees of the Company. The annual compensation of the Executive Directors is determined by the Compensation Committee within the limits set by the shareholders at the general meetings. It also recommends the commission for non-Executive Directors to the Board for its consideration. The Compensation Committee met three times during the year on April 20, 2001, July 17, 2001 and August 2, 2001. The meetings were well attended by members as stated below: Director No. of Committee meetings held Mr. B.V. Bhargava Dr. S. A. Dave Mr. B.R. Shah 3 3 3 No. of Committee meetings attended 3 1 3
Board of Directors
None of the non-executive Directors of the Company have any pecuniary relationships or transactions with the Company.
1.2
The Board comprises of majority of non-executive Directors. The non-executive Directors of the Company are eminent persons of proven competence and of professional calibre.
1.3
The Company pays a commission upto a maximum limit of 3% of the net profits calculated as per Section 198, 349 and 350 of the Companies Act, 1956. For the year ended March 31, 2002, the Company paid an amount of Rs. 31,00,000 to all non-executive Directors as remuneration.
1.4
As of March 31, 2002, non-executive and independent Directors constituted 80% of the Board. The Chairman is a non-executive and independent Director.
34
Mr. B. V. Bhargava Mr. M. G. Bhide Dr. S. A. Dave Mr. A. V. Rajwade Mr. B. R. Shah Ms. Rama Bijapurkar Dr. Bala V. Balachandran Mr. Edward Emmer Mr. R. Ravimohan Mr. Hemant Y. Joshi
9 5 11 6 10 4 1 1 6 5
Nominee Directors
The Company has no nominee Director.
2. Audit Committee
2.1 2.2 The Board of Directors had constituted an independent Audit Committee on May 4, 1999. The Audit Committee currently comprises three members who are the independent and non-executive Directors on the Board. Dr. S.S. Baijal, Chairman of the Audit Committee relinquished office on October 24, 2001. The Chairman of the Committee, Mr. B.R. Shah, is an independent Director. The Chairman of the Audit Committee will be present at the ensuing Annual General Meeting. The head of finance remains present at all Audit Committee meetings. The external auditors of the Company are invited, when necessary, to attend the Audit Committee meetings to brief the members. The Company Secretary is the secretary of the Committee. The Audit Committee met four times during the year 2001 - 2002 on 27.04.2001, 24.07.2001, 24.10.2001, and 03.01.2002.
35
2.3
2.4 2.5
The Audit Committee consists of three members who are non-executive Directors of the Company. The prescribed quorum (minimum two) was present at all meetings of the Audit Committee. The Audit Committee derives its powers from the authorization of the Board. The Audit Committee has such powers and include powers: (i) To investigate any activity within its terms of reference. (ii) To seek information from any employee. (iii) To obtain outside legal or other professional advice. (iv) To secure attendance of outsiders with relevant expertise, if it considers necessary.
2.6
The Audit Committee acts as the bridge between the Board, the statutory auditors and internal auditors. The role of the Audit Committee covers the following functions :
q
Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending the appointment and removal of the external auditor, fixation of audit fees and also approval for payment for any other services. Reviewing with management the annual financial statements before submission to the Board, focussing primarily on: Any changes in accounting policies and practices. Major accounting entries based on exercise of judgement by management. Qualifications in draft audit report. Significant adjustments arising out of audit. The going concern assumption. Compliance with accounting standards. Compliance with stock exchange and legal requirements concerning financial statements. Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of the Company at large.
q q
Reviewing with the management, external and internal auditors, adequacy of internal control systems. Reviewing the adequacy of the internal audit functions including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. Discussion with the internal auditors of any significant findings and follow-up thereon. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
q q
36
Discussion with external auditors, before the audit commences, of the nature and scope of audit. Also, post-audit discussion to ascertain any area of concern. Reviewing the Companys financial and risk management policies. Looking into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
q q
3.
3.1
Remuneration paid to Non-executive Directors for the financial year 2001-02. Name of the Director Mr. B. V. Bhargava *Dr. S. S. Baijal Mr. M. G. Bhide Dr. S. A. Dave Mr. A. V. Rajwade Mr. B. R. Shah Ms. Rama Bijapurkar Dr. Bala V. Balachandran **Mr. Robert Maitner ***Mr. Edward Emmer Ms. Cecile Saavedra Total Variable Commission 7,00,000 1,50,000 7,00,000 2,75,000 3,00,000 2,75,000 2,75,000 2,75,000 1,50,000 --31,00,000 Sitting Fees 95,000 50,000 85,000 40,000 85,000 65,000 25,000 20,000 5,000 -15,000 4,85,000 Total 7,95,000 2,00,000 7,85,000 3,15,000 3,85,000 3,40,000 3,00,000 2,95,000 1,55,000 -15,000 35,85,000
* Dr. S. S. Baijal relinquished office on October 24, 2001 ** Mr. Robert Maitner relinquished office on October 24, 2001 *** Mr. Edward Emmer appointed as an Additional Director on October 24, 2001 No stock options were granted to the Non-Executive Directors.
37
Remuneration paid to Executive Directors for the financial year 2001-02. (In Rupees) Name Designation Salary Perquisites Variable Commission PF, Superannuation & Gratuity Total Notice period R. Ravimohan Managing Director 18,31,400 8,54,917 14,00,000 3,78,000 44,64,317 3 months Hemant Joshi Executive Director 16,45,800 5,37,663 13,00,000 3,02,400 37,85,863 3 months
4.
4.1
Board procedures
The Board of Directors of the Company met six times during the year on 27.04.2001, 24.07.2001, 02.08.2001, 24.10.2001, 23.11.2001 and 03.01.2002. The meetings were well attended by the members as stated below: Director No. of Board meetings held 6 6 6 6 6 6 6 6 6 6 6 6 No. of Board meetings attended 6 3 5 4 6 6 5 4 1 -6 6 Last AGM attendance (Yes/No) Yes Yes Yes No Yes Yes Yes No Yes No Yes Yes
Mr. B. V. Bhargava * Dr. S. S. Baijal Mr. M. G. Bhide Mr. Dr. S. A. Dave Mr. A. V. Rajwade Mr. B. R. Shah Mr. Rama Bijapurkar Dr. Bala V. Balachandran ** Mr. Robert Maitner *** Mr. Edward Emmer Mr. R. Ravimohan Mr. Hemant Y. Joshi
38
5.
5.1 5.2
Management
Management Discussion and Analysis Report appears elsewhere in this Report. There were no personal transactions by Directors involving conflict of interest with the Company. The Company has a Code of Ethics and Personal Investment Policy for the employees of the Company. The Code of Ethics contains the policy on the following areas: (a) (b) (c) Confidentiality Gifts and favours False and misleading information/disclosures
The Personal Investment Policy contains policies prohibiting insider trading. It contains policies, procedures and restriction relating to personal investment by the employees. The policy also prohibits trading in securities of any listed Company on the basis of unpublished price sensitive information.
6.
6.1
Shareholders
The Company has provided the following information to the shareholders, in case of the appointment of a new Director or re-appointment of a Director:
q q q
A brief resume of the Director; Nature of his expertise in specific functional area; and Names of Companies in which the person also holds the Directorship and the membership of Committees of the Board.
The quarterly results are displayed on the Companys website - www.crisil.com. The Company has sent half-yearly newsletter giving details of financial performance of the Company including summary of significant events in the last six months to the shareholders. The Board has formed Investors Grievance Committee to review and redress the complaints received from shareholders. The Committee meets periodically to consider and approve the status report on investors grievances received alongwith ageing schedules of redressals of complaints for that period.
39
6.5
The Board has authorised Mr. Rajesh Patel, Head Accounts & Facilitation and Mr. Shrikant Dev, Company Secretary, to approve transfer and transmission of shares for expediting transfer/transmission cases and the details of the shares so transferred/transmitted are placed before the Investors Grievance Committee.
6.6
The Auditors Certificate of Corporate Governance is annexed with the Directors Report and will be sent to the stock exchange at the time of filing of annual returns of the Company.
7. 7.1
General Body Meetings :Location and time for last three Annual General Meetings were: Nature of Meeting Twelfth Annual General Meeting Date and Time July 27, 1999 at 3.30 p.m. Venue Convention Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 Thirteenth Annual General Meeting May 26, 2000 at 3.30 p.m. Convention Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 Fourteenth Annual General Meeting August 2, 2001 Convention Hall, 4th floor, Yashwantrao Chavan Pratishthan, at 3.30 p.m. Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021
7.2
Postal ballot system: No special resolution was put through postal ballot last year. However, Annual General Meetings are held in Mumbai as 33% of shareholders holding 79.40% of voting rights are situated in Mumbai. The Central Government has notified the Companies (Passing of Resolution by Postal Ballot) Rules, 2001 which lays down the businesses which are required to be passed by postal ballot. The Company will comply with the Rules.
7.3
Special Resolutions/Businesses transacted at the last three general body meetings:At the Twelfth Annual General Meeting held on July 27, 1999
q q
Re-appointment of M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors of the Company. Appointment of Mr. M. G. Bhide as a Director of the Company under Section 257 of the Act.
Re-appointment of M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors of the Company. Appointment of Mr. Bala Balachandran as a Director of the Company under Section 257 of the Act. Appointment of Ms. Rama Bijapurkar as a Director of the Company under Section 257 of the Act. Appointment of Mr. Robert Maitner as a Director of the Company under Section 257 of the Act.
40
Payment of remuneration to the Non-Wholetime Directors upto three percent of the net profits of the Company for a further period of three years with effect from 01.01.2000. Increase in the remuneration payable to Mr. R. Ravimohan, Managing Director. Increase in the remuneration payable to Mr. Hemant Joshi, Executive Director. To sell, lease, transfer and or otherwise dispose off whole or any part of the undertaking of the Company or any part of its assets and liabilities to a subsidiary to be formed for conducting web business.
q q q
Re-appointment of M/s. S. B. Billimoria & Co., Chartered Accountants, as Auditors of the Company. Employee Stock Option Scheme (ESOP) for the employees of the Company. Employee Stock Option Scheme (ESOP) for employees of the Subsidiary Companies. Increase in the shareholding limit of Foreign Institutional Investors (FIIs), Overseas Corporate Bodies (OCBs) and Non-Resident Indians (NRIs).
8.
8.1
Disclosure
There are no transactions during the year which are materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large. Other related party transactions are mentioned in the notes to the accounts.
8.2
There were no non-compliance of laws by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
9.
9.1 9.2 9.3
Means of Communication
The Company sends half-yearly newsletter giving details of financial performance of the Company including summary of significant events in the last six months to all the shareholders. The quarterly results are published in leading national newspaper, regional newspaper and put on the corporate website www.crisil.com, along with the official press releases. Management Discussion and Analysis (MD&A) Report is a part of the annual report.
41
42
999.52 1,533.32 2,167.74 2,662.73 640.27 1,057.33 1,472.19 1,707.87 5.42 10,044 141 9.06 8,060 161 12.21 10,664 191 12.33 14,260 182
4,033.06 5,153.73 6,929.45 2,216.47 20.84 24,800 202 1,876.6 3,563.51 15.59 7,440 256 21.09 19,639 243
676.66 1,834.94 2,257.86 2,859.78 3,446.19 16.11 15 410.6 7.53 4.42 29.6 20 536.16 7.09 3.80 36.42 25 46.13 27 55.58 30
2.
Financial Calendar Financial Reporting for the Quarter ending June 30, 2002 Quarter ending September 30, 2002 Quarter ending December 31, 2002 Year ending March 31, 2003
3. 4. 5. 6.
Proposed Dividend Dates of Book Closure Dividend Payment Date Listing Details
9.
Compliance Officer
8.
Depository System
With effect from November 29, 1999, equity shares of the Company have been mandated for trading in dematerialised form by all categories of investors. Presently, 87% of Companys Share Capital is held in dematerialised form. For any assistance in converting physical shares in electronic form, investors may approach Karvy Consultants Ltd or Mr. Shrikant Dev, Compliance Officer at the address given above. The Company has extended the ECS facility to the shareholders to enable them to receive dividend through electronic mode into the bank account. ECS provides adequate protection against fraudulent interception and encashment of dividend warrants apart from eliminating loss/damage of dividend warrants in transit and the correspondence with the Company on revalidation/ issuance of duplicate dividend warrants. Under ECS facility, the dividend amount shall be directly credited to the shareholders bank account. Registrars and Share Transfer Agents or to Mr. Shrikant Dev, Compliance Officer at the addresses given above.
9.
ECS
CRISIL Shareholding pattern as at 31st March, 2002. Category Public FIIs Banks and Insurance Companies ICICI Bank Ltd. Unit Trust of India Standard & Poors Intl. LLC NRIs and OCBs Bodies Corporate Mutual Funds Employees and Directors Total Total Holdings 1,292,007 1,014,009 1,007,269 684,039 617,378 600,000 560,112 225,499 176,487 23,200 6,200,000 % holding 20.84 16.35 16.25 11.03 9.96 9.68 9.03 3.64 2.85 0.37 100
44
Number of shareholders complaints received & resolved during the year 2001 - 2002 STATUS REPORT FOR THE PERIOD 01.04.2001 TO 31.03.2002 Nature of Correspondence Transfer of shares Transmission of shares Demat requests Issue of duplicate share certificate Non-receipt of share certificate Non-receipt of dividend warrant Revalidation of dividend warrant Issue of duplicate dividend warrant Deletion of deceased shareholders name Rectification / Correction of name Registration of Power of Attorney Incorporation of change of address Incorporation of bank mandate TOTAL Received 13 3 3 2 9 32 16 1 -2 35 24 140 Replied 12 3 3 2 9 32 16 1 -2 35 24 139 Pending 1 ------------1
45
46
Shareholders Rights :
A shareholder in a Company enjoys certain rights, which are as follows:
q q
to receive the share certificates, on allotment or transfer as the case may be, in due time. to receive copies of the abridged Annual Report, the Balance Sheet and the Profit and Loss Account and the Auditors Report.
q q q q q q q q q
to participate and vote in General Meetings either personally or through proxies. to receive Dividends in due time once approved in General Meetings. to receive corporate benefits like rights, bonus etc. once approved. to apply to Company Law Board (CLB) 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 www.crisil.com.
Besides the above rights, an individual shareholder also enjoys the following rights as a group
q q q q
to requisition an Extra-ordinary General Meeting. to demand a poll on any resolution. to apply to CLB to investigate the affairs of the Company. to apply to CLB for relief in cases of oppression and/or mismanagement.
You may note that the above mentioned rights may not necessarily be absolute.
47
AUDITORS REPORT
TO THE MEMBERS OF THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED 1. We have audited the attached Balance Sheet of THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED as at March 31, 2002 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. Further to our comments in the Annexure referred to in paragraph 3 above : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
2.
3.
4.
(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; (c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account; (d) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; (e) on the basis of the written representations from the Directors, taken on record by the Board of Directors, and according to the information and explanations given to us, none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director under Section 274 (1)(g) of the Companies Act, 1956. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and (ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date. For S. B. BILLIMORIA & CO. Chartered Accountants
(f)
2. 3.
4. 5. 6. 7. 8. 9.
10. There were no undisputed amounts payable in respect of income-tax, wealth tax, sales tax, customs duty and excise duty outstanding as at March 31, 2002 for a period of more than six months from the date they became payable. 11. According to the information and explanations given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice. 12. The Company does not have a system of allocation of man hours utilised to relative jobs. For S. B. BILLIMORIA & CO. Chartered Accountants Mohammed Z. Merchant Partner
49
Schedule Shareholders Funds Share Capital Reserves & Surplus Deferred Tax Liability A B
Application of Funds Fixed Assets Gross Block Less : Depreciation Net Block Add : Capital Work in Progress & Advances Investments Current Assets, Loans & Advances Current Liabilities & Provisions Miscellaneous Expenditure Share Issue Expenses (to the extent not written off ) D E F 196,867,520 (159,914,612) C 689,477,249 238,221,416 451,255,833 5,227,240 456,483,073 251,499,900 380,695,443 36,952,908 (236,614,967) 1,337,203 144,080,476 2,089,251 609,817,607 176,689,163 433,128,444 1,500,000 434,628,444 74,999,903
746,273,084 L&M For and on behalf of the Board A.V.Rajwade Dr.S.A.Dave B.R.Shah M.G.Bhide Rama Bijapurkar Edward Emmer
655,798,074
Significant Accounting Policies and the Notes to the Accounts Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Profit and Loss Account for the year ended March 31, 2002
INCOME Income from Operations Other Income Extraordinary items: Profit on sale of Fixed Assets (Net) Profit on sale of Property Rights Profit on sale of Investments Expenses Staff Expenses (Refer Note15, Schedule L) Establishment Expenses (Refer Note15, Schedule L) Other Expenses (Refer Note15, Schedule L) Extraordinary items: Loss on sale of Investments Profit after extraordinary items Provision for Contingencies (made)/Written back (Refer Note 16,Schedule L) Profit before Depreciation & Tax Less : Depreciation Profit before Tax Less : Income Tax arrears (Refer Note 9, Schedule L) Less : Provision for Taxation (Refer Note 7, Schedule L) Profit after Tax Add: Profit brought forward from previous years Appropriations : Proposed Dividend Corporate Dividend Tax General Reserve Balance carried to Balance Sheet Significant Accounting Policies and Notes to the Accounts Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Schedule G H Current Year Rupees 667,736,607 16,080,279 488,740 -8,640,006 692,945,632 I J K 153,860,022 63,596,925 114,136,863 -331,593,810 361,351,822 (5,000,000) 356,351,822 70,125,450 286,226,372 52,451,362 103,000,000 130,775,010 33,798,074 164,573,084 40,300,000 -80,000,000 44,273,084 164,573,084 L&M For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer Previous Year Rupees 439,783,283 16,859,687 28,143,406 30,586,398 -515,372,774 124,541,775 60,556,811 111,152,634 40,461,096 336,712,316 178,660,458 9,000,000 187,660,458 53,816,113 133,844,345 -37,200,000 96,644,345 54,731,929 151,376,274 34,100,000 3,478,200 80,000,000 33,798,074 151,376,274
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Schedule A
Share Capital Authorised : 10,000,000 Equity Shares of Rs.10 each Issued, Subscribed & Paid up : 6,200,000 Equity Shares of Rs 10 each fully paid up 62,000,000 62,000,000 100,000,000 100,000,000
Schedule B
Reserves & Surplus Share Premium Account General Reserve as per last Balance Sheet Less : Transfer to Deferred tax Liablility Add : Transfer from Profit and Loss Account Profit and Loss Account 480,000,000 (34,500,000) 80,000,000 525,500,000 44,273,084 649,773,084 80,000,000 400,000,000 -80,000,000 480,00,000 33,798,074 593,798,074 80,000,000
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Schedule C
GROSS BLOCK AT COST Fixed Assets As on 1/04/2001 Rs. 8,959,000 65,430,000 1,729,500 299,869,111 49,136,397 46,132,747 115,498,891 13,561,961 9,500,000 Additions Rs. ---11,450,414 24,473,260 18,063,563 28,894,533 13,462,354 -Deductions Rs. ---4,220,811 3,097,580 1,287,390 2,289,605 5,789,096 -As on 31/03/2002 Rs. 8,959,000 65,430,000 1,729,500 307,098,714 70,512,077 62,908,920 142,103,819 21,235,219 9,500,000 Upto 1/04/2001 Rs. 521,401 18,342,848 480,327 40,918,909 19,012,678 12,417,546 70,628,046 4,867,408 9,500,000
DEPRECIATION For the year Rs. 447,950 11,771,788 312,293 13,408,614 9,367,573 6,466,687 24,040,433 4,310,112 -On Assets sold Rs. ---691,727 2,235,920 469,560 1,884,569 3,311,421 --
NET BLOCK Upto As on 31/03/2002 31/03/2002 Rs. Rs. 969,351 30,114,636 792,620 7,989,649 35,315,364 936,880 As on 31/03/2001 Rs. 8,437,599 47,087,152 1,249,173 258,950,202 30,123,719 33,715,201 44,870,845 8,694,553 --
Goodwill Trademarks Copyrights Buildings Furniture & Fixtures Office Equipments Computers Vehicles Leased Assets (Plant & Machinery) Total Previous Year
53,635,796 253,462,918 26,144,331 18,414,673 92,783,910 5,866,099 9,500,000 44,367,746 44,494,247 49,319,909 15,369,120 --
609,817,607 408,720,363
96,344,124 258,740,988
16,684,482 57,643,744
689,477,249 609,817,607
176,689,163 144,465,216
70,125,450 53,816,113
8,593,197 21,592,166
433,128,444 264,255,147
Note : Buildings include Rs. 490,800 (Previous Year - Rs. 490,800) in respect of shares held in Co-operative Societies and Rs.120,000,000(Previous Year - 120,000,000) in respect of 4900 shares of Crisil Properties Ltd (subsidiary Company).
53
Schedule D
Investments (At Cost) A. Long Term (Unquoted) Trade Investments Investment in subsidiaries 25,000 Equity shares of Crisil Research and Information Services Limited of Rs. 100 each fully paid up. 40,000,000 Equity Shares of Crisil.com Ltd of Re.1 each (Previous year 2,99,99,990 shares Rs. 1 each, Rs.0.75 paid up and 10 shares of Rs.1 each fully paid up) 2,49,993 Equity shares of Global Data Services of India Ltd. of Rs.10 each fully paid up Other investment 649,997 Equity shares of India Index Services & Products Ltd. of Rs. 10 each fully paid up. (Previous year 2,49,997 shares of Rs.10 each) B. Short Term (Unquoted) 2,872,758.351 Units (Previous year 1,742,592 units) of Prudential ICICI Liquid Plan (1,846,531.107 units purchased and sold during the year) 28,797.074 Units (Previous year 17481 units) of Alliance Cash Manager Plan 3,579,706.643 Units of IDBI Principal Cash Management Fund 3,960,396.04 Units of Templeton Floating Rate Bond Fund 3,549,340.266 Units of HDFC Liquid Plan (4,614,872.541 units purchased and sold during the year) NOTE : During the year the following mutual fund units were purchased and sold 1,898,513.085 units of DSP Merrill Lynch Liquid Plan 2,000,000 units of Birla Fixed Maturity Plan 3,701,844.06 units of Franklin Templeton Liquid Plan 4,402,795.543 units of Prudential ICICI Fixed Maturity Plan
2,500,000 40,000,000
2,500,000 22,500,003
2,499,930
2,499,930
6,499,970
2,499,970
40,000,000
22,500,000
40,000,000
22,500,000
----
----251,499,900
----74,999,903
54
Schedule F
Current Liabilities and Provisions A. Current Liabilities : Sundry Creditors Advances received from clients Other Liabilities
36,695,964 28,203,154 43,890,494 (A) 108,789,612 40,300,000 -5,000,000 5,825,000 (B) TOTAL (A+B) 51,125,000 159,914,612 Current Year Rupees 494,311,499 119,641,021 53,784,087 667,736,607
51,094,801 44,058,213 98,512,753 193,665,767 34,100,000 3,478,200 5,371,000 42,949,200 236,614,967 Previous Year Rupees 283,709,088 107,351,638 48,722,557 439,783,283 55
B. Provisions : Proposed Dividend Corporate Dividend Tax thereon Provision for Contingency Provision for Leave Encashment
Schedule G
Income From Operations Ratings Services Advisory Services Research & Information Services
Schedule H
Other Income Income from Investments (TDS Rs. Nil, Previous year Rs. Nil) Interest on Deposits and Loans (TDS - Rs.685,695, Previous Year - Rs. 940,945) Lease Income Foreign Exchange Gain Miscellaneous Income
Schedule I
Staff Expenses Salaries & Bonus Contribution to Provident & Other Funds Staff Training & Welfare Expenses
Schedule J
Establishment Expenses Repairs and Maintenance - Buildings - Others Electricity Postage and mailing expenses Telephone expenses Insurance Rent Rates & Taxes
Schedule K
Other Expenses Printing and Stationery Travelling and Conveyance Books and Periodicals Vehicle Expenses Remuneration to Non-wholetime Directors (Refer note 10, Schedule L) Business Promotion and Advertisement Preliminary Expenditure Written off Professional Fees Software Purchase & Maintenance Expenses Bad Debts written off Auditors Remuneration (Refer note 13, Schedule L) Miscellaneous Expenses
9,893,830 19,081,425 2,598,285 3,503,367 3,585,000 2,666,993 752,048 52,261,644 8,214,538 9,175,044 277,200 2,127,489 114,136,863
11,907,961 20,644,992 2,400,790 3,062,285 3,470,000 4,739,873 752,048 44,597,525 12,071,557 6,171,622 201,111 1,132,870 111,152,634
56
Accounting Policies
The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
1.2 Fixed Assets and Depreciation / Amortisation All fixed assets are stated at cost which comprises of purchase price, duties and any directly attributable cost of bringing the asset to its working condition for intended use. Depreciation on the assets has been provided on written down value at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956. Depreciation on Trademarks and Copyrights has been provided at the rates prescribed by the Income Tax Act, 1961. Goodwill is amortised over a period of 20 years. Depreciation on assets added, sold or discarded during the year has been provided on pro-rata basis. 1.3 Investments Investments are stated at lower of Cost and Fair value. Provision for dimunition in case of long term investments is made if the decline in value is other than temporary in nature. 1.4 Revenue Recognition Income from Operations Income from Operations comprises of income from rating and surveillance activities, credit assessments, special assignments, advisory services and subscriptions to information products. Rating Fees are deemed to accrue on the date of assignment of rating. Surveillance fee income and subscription to information products are receivable and accounted annually on accrual basis. Fees received for credit assessments, advisory services and special assignments are fully recognised as income in the year in which such assessments/assignments are carried out. Other Income Dividends from investments are recognised in the Profit & Loss Account when the right to receive the dividends is established. Lease Income is accounted as per the Accounting Standard 19 on Leases issued by the Institute of Chartered Accountants of India. Interest income is recognised on accrual basis. 1.5 Retirement Benefits The Company provides retirement benefits in the form of Provident Fund, Superannuation and Gratuity. Contribution to the Provident Fund is made at prescribed rates to the Provident Fund Trust / Commissioner and absorbed in the Profit and Loss Account. Liability in respect of Superannuation benefits extended to certain employees is contributed by the Company to LIC of India against a master policy @ 15% of the basic salary of such employees. The Company has taken a Group Gratuity Insurance Policy with LIC of India to secure gratuity liability. The Company accounts for gratuity liability equivalent to the premium amount payable to LIC of India every year based on a percentage of annual salary specified by LIC of India.Provision for leave encashment liability is made on actuarial basis. 1.6 Foreign Currency Transactions Income and expenditure in foreign currency is converted into Indian rupees at the rate of exchange prevailing on the date of transaction. 1.7 Miscellaneous Expenditure Share issue expenses and preliminary expenses are amortised over a period of ten years. 1.8 Deferred Tax Company has recognised and provided for Deferred Tax Liability as per Accounting Standard 22 Accounting for Taxes on Income issued by The Institute of Chartered Accountants of India. 57
2.
Contingent liabilities not provided for includes Performance Guarantee given to East African Development Bank Rs.3,599,093 and income tax matters pending in appeal Rs.Nil (Previous Year - Rs. 51,792,301). The Company has, however, paid all the tax demands under protest. Estimated amount of contracts remaining to be executed on capital account and not provided for aggregate to Rs.1,103,704 (Previous Year Rs. 5,307,125). Uncalled Liability on shares partly paid and held as investments Rs.Nil ( Previous year Rs. 7,499,997). Buildings include Rs.26,438,200 paid for acquiring premises for which conveyance of title in favour of the Company is pending.Depreciation on these premises have been provided for the full year. Loan outstanding from Officers of the Company - Rs. 4,100,383. (Previous Year Rs.- 5,133,884). Maximum amount outstanding at any time during the year - Rs.5,478,747 . (Previous Year - Rs. 5,202,135). Sundry Deposits include Rs.1,000,000 (Previous Year - Rs. 1,000,000) paid to Officers of the Company. Maximum outstanding at any time during the year - Rs.1,000,000(Previous year Rs.1,000,000) Provision for Taxation - Rs.103,000,000 (Previous year Rs.37,200,000) includes Provision for Income Tax Rs.98,200,000. (Previous year - Rs. 36,800,000),Wealth Tax - Rs.5,00,000 ( Previous year - Rs. 400,000) and Deferred tax Rs. 4,300,000 (Previous year - Rs. Nil). The Company has no amounts due to small scale undertakings exceeding Rs. 100,000. The Company has changed the method of accounting in respect of initial rating fees received which in the past were deemed to accrue over a period of 12 months from the date of assignment of rating. These fees are now deemed to accrue fully on the date of assignment of rating. As a result of the change, rating income for the year is higher by Rs.68,282,624 with consequential effect on profits. Arising out of the above change, the corresponding taxes paid under protest (relating to earlier years) amounting to Rs 52,451,362 have been written off to Profit and Loss account. Current Year Rupees 3,477,200 2,700,000 680,400 1,392,579 8,250,179 Non - wholetime Directors : Fees paid Commission Payable Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956 for calculation of commission payable to Directors : Profit before Taxation Add : Remuneration to Wholetime Directors Remuneration to Non-wholetime Directors Depreciation charge in Accounts Profit on sale of assets under Section 349 Loss on sale of Investments Less : Depreciation as per Section 350 Profit/(Loss) on sale of assets as per books Profit on sale of Investments Net Profit under Section 198 485,000 3,100,000 3,585,000 Previous Year Rupees 3,251,720 1,550,000 530,316 556,915 5,888,951 535,000 2,935,000 3,470,000
3. 4. 5. 6.
7.
8. 9.
10. Managerial Remuneration : Wholetime Directors : Salary Commission Contribution to PF, Superannuation & Gratuity Fund Perquisites
286,226,372 8,250,179 3,585,000 70,125,450 488,740 -368,675,741 70,125,450 488,740 8,640,006 289,421,545
133,844,345 5,888,951 3,470,000 53,816,113 28,143,406 40,461,096 265,623,911 37,255,052 28,143,406 -200,225,453
58
13
14
Staff Expenses - Rs.153,860,022, Establishment Expenses - Rs. 63,596,925 and Other Expenses - Rs.114,136,863 are net of recoveries of Rs. 1,434,991, Rs.451,461 and Rs.1,089,268 respectively. During the year the Company has created a Provision for Contingencies amounting to Rs. 50 lacs which, in the opinion of the management, is considered necessary and adequate to provide, inter alia, for possible losses, expenses or claims arising out of disputes during conduct of business. At the fourteenth Annual General meeting held on August 2, 2001 the shareholders approved the Employee Stock Option Plan (ESOP) for the employees and whole time Directors of the Company and its subsidiaries. During the year Company has issued 56,300 stock options to 44 employees, details of which is given in Directors report. Segment Reporting Segment Reporting as at March 31,2002 Particulars Ratings Operating Revenue Segment Results Other unallocable expenses over income Operating Profit Depreciation Provision for Contingencies Profit Before Tax Income Tax arrears Provision for Income Tax Net Profit after Tax 494,311,499 317,794,092 Business segments Advisory Information 119,641,021 42,462,848 53,784,087 2,536,008 TOTAL 667,736,607 362,792,948 (1,441,126) 361,351,822 (70,125,450) (5,000,000) 286,226,372 (52,451,362) (103,000,000) 130,775,010 59
17
18
Segment Reporting as at March 31, 2001 Particulars Ratings Operating Revenue Segment Results Other unallocable Income over expenses Operating Profit Depreciation Provision for Contingencies Profit Before Tax Provision for Income Tax Net Profit Notes to Segment Reporting 1. The Companys operations predominantly relate to providing rating, advisory, research and information services. Accordingly, revenues earned through rendering of these services represents the primary basis of segment information set out above. 2. The Company has no geographical segments. 3. Previous year figures are given for comparison purpose and are not audited. 4. Fixed assets used in the Companys business or liabilities contracted have not been identified to any of the reportable segments, as the fixed assets and services are used interchangeably between segments. The Company believes that it is currently not practicable to provide segment disclosure relating to total assets and liabilities since a meaningful segregation of the available data is onerous. 19 Earnings Per Share Profit After Taxation as per Profit and Loss Account Number of shares outstanding Basic Earnings per Share ( Face Value Rs. 10 per share ) 20 Related Party Disclosure Name Crisil Research & Information Services Ltd. Global Data Services of India Ltd. Relationship Subsidiary Nature of Transactions Investment in Equity Shares Professional Fees paid Subsidiary Investment in Equity shares Professional Fees Paid Income earned on their behalf and transferred Expenses incurred and recovered - Staff Expense - Establishment expenses - Other expense 60 Volume (Amount Rs.) 2,500,000 20,400,000 2,499,930 4,800,000 377,245 2001-02 130,775,010 6,200,000 21.09 2000-01 96,644,345 6,200,000 15.59 283,709,088 137,434,862 Business segments Advisory 107,351,638 24,758,410 Information 48,722,557 326,996 439,783,283 162,520,268 16,140,189 178,660,457 (53,816,113) 9,000,000 133,844,344 (37,200,000) 96,644,344 TOTAL
Crisil Properties Ltd. India Index Services and Products Ltd. Mr. R.Ravimohan
21. Previous years figures have been regrouped where necessary to conform to this years classification.
Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
61
Schedule M
Cash Flow Statement for the year ended March 31, 2002
Current Year Rupees Rupees 286,226,372 70,125,450 5,000,000 (488,740) -752,048 (8,640,006) (5,878,661) (9,747,908) 337,348,555 Previous Year Rupees Rupees 133,844,345 53,816,113 (9,000,000) (28,143,406) (30,586,398) 752,048 40,461,096 (6,475,238) (4,420,215) 150,248,345
A.
Cash Flow from Operating Activities : Profits Before Tax Adjustments for : Depreciation Provision for contingency made/(written back) Profit on sale of Fixed Assets Profit on sale of property rights Miscellaneous Expenditure written off (Profit) / Loss on Sale of Investments Interest / Dividend received Lease Income Operating Profit before Working Capital changes Adjustments for : Trade & Other Receivables Sundry Debtors Sundry Deposits Accrued Interest Loans Advances Advance Payment of Tax & TDS Trade Payables Sundry Creditors Other Liabilities Provision for Leave Encashment Cash generated from Operations Direct Taxes provided Cash Flow before Extra ordinary items Extra Ordinary items Net Cash form Operating Activities
(8,007,109) (5,196,533) (31,931) 75,786,387 45,996,032 52,684,697 (14,398,837) (70,477,318) 454,000 414,157,943 (155,451,362) 258,706,581 -258,706,581
(2,534,662) (2,846,200) 7,113,215 (73,599,316) (35,656,050) (17,923,214) 34,422,822 74,045,340 1,257,000 134,527,280 (37,200,000) 97,327,280 -97,327,280
B.
Cash Flow from Investing Activities : Purchase of Fixed Assets Sale of Fixed Assets Profit on Sale of Property rights Purchase of Investments Sale of Investments Interest received Profit/(loss) on Sale of Investments Lease Income Net Cash used in Investing Activities (100,071,364) 8,580,027 -(391,499,998) 215,000,000 5,878,661 8,640,006 9,747,908 (243,724,760) (133,016,953) 64,194,986 30,586,398 (69,999,933) 112,875,000 6,475,238 (40,461,096) 4,420,215 (24,926,145)
62
Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
We have verified the above Cash Flow Statement of THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED derived from the audited financial statements for the years ended March 31, 2002 and March 31, 2001 and found the same to be drawn in accordance therewith and with the requirements of Clause 32 of the listing agreement with the stock exchange. For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
63
Statement pursuant to section 212 of the Companies Act ,1956 relating to Subsidiary Company
1. Name of the subsidiary company Crisil Research & Information Services Limited March 31, 2002 25,000 Equity shares of Rs.100/each fully paid up 100% Global Data of India Limited Crisil.com Crisil Properties services Limited Limited
2. The financial period of the subsidiary company ended on 3. (a) Number of shares in the subsidiary Company held by CRISIL at the above date (b) Extent of interest of CRISIL in the capital of the subsidiary 4. Net aggregate amount of the profits/ (losses) of the subsidiary so far it concerns the members of CRISIL as is not dealt with the Companys Accounts : (a) Profits / (losses) for the period ended March 31, 2002 of the subsidiary (b) Profits / (losses) for the previous financial year of the subsidiary, since it became the subsidiary of CRISIL 5. Net aggregate amount of the profits /(losses) of the subsidiary so far as dealt with or provision is made for those losses in CRISIL s Accounts (a) For the subsidiarys financial year ended March 31, 2002 (b) For the previous year since it became a subsidiary of CRISIL Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
March 31, 2002 March 31, 2002 4900 Equity shares of 100/each fully paid up 100%
249,993 Equity 40,000,000 shares of Rs. 10/- Equity shares each fully paid up of Rs. 1/- each fully paidup 100% 100%
Nil Nil
Nil Nil
Nil Nil
Nil Nil
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
II.
Source of Funds
Paid up Capital Secured Loans
Application of Funds
Net Fixed Assets Net Current Assets Accumulated Losses Miscellaneous Expenditure
IV.
V.
Generic Names of Three principal Products/Services of Company (as per monetary terms)
Production Description Credit Rating Advisory Services Information Services
Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Schedule Sources of Funds Shareholders Funds Share Capital Reserves & Surplus Deferred Tax Liability Application of Funds Fixed Assets Gross Block Less : Depreciation Net Block Add : Capital Work in Progress & Advances Investments Current Assets, Loans & Advances Current Liabilities & Provisions Miscellaneous Expenditure Share Issue Expenses (to the extent not written off ) D E F C A B
610,353,757 176,747,115 433,606,642 4,503,312 403,100,482 46,809,986 (242,002,777) 161,097,705 2,089,251 438,109,954 47,499,970
724,015,377 Significant Accounting Policies and Notes to the Accounts Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner L&M
648,796,880
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Consolidated Profit and Loss Account for the year ended March 31, 2002
Income Income from Operations Other Income Extraordinary items: Profit on sale of Fixed Assets Profit on sale of Property Rights Profit on sale of Investments Expenses Staff Expenses Establishment Expenses Other Expenses Extraordinary items: Loss on sale of Investments Loss on sale of Fixed Assets Profit after extraordinary items Provision for Contingencies (made)/written back (Refer Note 15, Schedule L) Profit before Depreciation & Tax Less : Depreciation Profit before Tax Less : Income Tax arrears ( Refer Note 9, Schedule L) Less : Provision for Taxation (Refer Note 7, Schedule L) Profit after Tax Add: Profit brought forward from previous years Appropriations Proposed Dividend Corporate Dividend Tax General Reserve Balance carried to Balance Sheet Significant Accounting Policies and Notes to the Accounts Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner L&M For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer Schedule G H Current Year Rupees 683,509,921 16,689,338 488,740 -8,640,006 709,328,005 I J K 193,456,454 73,876,687 92,541,391 --359,874,532 349,453,473 (5,000,000) 344,453,473 72,729,614 271,723,859 52,451,362 103,754,000 115,518,497 26,796,740 142,315,237 40,300,000 -80,000,000 22,015,237 142,315,237 Previous Year Rupees 440,777,402 16,891,464 28,143,406 30,586,398 -516,398,670 147,154,720 63,356,147 93,087,452 40,461,096 -344,059,415 172,339,255 9,000,000 181,339,255 53,874,065 127,465,190 37,970,000 89,495,190 54,879,750 144,374,940 34,100,000 3,478,200 80,000,000 26,796,740 144,374,940
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
Schedule B
Reserves & Surplus Share Premium Account General Reserve as per last Balance Sheet Less : Transfer to Deferred Tax Liablity Add : Transfer from Profit and Loss Account Profit and Loss Account 480,000,000 (34,500,000) 80,000,000 525,500,000 22,015,237 627,515,237 80,000,000 480,000,000 26,796,740 586,796,740 80,000,000 400,000,000 80,000,000
Schedule C
GROSS BLOCK AT COST Fixed Assets Goodwill Trademarks Copyrights Land & Buildings Furniture & Fixtures Office Equipments Computers Vehicles Leased Assets (Plant & Machinery) Total Previous Year 610,353,757 111,355,236 16,684,482 408,326,513 259,670,988 57,643,744 705,024,511 176,747,115 610,353,757 144,465,216 72,729,614 53,874,065 8,593,196 240,883,533 21,592,166 176,747,115 464,140,978 433,606,642 433,606,642 263,861,297 As on 1/04/2001 Rs. 8,959,000 65,430,000 1,729,500 299,475,261 49,136,397 46,132,747 116,428,891 13,561,961 9,500,000 Additions Rs. ---Deductions Rs. ---As on 31/03/2002 Rs. 8,959,000 65,430,000 1,729,500 306,704,864 75,019,599 66,523,100 149,523,229 21,635,219 9,500,000 Upto 1/04/2001 Rs. 521,401 18,342,848 480,327 40,918,909 19,012,678 12,417,546 70,685,998 4,867,408 9,500,000 DEPRECIATION For the year Rs. 447,950 11,771,788 312,293 13,408,614 10,111,765 6,807,424 25,470,578 4,399,202 -On Assets sold Rs. 691,727 2,235,920 469,560 1,884,568 3,311,421 -Upto 31/03/2002 Rs. 969,351 30,114,636 792,620 53,635,796 26,888,523 18,755,410 94,272,008 5,955,189 9,500,000 NET BLOCK As on 31/03/2002 Rs. 7,989,649 35,315,364 936,880 253,069,068 48,131,076 47,767,690 55,251,221 15,680,030 -As on 31/03/2001 Rs. 8,437,599 47,087,152 1,249,173 258,556,352 30,123,719 33,715,201 45,742,893 8,694,553 --
11,450,414 4,220,811 28,980,782 3,097,580 21,677,743 1,287,390 35,383,943 2,289,605 13,862,354 5,789,096 ---
Note : Buildings include Rs. 490,800 (Previous Year - Rs. 490,800) in respect of shares held in Co-operative Societies.and Rs. 120,000,000 (Previous Year - 120,000,000) in respect of 4900 shares and Shareholders contribution Rs. 48,366,648 of Crisil Properties Ltd (subsidiary Company).
68
6,499,970
2,499,970
B. Short Term (Unquoted) 2,872,758.351 Units (Previous year 1,742,592 units) of Prudential ICICI Liquid Plan [1,846,531.107 units purchased and sold during the year] 28,797.074 Units( Previous year 17481 units) of Alliance Cash Manager Plan 3,579,706.643 Units of IDBI Principal Cash Management Fund 3,960,396.04 Units of Templton Floating Rate Bond Fund 3,549,340.266 Units of HDFC Liquid Plan [4,614,872.541 units purchased and sold during the year] NOTE :During the year the following Mutual Fund units were purchased and sold 1,898,513.085 units of DSP Merrill Lynch Liquid Plan 2,000,000 units of Birla Fixed Maturity Plan 3,701,844.06 units of Franklin Templeton Liquid Plan 4,402,795.543 units of Prudential ICICI Fixed Maturity Plan
40,000,000
22,500,000
22,500,000 ----
----206,499,970
----47,499,970
Schedule E
Current Assets, Loans and Advances A. Current Assets : Cash on Hand Bank Balances with Scheduled Banks On Current Accounts On Fixed Deposit Accounts Sundry Debtors (Unsecured - Considered Good) Debtors - over six months Other Debtors Other Interest Accrued (A) B. Loans and Advances Loans to Staff (Considered Good) (Refer note 6, Schedule L) Advances recoverable in cash or kind or for value to be received (Unsecured - Considered Good) Sundry Deposits (Refer note 6, Schedule L) Advance Taxes paid and TDS (Net of Provision for Taxation) (B)
95,077 8,107,924 43,286,202 18,596,719 55,010,243 596,942 125,693,107 23,850,529 5,730,762 29,068,015 34,538,058 93,187,364 218,880,471
99,278 41,781,719 40,054,958 19,570,801 44,393,727 540,039 146,440,522 99,459,904 51,220,047 20,536,321 85,443,688 256,659,960 403,100,482 69
Schedule F
Current Liabilities and Provisions A. Current Liabilities : Sundry Creditors Advances received from clients Other Liabilities B. Provisions : Proposed Dividend Corporate Dividend Tax thereon Provision for Contingency Provision for Tax ( Net of Advance tax paid and TDS) Provision for Gratuity Provision for Leave Encashment
As at March 31, 2002 Rupees 41,595,254 34,264,237 43,890,494 119,749,985 40,300,000 -5,000,000 233,500 229,000 6,558,000 52,320,500 172,070,485
As at March 31, 2001 Rupees 55,084,821 44,496,963 98,867,293 198,449,077 34,100,000 3,478,200 -233,500 -5,742,000 43,553,700 242,002,777 Previous Year Rupees 283,709,088 107,351,638 48,722,557 146,250 --847,869 -440,777,402
Schedule G
Income From Operations Ratings Services Advisory Services Research & Information Services Fund Services Income Web Services Income Real Time Services Income Maintenance charges recovered Training and Data Slicing income
Current Year Rupees 494,311,499 119,641,021 53,784,087 5,127,850 1,092,714 9,000,000 -552,750 683,509,921
Schedule H
Other Income Income from Investments (TDS Rs. Nil, Previous year Rs.Nil) Interest on Deposits and Loans (TDS - Rs.799,189 Previous Year - Rs. 946,442) Lease Income Foreign Exchange Gain Miscellaneous Income
70
Schedule J
Establishment Expenses Repairs and Maintenance - Buildings - Others Electricity Postage and mailing expenses Telephone expenses Insurance Rent Rates & Taxes 10,598,040 9,046,688 9,706,309 2,258,791 13,588,887 2,843,796 21,695,830 4,138,346 73,876,687 4,896,901 8,541,746 9,258,072 2,025,794 22,318,652 2,188,629 10,948,460 3,177,893 63,356,147
Schedule K
Other Expenses Printing and Stationery Travelling and Conveyance Books and Periodicals Vehicle Expenses Remuneration to Non-wholetime Directors (Refer note 10, Schedule L) Business Promotion and Advertisement Preliminary Expenditure Written off Professional Fees Software Purchase & Maintenance Expenses Bad Debts written off Auditors Remuneration (Refer note13, Schedule L) Miscellaneous Expenses (Net of Recoveries Rs.142,666) 10,468,275 205,14,905 3,018,484 3,958,505 3,585,000 2,921,909 752,048 27,073,045 8,238,538 9,223,544 428,250 2,358,888 92,541,391 12,081,074 214,50,264 2,409,213 3,062,285 3,470,000 5,736,378 752,048 23,489,894 12,143,999 6,171,622 258,861 2,061,814 93,087,452 71
Accounting Policies
Basis of Accounting The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
1.2
Fixed Assets and Depreciation / Amortisation All fixed assets are stated at cost which comprises of purchase price, duties and any directly attributable cost of bringing the asset to its working condition for intended use. Depreciation on the assets has been provided on written down value at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956. Depreciation on Trademarks and Copyrights has been provided at the rates prescribed by the Income Tax Act, 1961. Goodwill is amortised over a period of 20 years. Depreciation on assets added, sold or discarded during the year has been provided on pro-rata basis.
1.3
Investments Investments are stated at lower of Cost and Fair value. Provision for diminution in case of long term investments is made if the decline in value is other than temporary in nature.
1.4
Revenue Recognition Income from Operations Income from Operations comprises of income from rating and surveillance activities, credit assessments, special assignments, advisory services and subscriptions to information products. Rating Fees are deemed to accrue on the date of assignment of rating. Surveillance fee income and subscription to information products are receivable and accounted annually on accrual basis. Fees received for credit assessments, advisory services and special assignments are fully recognised as income in the year in which such assessments/assignments are carried out. Other Income Dividends from investments are recognised in the Profit & Loss Account when the right to receive the dividends is established. Lease Income is accounted as per the Accounting Standard on Leases issued by the Institute of Chartered Accountants of India. Interest income is recognised on accrual basis.
1.5
Retirement Benefits The Company provides retirement benefits in the form of Provident Fund, Superannuation and Gratuity. Contribution to the Provident Fund is made at prescribed rates to the Provident Fund Trust / Commissioner and absorbed in the Profit and Loss Account. Liability in respect of Superannuation benefits extended to certain employees is contributed by the Company to LIC of India against a master policy @ 15% of the basic salary of such employees. The Company has taken a Group Gratuity Insurance Policy with LIC of India to secure gratuity liability. The Company accounts for gratuity liability equivalent to the premium amount payable to LIC of India every year based on a percentage of annual salary specified by LIC of India.Provision for leave encashment liability is made on actuarial basis.
1.6
Foreign Currency Transactions Income and expenditure in foreign currency is converted into Indian rupees at the rate of exchange prevailing on the date of transaction.
1.7
Miscellaneous Expenditure Share issue expenses and preliminary expenses are amortised over a period of ten years.
72
3. 4. 5. 6.
7.
8. 9.
10. Managerial Remuneration : Wholetime Directors: Salary Commission Contribution to PF, Superannuation & Gratuity Fund Perquisites
Add : Remuneration to Wholetime Directors Remuneration to Non-wholetime Directors Depreciation charge in Accounts Profit on sale of assets under Section 349 Loss on sale of Investments Less : Depreciation as per Section 350 Profit/(Loss) on sale of assets as per books Profit on sale of Investments Net Profit under Section 198 Commission payable to each Wholetime Director upto 3% of the above Commission payable to Non-Wholetime Directors 11. Earnings in foreign exchange : Rendering advisory services and Sale of information products 12. Expenditure in foreign currency : Foreign travel Others 13. Auditors Remuneration includes : Audit fees (includes service tax Rs. 13,750. Previous year 9,000) Tax Matters (includes service tax Rs. 3,800. Previous Year - Rs.1,500) Other matters (includes service tax Rs. 2,900. Previous year Rs.1,250 ) Out of Pocket Expenses 14. Amount remitted during the year in foreign currency, on account of dividends Number of shareholders Number of equity shares of Rs 10 each held by them on which dividend was paid Year to which dividend related Amount remitted (Rs)
8,250,179 3,585,000 70,125,450 488,740 -368,675,741 70,125,450 488,740 8,640,006 289,421,545 2,700,000 3,100,000 39,769,827 6,275,140 5,269,488 288,750 79,800 52,650 7,050 428,250 1 600,000 2000-2001 3,300,000
5,888,951 3,470,000 53,816,113 28,143,406 40,461,096 265,623,911 37,255,052 28,143,406 -200,225,453 1,550,000 2,935,000 19,688,452 5,299,418 3,629,121 189,000 31,500 31,250 7,111 258,861 1 600,000 1999-2000 3,300,000
15. During the year the Company has created a Provision for Contingencies amounting to Rs. 50 lacs which, in the opinion of the management, is considered necessary and adequate to provide, inter alia, for possible losses, expenses or claims arising out of disputes during conduct of business. 16. At the fourteenth Annual General Meeting held on August 2, 2001 the shareholders approved the Employee Stock Option Plan (ESOP) for the employees and whole time Directors of the Company and its subsidiaries. During the year Company has issued 56,300 stock options to 44 employees, details of which is given in Directors Report. 74
18. Earnings Per Share Profit After Taxation as per Profit and Loss Account Number of Shares outstanding Basic Earning per Share ( Face Value Rs. 10 per share ) 19. Related Party Disclosure Name India Index Services & Products Limited Mr. R.Ravimohan Relationship Joint Venture Whole time Director
Nature of Transactions Investment in Equity Shares ( Investment made during the year Rs.4,000,000) Remuneration Loan Sundry Deposits Rent Paid Remuneration Loan
20. Previous Figures are given for comparison purpose and are not audited. 21. Previous years figures have been regrouped where necessary to conform to this years classification. Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner For and on behalf of the Board A.V. Rajwade Dr. S. A.Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
76
Report 15th Annual 2001 - 2002 Schedule M Consolidated Cash Flow Statement for the year ended March 31, 2002
Rupees 271,723,859 72,729,614 5,000,000 (488,740) 752,048 (8,640,006) (6,487,540) (9,747,908) 324,841,327 Current Year Rupees
A.
Cash Flow from Operating Activities : Profit Before Tax Adjustments for : Depreciation Provision for contingency Profit on sale of Fixed Assets Miscellaneous Expenditure written off Profit on Sale of Investments Interest / Dividend received Lease Income Operating Profit before Working Capital changes Adjustments for : Trade & Other Receivables Sundry Debtors Sundry Deposits Accrued Interest Loans Advances Advance Payment of Tax & TDS Trade Payables Sundry Creditors Other Liabilities Provision for Gratuity Provision for Leave Encashment Cash generated from Operations Direct Taxes provided Cash Flow before Extra ordinary items Extra Ordinary items Net Cash from Operating Activities
(9,642,434) (8,531,694) (56,903) 75,609,375 45,489,285 50,905,630 (13,489,566) (65,209,525) 229,000 816,000 400,960,495 (156,205,362) 244,755,133 -244,755,133
B. Cash Flow from Investing Activities : Purchase of Fixed Assets Sale of Fixed Assets Purchase of Investments (112,079,164) 8,580,025 (374,000,000) 77
Consolidated Cash Flow Statement for the year ended March 31, 2002
Rupees Sale of Investments Interest received Dividend received Profit on Sale of Investments Lease Income Net Cash used in Investing Activities C. Cash Flow from Financing Activities : Proceeds from Issue of Share Capital Dividend & Dividend Tax paid Net Cash used in Financing Activities Net Increase/(decrease) in Cash and Cash Equivalents Cash and Cash Equivalents (Opening balance) Cash and Cash Equivalents (Closing balance) Net Increase/(decrease) in Cash and Cash Equivalents -(37,578,200) (37,578,200) (30,446,752) 81,935,955 51,489,203 (30,446,752) 215,000,000 6,487,540 -8,640,006 9,747,908 (237,623,684) Current Year Rupees
Per our Report attached For S.B.Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner
For and on behalf of the Board A.V. Rajwade Dr. S.A. Dave B.R. Shah M.G. Bhide Rama Bijapurkar Edward Emmer
Directors
Chairman Managing Director Executive Director Executive Director & Chief Rating Officer Company Secretary
78
Auditors
S.B. Billimoria & Co.
Bankers
HDFC Bank Ltd.
Registered Office
261-262, Solitaire Corporate Park, 151, Andheri Kurla Road, Andheri (East), Mumbai - 400 093.
79
DIRECTORS REPORT
To the Members, Your Directors present the Third Annual Report of the Company with the Audited Accounts for the year ended March 31, 2002.
Performance
A summary of your Companys financial performance is given below : Year ended March 31, 2002 (Rs. lacs) Total Income for the year was Profit before depreciation and taxes was Deducting therefrom depreciation of Profit before tax was Deducting therefrom taxes of Profit after tax which has been carried to the Balance Sheet 4.42 7.25 3.50 4.80 -7.97 -12.05 7.97 12.05 205.00 180.00 Year ended March 31, 2001 (Rs. lacs)
Dividend
Considering the long-term interest of the Company and as a matter of prudence, it is proposed to plough back profits to build up reserves. Your Directors, therefore, do not recommend payment of dividend for the year ended March 31, 2002.
Review of Operations and Outlook Your Company continues to provide customised research and information services to meet diverse needs and continues to proactively provide analytical support to enable entities in the corporate and financial sectors to manage and operate in the current era of global competition. An integrated electronic version offering all information and analysis on the Indian economy, industries as well as companies was developed and installed for clients. The Company also increased coverage of industries and companies and strengthened the product delivery capabilities. Foreign Exchange Earnings and Expenditure
The Company had no foreign exchange earnings and outgoing during the year ended March 31, 2002.
80
Personnel
The staff strength as on March 31, 2002 stood at 62 as against 56 at the end of the previous year. The Company did not employ any person covered by section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.
Directors
Mr. R. Ravimohan retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Auditors
M/s. S. B. Billimoria & Co. will retire as Auditors at the ensuing annual general meeting and are eligible for re-appointment.
Directors Responsibility Statement as required under the provisions contained in Section 217(2AA) of the Companies Act, 1956 :
Your Directors hereby confirm that: (i) (ii) in the preparation of the annual accounts, the applicable accounting standards have been followed. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. the Directors have prepared the annual accounts on a going concern basis.
(iii)
(iv)
Acknowledgements
The Board of Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company. On behalf of the Board of Directors R. Ravimohan Hemant Joshi Director Director Mumbai, April 26, 2002
81
COMPLIANCE CERTIFICATE
Registration No. of the Company Nominal Capital : 11-123304 : Rs.3,00,00,000/-
To, the Members of CRISIL RESEARCH & INFORMATION SERVICES LIMITED 261-262, Solitaire Corporate Park, 151, Andheri Kurla Road, Andheri (East), Mumbai - 400 093 We have examined the registers, records, books and papers of CRISIL RESEARCH & INFORMATION SERVICES LIMITED (hereinafter referred to as the Company) as required to be maintained under the Companies Act, 1956, (hereinafter referred to as the Act) and the rules made thereunder, and also the provisions contained in the Memorandum and Articles of Association of the Company in respect of or for the financial year ended on 31st March, 2002 (hereinafter referred to as the financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that, in respect of the said financial year, 1. Except the following Registers, which either were not required to be maintained by the Company or where there were no entries required to be made therein, the Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.
Statutory Registers
1. 2. 3. 4. Register of investment not held in Companys name under section 49 of the Act. Register of public deposits under section 58A of the Act. Register of charges under section 143 of the Act. Register of loans and investments made, guarantee given or security provided under section 372A of the Act. Register of sealed documents. Register of Dividend/interest. Register of Proxies.
Non-statutory Registers
1. 2. 3. 2.
The Company has duly filed the forms and returns, as stated in Annexure-B to this certificate, with the concerned Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder. The Company, being a public company, has the minimum paid-up capital, as prescribed under the Act. The Board of Directors duly met 4 times respectively on 27th April, 2001and 20th September, 2001, 27th December, 2001 and 27th February, 2002, in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. There were no circular resolutions passed during the financial year.
3. 4.
82
5. 6.
The Company has not closed its Register of Members during the financial year. The Annual General Meeting of the shareholders of the Company, for the financial year ended on 31st March, 2001, was held on 27th September, 2001, at a shorter notice, then prescribed under the Act and its Articles of Association, after obtaining the consents from all the members of the Company in that regard, and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. No Extra-ordinary General Meeting of the shareholders of the Company was held during the financial year. The Company has not advanced any loan to its directors or persons or firms or companies referred to under section 295 of the Act. The Company has not entered into any contracts falling within the purview of Section 297 of the Act, as per the explanations provided by the officers of the Company. The Company was not required to make any entries in the register maintained under Section 301 of the Act, since there was no contract, falling within the purview of Section 297 of the Act, entered into, during the financial year. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government, as the case may be. The Company has not issued any duplicate certificates during the financial year. The Company has: (i) not delivered the certificates on allotment of securities and on lodgement thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act, since there were no allotment, transfer or transmission of shares in or debentures of the Company, during the financial year. not deposited any amount in a separate bank account as no dividend was declared during the financial year.
7. 8. 9. 10.
(ii)
(iii) not posted warrants or cheques to the members of the Company as no dividend was declared during the financial year. (iv) not transferred any amount to Investor Education and Protection Fund, since there was no amount, on account of unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon, lying with the Company, and which was required to be transferred to the said Fund. duly complied with the requirements of section 217 of the Act.
(v) 14.
The Board of Directors of the Company is duly constituted. There was no appointment of additional Directors, alternate Directors and Directors to fill casual vacancy during the financial year. However, Ms. Anjali Forbes, who, having been earlier appointed as the additional Director of the Company at the meeting of the Board of Directors of the Company held on 28th December, 2000, and being therefore liable to retire at the Annual General Meeting held on 27th September, 2001, has been appointed as the Director of the Company at the above-referred Annual General Meeting of the shareholders of the Company. The Company has not appointed any Managing Director or Whole-time Director during the financial year. The Company has not appointed any sole-selling agent during the financial year.
83
15. 16.
18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31.
32. 33.
Annexure - I
NON-STATUTORY REGISTERS
1. Register of application and allotment of securities. 2. Register of transfer/transmission of shares, debentures and other securities.
Annexure - II
Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government, or other authorities during the financial year ended 31st March, 2002. Sr. No. Form / Return No. Filed under Section(s) For the matter(s) Date of filing Whether filed If delay in filing, within prescribed whether requisite time [Yes/No] additional fee paid [Yes/No] Yes No
1.
209 (1)
26-9-2001
2.
159
15-10-2001
Yes
No
3.
Form No. 32
302(2)
Appointment of of Director of the Company Annual Accounts Financial year ended 31st March, 2001
15-10-2001
Yes
No
4. 5.
Balance Sheet as at 220 31st March, 2001 Certificate of Compliance Proviso to section 383A
18-10-2001 18-10-2001
Yes Yes
No No
85
AUDITORS REPORT
TO THE MEMBERS OF CRISIL RESEARCH & INFORMATION SERVICES LIMITED 1. We have audited the attached Balance Sheet of CRISIL RESEARCH & INFORMATION SERVICES LIMITED as at March 31, 2002 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. Further to our comments in the Annexure referred to in paragraph 3 above : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
2.
3.
4.
(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; c) (c) (e) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account; in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; on the basis of the written representations from the Directors, taken on record by the Board of Directors, and according to the information and explanations given to us, none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director under Section 274 (1)(g) of the Companies Act, 1956. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: (i) (ii) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date. For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002
86
(f)
For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002 Mohammed Z. Merchant Partner
87
Schedule Sources of Funds Shareholders Funds Share Capital Reserves & Surplus A B
Application of Funds Current Assets, Loans & Advances Current Liabilities & Provisions C D 6,932,229 (3,117,270) 3,814,959 Significant Accounting Policies and Notes to the Accounts I 6,120,402 (2,752,041) 3,368,361
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants
R. Ravimohan Mohammed Z. Merchant Partner Mumbai : April 26, 2002 Hemant Joshi Anjali Forbes Mumbai : April 26, 2002
88
89
Schedule B
Reserves & Surplus Profit and Loss Account 1,314,959 1,314,959 868,361 868,361
Schedule C
Current Assets, Loans and Advances A. Current Assets : Cash on Hand Bank Balances with Scheduled Banks On Current Accounts On Fixed Deposit Account Interest Accrued Sundry Deposits
24,942 1,203,490 4,030,760 35,699 100,000 5,394,891 228,680 1,279,806 28,852 1,537,338 6,932,229
(A)
B. Loans and Advances Loans to employees (Unsecured considered good) Advance Taxes paid and TDS (Net of Provision for Taxation) Advances Recoverable in Cash/Kind (B)
Schedule D
Current Liabilities and Provisions A. Current Liabilities : Sundry Creditors Other liabilities B. Provisions Provision for leave encashment Provision for Gratuity
TOTAL (A+B)
90
Schedule E
Other Income Interest on Bank Deposit Miscellaneous Income
Schedule F
Staff Expenses Salaries Contribution to Provident Fund Staff Welfare Expenses Staff Training Expenses Medical Reimbursement Other staff expenses
Schedule G
Other Expenses Audit Fees ( Refer note 4 - Schedule I) Brokerage Charges Books & Periodicals Conveyance Travelling Printing & Stationery Professional Fees Vehicle Expenses Miscellaneous Expenses
38,850 26,000 51,844 240,211 378,798 72,072 157,240 216,340 4,820 1,186,174
Schedule H
Establishment expenses Repairs and Maintenance - Building - Others Equipment Maintenance Insurance charges Communication Expenses Rent 34,107 104,039 2,300 279,673 170,129 156,000 746,248 79,501 48,717 -48,021 54,180 -230,419
91
Accounting Policies
Basis of Accounting The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
1.2
Revenue Recognition Income from Operations Income from Operations comprises of income from professional services rendered in the area of research and information which are accounted on accrual basis. Other Income Interest income is recognised on accrual basis.
1.3
Retirement Benefits The Company provides retirement benefits in the form of Provident Fund. Contribution to the Provident Fund is made at prescribed rates to the Regional Provident Fund Commissioner and absorbed in the Profit and Loss Account.Company is not liable to make provision for Gratuity,however provision is made on actual basis.Provision for Leave Encashment is made on acturial basis
2. 3.
The Company has no amounts due to small scale undertakings exceeding Rs. 100,000. Related Party Disclosure : Name The Credit Rating Information Services of India Ltd. Relationship Holding Company Nature of Transaction Professional fees Received Equity Share Capital 2001-02 26,250 12,600 38,850 Amount (Rs.) 20,400,000 2,500,000 2000-01 26,250 -26,250
4.
Auditors Remuneration includes : Audit fees [ includes service tax 1250. Previous year - 1250] Tax Matters (includes service tax Rs. 600 )
5.
Previous years figures have been regrouped where necessary to conform to this years classification.
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants
Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
II.
Source of Funds
Paid up Capital Secured Loans
Application of Funds
Net Fixed Assets Net Current Assets Accumulated Losses
IV.
V.
Generic Names of Three principal Products/Services of Company (as per monetary terms)
Production Description Professional Research and Information Services
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants
R. Ravimohan Mohammed Z. Merchant Partner Mumbai : April 26, 2002 Hemant Joshi Anjali Forbes Mumbai : April 26, 2002
93
94
Crisil.Com Limited
2nd Annual Report and Accounts 2001-2002
Board of Directors
R. Ravimohan Hemant Y. Joshi Mukarram Bhagat
Auditors
S.B. Billimoria & Co.
Bankers
ICICI Bank Ltd.
Registered Office
CRISIL House, 121/122, Andheri- Kurla Road, Andheri(E), Mumbai - 400 093.
95
Crisil.Com Limited
DIRECTORS REPORT
To the Members, Your Directors present the Second Annual Report of the Company with the Audited Accounts for the year ended March 31,2002.
Performance
A summary of your Companys financial performance is given below : Year ended March 31,2002 (Rs. Lacs) Total Income for the year was Loss before depreciation was Adding depreciation thereto Resultant loss which has been carried to the Balance Sheet 208.81 (138.00) (26.04) (164.04) Period ended March 31, 2001 (Rs. Lacs) 91.71 (81.03) (0.58) (81.61)
Dividend
In view of the losses, your Directors do not recommend any dividend for the year ended March 31,2002.
Operational Review
Information Business The Company launched CRISIL MarketWire (CMW), a Real-time Financial Market Information service, in October 2001 by taking over the operations of the erstwhile Bridge News. Today, CMW is the leading source of real-time news and commentary on Indias fixed income market. Manned by about 20 experienced journalists, the news service provides a blow-by-blow account of developments in all segments of this market on a real time basis.
96
Most recently, CRISIL MarketWire has launched the CRISIL FundsWire (CFW), which focuses on the mutual fund industry. Besides 40-50 stories daily on the industry, CRISIL FundsWire also provides information tools to its clients. These tools and databases, developed by the Companys Mutual Funds Ranking and Research Services division, allow customers to search and compare the performance of over 300 schemes of around 35 Asset Management Companies (AMCs) in India. The real-time version of the CMW service is currently offered on the terminals of MoneyLine Telerate, the successor to Bridge Information Services. The service can also be accessed on the Web at www.crisilmarketwire.com. At present, the site is offered on a free-to-view, trial basis but will shortly be offered as a priced subscription. Over 500 of finance sector participants depend on CRISIL MarketWires news. These clients include the Reserve Bank of India, the biggest commercial banks, foreign banks in India, bond dealers and mutual fund managers. CRISIL has aimed to fuse MarketWires breaking news capabilities with its analytical capabilities. The strength of this fusion was demonstrated on February 28, 2002, in the live coverage and impact-analysis of the Government of Indias annual budget. Within minutes of the news teams live reporting on the contents of the budget, the CRISIL team of over 100 analysts gave the markets instant briefs on the impact of the various fiscal and budgetary measures even as it was being detailed in the countrys Parliament The news and analysis - we call it Breaking Views - was published on the real-time platform of MoneyLine Telerate, CNBCs India television channel, and on www.crisilbudget.com. The Company also successfully developed and launched the new www.crisilratings.com website in October 2001 with rich, dynamic information on CRISIL Ratings actions, analytical views, historical trends and archived data. This site is being sold on a subscription basis and has met with good response from the banking and funds industry.
Crisil.Com Limited
Portfolio Tracker, capable of identifying fund managers holding patterns and changing preferences, scrip-wise and industry-wise, enables asset managers to keep a track of investing trends and enables dealers to place and source securities across various asset classes.
Personnel
The staff strength as on March 31,2002 stood at 51 (including 44 professionals) as against 14 (including 12 professionals). The increase was necessitated to implement the newswire project of the Company.
98
The Company did not employ any person covered by Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees)Rules, 1975.
Directors
In accordance with the Articles of Association of the Company and the provisions of the Companies Act,1956, Mr. Mukarram Bhagat, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.
Auditors
Messrs S.B.Billimoria & Co., Chartered Accountants, will retire as Auditors at the ensuing Annual General Meeting and are eligible for reappointment. Directors Responsibility Statement as required under the provisions contained in Section 217(2AA) of the Companies Act,1956. Your Directors hereby confirm that : (i) (ii) in the preparation of the annual accounts, the applicable accounting standards have been followed. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irrregulaties. The Directors have prepared the annual accounts on a going concern basis.
(iii)
(iv)
Acknowledgements
The Board of Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company and support and co-operation received from the management of CRISIL. On behalf of the Board of Directors. R. Ravimohan Director Mukarram Bhagat Director
99
Crisil.Com Limited
AUDITORS REPORT
TO THE MEMBERS OF CRISIL.COM LIMITED 1. We have audited the attached Balance Sheet of CRISIL.COM LIMITED as at March 31, 2002 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. Further to our comments in the Annexure referred to in paragraph 3 above : (a) (b) (c) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; 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; the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;
2.
3.
4.
(b) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; (c) on the basis of the written representations from the Directors, taken on record by the Board of Directors, and according to the information and explanations given to us, none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director under Section 274 (1)(g) of the Companies Act, 1956.
(d) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and (ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date. For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, 26 April, 2002
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2. 3.
4. 5. 6. 7. 8. 9.
10.
11.
12.
Crisil.Com Limited
CRISIL.COM LTD
Balance Sheet as at March 31, 2002
As at March 31,2002 Rupees Rupees As at March 31,2001 Rupees Rupees
Schedule
Sources of Funds ShareholdersFunds Share Capital A 40,000,070 40,000,070 Application of Funds Fixed Assets Gross Block Less: Depreciation Net Block Add: Capital Work In Progress & Advances Current Assets, Loans & Advances Current Liabilities & Provisions Profit & Loss A/c debit balance C D B 15,941,112 2,662,116 13,278,996 -10,711,321 (8,555,368) 2,155,953 24,565,121 40,000,070 Significant Accounting Policies and Notes to the Accounts Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26, 2002 I For and on behalf of the Board R. Ravimohan Hemant Joshi Mukarram Bhagat Seema Sarda Mumbai : April 26, 2002 Director Director Director Asst. Company Secretary 13,278,996 930,000 57,952 872,048 3,003,312 12,803,956 (2,340,200) 10,463,756 8,160,957 22,500,073 3,875,360 22,500,073 22,500,073
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CRISIL.COM LTD
Profit and Loss Account for the year ended March 31, 2002
Income
Income from Operations Other interest ( TDS Rs. 49,780, Previous year 5,497) Schedule E Current Year Rupees 20,620,564 260,862 20,881,426 Previous Year Rupees 9,146,250 24,320 9,170,570 6,631,042 2,264,751 8,377,782 17,273,575 (8,103,005) 57,952 (8,160,957) -(8,160,957) -(8,160,957) (8,160,957) (8,160,957)
Expenditure
Staff Expenses Establishment Expenses Other Expenses F G H 20,431,524 8,696,524 5,553,378 34,681,426 Profit/ (Loss) before Depreciation & Tax Less: Depreciation Profit/ (Loss) before Tax Less: Provision for Taxation Profit/ (Loss) after Tax Add : Loss brought forward from previous years (13,800,000) 2,604,164 (16,404,164) -(16,404,164) (8,160,957) (24,565,121) Balance carried to Balance Sheet (24,565,121) (24,565,121) Significant Accounting Policies and Notes to the Accounts Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26, 2002 I For and on behalf of the Board R. Ravimohan Hemant Joshi Mukarram Bhagat Seema Sarda Mumbai : April 26, 2002 Director Director Director Asst. Company Secretary
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Crisil.Com Limited
Schedule A
Share Capital Authorised: 60,000,000 Equity Shares of Re. 1 each Issued, Subscribed & Paid up: 4,00,00,070 shares of Re. 1 each, fully paid up ( 4,00,00,000 shares are held by The Credit Rating Information Services of India Ltd. - The Holding company) (Previous year 2,99,99,990 equity shares of Rs. 1 each, Rs.0.75 paid up and 80 equity shares of Rs.1 each fully paid up)
60,000,000 40,000,070
60,000,000 22,500,073
Schedule B
Gross Block at Cost Fixed Assets Computers Furniture & Fixture Office Equipments Vehicles Total Previous Year As on 1/04/2001 Rs 930,000 ---Additions Rs 6,489,410 4,507,522 3,614,180 400,000 Deductions Rs ------As on 31/03/2002 Rs 7,419,410 4,507,522 3,614,180 400,000 15,941,112 930,000 Upto 1/04/2001 Rs ---57,952 -Depreciation Net Block As on 31/03/2001 Rs 872,048 ---872,048 -For the On Assets Total Depreciation As on year Sold upto 31/03/2002 31/03/2002 Rs Rs Rs Rs ------1,488,097 744,192 340,737 89,090 5,931,313 3,763,330 3,273,443 310,910 744,192 340,737 89,090 2,604,164 57,952
57,952 1,430,145
Schedule C
Current Assets, Loans and Advances A. Current Assets Cash on Hand Bank Balances with Scheduled Banks On Current Accounts On Fixed Deposits Accounts Other Interest Accrued Sundry Debtors (Unsecured - Considered Good) Other Debtors (A)
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Schedule C (Cont.)
B. Loans and Advances Advances recoverable in cash or kind or for value to be received (Unsecured - Considered Good) Sundry Deposits Advance Taxes paid and TDS (B) TOTAL (A+B)
Rupees
457,895
--
Schedule D
Current Liabilities and Provisions A. Current Liabilities Sundry Creditors Advances received from clients Other Liabilities (A) B. Provisions Provision for Leave encashement (B) TOTAL (A+B) Schedule E Income from Operation Web Services Income Fund Services Income Real Time Services Income 6,492,714 5,127,850 9,000,000 20,620,564 9,000,000 146,250 -9,146,250 430,000 8,555,368 Current Year Rupees -2,340,200 Previous Year Rupees 2,076,785 6,048,583 -8,125,368 1,721,169 438,750 180,281 2,340,200
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Crisil.Com Limited
Schedule F
Staff Expenses Salaries & Bonus Other Staff expenses Leave Travel Allowance Gratuity Provident Fund Contribution Medical Reimbursement Staff Welfare Expenses 17,877,052 328,943 310,589 283,803 694,400 416,309 520,428 20,431,524 6,432,381 155,183 ----43,478 6,631,042
Schedule G
Establishment Expenses Repairs & Maintenance - Buildings - Others - Equipment Electricity Postage and Mailing Expenses Telephone Expenses Rent (Net of Recoveries Rs. 4,87,500) Insurance Charges Rates & Taxes 26,787 436,596 328,237 802,694 35,271 1,642,539 5,178,793 245,607 -8,696,524 38,593 57,610 13,821 325,724 23,131 448,472 1,352,000 -5,400 2,264,751
Schedule H
Other Expenses Printing & Stationery Conveyance Travelling Books & Periodicals Business Promotion & Advertisement Professional Fees Software Purchase & Maintenance Expenses Auditors Remuneration (Refer note 6, Schedule I) Miscellaneous Expenses (Net of Recoveries Rs. 1,42,666) Bad Debts written off Vehicle Expenses 387,771 317,967 337,213 284,345 92,782 3,580,803 24,000 54,600 186,599 48,500 238,798 5,553,378
106
173,113 33,581 98,541 8,423 996,505 6,392,369 72,442 10,500 592,308 --8,377,782
Accounting Policies
Basis of Accounting The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
1.2
Fixed Assets and Depreciation All fixed assets are stated at cost which comprises of purchase price, duties and any directly attributable cost of bringing the asset to its working condition for intended use. Depreciation on the assets has been provided on written down value at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956.
1.3
Revenue Recognition Income from Operations Income from Operations comprises of income from professional services rendered which are accounted on accrual basis. Other Income Interest income is recognised on accrual basis.
1.4
Retirement Benefits The Company provides retirement benefits in the form of Provident Fund and Gratuity. Contribution to the Provident Fund is made at prescribed rates to the Provident Fund Commissioner and absorbed in the Profit and Loss Account. The Company has taken a Group Gratuity Insurance Policy with LIC of India to secure gratuity liability. The Company accounts for gratuity liability equivalent to the premium amount payable to LIC of India every year based on a percentage of annual salary specified by LIC of India.Provision for leave encashment liability is made on actuarial basis.
2. 3.
The Company has no amounts due to small scale undertakings exceeding Rs. 100,000. Estimated amount of contracts remaining to be executed on capital account and not provided for aggregate Rs. 3,15,356 (Previous year Rs.23,09,848)
4.
The Company is in the process of changing its name from Crisil.com Ltd. to CRIS Risk and Information Services Ltd., for which appproval is awaited from the Registrar of Companies.
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Crisil.Com Limited
5. Related Party Disclosure : Name The Credit Rating Information Services of India Ltd. Relationship Holding Company Nature of Transaction Professional fees Received Equity Share Capital Deposit paid on our behalf now paid back 6. Auditors Remuneration includes : Audit fees [includes service tax Rs.2000. Previous year - Rs 500] Tax Matters (includes service tax Rs.600) 2001-02 42,000 12,600 54,600 7. 8. Amount (Rs.) 5,400,000 40,000,000 1,200,000
Previous periods figures are not comparable with the current year as Company was in operation for only eight months in the previous period. Previous periodss figures have been regrouped where necessary to conform to this years classification. For and on behalf of the Board R. Ravimohan Hemant Joshi Mukarram Bhagat Seema Sarda Mumbai : April 26, 2002 Director Director Director Asst. Company Secretary
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26, 2002`
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Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
II.
Source of Funds
Paid up Capital Secured Loans
Application of Funds
Net Fixed Assets Net Current Assets Accumulated Losses
IV.
V.
Generic Names of Three principal Products/Services of Company (as per monetary terms)
Production Description Web Services Fund Services Real Time Services N N N o o o t t t Item Code No. A A A p p p p p p l l l i i i c c c a a a b b b l l l e e e
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26, 2002
For and on behalf of the Board R. Ravimohan Hemant Joshi Mukarram Bhagat Seema Sarda Mumbai : April 26, 2002 Director Director Director Asst. Company Secretary
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Auditors
S.B. Billimoria & Co.
Bankers
ICICI Bank Ltd.
Registered Office
CRISIL House 121-122, Andheri Kurla Road, Andheri (East), Mumbai - 400 093.
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DIRECTORS REPORT
To the Members, Your Directors present the Thirteenth Annual Report of the Company with the Audited Accounts for the year ended March 31, 2002.
Performance
A summary of your Companys financial performance is given below : Year ended March 31,2002 Rs. lacs Total Income for the year was Profit before depreciation and taxes was Deducting therefrom depreciation of Profit before tax was Deducting therefrom taxes of Profit after tax was 16.69 21.03 Year ended March 31,2001 Rs. lacs
Dividend
Your Directors do not recommend payment of dividend for the year ended March 31, 2002.
Personnel
The Company did not have any employees on its roll.
Directors
Mr. G.S.R.K. Rao retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Auditors
M/s. S. B. Billimoria & Co., were appointed as Statutory Auditors of the Company for auditing the accounts for the year ending March 31, 2002 and hold office till the conclusion of the thirteenth annual general meeting of the Company and are eligible for re-appointment.
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Directors Responsibility Statement as required under the provisions contained in Section 217(2AA) of the Companies Act, 1956 :
Your Directors hereby confirm that : (i) (ii) in preparation of the annual accounts, the applicable accounting standards have been followed. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. the Directors have prepared the annual accounts on a going concern basis.
(iii)
(iv)
Acknowledgements
Your Directors wish to place on record their sincere appreciation of the support and co-operation received from the management of CRISIL. On behalf of the Board of Directors R. Ravimohan Director Hemant Joshi Director
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AUDITORS REPORT
TO THE MEMBERS OF CRISIL PROPERTIES LIMITED 1. We have audited the attached Balance Sheet of CRISIL PROPERTIES LIMITED as at March 31, 2002 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. Further to our comments in the Annexure referred to in paragraph 3 above : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
2.
3.
4.
(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; (c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;
(d) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; (e) on the basis of the written representations from the Directors , taken on record by the Board of Directors, and according to the information and explanations given to us, none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director under Section 274 (1)(g) of the Companies Act, 1956. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and (ii) in the case of the Profit and Loss Account, of the income and expenditure of the Company for the year ended on that date. For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002
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(f)
2. 3.
4. 5. 6. 7. 8. 9.
10.
11.
For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002 Mohammed Z. Merchant Partner
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Schedule Sources of Funds Shareholders Funds Share Capital Contribution from Shareholders Reserves and Surplus Application of Funds Fixed Assets Gross Block Less : Depreciation Net Block Current Assets, Loans & Advances Current Liabilities & Provisions Sundry Creditors Net Current Assets Significant Accounting Policies and Notes to the Accounts Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002 D C B A
For and on behalf of the Board R. Ravimohan Hemant Joshi G.S.R.K. Rao Mumbai : April 26,2002 Director Director Director
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Schedule B
Reserves & Surplus Profit and Loss Account 4,588 4,588 4,588 4,588
Schedule C
Gross Block at Cost Fixed Assets Free Hold Land Buildings Total Previous Year As on 1/04/2001 Rs 3,736,100 44,726,698 48,462,798 48,462,798 Additions Rs ----Deductions Rs ---As on 31/03/2002 Rs 3,736,100 44,726,698 48,462,798 48,462,798 Upto 1/04/2001 Rs ----Depreciation For the year Rs ----Total Depreciation Upto 31/03/2002 Rs ----Net Block As on 31/03/2002 Rs 3,736,100 44,726,698 As on 31/03/2001 Rs 3,736,100 44,726,698
Schedule D
Current Assets, Loans and Advances A. Current Assets : Bank Balances with Scheduled Banks On Current Accounts (A) B. Loans and Advances Sundry Deposits (B) TOTAL (A+B)
118
Schedule E
Staff Expenses Salaries & Bonus Staff Training and Welfare Expenses ---27,766 3,445 31,211
Schedule F
Establishment Expenses Repairs and Maintenance - Buildings Electricity Communication Expenses Insurance Rates & Taxes ----1,637,914 1,637,914 69,090 13,745 973 178,096 1,297,266 1,559,170
Schedule G
Other Expenses Professional Fees Auditors Remuneration (Refer Note 7, Schedule H) Conveyance Miscelleneous expenses Printing and Stationery Registration/Filing Fees Bank Charges 13,000 13,500 --2,618 1,500 75 30,693 500,000 10,500 1,928 64 ---512,492
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Accounting Policies
Basis of Accounting The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
1.2
In terms of the provisions of the Articles of Association of the Company, members have contributed the cost of the construction of the building and hence no depreciation has been charged on such property as it is held for use and occupation by the member. The Company has no amounts due to small scale undertakings exceeding Rs. 100,000. Information pursuant to para 3,4,4C and 4D of schedule VI, para II are not applicable. The Company recovers maintenance charges in respect of use of property by its members and as such is a company for the mutual benefit of its members and hence is not liable to tax in respect of such contributions received from its members. Related Party Disclosure : Name The Credit Rating Information Services of India Ltd. Relationship Holding Company Nature of Transaction Maintenance charges Recovered Amount (Rs.) 1,668,607
3 4 5
7.
Auditors Remuneration includes : Audit fees [includes service tax Rs.500. Previous year Rs.500] Other matters
8.
Previous years figures have been regrouped where necessary to conform to this years classification For and on behalf of the Board R. Ravimohan Hemant Joshi G.S.R.K. Rao Mumbai : April 26,2002 Director Director Director
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
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Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
II.
Source of Funds
Paid up Capital Secured Loans Shareholders Contribution
Application of Funds
Net Fixed Assets Net Current Assets Accumulated Losses
IV.
V.
Generic Names of Three principal Products/Services of Company (as per monetary terms)
Product Description Real Estate Development
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
For and on behalf of the Board R. Ravimohan Hemant Joshi G.S.R.K. Rao Mumbai : April 26,2002 Director Director Director
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Auditors
S.B. Billimoria & Co.
Bankers
ICICI Bank Ltd.
Registered Office
CRISIL House, 121/122, Andheri - Kurla Road, Andheri (East), Mumbai - 400 093.
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DIRECTORS REPORT
To the Members, Your Directors present the Second Annual Report of the Company with the Audited Accounts for the year ended March 31, 2002.
Performance
A summary of your Companys financial performance is given below : Year ended March 31, 2002 (Rs. lacs) Total Income for the year was Profit before depreciation and taxes was Deducting therefrom depreciation Profit before tax was Deducting therefrom taxes of Profit after tax which has been transferred to the Balance Sheet 7.01 2.87 56.53 11.05 11.05 4.04 Period ended March 31, 2001 (Rs. lacs) 10.07 5.77 5.77 2.90
Dividend
Your Directors do not recommend payment of dividend for the year ended March 31, 2002.
Your Companys activities have resulted in the creation of a carefully built up database of accounting issues and treatments. Your Company believes that there exists significant potential for leveraging and packaging this knowledge as a learning solution for persons wishing to familiarise themselves with accounting and financial concepts. During the year under review, to ascertain the market potential and evolve targeted programmes, your Company conducted workshops for Management Students and Company Executives, using facilities provided by CRISIL. Going forward, your Company will explore various options for generating value from this activity.
Personnel
The staff strength as on March 31, 2002 stood at 14 as against 16 at the end of the previous year. The Company did not employ any person covered by Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.
Directors
Ms. Madhu Dubhashi retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
Auditors
M/s. S. B. Billimoria & Co., Chartered Accountants, will retire as Auditors at the ensuing annual general meeting and are eligible for re-appointment.
Directors Responsibility Statement as required under the provisions contained in Section 217(2AA) of the Companies Act, 1956
Your Directors hereby confirm that : (i) (ii) in the preparation of the annual accounts, the applicable accounting standards have been followed. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. the Directors have prepared the annual accounts on a going concern basis.
(iii)
(iv)
Acknowledgements
Your Directors wish to place on record their sincere appreciation of the support and co-operation received from the management of CRISIL. On behalf of the Board of Directors Mumbai, April 26, 2002 R. Ravimohan Director Hemant Joshi Director
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COMPLIANCE CERTIFICATE
Registration No. of the Company Nominal Capital : U 72900 MH 2001 PLC 130805 : Rs.1,00,00,000/-
To, The Member of GLOBAL DATA SERVICES OF INDIA LIMITED Crisil House, 121-122, Andheri Kurla Road, Mumbai - 400 093 We have examined the registers, records, books and papers of GLOBAL DATA SERVICES OF INDIA LIMITED (hereinafter referred to as the Company) as required to be maintained under the Companies Act, 1956, (hereinafter referred to as the Act) and the rules made thereunder, and also the provisions contained in the Memorandum and Articles of Association of the Company in respect of or for the financial year ended on 31st March, 2002 (hereinafter referred to as the financial year). In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that, in respect of the said financial year, 1. Except the following Registers, which either were not required to be maintained by the Company or where there were no entries required to be made therein, the Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded. Statutory Registers 1. 2. 3. 4. Register of investment not held in Companys Name under section 49 of the Act. Register of public deposits under section 58A of the Act. Register of charges under section 143 of the Act. Register of loans and investments made, guarantee given or security provided under section 372A of the Act. Register of sealed documents. Register of Dividend/interest. Register of Proxies. Register of transfer/transmission of shares, debentures and other securities.
Non-statutory Registers 1. 2. 3. 4. 2.
The Company has duly filed the forms and returns as stated in Annexure B to this certificate, with, as the case may be, the concerned Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder, excepting where there occurred a delay in filing within the prescribed period, the additional fees have been paid to the concerned Registrar of Companies. The Company, being a public company, has the minimum paid-up capital, as prescribed under the Act.
3.
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4.
The Board of Directors duly met 4 times respectively on 27th April, 2001, 3rd September, 2001, 27th December, 2001 and 27th February, 2002, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. There were no circular resolutions passed during the financial year. The Company has not closed its Register of Members or Debenture holders during the financial year. The Annual General Meeting of the shareholders of the Company, for the financial year ended on 31st March, 2001, was held on 27th September, 2001, after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. No Extra-ordinary General Meeting of the shareholders of the Company was held during the financial year. The Company has not advanced any loan to its Directors or persons or firms or Companies referred to under section 295 of the Act. The Company has not entered into any contracts falling within the purview of Section 297 of the Act, as per the explanations provided by the officers of the Company. The Company was not required to make any entries in the register maintained under Section 301 of the Act, since there was no contract, falling within the purview of Section 297 of the Act, entered into, during the financial year. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approval from the Board of Directors, Members or Central Government, as the case may be. The Company has not issued any duplicate certificates during the financial year. The Company has: (i) not delivered the certificates on allotment of securities and on lodgement thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act, since there were no allotment, transfer or transmission of shares in or debentures of the Company, during the financial year.
5. 6.
7. 8. 9. 10.
(ii) not deposited any amount in a separate bank account as no dividend was declared during the financial year. (iii) not posted warrants or cheques to the members of the Company as no dividend was declared during the financial year. (iv) not transferred any amount to Investor Education and Protection Fund, since there was no amount, on account of unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon, lying with the Company, and which was required to be transferred to the said Fund. (v) 14. duly complied with the requirements of section 217 of the Act. The Board of Directors of the Company is duly constituted. There was no appointment of additional Directors, alternate Directors and Directors to fill casual vacancy during the financial year. However, the First Directors of the Company, as appointed under the Articles of Association of the Company, and being therefore liable to retire in the First Annual General Meeting, have duly been re-appointed as the Directors of the Company, at First Annual General Meeting duly held on 27th September, 2001. The Company has not appointed any Managing Director/Whole-time Director during the financial year.
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15.
18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31.
32. 33.
NON-STATUTORY REGISTERS
1. Register of application and allotment of securities.
Annexure - II
Forms and Returns as filed by the Company with Registrar of Companies, Regional Director, Central Government, or other authorities during the financial year ended 31st March, 2002. Sr. No. Form / Return No. Filed under Section(s) For the matter(s) Date of filing Whether filed within prescribed time [Yes/No] No Yes If delay in filing, whether requisite additional fee paid [Yes/No] Yes N. A.
1. 2.
Form No. 22 Schedule V Part II made upto 27-09-2001 Balance Sheet as at 31st March, 2001 Certificate of Compliance Form No. 32
165 159
12-09-2001 18-10-2001
3. 4.
Annual Accounts Financial year ended 31st March, 2001 Appointment of the Directors of the Company
18-10-2001 18-10-2001
Yes Yes
N. A. N. A.
5.
25-10-2001
Yes
N. A.
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AUDITORS REPORT
TO THE MEMBERS OF GLOBAL DATA SERVICES OF INDIA LIMITED 1. We have audited the attached Balance Sheet of GLOBAL DATA SERVICES OF INDIA LIMITED as at March 31, 2002 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company. Further to our comments in the Annexure referred to in paragraph 3 above : (a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
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(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; (c) the Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;
(d) in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956; (e) on the basis of the written representations from the Directors, taken on record by the Board of Directors, and according to the information and explanations given to us, none of the Directors is disqualified as on March 31, 2002 from being appointed as a Director under Section 274 (1)(g) of the Companies Act, 1956. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India: (i) (ii) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2002; and in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date. For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002
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For S. B. BILLIMORIA & CO. Chartered Accountants Mumbai, April 26, 2002 Mohammed Z. Merchant Partner
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Schedule Sources of Funds Shareholders Funds Share Capital Reserves & Surplus A B
Application of Funds Current Assets, Loans & Advances Current Liabilities & Provisions C D 3,960,463 (472,735) 3,487,728 Significant Accounting Policies and Notes to the Accounts I 3,082,243 (295,569) 2,786,674
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
For and on behalf of the Board R. Ravimohan Hemant Joshi Madhu Dubhashi Mumbai : April 26, 2002 Director Director Director
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Schedule B
Reserves & Surplus Profit and Loss Account 987,728 987,728 286,674 286,674
Schedule C
Current Assets, Loans and Advances A. Current Assets : Cash on Hand Bank Balances with Scheduled Banks On Current Accounts On Bank Deposits Sundry Debtors ( Unsecured - Considered good ) Debtors - over six months Other Debtors Other Interest Accrued (A) B. Loans and Advances Advances Recoverable in cash or kind or value to be received (Unsecured - considered Good) Advance Taxes paid and TDS ( Net of Provision for Tax) (B) TOTAL (A+B)
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644 1,379,401 2,334,905 -63,750 15,353 3,794,053 20,000 146,410 166,410 3,960,463
Schedule D
Current Liabilities and Provisions A. Current Liabilities : Sundry Creditors Other Liabilities Fees received in advance (A)
B. Provisions : Provision for Tax ( Net of Advance tax & TDS) Provision for leave encashment Provision for Gratuity (B) TOTAL (A+B) 233,500 32,000 34,000 299,500 472,735 Current Year 233,500 --233,500 295,569 Previous Year Rupees 1,000,000 ---1,000,000
Schedule E
Income from Operation Professional Fees received Training Income Data income Data slicing income
Schedule F
Staff Expenses Salaries Contribution to Provident Fund & Gratuity Other Staff Expenses Staff Welfare Expenses 1,092,526 125,328 46,355 129,306 1,393,515 195,286 23,307 --218,593
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Schedule G
Establishment Expenses Repairs and Maintenance - Building - Equipment - Others Electricity Charges Postage and Mailing expenses Telephone expenses Rent Rates and Taxes
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Schedule H
Other Expenses Audit Fees ( Refer Note 3, Schedule I ) Other expenses Registration and Filing fees Conveyance Travelling Books and Periodicals Advertising Expenses Business Promotion Expenses Printing and Stationery Professional Fees 44,100 3,575 8,830 20,261 139,030 84,010 161,613 521 111,984 1,660,358 2,234,282 10,500 -181,490 -----6,000 14,000 211,990
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Accounting Policies
Basis of Accounting The financial statement have been prepared under the historical cost convention in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956.
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Revenue Recognition Income from Operations Income from Operations comprises of income from professional services rendered in the area of training and data compilation and provision, which are accounted on accrual basis. Other Income Interest income is recognised on accrual basis.
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Retirement Benefits The Company provides retirement benefits in the form of Provident Fund. Contribution to the Provident Fund is made at prescribed rates to the Regional Provident Fund Commissioner and absorbed in the Profit and Loss Account. Provision for leave encashment liability is made on acturial basis. The Company is not liable to make provision for Gratuity, however, provision for Gratuity is made on actual basis.
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Related Party Disclosure : Name The Credit Rating Information Services of India Ltd. Relationship Holding Company Equity Share Capital Income collected on our behalf and transferred back Expenses incurred and paid - Staff Expense - Establishment expenses - Other expenses 1,434,991 451,461 1,089,268 2,499,930 377,245 Nature of Transaction Professional fees Received Amount (Rs.) 4,800,000
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Auditors Remuneration includes : Audit fees (includes service tax Rs.1250. Previous year - Rs. 500) Tax Matters (includes service tax Rs.600 of which Rs.300 pertains to the Previous Year, Previous year - Nil) Other matters (includes service tax Rs.250. Previous year Rs.Nil )
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The Company has no amounts due to small scale undertakings exceeding Rs. 100,000. Previous periods figures are not comparable with the current year as Company was in operation for only two months in the previous period. Previous periods figures have been regrouped where necessary to conform to this years classification. For and on behalf of the Board R. Ravimohan Hemant Joshi Madhu Dubhashi Mumbai : April 26, 2002 Director Director Director
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
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Additional Information as required under Part IV of Schedule VI to the Companies Act, 1956
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Source of Funds
Paid up Capital Secured Loans
Application of Funds
Net Fixed Assets Net Current Assets Accumulated Losses
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Generic Names of Three principal Products/Services of Company (as per monetary terms)
Production Description Data Compiling N o t Item Code No. A p p l i c a b l e
Per our Report attached For S. B. Billimoria & Co. Chartered Accountants Mohammed Z. Merchant Partner Mumbai : April 26,2002
For and on behalf of the Board R. Ravimohan Hemant Joshi Madhu Dubhashi Mumbai : April 26, 2002 Director Director Director
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NOTICE
NOTICE is hereby given that the Fifteenth Annual General Meeting of the members of The Credit Rating Information Services of India Limited will be held on Friday, August 2, 2002 at 3.30 p.m. at Convention Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021 to transact the following business: RESOLVED THAT Mr. Edward Emmer, who was appointed as an additional Director at the meeting of the Board of Directors of the Company held on October 24, 2001 pursuant to Section 260 of the Companies Act, 1956 and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 8. To consider, and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:
Ordinary Business
1. To receive, consider and approve the audited Profit & Loss Account of the Company for the year ended March 31,2002 and the audited Balance Sheet as on that date, together with the Report of the Directors and the Auditors thereon. To declare dividend. To appoint a Director in place of Mr. B.V. Bhargava, who retires by rotation and being eligible, offers himself for re-appointment. To appoint a Director in place of Dr. Bala V. Balachandran, who retires by rotation and being eligible, offers himself for re-appointment. To appoint a Director in place of Ms. Rama Bijapurkar, who retires by rotation and being eligible, offers herself for re-appointment. To consider and if thought fit, to pass, with or without modification, the following resolution, as a Special Resolution pursuant to Section 224-A of the Companies Act,1956:
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RESOLVED THAT pursuant to the provisions of Section 198,269,310,311, Schedule XIII and any other applicable provisions, if any, of the Companies Act, 1956, and subject to such approvals as may be required, the Company hereby approves the re-appointment of Mr. R. Ravimohan, as Managing Director, for a further period of five years with effect from October 1, 2002 on the following terms and conditions: (1) Mr. R. Ravimohan, Managing Director, shall be entitled to receive a minimum salary of Rs. 50,000 per month subject to a maximum of Rs. 3,00,000 per month as may be decided by the Compensation Committee of Directors. (2) Managing Director, shall be entitled, in each year, effective financial year 2002-2003, to a commission not exceeding 3% of the net profits of the Company calculated in accordance with the provisions of Sections 349 and 350 of the Companies Act,1956, as may be decided by the Compensation Committee of Directors during the aforesaid period. (3) Managing Director, shall be entitled to perquisites (evaluated as per Income Tax Rules, wherever applicable, and at actual cost to the Company in other cases) such as furnished accommodation (without any deduction from salary in respect thereof), House Rent Allowance not exceeding 60% of salary as may be decided by the Compensation Committee of the Directors (in case no accommodation is provided by the Company), provision of gas, electricity, furnishings,
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RESOLVED THAT Messrs S.B. Billimoria & Co., Chartered Accountants, be and are hereby re-appointed Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as may be decided by the Board of Directors.
Special Business:
7. To consider, and if thought fit, to pass the following resolution, with or without modification, as an Ordinary Resolution:
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RESOLVED THAT subject to the provisions of Sections 198, 309, 310 and any other applicable provisions, if any, of the Companies Act, 1956 and also subject to such approvals as may be required, Ms. Roopa Kudva who pursuant to Section 260 of the Companies Act, 1956, was appointed as additional Director at the meeting of the Board of Directors of the Company held on April 26, 2002 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received notice from a member pursuant to Section 257 of the Companies Act, 1956, proposing her appointment as Director, be and is hereby appointed as Executive Director and Chief Rating Officer of the Company for a period of five years effective April 26, 2002 on the following terms and conditions: (1) Ms. Roopa Kudva shall be entitled to receive a minimum salary of Rs. 50,000 per month subject to a maximum of Rs. 3,00,000 per month as may be decided by the Compensation Committee of Directors. (2) Ms. Roopa Kudva shall be entitled, in each year, effective financial year 2002-2003, to a commission not exceeding 3% of the net profits of
NOTES :
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. Proxies, duly stamped and executed, must reach the Registered Office of the Company not less than 48 hours before the time of the Annual General Meeting . The Register of Members and Share Transfer Books of the Company will remain closed from July 10, 2002 to July 12, 2002.( both days inclusive). Dividend as recommended by the Board of Directors, if declared at the meeting, will be paid to those members whose names appear on the Register of Members on July 12, 2002. No tax at source will be deducted if the Dividend payable to an individual shareholder does not exceed Rs. 1,000/-. Other members who are entitled to receive dividend without deduction of tax from the Company may file a declaration in Form 15G, in duplicate, before July 10, 2002 with the Companys Registrars- Karvy Consultants Ltd.
Commission of India, the Indian Investment Centre, New York and as Chairman, ICICI Telecom Group advisory to the Government of India. His other Directorship includes Raymond Ltd., Cosmo Films Ltd., Supreme Industries Ltd., Grasim Industries Ltd., J.K.Corp Ltd., HEG Ltd., India Index Services & Products Ltd., Feedback First Urban Infrastructure Development Company Ltd. He holds membership of the Audit Committee of Raymond Limited and Cosmo Films Limited, Chairmanship of the Audit Committee of Grasim Industries Limited and J.K. Corp Ltd., Chairmanship of the Compensation Committee of The Credit Rating Information Services of India Limited and Chairmanship of the Remuneration Committee of Supreme Industries Limited. Item No. 4 Dr. Bala V. Balachandran, Director, retires by rotation and being eligible, offers himself for re-appointment. A brief resume of Dr. Bala V. Balachandran is given below : Dr. Bala V. Balachandran. Dr. Bala Balachandran is a distinguished Professor of Accounting Information Systems and Decision Sciences at J. L. Kellogg Graduate School of Management, USA. Dr Balachandran is globally acknowledged as an opinion leader in areas of Business effectiveness, Accounting Systems, Decision Science and the evolving subject of fusion of technology with matters relating to finance. The most prominent amongst his seminal work being a book titled Re-engineering Revisited published in May, 1999. He was awarded Padmashri for outstanding contribution in the field of literature and education. Dr. Bala Balachandran serves on the Board of Godrej Consumer Products Ltd. Item No. 5 Ms. Rama Bijapurkar, Director, retires by rotation and being eligible, offers herself for re-appointment. A brief resume of Ms. Rama Bijapurkar is given below :
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None of the Directors, except, Mr. R. Ravimohan is interested or concerned in this Resolution.
an Executive Director will be in the interest of the Company. The terms of remuneration of Ms. Roopa Kudva as Executive Director as mentioned in Item no. 9 of the Notice may be treated as an abstract under section 302 of the Companies Act, 1956. None of the Directors, except Ms. Roopa Kudva is interested or concerned in this resolution. All the documents referred to in this Notice and the explanatory statement will be available for inspection by the members at the Registered Office of the Company between 11.00 a.m. and 1.00 p.m. on all working days from the date hereto upto the date of the meeting. By Order of the Board For The Credit Rating Information Services of India Limited. Shrikant Dev Company Secretary
Item No. 9
Ms. Roopa Kudva was appointed as an Additional Director (designated as Executive Director and Chief Rating Officer) by the Board of Directors at its meeting held on April 26, 2002. Pursuant to Section 260 of the Companies Act, 1956, Ms. Roopa Kudva holds office upto the date of this Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 along with deposit of Rs. 500/from a member intimating the intention to propose the candidature of Ms. Roopa Kudva. Ms. Roopa Kudva joined CRISIL in 1992. Prior to that, she had worked for 6 years at Industrial Development Bank of India in the Project Finance Department. She has also worked in emerging markets in the Mediterranean and Middle East countries during her secondment to Standard & Poors, Paris, as Director, Financial Institutions Ratings. She holds a graduate degree in Statistics and a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad. Ms. Roopa Kudvas knowledge and experience have been of immense help in the growth and development of the Company. The Board considers that her appointment as
Mumbai, April 26, 2002. Registered Office : CRISIL House, 121-122, Andheri Kurla Road, Andheri (East), Mumbai-400 093.
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PROXY FORM
Regd. Folio No. ............................... No. of Shares held .........................................
I/We.............................................................................................................. of................................................................................................. being a member/ members of THE CREDIT RATING INFORMATION SERVICES OF INDIA LIMITED hereby appoint Mr./Ms........................................................................................................................................ or failing him Mr./Ms .............................................................................................. of .................................................................................................................................. as my/our/proxy to vote for me/us on my/our behalf at the FIFTEENTH ANNUAL GENERAL MEETING of the Company to be held on Friday, August 2, 2002 at 3.30 p.m. at Convention Hall, 4th floor, Yashwantrao Chavan Pratishthan, Gen. Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021.
Note : This form, duly completed and signed, must be deposited at the Registered Office of the Company not less than 48 hours before the time of the meeting.
ATTENDANCE SLIP
(To be handed over at the entrance of the meeting hall)
Full Name of the Proxy (in BLOCK LETTERS) ........................................................................... Members/Proxys Signature............................................................................................................................
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