Icra 2019 20

Annual Report
2019-2020
Enhancing
market efficiency
through high standards
of integrity,
intellectual
rigour and
independence
Across the pages
ICRA at a Glance 01
Range of Services 04
Corporate Social Responsibility 07
Corporate
Overview Board of Directors 11
Senior Management 14
01-19 Key Trends 15
Corporate Information 17
Financial Highlights 18
Directors’ Report 20
Corporate Governance Report 57
Statutory Auditors’ Report on Corporate Governance 96
Reports Management Discussion and Analysis Report 99
20-137 Secretarial Audit Report

Dividend Distribution Policy
113
117
Report on Corporate Social Responsibility Activities 119
Business Responsibility Report 124
Standalone
Independent Auditors’ Report 139
Balance Sheet 148
Statement of Profit and Loss 149
Financial Cash Flow Statement 150
Statements Notes to the Financial Statements 153
139-270 Consolidated
Independent Auditors’ Report 203
Balance Sheet 210
Cash Flow Statement 212
Notes to the Financial Statements 215
Brief Financial Details of Subsidiaries 271

Notice of the Twenty Ninth Annual General Meeting 272
Disclaimer: This document contains statements about expected future events and financials of ICRA Limited, which are forward-looking. By their nature, forward-
looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the assumptions,
predictions and other forward-looking statements may not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements
as a number of factors could cause assumptions, actual future results and events to differ materially from those expressed in the forward-looking statements.
Accordingly, this document is subject to the disclaimer and qualified in its entirety by the assumptions, qualifications and risk factors referred to in the Management
Discussion and Analysis of this Annual Report.
ICRA at a Glance
ICRA Limited (formerly Investment Information
and Credit Rating Agency of India Limited) was
set up in 1991 by leading financial/investment
institutions, commercial banks and financial
services companies as an independent and
professional investment Information and Credit
Rating Agency.
Today, ICRA and its subsidiaries together form the

ICRA Group of Companies (Group ICRA). ICRA
is a Public Limited Company, with its shares listed
on the BSE Limited and National Stock Exchange
of India Limited.
Annual Report 2019-20
ICRA Limited
Alliance with Moody’s Investors Service

The ultimate parent company of international Credit Rating Agency Moody’s Investors Service is the indirect largest
shareholder of ICRA. The participation of Moody’s is supported by a Technical Services Agreement, which entails Moody’s
providing certain technical services to ICRA. Specifically, the agreement is aimed at benefiting ICRA’s in-house research
capabilities by providing ICRA with access to Moody’s global research base. Under the agreement Moody’s provides
enrichment programs to ICRA employees, including access to the financial markets and related courses that are offered as
part of the eLearning software licensed by Moody’s from Intuition, and provision of financial writing training seminars to
designated ICRA employees.
2
The ICRA Factor

Our services are designed to
Provide information and guidance to institutional and individual investors/creditors;
Enhance the ability of borrowers/issuers to access the money market and the
capital market for tapping a larger volume of resources from a wider range of the
investing public;
Assist the regulators in promoting transparency in the financial markets;
Provide intermediaries with a tool to improve efficiency in the funds raising process.
ICRA Group Structure
Our Mission
To be at the forefront of enhancing market efficiency as the most respected rating
and analytical services firm by:
Maintaining high ethical standards, with sound governance practices and being
socially responsible
Creating a stimulating, inclusive and transparent environment for our employees
Serving out customers with high standards of integrity, intellectual rigour &
independence
3
ICRA Limited
Range of Services
ICRA Limited
RATING SERVICES
As an early entrant in the Credit Rating business, ICRA Limited (ICRA) is one of the most
experienced Credit Rating Agencies in the country today. ICRA rates rupee-denominated
debt instruments issued by manufacturing companies, commercial banks, non-banking
finance companies, financial institutions, public sector undertakings and municipalities,
among others. ICRA also rates structured obligations and sector-specific debt obligations
such as instruments issued by Power, Telecom and Infrastructure companies. The other
services offered include Credit Risk Rating of Debt Mutual Funds, an Independent
Credit Evaluation (ICE) of the residual debt in entities under the RBI’s framework for
resolution of stressed assets and Rating of security receipts issued by Asset Reconstruction
Companies (ARCs) as required by RBI.
INDUSTRY RESEARCH
Complementing the credit rating services, ICRA provides research services across the
economy, industry and companies. The reports are tailored to meet the requirements of
banks, mutual funds, insurance companies, PEs or venture funds and corporates.
ICRA Research covers 60 plus industries with the reports providing in-depth analyses
across the following areas: Business and profitability outlook, Industry analysis,
competitive landscape, impact of regulatory environment, benchmarking of companies,
industry credit profile, Company profile on listed players, etc.
ICRA’s ‘Credit Perspectives’ provide detailed analysis on ratings assigned. These reports
broadly cover the following areas: Key rating considerations, Rating sensitivity factors,
Rating rationale, Company profile, Business update, Business outlook, Financial update,
Financial outlook, etc.
The Services Spectrum

Rating Services
Credit Rating
Bank Loan Rating
Structured Finance Rating
Issuer Rating
Mutual Fund Rating
Industry Research
www.icra.in
4
ICRA Lanka Limited ICRA Nepal Limited
RATING SERVICES RATING SERVICES

ICRA Lanka Limited (ICRA Lanka), a wholly-owned ICRA Nepal Limited (ICRA Nepal), a subsidiary of
subsidiary of ICRA, offers a wide range of Rating ICRA, offers a wide range of Rating services in the
services in the Sri Lankan market, putting into
use parent ICRA’s accumulated experience in the Nepalese market. Using the accumulated experience
areas of Credit Rating, Grading, and Investment and technical support from the holding company, it
Information. It’s Rating focuses on entities in the has developed capability to execute the diversified
financial and corporate sectors, besides long-, product. ICRA Nepal rates rupee-denominated
medium-, and short-term debt instruments issued
long-term, medium-term and short-term debt
by borrowers from various sectors of the economy.
instruments. Its services also include Issuer Rating,
ICRA Lanka also rates rupee-denominated debt Fund Management Quality Rating and Grading of
instruments issued by commercial banks, non-
Equity Offers and Bank Loan Line of Credit Rating.
banking finance companies, financial institutions,
manufacturing, construction and service companies, The Rating/Grading service with current focus in the
among others. It also rates structured obligations banking and finance, insurance and hydro-electricity
and sector-specific debt obligations. The other sector is also being offered to construction, trading,
services offered include Credit Risk Rating of Debt aviation, manufacturing companies, etc. Further,
Mutual Funds, Insurance Financial Strength Rating
ICRA Nepal will roll out the Rating of Claims Paying
of Insurance Companies, Project Finance Rating,
Structured Finance Rating and Line of Credit Rating. Ability of insurance companies in the near future.
The Services Spectrum The Services Spectrum

Credit Rating Debt Rating
Bank Loan Rating Bank Loan Rating
Structured Finance Rating Issuer Rating
Issuer Rating Fund Management Quality Rating
Project Finance Rating Equity Grading
Mutual Fund Rating
Insurance Financial Strength Rating Rating Services to be offered in near future
Claims Paying Ability of Insurance Companies
www.icralanka.com www.icranepal.com
5
ICRA Limited
ICRA Analytics Limited
During the fiscal year 2019-20, ICRA Online Limited, added new offerings to its portfolio, like Expected
which provides solutions, analytics and digital platforms Credit Loss tool for NBFCs and banks. The Company
for Risk Management, Market Data, Consulting and has successfully augmented its capability platform
Knowledge Services, received approval for name change with new age technologies like analytics, automation
and is henceforth known as ICRA Analytics Limited. and cloud, and these are being leveraged to launch
This follows the amalgamation of ICRA Management contemporary cloud-hosted products with enhanced
Consulting Services Limited into and with ICRA Online analytical proficiency for Banks, NBFCs, Fund Managers,
Limited w.e.f. 15th Nov-19. ICRA Analytics Limited is a Intermediaries and Investors.
wholly-owned subsidiary of ICRA Limited.
The process and compliance orientation evinced
With an experience of more than 20 years in executing through the extant ISO27001:2013 and ISO9001:2015
10,000+ assignments, ICRA Analytics Limited (formerly certifications for its key businesses enables to continue
known as ICRA Online Limited) (hereafter referred to making improvements in productivity, operations and
as “ICRA Analytics or the Company”) has acquired security posture. Basis the certification exercise carried
significant expertise across multiple domains, and out during the year, ICRA Analytics has been certified
serves Banks, NBFCs, Fund Managers, Intermediaries, as a Great Place to Work for the fiscal FY21. Sustained
Investors, Corporates, Energy & Renewables sector, focus on upskilling and engaging with the talent pool
Multi-Laterals, NGO and Government institutions. of 600+ trained and qualified personnel continue to
The domain expertise complemented with functional remain a key initiative for the Company, as it remains
competence has helped ICRA Analytics design and committed to adding value to its customers through
implement products, services and solutions in Risk innovation and efficiency.
Management, IFRS & GAAP accounting, Bond Valuation,
ICRA Analytics offers its Programme Management
Tariff Assistance, Financial & Risk Advisory and
services through its wholly owned subsidiary, Pragati
Programme Management. Other than expanding reach
Development Consulting Services Limited.
to hitherto unserved client segments, ICRA Analytics
The Services Spectrum
Risk Management Market Data Consulting Knowledge Services

Internal Rating Software Daily Pricing of Active ENERGY & RENEWABLES Automated Data
for Banks with Basel II ISINs through Security Management
Financial & Risk
Compliant Models Level Valuation
Advisory GAAP & IFRS Accounting
Credit Risk Modeling Indices Support and Analysis
Tariff Assistance
Expected Credit Loss Rating Tracker Financial Statement
Computation DEVELOPMENT SECTOR Analysis & Text
Performance Data &
Operational Risk Research of Live MF Design & Monitoring Interpretation
Schemes Program Management Research
Management Software
Portfolio Tracking & Technical Assistance
Industry Risk Score IT Services
Analytics
Red Flag Reports
Investor Education
Collateral
https://icraanalytics.com/
6
Corporate Social
Responsibility
ICRA’s CSR Mission

ICRA envisions to make stronger communities and enrich the lives of the underprivileged through its innovative programmes
that help:
empower underprivileged youths and adults (with special focus on women) with employable skills and create livelihood
opportunities for them so that they may contribute to the economic development of the society
promote education
undertake environmental sustainability projects
The social initiatives have been nurtured and branded coherent with the community development activities covered under
the following thematic area.
Skill Development
Digital Inclusion for Young Aspirants (DIYA)

This programme was launched in West Bengal in retail management, Tally and hardware and
2015 with a focus on creating digital-age career networking. This project has been implemented in
opportunities for the underprivileged youth. This collaboration with the Anudip Foundation for Social
unique technology-driven skill development Welfare.
programme provides foundation training in IT skills,
Till date the programme has benefitted more than
workplace English and workplace readiness and
1600 youths with nearly 71% successful in being
subject-specific training like financial management,
gainfully employed.
Students enhancing practical knowledge in Training Center Students getting training on hardware skills
7
ICRA Limited
Making a Difference (MAD)

This programme is aimed at developing sustainable marginalised communities and from below poverty
livelihoods for the upliftment of the socio-economic line (BPL) families are the target beneficiaries. They
status of the underprivileged youth through skill are prepared for jobs in the BFSI sector by undergoing
training in the banking, financial services and the training in sector-specific course curriculum, soft skills
insurance (BFSI) sector. The project focuses and and personality development and a highly skilled
contributes to the multi-development aspects of the workforce is thus created. Every year, the project aims
community, which includes youth empowerment, to train 300 students with nearly 70% of the students
community engagement activity, job-oriented skills finding employment as business correspondents or
enhancement and placements. Youth from the loan approval officers.
Women Entrepreneurship Programme (WEP)

We at ICRA, recognised that in addition to limited business and financial management to the women.
access to credit, women face several hurdles on Efforts were also made to facilitate the building
their path to economic empowerment - illiteracy, of linkages for financial assistance to make their
lack of awareness about finances, and enterprise enterprise a sustainable one.
management to name a few. However, our experience
This programme has reached out to 650 women in its
also shows that many women have the potential to
first year, out of which approximately 300 women have
be successful entrepreneurs if they are given proper
started their own small-scale businesses. Currently this
support. Keeping this purpose in mind, the Women
programme is successfully running in the four districts
Entrepreneurship Programme was conceived to fill
of Gujarat, in collaboration with the Friends of Women
these skill and knowledge gaps by providing skill-
World Banking, India.
building training along with hand-holding support in
Women taking financial management training Women during skill development training
Education
Residential Learning Camp (RLC)

Rajasthan is among the states that have India’s lowest comprehension. Three different camps are organised
literacy rates. Studies show that more than half of the during a year for a batch of 100-150 children.
children between ages 6 to 14 years do not attend These camps are fully residential for both children
school and over a third have never been to school. and teachers, where the children are exposed to
self-learning through activity-based and multi-level
These children then become a part of the young
programmes. After the camps these students are
workforce, with physical and psychosocial problems.
inducted into the formal system of learning. This
With the purpose of intervention in this area, ICRA programme was launched in 2015 and since then
collaborated with Seva Mandir to help these out-of- has benefitted approximately 600 children in Udaipur,
school children to read and write independently with Rajasthan.
8
Activity based learning in RLC Important to ensure healthy motor skills among children
Sponsorship Programmes
ICRA firmly believes in promoting inclusive education computers, and a library. The quality of education
for the children. It means we strive hard to nurture and facilities are at par with some of the best public
ecosystems that enable learning for all. With this schools in the city. These schools provide over 2000
vision in mind we are currently involved in a few such marginalised children with quality education and
initiatives. improved infrastructure and facilities in Haryana i.e.
We have partnered with the Amar Jyoti Charitable in the slum areas of Gurgaon and villages of Mewat
Trust in Delhi to provide education to the specially- respectively. ICRA’s aim is to equip the children with
abled children. the opportunities of India’s emerging economy and
motivate them to excel in their varied fields and lead
The other notable programme is being run with
India into the future.
the Vidya Integrated Development for Youths &
Adults (VIDYA) and Deepalaya. These are NGO- ICRA is currently sponsoring approximately 300
run schools that house classrooms, laboratories, children from the above programmes.
Extra-curricular activity at Vidya Students engagement in class at Deepalaya
Environment Sustainability
Lake Restoration Project

ICRA’s environmental sustainability programme is currently
focused on lake restoration and tree plantation drives. The
programmes strive to constructively engage employees in
environment conservation.
The lake restoration project is designed with the primary
objective of improving and enhancing the water-holding
capacity of the Singahalli Lake, Bengaluru.
The project will be completed in two phases – resulting in
better cropping patterns, more productivity of land, and
reduction in water wastage near the area. ICRA has also Team during the Inauguration ceremony of lake restoration project
pledged to plant more than 2000 trees to increase the green
cover and floral diversity around the lake.
9
ICRA Limited
Emergency Initiative
The Covid-19 pandemic is the defining global health essential activities like testing, setting up of isolation
crisis of our time. As responsible citizens, ICRA has wards, procurement of personal protective gears,
contributed Rs. 1 Cr to the Prime Minister’s Citizen ventilators, post-rehabilitation provisions, etc.
Assistance and Relief in Emergency Situations Funds
(PM CARES Fund). These funds will be used for
Employee Volunteering Programme
While we work with several external agencies for our about the challenges that our society faces today
various outreach programmes, we firmly believe that and thus helps create a larger impact. We strive hard
more needs to be done. Hence, several volunteering to ensure that each employee contributes towards
initiatives are organised within our organisation. It the society in some way, thereby enabling people
is a great platform for ICRA employees to engage to become responsible and work towards the larger
in the social outreach initiatives and community agenda of social responsibility.
programmes, it also strengthens our ongoing projects
wherever necessary. Employees are also sensitised
Employee engagement activity with the Vidya School children
Employees engaging with the women of the WEP on financial management
Employees during tree plantation drive in the embankment of the Singahalli lake
10
ICRA Board of Directors
Mr. Arun Duggal Delhi, India. He was erstwhile Chairman Ms. Ranjana Agarwal
of the American Chamber of Commerce,
India.
Mr. Arun Duggal is the Non-Executive Ms. Ranjana Agarwal is an Independent
Chairman and an Independent Director He is the founder of Women on Director on the board of ICRA Limited and
of ICRA Limited. He is also a Visiting Corporate Boards program in India chairs their Audit and CSR committees.
Professor at the Indian Institute of under which high potential women are
Ms. Agarwal is the founder partner
Management, Ahmedabad, where he mentored individually by Corporate
of Vaish & Associates, Chartered
teaches a course on Venture Capital, Leaders to prepare them for Board
Accountants and has over 35 years of
Private Equity and Business Ethics. He is careers. Women from this program are
experience in audit, tax and related
an experienced international Banker and serving on over 200 corporate Boards.
services including succession planning,
has advised companies and financial
Mr. Duggal is also the Chairman of management of family trusts and business
institutions on Financial Strategy, M&A
the Board of Advisor of COVID-19 valuations. She was also a partner in
and Capital Raising.
Healthcare Professional (CHP) initiative Deloitte Haskins & Sells until 2000.
Mr. Duggal is also Chairman of Board to connect healthcare professionals with
Ms. Agarwal was the national president
of Directors of International Asset hospitals requiring their services for
of the women wing of FICCI and currently
Reconstruction Company Private Limited treating COVID-19 patients.
co chairs their ‘FLO women directors’
and Mangalore Chemicals & Fertilizers
Mr. Duggal is also the Chairman of programme.
Limited. He is on the Boards of ITC
Limited, Star Health & Allied Insurance Indian Institute of Technology Delhi
Ms. Agarwal is life trustee in Vaish
Co. Ltd, Jubilant Pharma Limited, Endowment Fund. IITD Endowment Fund
Associates Public Welfare trust which
Singapore and IIT Delhi Endowment is India’s first alumni endowment fund by
works in the field of education and health
Management Foundation. an educational institute.
care.
Mr. Duggal had a 26 years career with Mr. Duggal is a Trustee of Chennai
Ms. Ranjana Agarwal has done her
Bank of America, mostly in the U.S., Hong Mathematical Institute (CMI). CMI is a
Honours in Economics from Lady Shri
Kong and Japan. His last assignment was Centre of Excellence for Teaching and
Ram College, Delhi University and
as Chief Executive of Bank of America in Research in Mathematical Sciences.
has done her CA training from Price
India from 1998 to 2001. He is an expert A Mechanical Engineer from the Waterhouse Coopers.
in international finance and from 1981- prestigious Indian Institute of Technology,
1990 he was head of Bank of America’s Delhi, Mr. Duggal holds an MBA from
(oil & gas) practice handling relationships the Indian Institute of Management,
with companies like Exxon, Mobil, etc. Ahmedabad (recipient of Distinguished
From 1991-94 as Chief Executive of BA Alumnus Award).
Asia Limited, Hong Kong, he looked after
Investment Banking activities for the Bank
in Asia. In 1995, he moved to Tokyo as
the Regional Executive, managing Bank
of America’s business in Japan, Australia
and Korea.
Mr. Duggal is involved in several

initiatives in social and education sectors.
Mr. Duggal is the founder of “Centre
of Excellence for Research on Clean Air
(CERCA)” at Indian Institute of Technology,
11
ICRA Limited
Ms. Radhika Vijay Haribhakti Dr. Min Ye Mr. Thomas John Keller Jr.
Ms. Radhika Vijay Haribhakti is an Dr. Min Ye is a Non-Independent Director Mr. Thomas John Keller Jr. is a Non-
Independent Director on the board of of ICRA Limited. He is the Managing Independent and Non-Executive Director
ICRA Limited. Ms. Haribhakti has over Director – Head of MIS International. He of ICRA Limited.
30 years of experience in Commercial is responsible for formulating business
Mr. Keller recently retired from his dual
and Investment Banking with Bank of growth initiatives, budgeting and
role as Managing Director and Head of
America, JM Morgan Stanley and DSP planning, managing Moody’s offices and
both the Commercial Group and Regional
Merrill Lynch. She has advised several affiliate relations, and monitoring the
Management of Moody’s Investors
large corporates and led their Equity and regulatory environment in the Asia Pacific
Service (MIS), leaving the Commercial
Debt offerings in domestic as well as region. Earlier, he was the Managing
role in January 2019 and the Regional
international capital markets. She now Director and the Country Manager for
Management role June 30, 2019.
heads RH Financial, a boutique Advisory Moody’s China, as well as the Chief
Firm focused on M&A and Private Equity. Executive Officer of China Chengxin As Head of the Commercial Group, Mr.
International Credit Rating Co. Ltd., a Keller drove MIS’s sales and marketing
She is on the Boards of Directors of EIH
Moody’s affiliate in China. Dr. Min Ye, efforts, product development and strategic
Associated Hotels Limited, Mahanagar
who joined Moody’s as a Senior Analyst initiatives. As Head of the Regional
Gas Limited, Navin Fluorine International
and Vice President in 1994, has also Management organization, he provided
Limited and Rain Industries Limited. At
worked as the Managing Director of the global leadership to advance, execute
these companies, she is a member of
Structured Finance Group for Asia Pacific and communicate strategies across
several board committees, including some
(ex-Japan) in Hong Kong. regions in which MIS operates.
which she chairs.
Dr. Min Ye has a BE and an ME in In addition, he oversaw the relationships
Ms. Haribhakti has also been closely
Electrical Engineering from the Tsinghua with MIS’s non-Moody’s-branded affiliates
associated with issues of women
University in Beijing. He also has a Ph.D. to manage risk exposure and enhance
empowerment and financial inclusion and
in Electrical and Computer Engineering cooperation. He was also the executive
has served on the Boards of non profits
from the Carnegie Mellon University, USA. sponsor of Moody’s LGBTA Employee
for over 18 years, including 12 years as
Resource Group and a board member of
Chairperson. She is the former Chair
the Hetrick-Martin Institute.
of Friends of Women’s World Banking
(FWWB) and Swadhaar Finaccess, both Prior to these roles, Mr. Keller held a
non profits engaged in providing financial number of leadership positions in the
solutions to women in economically company, including head of sovereign
disadvantaged communities. She has ratings, managing director for the Global
also served on the Governing Council of Public, Project and Infrastructure Finance
Citigroup Micro Enterprise Award and Group, head of MIS Asia Pacific, and
CII’s National Committee on Women representative director of Moody’s Japan.
Empowerment. Mr. Keller joined the company in 1992
as a senior analyst. Prior to Moody’s,
She is currently Co Convener of “Training
he worked at Chemical Bank and
for Women on Corporate Boards“, a
Manufacturers Hanover Trust Company.
FICCI – FLO initiative.
He earned a B.B.A. from the University of
Ms. Haribhakti is a graduate in Rhode Island and an M.B.A. from Iona
Commerce from Gujarat University and College.
a Post Graduate in Management from
the Indian Institute of Management (IIM),
Ahmedabad.
12
Mr. David Brent Platt Mr. Michael Foley Mr. N. Sivaraman
Mr. David Brent Platt is a Non-Executive, Mr. Michael Foley is an Additional Mr. N. Sivaraman is the Managing
Non-Independent Director of ICRA Director of ICRA Limited under the Director & Group CEO of ICRA.
Limited. Mr. Platt currently serves as SVP category of Non-Executive, Non- Mr. N. Sivaraman is a reputed business
& Chief Strategy Officer for Moody’s Independent Director. leader who spent 34 years with Larsen
Corporation, with responsibility for Mr. Foley, Vice Chairman, Asia Pacific, is & Toubro Limited (L&T) Group. His last
Corporate Development, Global a senior member of the Moody’s Investors position was President and Whole-Time
Communications and Moody’s Corporate Service Regional Management team. Director of L&T Finance Holdings, a
Social Responsibility (CSR) activities. Based in Singapore, Mr. Foley supports subsidiary of L&T and a listed company.
Previously, Mr. Platt served as Managing efforts to provide best in class credit Under his leadership, L&T Finance
Director and Head of Corporate ratings, research, data, analytics and Holdings became the first subsidiary of
Development for Moody’s from January insights for cross border and domestic L&T to be publicly listed. He strategized
2013 to November 2018. credit markets in Asia Pacific. expansion of the business across lending,
Prior to joining Moody’s, Mr. Platt Previously, Mr. Foley spent 7 years as asset management and insurance,
provided M&A and corporate finance the global head of Moody’s Banking, and led inorganic growth initiatives
advisory services to clients, including Insurance and Managed Investment as well, overseeing key acquisitions
Moody’s, from 2010 to 2012. Previously, rating businesses. Mr. Foley joined in asset management, housing and
he served as a Managing Director in the Moody’s from the Board of Governors personal vehicle finance. In his 34 years
M&A Group at Deutsche Bank from 2007 of the Federal Reserve in Washington, of association with L&T Group, Mr. N.
to 2009, advising companies and boards D.C. where he was the Senior Associate Sivaraman held many key roles in Finance
across a range of industries. Director of Banking Supervision and & Accounts, Mergers & Acquisitions,
Regulation from 2008 until 2012. While Treasury, Project Finance, Corporate
Prior to Deutsche Bank, Mr. Platt served as
at the Federal Reserve, he managed a Finance and Investor Relations.
a Managing Director in the M&A Group
group responsible for the supervision Since his exit in 2016 from L&T
at Bank of America and held similar
of large, complex domestic and foreign Group, Mr. N. Sivaraman has been
roles in the M&A Groups at Citigroup
banking organizations. working on establishing a platform for
and Donaldson, Lufkin & Jenrette from
1997 to 2007. From 1992 to 1997, Mr. Prior to his role at the Federal Reserve, financing infrastructure projects using
Platt was a Senior Investment Analyst Mr. Foley spent 14 years at Moody’s a combination of NBFC and managed
in the Money Market Fixed Income in a number of roles. His last position, funds. At the same time, his firm – 5E
in 2007, was Managing Director, Financial Services, has been advising
Division at Fidelity Investments where
Fundamental Business Management. entities seeking to invest debt funds in
his responsibilities included credit risk
From 2002 to 2006, Mr. Foley was infrastructure projects. In December
assessment, setting of exposure limits and
Managing Director, Regional Head for 2018, Mr. N. Sivaraman joined IL&FS
investment oversight for a broad range of
EMEA, where he had responsibility for Group, as Group Chief Operating
corporate and municipal credits as well as
Moody’s offices in Europe, as well as Officer, responsible for asset monetization
structured products.
for Moody’s affiliate relationships, and and creditor engagement, including
Mr. Platt holds an M.B.A. from the matrix responsibility for EMEA ratings and restructuring of loans, where required. His
University of Chicago, a B.A. from the research activities. From 1997 to 2001, assignment with IL&FS ended on July 31,
University of California, Berkeley in Mr. Foley was a Managing Director in 2020.
Political Economies of Industrialized Corporate Finance managing ratings for Mr. N. Sivaraman holds a Bachelor of
Societies and earned the CFA designation. telecom, media and technologies, energy, Commerce from Madras University and is
utilities, healthcare and basic industries. a Chartered Accountant from the Institute
He was also a Managing Director in of Chartered Accountants of India.
Finance, Securities and Insurance from
1996 to 1997 and a Vice President in the
Financial Institutions Group from 1993
to 1996.
Before Moody’s, Mr. Foley worked at
KPMG Peat Marwick and the Federal
Reserve in Washington, D.C.
13
ICRA Limited
Senior Management
Mr. N. Sivaraman Mr. Vipul Agarwal

Managing Director & Group Chief Financial Officer
Group CEO
Mr. Amit Kumar Gupta

Mr. Amit Kumar Gupta is
a Whole-time Director and
General Counsel of ICRA
Limited.
Mr. Gupta joined ICRA in
2015. He has over 20 years of
diverse industry experience in
Mr. Ramnath Krishnan Mr. L. Shivakumar
mostly insurance and financial
President of Ratings Executive Vice-President & Head
services. Prior to joining Institutional Corporate Group
ICRA, Mr. Gupta has worked
at Ameriprise Financials,
Aviva Life Insurance, Sanlam
Investment and Bajaj
Allianz, managing various
responsibilities in the similar
domain.
Mr. Gupta is a Law Graduate
and a member of the Institute
of Company Secretaries of
India. Mr. Jayanta Chatterjee Mr. Anjan Deb Ghosh
Executive Vice-President & Executive Vice-President &
Head Strategic and Emerging Chief Rating Officer
Corporate Group
Mr. Subrata Ray Mr. Amit Kumar Gupta

Senior Group Vice-President Whole-time Director &
General Counsel
Ms. Sheetal Sandhu Mr. S. Shakeb Rahman

Group HR Head Company Secretary &
Compliance Officer
14
ICRA : Key Trends

Trend in Operating Income Trend in Profit After Tax
(in ` Lakh) 23,013.83 (in ` Lakh)
10,032.19
22,212.56
9,797.33
21,090.00
20,778.26
9,597.30
19,536.63
6,497.98
6,146.55
2% 1%
CAGR CAGR
2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20
Trend in EPS Trend in Networth

(in `) (in ` Lakh)
58,253.04
102.01
57,085.76
54,824.59
99.50
98.36
50,184.44
40,836.19
67.55
62.53
2% 9%
CAGR CAGR
2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20
Trend in Book Value Per Share Trend in Dividend Payout (%)

(in `) (%)
603.58
576.43
568.06
49
506.74
40
408.36
36
35
32
10%
CAGR
2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20
15
ICRA Limited
Trend in Dividend
(%) 300
300
270
270
250
2015-16 2016-17 2017-18 2018-19 2019-20
Group ICRA : Key Trends

Trend in Operating Income Trend in Profit After Tax (before minority interest)
(in ` Lakh) (in ` Lakh)
34,115.48
10,594.56
10,118.25
9,723.77
33,303.44
8,877.65
32,806.00
7,642.92
32,108.84
30,886.50
6%
CAGR
2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20
Trend in EPS (basic) Trend in Networth

(in `) (in ` Lakh)
70,161.47
108.03
102.39
65,502.12
64,087.43
99.98
89.95
54,899.02
47,623.77
77.56
7% 10%
CAGR CAGR
2015-16 2016-17 2017-18 2018-19 2019-20 2015-16 2016-17 2017-18 2018-19 2019-20
16
Corporate Information
Chairman Emeritus Buyback Committee
Mr. D. N. Ghosh Mr. Arun Duggal
Ms. Ranjana Agarwal
Board of Directors
Mr. Arun Duggal Investment and Real Estate Committee
Chairman, Independent Director
Ms. Ranjana Agarwal, Chairperson
Ms. Ranjana Agarwal Ms. Radhika Vijay Haribhakti
Independent Director
Mr. Michael Foley
Ms. Radhika Vijay Haribhakti
Risk Management Committee
Dr. Min Ye Mr. David Brent Platt, Chairman
Non Executive and Non Independent Director
Ms. Ranjana Agarwal
Mr. Thomas John Keller Jr.
Non Executive and Non Independent Director Ms. Radhika Vijay Haribhakti
Mr. David Brent Platt Mr. Thomas John Keller Jr.
Non Executive and Non Independent Director Mr. Michael Foley
Mr. Michael Foley
Additional Director, Non Executive and Non Independent RATINGS SUB-COMMITTEE
Mr. N. Sivaraman 1 Mr. Michael Foley, Chairman
Managing Director & Group CEO Mr. Arun Duggal
Mr. Amit Kumar Gupta2 Dr. Min Ye
Whole-time Director & General Counsel
Statutory Auditors
Audit Committee
B S R & Co. LLP
Ms. Ranjana Agarwal, Chairperson Chartered Accountants
Group Chief Financial Officer
Mr. Arun Duggal
Mr. Vipul Agarwal
Dr. Min Ye
General Counsel
Nomination and Remuneration Committee
Ms. Radhika Vijay Haribhakti, Chairperson
Ms. Ranjana Agarwal Company Secretary & Compliance Officer
Dr. Min Ye Mr. S. Shakeb Rahman
Stakeholders Relationship Committee Bankers

Mr. Michael Foley, Chairman Axis Bank Limited
Ms. Ranjana Agarwal HDFC Bank Limited
ICICI Bank Limited
Mr. Arun Duggal Kotak Mahindra Bank Limited
Corporate Social Responsibility Committee State Bank of India
Ms. Ranjana Agarwal, Chairperson Registrar and Share Transfer Agent
Mr. David Brent Platt Link Intime India Private Limited
Mr. Michael Foley
Registered Office
Strategy Committee 1105, Kailash Building, 11th Floor, 26,
Dr. Min Ye, Chairman Kasturba Gandhi Marg, New Delhi -110001
Mr. Thomas John Keller Jr. Corporate Office
Mr. David Brent Platt Building No. 8, 2nd Floor, Tower A,
DLF Cyber City, Phase II,
Gurugram -122002, Haryana
Appointment is effective from August 10, 2020
1
Appointment is effective from February 7, 2020

2
17
18
FINANCIAL HIGHLIGHTS OF ICRA LIMITED
(Rs. in lakh)
Particulars 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
1 Operating Income 12,930.51 13,936.08 14,859.41 16,289.93 18,124.53 19,536.63 21,090.00 22,212.56 23,013.83 20,778.26
ICRA Limited
2 Non-Operating Income 1,254.26 1,973.77 1,624.12 1,728.71 2,492.54 2,369.31 4,882.74 5,074.27 4,452.79 4,057.40
3 Total Income 14,184.77 15,909.85 16,483.53 18,018.64 20,617.07 21,905.94 25,972.74 27,286.83 27,466.62 24,835.66
4 PBDIT (before prior period 7,083.74 7,762.39 7,498.60 8,437.01 9,898.97 10,109.57 13,049.42 14,853.37 13,353.41 9,909.06
adjustments & exceptional
items)
5 Depreciation (203.23) (189.64) (210.74) (245.20) (369.08) (355.60) (320.27) (265.78) (243.42) (537.64)
6 Finance cost - - - - - - (3.89) (3.46) (3.32) (166.22)
7 Prior Period Adjustments - - - - (764.82) - - - - -
8 Exceptional Items - - - - (1,151.95) (345.52) 681.29 - - -
9 Profit Before Tax 6,880.51 7,572.75 7,287.86 8,191.81 7,613.12 9,408.45 13,406.55 14,584.13 13,106.67 9,205.20
10 Tax Provision (2,389.15) (2,482.77) (1,249.53) (2,318.66) (2,571.24) (3,261.90) (3,609.22) (4,551.94) (3,509.37) (2,707.22)
11 Profit After Tax 4,491.36 5,089.98 6,038.33 5,873.15 5,041.88 6,146.55 9,797.33 10,032.19 9,597.30 6,497.98
12 Other comprehensive income, - - - - - - (47.95) (21.98) (23.11) (53.84)
net of tax
13 Total comprehensive income 4,491.36 5,089.98 6,038.33 5,873.15 5,041.88 6,146.55 9,749.38 10,010.21 9,574.19 6,444.14
for the year
14 Equity Share Capital 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 990.33 990.33 965.12 965.12
15 Securities Premium 6,511.23 6,939.37 7,680.85 8,459.63 8,608.94 8,703.56 4,966.98 5,078.29 - -
16 Net Worth 24,234.13 28,291.65 32,236.74 35,565.46 37,698.58 40,836.19 50,184.44 57,085.76 54,824.59 58,253.04
17 Dividend (%) 170% 200% 220% 230% 240% 250% 270% 300% 300% 270%
18 Basic Earnings Per Share (Rs.) 44.91 50.90 60.38 58.73 51.44 62.53 99.50 102.01 98.36 67.55
19 Book Value Per Share (Rs.) 242.34 282.92 322.37 355.65 376.99 408.36 506.74 576.43 568.06 603.58
Note: The figures from financial years 2016-17 onwards are as per Ind AS
FINANCIAL HIGHLIGHTS OF GROUP ICRA
(Rs. in lakh)
Particulars 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
1 Operating Income 19,302.91 20,746.17 25,141.06 28,296.22 32,191.42 34,115.48 33,303.44 30,886.50 32,806.00 32,108.84
2 Non-Operating Income 1,284.06 2,128.68 1,791.31 1,934.69 2,623.23 2,707.79 3,959.20 4,935.53 4,479.57 4,796.75
3 Total Income 20,586.97 22,874.85 26,932.37 30,230.91 34,814.65 36,823.27 37,262.64 35,822.03 37,285.57 36,905.59
4 PBDIT (before prior period 7,850.35 8,382.95 7,687.48 10,473.51 12,516.88 12,812.66 14,085.59 16,443.31 15,773.53 14,381.07
adjustments & exceptional
items)
5 Depreciation (452.63) (465.30) (483.19) (601.02) (965.36) (957.69) (853.82) (752.52) (562.24) (1,029.01)
6 Finance cost (0.07) (0.47) - (81.78) (198.30) (55.15) (3.89) (10.36) (7.48) (204.47)
7 Prior Period Adjustments - - - - (896.63) - - - - -
8 Exceptional Items - - - - (413.15) - - - - -
9 Profit Before Tax 7,397.65 7,917.18 7,204.29 9,790.71 10,043.44 11,799.82 13,227.88 15,680.43 15,203.81 13,147.59
10 Tax Provision (2,589.45) (2,531.12) (1,323.48) (2,898.37) (3,485.10) (4,156.90) (4,350.23) (5,562.18) (4,609.25) (3,423.82)
11 Profit After Tax (before minority 4,808.20 5,386.06 5,880.81 6,892.34 6,558.34 7,642.92 8,877.65 10,118.25 10,594.56 9,723.77
interest)
12 Other comprehensive income, - - - - - - (60.78) 0.01 (38.14) (62.53)
net of tax
13 Total comprehensive income 4,808.20 5,386.06 5,880.81 6,892.34 6,558.34 7,642.92 8,816.87 10,118.26 10,556.42 9,661.24
for the year
14 Equity Share Capital 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 1,000.00 990.33 990.33 965.12 965.12
15 Securities Premium 6,511.23 6,939.37 7,680.85 8,459.63 8,608.94 8,703.56 4,966.98 5,078.29 - -
16 Net Worth 25,704.81 30,161.33 33,923.75 38,793.86 42,877.56 47,623.77 54,899.02 65,502.12 64,087.43 70,161.47
17 Basic Earnings Per Share (Rs.) 48.11 54.01 59.16 68.92 66.77 77.56 89.95 102.39 108.03 99.98
18 Book Value Per Share (Rs.) 257.05 301.61 339.24 387.94 428.78 476.24 554.35 661.42 664.04 726.97
Note: The figures from financial years 2016-17 onwards are as per Ind AS
19
ICRA Limited
Directors’ Report
To,
The Members,
ICRA Limited
Your Directors have the pleasure in presenting the 29th Annual Report of your Company along with the Audited Financial
Statements for the year ended March 31, 2020.
Financial Performance
During its 29th year of operations, your Company has earned a net profit of Rs. 64.98 crore as against Rs. 95.97 crore during
the previous year. Your Company’s basic earnings per share for the year ended March 31, 2020 was Rs. 67.55, as against
Rs. 98.36 in the previous year. The financial results of your Company (standalone and consolidated) for the year ended March
31, 2020 are presented in the following tables.
Standalone Consolidated
Particulars 2018-19 2019-20 Particulars 2018-19 2019-20
(Rs. crore) (Rs. crore) (Rs. crore) (Rs. crore)
Revenue from operations 230.14 207.78 Revenue from operations 328.06 321.09
Other income 44.53 40.58 Other income 44.80 47.97
Total income 274.67 248.36 Total income 372.86 369.06
Total expenses 143.60 156.31 Total expenses 220.82 237.58
Profit before tax 131.07 92.05 Profit before tax 152.04 131.48
Total tax expense 35.10 27.07 Total tax expense 46.09 34.24
Profit for the year 95.97 64.98 Profit for the year 105.95 97.24
Total other comprehensive (0.23) (0.54) Total other comprehensive (0.38) (0.63)
income, net of tax income, net of tax
Total comprehensive income for 95.74 64.44 Total comprehensive income for 105.57 96.61
the year the year
Figures are extracted from the audited standalone financial Figures are extracted from the audited consolidated financial
statements as per Indian Accounting Standards (Ind AS). statements as per Indian Accounting Standards (Ind AS).
1 crore = 10 million 1 crore = 10 million
20
Directors’ Report
Review of Operations
Rating Services
Market and Business Overview

The credit rating business faced headwinds in FY2020 in terms of decelerating economic growth, limited credit demand
and continued risk aversion towards the non-banking financial companies (NBFCs) and housing finance companies (HFCs)
segment. GDP growth is estimated to have declined considerably during FY2020, despite a pick-up in the expansion of
Government spending, with private sector investment activity remaining sluggish.
The bond issuances are estimated to have decreased by 4% during FY2020 largely because of reduced issuances by NBFCs/
HFCs (which comprise nearly 55-60% of the debt issuances) even as issuances by corporate sector entities grew and the
issuances from banks remained flat. The growth in issuance from the corporate sector remained supported by issuances of
the Government of India (GoI)-serviced bonds and the GoI-guaranteed bonds by various public sector undertakings (PSUs).
Within the NBFCs/HFCs, increased risk aversion of investors and deteriorating credit quality in the sector remained key factors
for degrowth even as the issuances from Public Sector NBFCs remained strong. Of the overall bond issuances, as per ICRA’s
estimates, the PSUs accounted for 56% of the issuances in FY2020 compared to 34% in FY2019. The outstanding stock of
commercial paper declined by 29% as the borrowers continued to correct their asset-liability mismatches and the investors
were more discerning and restricted their preference to stronger issuers with better risk management practices.
Bank credit growth recorded a multi-year low during FY2020, which was mainly driven by the slowing economy and a
higher risk aversion, despite high banking system liquidity for most part of the year. The bond issuances from banks and
financial institutions remained flat as the Basel II debt capital instruments got phased out and refinancing volumes of financial
institutions remained steady.
Economic growth recorded a deceleration in FY2020, reflecting the slowdown in the industrial and the service sectors. While
Government spending stood out as the main driver of growth, domestic consumption demand was modest, driven by the
subdued trend in the rural sector. The credit squeeze witnessed by the NBFCs had an adverse impact on consumption as well
as supply of credit to micro-small and medium enterprises. Moreover, non-Government investment activity remained muted,
with modest capacity utilisation levels. In Q4 FY2020, the emergence of the coronavirus, which led to the lockdown, depressed
economic growth. This has led to a sharp decline in business and consumer confidence and heightened global as well as
domestic risk aversion.
Despite the economic headwinds that adversely impacted the debt and bank loan volumes, your Company added a good
number of large clients, including some marquee names, to its portfolio even as the total number of rated entities reduced as
your Company has been less aggressive in the smaller loan segment. While these new mandates did mitigate the impact of the
reduction in business from existing customers, particularly in the NBFCs and the HFCs segment, this importantly underscores
your Company’s positioning as a credible rating agency by the market participants.
While bank credit growth is expected to remain muted in FY2021, the debt capital markets activity will be driven by factors
like economic outlook, risk aversion, interest rate trajectory and the demand for corporate bonds, amid a significantly higher
supply of Government bonds. The current risk aversion amongst market participants amidst the economic slowdown will
continue to influence the investment decision only towards better-rated or stronger entities, despite the regulatory thrust to
deepen the bond markets.
Corporate Sector
The bank credit to the corporate sector registered a decline in FY2020, driven by sustained risk aversion, slowing consumption
and lack of any meaningful pick-up in investment activity. Borrowings through the bond route were also impacted by increased
risk aversion and unfavourable yields for credits that were either lower rated or lacked the support of strong groups.
Corporates faced elevated pressures in FY2020 against the backdrop of a slowing economy caused by sluggish consumption
and investment demand as well as escalating trade tensions. The pressures were further intensified by heightened funding
21
ICRA Limited
Directors’ Report
challenges due to increasing vulnerabilities of the financial sector, specifically NBFCs, in terms of deteriorating asset quality
and concerns around liquidity and asset-liability mismatches. Accompanying the concerns around slowing economic growth
and simmering global trade tensions, was scepticism, relating to the corporate governance practices followed by some of the
borrowers. These factors, along with increased cost and reduced availability of funding, contributed to weaker credit profiles
and slower growth.
While the economy was showing signs of bottoming out in the latter half of the year, the onset of the Covid-19 pandemic,
which is unprecedented, both in the nature of its impact and the time period for which the consequences will be felt, has
plunged the economy into extreme uncertainty. The lockdown announced by the Government, with only a gradual opening up
of certain activities, is expected to have a severe impact on the economy. The size of the GDP shrinkage would be contingent
on the extent to which a graded resumption in activities is permitted, the magnitude of Government spending to cushion the
blow from the lockdown and the fact that whether a second wave of infections prompts further lockdowns later in the year. At
present, we forecast the Indian GDP to shrink by 5% in FY2021.
The impact of Covid-19 is likely to affect India Inc. on various levels, due to domestic demand slowdown, global economic
slowdown and lockouts, impact on the commodities, foreign exchange rate fluctuations and supply chain disruptions. While
the Reserve Bank of India (RBI) has announced measures to ease the liquidity flows, most corporates, except the highly rated
ones and the PSUs, are likely to witness ongoing funding challenges. Also, liquidity pressures are expected to intensify on
account of delayed payments and the inability to liquidate inventory.
Consequently, the outlook on the rating business would depend, not only on the likely duration for which the economy is
locked down but also on the measures the Government takes to support the economy and consequently the length and pace
of recovery. In the event that the pace of recovery is slow, credit shocks and default rates above those experienced in recent
cycles cannot be ruled out.
Financial Sector
The risk aversion towards NBFCs and HFCs extended into FY2020 as well, following defaults by a few. The investors remained
cautious and preferred to invest primarily in debt issued by the NBFCs/HFCs that either belonged to the public sector or were
backed by strong promoter groups. Accordingly, such NBFCs/HFCs continued to receive funding from debt capital markets,
that too at competitive rates, while others had to rely primarily on bank funding besides portfolio sell-downs to raise resources.
Overall, the assets under management of the NBFCs and the HFCs grew much slower in FY2020 consequent to the funding
constraints. The bond as well as CP issuances by NBFCs and HFCs were lower during the year due to reduced risk appetite
from investors coupled with the regulatory changes on investment norms for liquid mutual funds.
Going forward, the NBFCs and the HFCs would continue to raise funds to keep adequate liquidity buffer anticipating risks
because of the pandemic- related issues, and also, to refinance existing debt or explore opportunistic growth avenues. The
bond issuances for FY2021 should get some fillip with the Targeted Long-term Repo Operations (TLTRO) from the RBI as the
banks must invest the funds mobilised in the debt capital market instruments. Till now, the beneficiaries are the issuers with
either high rating or strong sponsors. Given the requirements of the NBFCs and the HFCs, they are expected to continue to
account for a large proportion of the debt capital market issuance.
The public sector banks (PSBs) were expected to pursue better credit growth during FY2020 after recapitalisation, however,
announcement of a merger among the few PSBs, slowing economic growth and increased risk aversion resulted in a muted
credit growth. The private banks also remained cautious on lending amid slowing growth and emerging concerns on asset
quality in the micro, small and medium enterprises (MSME) and retail segments. Despite slower credit growth during FY2020,
the bond issuances of banks remained stable, driven by phasing out of Basel II debt capital instruments and increased
refinancing demand from financial institutions like NABARD, SIDBI and NHB.
With expectations of muted bank credit growth of 6-7% for FY2021, the bond issuances from the banks are expected to remain
muted, however, the refinancing demand is expected to drive steady bond issuances by financial institutions.
22
Directors’ Report
Rating downgrades of some large issuers during FY2020 and increasing concerns on the credit quality of some issuers
impacted the flows in various debt mutual fund schemes. Further, the regulatory changes on investment limits and marking
to market of underlying investments adversely impacted flows into the debt schemes. As a result, assets under management
(AUM) for debt schemes remained flat with a YoY growth of less than ~1% during FY2020. Your Company continues to
enhance its presence in the Mutual Fund scheme ratings with additions of more schemes from the existing and new fund
houses.
Structured Finance
The securitisation market remained buoyant during FY2020 with volumes reaching about Rs. 2 lakh crore for the fiscal as
the NBFCs and the HFCs continued to rely heavily on securitisation for raising funds, and managing liquidity and the ALM
mismatch. The year saw the emergence of more participants as newer originators and investors entered the market. The
securitisation volumes would have been higher but for the emergence of the Covid-19 pandemic and the resulting disruptions
caused in March 2020.
The securitisation market was further supported by the introduction of the partial credit guarantee (PCG) scheme by the
Government of India (GoI) for PSBs in August 2019 for purchasing high-rated pooled assets from financially sound NBFCs
and HFCs to infuse additional liquidity in the system. The scheme was initially offered for a six-month period, which has
been extended to June 2020. In addition, the relaxation of the minimum holding period (MHP) criteria for long-tenure loans
introduced by the RBI in FY2019 was extended for another six-month period beginning from January 2020, which also
benefits the HFCs in the securitisation market.
In FY2020, your Company continued to maintain its position as a leading credit rating agency (CRA) in the structured finance
segment. It witnessed a healthy increase in the number of fresh transactions rated / loss estimation reports prepared during the
year. The number of originators that mandated your Company for a rating assignment or a loss estimation report increased
in the year vis-à-vis the previous year, thus deepening your Company’s presence in the market. Your Company remained a
thought leader in the sector with thematic notes on the securitisation market and credit quality trends across asset classes.
The securitisation market is expected to witness a drop in volumes in FY2021 due to the nationwide lockdown following the
pandemic that has resulted in moratoriums on loans being extended to retail borrowers and investors becoming cautious on
certain asset classes. The muted growth in the books of the NBFCs and the HFCs would reduce the eligible assets available for
sale which would also dampen the securitisation market. Volumes could again pick up from H2 of the fiscal as the NBFCs and
HFCs would continue to depend on securitisation of their pooled loans to meet their funding requirements once disbursements
start to pick up. Banks’ appetite would be driven by the extent of the priority sector loan (PSL) shortfalls in the banking system.
The increase in the purchase of non-PSL pooled loans is a healthy trend that is expected to continue and support issuance
volumes. However, any significant traction in the priority sector loan certificates (PSLCs) market or widespread adoption of the
loan co-origination framework by banks for sourcing PSL assets could restrict issuance volumes in the medium to long term.
Industry Research
The research initiative of your Company has received a good response and has been appreciated by various stakeholders
in the marketplace. During the year 2019-20, lower research spends by the financial sector affected demand for ICRA’s
subscription-based products. Despite the challenging environment, the good quality of reports published has also helped in
making further inroads across market segments and your Company has added many prominent entities as subscribers in the
last year. Your Company continues to actively engage with the investor community by regularly holding interactive sessions
on macro economy, industries and rating round-ups through its webinar series, thereby building a strong market franchise.
ICRA research has an ongoing coverage on 60+ industries and several sub-segments within the corporate sector and multiple
sub-segments under the financial services and structured finance sectors.
23
ICRA Limited
Directors’ Report
Franchise Development
Your Company continues to strengthen its franchise through periodic conferences, seminars, webinars and media activities
aimed at promoting its visibility and brand strength. The credit-themed outreach programmes that were offered frequently
through the year were very well received by the market participants – particularly, the series of webinars covering the Covid-19
related credit stress was appreciated for the coverage on various sectors.
Your Company continues to be at the forefront, in terms of share of voice, in the electronic and print media, through regular
releases expressing our opinion on contemporary issues with credit significance.
Your Company continues to be a preferred partner to CNBC-TV18 in powering the Financial Advisor Awards. These awards
have a strong franchise in the financial advisory and distribution community and are a matter of considerable pride for the
winners.
Change in Nature of Business

During 2019-20, there was no change in the nature of business of your Company. Pursuant to the SEBI (Credit Rating
Agencies) (Amendment) Regulations, 2018 along with its subsequent amendment(s) and clarifications issued by SEBI from time
to time in this matter, a credit rating agency shall not carry out gradings and other related non-rating activities with effect from
May 30, 2020. Accordingly, from this date, your Company does not accept any new business under these activities.
Subsidiary Companies (including step-down subsidiaries)

At the beginning of the year 2019-20, your Company had six subsidiaries, including one step-down subsidiary.
The Board of Directors of your Company had approved the merger of two of its wholly-owned subsidiaries - ICRA Management
Consulting Services Limited, involved in consulting services, with and into ICRA Online Limited, involved in outsourcing and
information services, subject to requisite approvals. Pursuant to the aforesaid approval, an amalgamation scheme had been
filed for approval of the merger with the Hon’ble National Company Law Tribunals in Delhi and Kolkata.
During the year under review, the National Company Law Tribunal, New Delhi, and the National Company Law Tribunal,
Kolkata, have sanctioned the scheme of amalgamation filed by ICRA Management Consulting Services Limited and ICRA
Online Limited, respectively. Post the merger, the members of ICRA Online Limited approved the change in Company’s name
to ‘ICRA Analytics Limited.’
Apart from the above, there has been no material change in the nature of the business of the subsidiaries.
As of March 31, 2020, your Company had the following subsidiaries, including the step-down subsidiary:
S. Name of Subsidiary Companies Category Country of

No. Incorporation
1. ICRA Analytics Limited$ Subsidiary India
2. Pragati Development Consulting Services Limited Step-down subsidiary India
3. PT. ICRA Indonesia* Subsidiary Indonesia
4. ICRA Lanka Limited Subsidiary Sri Lanka
5. ICRA Nepal Limited Subsidiary Nepal

$
Formerly known as ICRA Online Limited
*liquidation initiated by the Company
24
Directors’ Report
Highlights of performance of subsidiary companies and their contribution to the overall performance of the Company during
the year 2019-20 are provided in the Management Discussion and Analysis Report.
The consolidated financial statements of Group ICRA, consisting of ICRA Limited, its subsidiaries, including step-down subsidiary,
for the year 2019-20, which form a part of the Annual Report, are attached. The Auditors’ Report on the consolidated financial
statements is also attached. In compliance with the relevant provisions of the Companies Act, 2013, a statement containing
the brief financial details in Form AOC-1 as per Rule 5 of the Companies (Accounts) Rules, 2014, of the said subsidiaries, is
annexed to the consolidated financial statements, prepared in accordance with the prescribed Accounting Standards.
As required under the provisions of Section 136 (1) of the Companies Act, 2013, the financial statements, including consolidated
financial statements and other documents required to be attached thereto, have been uploaded on the Company’s website,
www.icra.in. Further, your Company has also uploaded on its website the audited financial statements of each subsidiary
company.
Branches of the Company
Your Company operates its business from its offices in New Delhi, Gurugram, Mumbai, Kolkata, Chennai, Ahmedabad,
Bengaluru, Hyderabad, and Pune.
Board Meetings Held During the Year
During the year, 12 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate
Governance Report attached as Annexure-III to this Report. The Company has complied with secretarial standards issued by
the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.
Human Resource Development & Training
Human resources continued to provide a variety of training & development opportunities in the year under review with an aim
to build employee capacity to meet strategic needs and align with the Company’s strategic plan and overall mission.
A fundamental belief of our management philosophy is to invest in our employees and enable them to develop new skills and
capabilities which benefit them as well as the Company. A variety of training and development programmes were provided
in areas of functional and behavioural skills, team building and development on women leadership with emphasis placed
on improving skill, competency and knowledge. To ensure managerial effectiveness, we launched MILES – A managerial
Interpersonal effectiveness programme. It provides an opportunity to employees to understand themselves better, leading to
self-awareness and thereby an improvement of their people management styles.
New hires go through a systematic on-boarding programme, designed to equip them adequately with the right skills and
competencies to achieve their best potential. Apart from this, all employees including the new hires, are trained online on the
Code of Business Conduct, Conflict of Interest, Anti-Bribery & Corruption, Prevention of Sexual Harassment at Workplace &
Information Security.
ICRA continues to focus on building a strong talent pipeline across levels through regular in-house functional trainings, Blue
Sky sessions, Intuition online learning platform, and external programmes. Developing and strengthening capabilities of all
employees has remained an ongoing priority. Deserving employees, who demonstrate high performance and potential, are
awarded challenging assignments and higher responsibilities. They are provided adequate training and coaching to prepare
them towards the same.
The Company’s talent management strategy is focused on building leaders of tomorrow. We invest through world class
leadership development programmes to build the talent bank in the organisation. The Company has a robust talent review
programme and ensures a succession plan towards critical positions, annually.
25
ICRA Limited
Directors’ Report
There is a harmonious relationship between the employees and the management of your Company. The consultative and
participative management style of your Company has facilitated the achievement of its corporate goals. The employee morale
has been high, resulting in a positive contribution to your Company’s progress.
Employees Stock Option Scheme (ESOS)
The members of your Company in the Annual General Meeting held on August 9, 2018, by passing a special resolution
adopted a new scheme called the Employees Stock Option Scheme 2018 (‘ESOS 2018’), under which an aggregate of
31,950 stock options were proposed to be granted. Permanent employees (excluding promoters and Independent Directors)
of your Company and its subsidiaries are eligible to participate in the ESOS 2018. An estimated 31,950 stock options (shares
of which are with the ICRA Employees Welfare Trust) may be granted under the ESOS 2018.
The disclosures in terms of Regulation 14 of the SEBI (Share-based Employee Benefits) Regulations, 2014 read with Circular
No CIR/CFD/POLICY CELL/2/2015, dated June 16, 2015, issued by SEBI, are available on the Company’s website; the web-
link for the same is:
h t t p s : / / w w w. i c r a . i n / I n v e s t o r R e l a t i o n / S h o w C o r p G o v e r n a n c e R e p o r t / ? I d = 2 7 & T i t l e = C o r p o r a t e % 2 0
Governance&Report=Disclosure%20by%20Board%20of%20Directors%20(ESOP)_2018_March.pdf
Particulars of Employees
The disclosure under the provisions of Section 197(12) of the Companies Act, 2013, regarding the ratio of the remuneration
of each Director to the median employee’s remuneration and such other details as specified in Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Directors’ Report (Annexure I). A
statement showing the names of the top ten employees in terms of remuneration drawn and other particulars of the employees
drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as well as the names and other particulars of every employee covered under the rule, are
available at the registered office of the Company, and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished without any fee.
With regard to the provisions of Section 136(1) of the Companies Act, 2013, the Directors’ Report, excluding the information
provided in compliance with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is being sent to the members of the Company.
Extract of the Annual Return
An extract of the Annual Return in Form No. MGT 9, as per Section 92(3) and Rule 12 of the Companies (Management and
Administration) Rules, 2014, is annexed with this report (Annexure II).
Corporate Governance
The report of the Board of Directors of your Company on Corporate Governance is presented as a separate section (Annexure
III) titled Corporate Governance Report, which forms a part of the Annual Report.
The composition of the Board, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders
Relationship Committee, the Corporate Social Responsibility Committee and other committees of the Board, the number of
meetings of the Board and committees of the Board, and other matters are presented in the Corporate Governance Report.
The certificate of the Statutory Auditors of your Company regarding compliance with the Corporate Governance requirements
as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) is annexed
to the Directors’ Report.
26
Directors’ Report
Your Company has obtained a certificate from a practicing company secretary that none of the Directors on the Board of your
Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /
Ministry of Corporate Affairs or any such statutory authority.
Management Discussion & Analysis
The Management Discussion and Analysis is annexed to the Annual Report (Annexure IV).
Insider Trading Regulations
Based on the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time,
the Code of Conduct for prevention of insider trading is in force in your Company. The Board of Directors of the Company
has adopted the Code of Practises and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, the policy
for determination of legitimate purposes, and policy for enquiry in case of the leak of unpublished price sensitive information
in compliance with the said regulations and the same have been uploaded on the Company website.
Material Changes and Commitments
No material changes and commitments that would affect the financial position of the Company have occurred between the
end of the financial year to which the attached financial statements relate and the date of this report. Further, as per the
disclosure required under Section 134 of the Companies Act, 2013 read with Rule 8(5) of Companies (Accounts) Rules, 2014,
no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern
status and the Company’s operations in future.
Share Capital
As on March 31, 2020, the Company’s issued, subscribed and paid-up equity share capital, stood at Rs. 9,65,12,310 (Nine
Crore Sixty-Five Lakh Twelve Thousand Three Hundred and Ten Only) divided into 96,51,231 equity shares of Rs. 10/- each.
Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Expenditure
As your Company is not involved in any manufacturing activity, the particulars relating to conservation of energy and technology
absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on
the employing techniques that result in the conservation of energy. Details on the foreign exchange earnings and expenditure
of your Company appear in the notes to the financial statements.
Update Regarding Certain Ongoing Matters
First, in respect of an adjudication proceeding (‘Adjudication Proceeding’) initiated by the Securities and Exchange Board of
India (SEBI) in relation to the credit ratings assigned to one of the Company’s customers and the customer’s subsidiaries, SEBI
issued an order imposing a penalty of Rs. 25 lakh under Section 15HB of the SEBI Act, 1992 on the Company. Further, SEBI
issued a Show Cause Notice (‘SCN’) for enhancement of the penalty amount. The Company has filed an appeal challenging
the adjudication order before the Securities Appellate Tribunal (the ‘SAT’) and deposited the penalty amount of Rs. 25 lakh
without prejudice to such appeal. The said appeal is pending before the SAT. The Company has made adequate provision in
this regard. The Company has also been cooperating with Government agencies and responding to their queries in relation
to this matter.
Second, the Board of Directors (‘Board’) had appointed external experts to examine and report on anonymous representations
making certain allegations against two former officials which were forwarded to the Company by SEBI (‘Representations’).
During the examination of the aforesaid Representations, certain counter allegations were made by one of the two former
officials, for which the Board appointed a second set of external experts, to examine such allegations.
27
ICRA Limited
Directors’ Report
The external experts examining the Representations have concluded their examination and the findings indicate that the
conduct of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating to
credit rating activities. The aforesaid officials are no longer in the employment of the Company.
The external experts have expressed that no evidence was found suggesting ex-facie that the ratings examined as part of
the examination were inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is subject to
the limitation that the determination of whether or not any ratings are supported by ratings analysis is a qualitative technical
matter that was beyond the scope of the examination, as the examination was not aimed at reviewing the appropriateness of
rating opinions on merits.
The findings of the second set of external experts do not indicate any material deficiencies with applicable regulations and
Company policies.
The findings of the external experts have been presented to the Board members. The Board is in the process of taking appropriate
steps in the best interest of the Company and its various stakeholders with regard to the outcome of the examination.
Third, the Company directly received another anonymous representation during the year ended March 31, 2020 against
certain of its existing officials and the examination thereof is in progress.
Fourth, the Company had received a letter from SEBI seeking comments on observations made in the interim report dated July
15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS Group. The Company had submitted
its responses to SEBI on such observations dated August 14, 2019. There has been no further development in this matter.
While the Company has made a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding, the
impact of the uncertainties arising from the above matters is currently unascertainable. However, based on the legal opinions
given by reputed external counsels, the Company does not foresee an action from the regulator(s) that could adversely affect
the functioning of the Company.
Directors and Key Managerial Personnel
During 2019-20, Mr. David Brent Platt was appointed as Additional Director effective from April 30, 2019. The Members of
the Company at the Annual General Meeting held on September 28, 2019 approved the appointment of Mr. David Brent Platt
as Non-Executive Non-Independent Director of the Company, effective from September 28, 2019.
The members of the Company also approved the following re-appointments in the Annual General Meeting held on September
28, 2019 by passing special resolutions:
i. Mr. Arun Duggal as an Independent Director for a second term of five years, effective from November 11, 2019;
ii. Ms. Ranjana Agarwal as an Independent Director for a second term of five years, effective from November 11, 2019;
iii. Ms. Radhika Vijay Haribhakti as an Independent Director for a second term of five years, effective from December 4, 2019.
During the year under review, Mr. Navneet Agarwal, Non-Executive, Non-Independent Director of your Company, resigned
from the Board of your Company, inclusive of membership in any and all committees of the Board. The resignation of
Mr. Navneet Agarwal was effective from October 25, 2019. The Board places on record its appreciation for his valuable
contribution and guidance.
The Board of Directors of your Company appointed Mr. Michael Foley as an Additional Director of your Company under the
category of Non-Executive Non-Independent. Mr. Foley’s appointment is effective from October 25, 2019. The Nomination
and Remuneration Committee and the Board of your Company recommend appointment of Mr. Foley under the category of
Non-Executive Non-Independent Director, liable to retire by rotation.
28
Directors’ Report
Further, the Board of Directors of your Company appointed Mr. Amit Kumar Gupta as an Additional Director, Whole-time
Director of your Company. Mr. Gupta’s appointment is effective from February 7, 2020. The Nomination and Remuneration
Committee and the Board of your Company recommend the appointment of Mr. Gupta as a Whole-time Director.
Both the appointments made during the year are subject to approval by the Members of the Company at the forthcoming
Annual General Meeting. The resolutions seeking Mr. Foley’s and Mr. Gupta’s appointment as Directors have been included
in the Agenda of the Annual General Meeting.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of your Company, Mr.
Thomas John Keller Jr. is due to retire by rotation, and being eligible, has offered himself for reappointment.
Proposals for the above appointments/re-appointment forms a part of the Agenda for the forthcoming Annual General
Meeting and the resolutions are recommended for your approval. The profiles of Mr. Foley, Mr. Gupta and Mr. Keller are
presented in the Notice of the 29th Annual General Meeting, as required under the Companies Act, 2013, and the Listing
Regulations.
On July 1, 2019, the Board of Directors of your Company passed a resolution to place Mr. Naresh Takkar, erstwhile Managing
Director and Group CEO, on administrative leave, with immediate effect until further notice. Thereafter, the Board of Directors
in its meeting held on August 29, 2019, after due consideration and taking into account the best interests of the Company
and its various stakeholders, decided to terminate the employment of Mr. Naresh Takkar as Managing Director and Group
CEO of ICRA, effective immediately.
Pursuant to the disclosures made by the Company to the stock exchanges on August 29, 2019 in this regard, the Company
received a special notice dated August 29, 2019, in accordance with Section 115 and other applicable provisions of the
Companies Act, 2013 and the Rules framed thereunder from its shareholder, Moody’s Singapore Pte Ltd, identified as a
promoter of the Company under the stock exchange disclosures (‘Promoter Shareholder’ and such notice, the ‘Special
Notice’). As on the date of this Notice, the Promoter Shareholder was holding, 1,949,722 equity shares of the Company
representing 20.20% of the voting capital of the Company. The Promoter Shareholder had, pursuant to the Special Notice and
in recognition of the legal rights vested in it as a shareholder of the Company, requested to include an additional agenda at
the general meeting of the Members of the Company for removal of Mr. Naresh Takkar as Director of the Company.
The Promoter Shareholder noted in the Special Notice that Mr. Naresh Takkar was appointed on the Board of the Company
in line with his significant role in the management of the ICRA group on account of his position as the Managing Director &
CEO of the Company as well as the Group CEO of the ICRA Group. Accordingly, given the termination of his employment by
the Board in its meeting dated August 29, 2019, the Promoter Shareholder, had, by way of the Special Notice, proposed the
removal of Mr. Naresh Takkar from the office of Director of the Company, since he no longer had any existing relationship
with the Company.
Thereafter, the Members of the Company at the Annual General Meeting held on September 28, 2019 approved the proposal
for removal of Mr. Naresh Takkar as Director of the Company, by passing an ordinary resolution.
During the year under review, the Board of Directors of your Company had appointed Group Chief Financial Officer (Group
CFO), Mr. Vipul Agarwal, as Interim Chief Operating Officer of the Company, effective from July 1, 2019. Mr. Agarwal
assumed responsibility for the day-to-day operations of your Company, during Mr. Takkar’s period of leave and post his
removal, and reports to the Board of Directors. Mr. Agarwal continues to hold his position as the Group CFO.
The Board of Directors of the Company in its meeting held on July 28, 2020 appointed Mr. N. Sivaraman as Managing Director
& CEO of the Company and CEO of ICRA Group (“Managing Director & Group CEO”) for a period of 3 years, effective from
August 10, 2020, under the provisions of Sections 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013
and the rules made there under, as approved by the Nomination and Remuneration Committee of the Company, subject to
approval of the members of the Company.
29
ICRA Limited
Directors’ Report
The resolution seeking Mr. N. Sivaraman’s appointment has been included in the Agenda of the 29th Annual General Meeting.
The profile of Mr. N. Sivaraman is presented in the Notice of the 29th Annual General Meeting, as required under the
Companies Act, 2013, and the Listing Regulations.
Except Ms. Ranjana Agarwal who is serving as an Independent Director on the Board of ICRA Analytics Limited, an unlisted
material subsidiary of the Company, and who receives remuneration by way of commission, no other Directors are in receipt
of any remuneration or commission from any of the subsidiaries of the Company.
Independent Directors’ Declaration
Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 read with Schedule IV of Companies Act, 2013, the
independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 along with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as independent directors of the Company. The following
Non-Executive Directors of the Company are independent in terms of Section 149(6) of the Companies Act, 2013, and the
Listing Regulations:
1. Mr. Arun Duggal
2. Ms. Ranjana Agarwal
3. Ms. Radhika Vijay Haribhakti
Directors’ Responsibility Statement
As required under the provisions contained in Section 134 of the Companies Act, 2013, your Directors hereby confirm that:
(i) in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable accounting standards have
been followed and there are no material departures from the same;
(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent 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 and loss of the Company for that year;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance
with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud
and other irregularities;
(iv) the Directors had prepared the Annual Accounts on a going concern basis;
(v) except for the matters referenced in the adverse opinion, made by the Statutory Auditors of the Company, on the Internal
Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013,
the Directors had laid down the internal financial controls, followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Policy on Directors’ Appointment
The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skill and
experience that are required of the members of the Board. The members of the Board should possess the expertise, skills and
experience needed to manage and guide the Company in the right direction and to create value for all stakeholders. The
members of the Board will need to consist of eminent persons of proven competency and integrity with an established track
30
Directors’ Report
record. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the members
are required to have a significant degree of commitment to the Company and should devote adequate time in preparing for
the Board meeting and attending the same. The members of the Board of Directors are required to possess the education,
expertise, skills and experience in various sectors and industries needed to manage and guide the Company. The members
are also required to look at strategic planning and policy formulations.
The members of the Board should not be related to any executive or independent director of the Company or any of its
subsidiaries. They are not expected to hold any executive or independent positions in any entity that is in direct competition
with the Company. Board members are expected to attend and participate in the meetings of the Board and its Committees,
as relevant. They are also expected to ensure that their other commitments do not interfere with the responsibilities they have
by virtue of being a member of the Board of the Company. While reappointing Directors on the Board and Committees of the
Board, the contribution and attendance record of the concerned Director shall be considered in respect of such reappointment.
Each Independent Director shall hold office as a member of the Board for a maximum term as per the provisions of the
Companies Act, 2013 and the rules made thereunder, in this regard from time to time, and in accordance with the provisions
of the Listing Regulations. The appointment of the Directors shall be formalised through a letter of appointment.
The Executive Directors, with the prior approval of the Board, may serve on the Board of any other entity if there is no conflict
of interest with the Company’s business.
Board and Directors’ Performance Evaluation
The Board of Directors of the Company, based on the recommendations of the Nomination and Remuneration Committee,
has formulated a Board and Directors’ Performance Evaluation Policy, thereby setting out the performance evaluation criteria
for the Board and its Committees and each Directors’ performance, including the Chairman of the Company.
Your Company’s Board had undertaken a formal performance evaluation in a comprehensive and structured manner as
a part of the strengthening exercise. Based on the recommendations of the Nomination and Remuneration Committee,
the Board has adopted a process of receiving anonymous feedback and discussing the same at the meeting to ensure the
Directors’ collective participation and meaningful discussion over the performance of the Board, its Committees, individual
Directors and Chairperson of the Board.
Your Company’s Board believes that trust in the evaluation process and its confidentiality is critical for the success of the
evaluation exercise, therefore, the Board encourages fair and transparent evaluations and maintains anonymity of those
providing the feedback.
During the evaluation process, various suggestions were made by individual Board members to further enhance the effectiveness
of your Company’s Board. The results of the feedback were discussed with the Board and its respective committee members.
Individual feedback was shared by the Chairman with each Board member separately.
The Board of Directors of the Company believes that the effectiveness of its governance framework can continue to be
improved through periodic evaluation of the functioning of the Board as a whole, its committees and individual directors’
performance evaluation.
The Board of Directors acknowledges that Independent Directors on the Board have integrity and possess expertise and
experience, including proficiency.
Auditors
M/s. B S R & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of your Company, at the 28th Annual
General Meeting to hold office until the conclusion of the 33rd Annual General Meeting. As per the explanatory statement
circulated to the members along with the notice of the Annual General Meeting, the annual fee for the financial year ending
March 31, 2020 was proposed at 47,00,000 (Rupees Forty-Seven Lakh only), plus out of pocket expenses and taxes at the
applicable rates, for the purpose of the statutory audit of the Company.
31
ICRA Limited
Directors’ Report
It was mentioned in the notice of the Annual General Meeting, that the Board of Directors and the Audit Committee shall be
given the power to alter and vary the terms and conditions arising out of increase in scope of work, amendment in Auditing
Standards or regulations and such other requirements resulting in change in scope of work. Any such change in the terms and
conditions of appointment and remuneration of Statutory Auditors would be intimated in the Directors’ Report of the Company
in the relevant year. The Board of Directors, based on the claim received from Statutory Auditors regarding incremental efforts
incurred by them on the ongoing regulatory matters, approved additional fee of Rs. 2.02 crore.
Comments on Auditors’ Report
The Statutory Auditors have, in their report to the Members of the Company on the standalone and consolidated financial
statements of the Company, made the following qualifications:
Extract of Qualification of Audit Reports (standalone and consolidated):
The Company is in the process of addressing certain ongoing matters.
India (‘SEBI’) in relation to the credit ratings assigned to one of the Company’s customers and the customer’s subsidiaries, SEBI
issued an order imposing a penalty of INR 25 lakh under section 15HB of the SEBI Act, 1992 on the Company. Further, SEBI
issued a Show Cause Notice (‘SCN’) for enhancement of the penalty amount. The Company has filed an appeal challenging
the adjudication order before the Securities Appellate Tribunal (the ‘SAT’) and deposited the penalty amount of INR 25 lakh
without prejudice to such appeal. The said appeal is pending before the SAT. The Company has also been cooperating with
the Government agencies and responding to their queries in relation to this matter.
making certain allegations against two former officials, which were forwarded to the Company by SEBI (‘Representations’).
officials, for which the Board appointed a second set of external experts to examine such allegations.
Based on our sighting and briefing of the findings of the external experts, the findings indicate that the conduct of the aforesaid
officials was not in conformity with certain applicable regulations and Company policies relating to credit rating activities. The
aforesaid officials are no longer in the employment of the Company. The external experts have expressed that no evidence
was found suggesting ex-facie that the ratings examined as part of the examination were inflated (i.e. were unsupported by
ratings analysis). Further, as per external experts, this is subject to the limitation that the determination of whether or not any
ratings are supported by ratings analysis, is a qualitative technical matter that was beyond the scope of the examination as the
examination was not aimed at reviewing the appropriateness of rating opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate any
material deficiencies with applicable regulations and Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is in the process
of taking steps with regard to the outcome of the examinations.
Fourth, the Company had received a letter from SEBI seeking comments on observations made in the interim report dated
July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS Group. As informed to us, the
Company had submitted its responses to SEBI on such observations dated August 14, 2019 and there has been no further
development in this matter.
32
Directors’ Report
While the Company has made a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding,
the impact of uncertainties arising from SEBI’s powers against non-compliances of aforesaid regulatory framework and other
matters stated above are currently unascertainable. Consequently, we are unable to estimate the impact, if any, that may result
from a conclusion of these matters or any related inquiry, on the Standalone/Consolidated Financial Statements for the year
ended March 31, 2020.
Director’s response to comments of the statutory auditors in the Audit Report:
In this regard we wish to submit that based on the legal opinions given by reputed external counsels, the Company does not
foresee an action from the regulator(s) that could adversely affect the functioning of the Company. The Company has made
a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding, the impact of the uncertainties
arising from the above matters is currently unascertainable. For further details, please refer to the disclosures pertaining
to certain ongoing matters, as provided under ‘Update regarding certain ongoing matters’ of this Report of the Board of
Directors, which are self-explanatory, therefore, no additional comments are required.
Extract of report on the Internal Financial Controls:
Because of the effects/possible effects of the material weaknesses described below on the achievement of the objectives of
the control criteria, the Company has not maintained adequate internal financial controls with reference to Standalone/
Consolidated Financial Statements and such internal financial controls over financial reporting were not operating effectively
as at 31 March 2020, based on the internal financial controls with reference to Standalone/Consolidated Financial Statements
criteria established by the Company considering the essential components of such internal controls stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India
(the “Guidance Note”).
We have considered the material weaknesses identified and reported below in determining the nature, timing, and extent
of audit tests applied in our audit of the Standalone/Consolidated Financial Statements of the Company for the year ended
March 31, 2020 and the material weaknesses have affected our opinion on the said Standalone/Consolidated Financial
Statements and we have issued a qualified opinion on the said Standalone/Consolidated Financial Statements.
As explained inter-alia in the “Basis for Qualified Opinion” section of our Audit Report on the Standalone/Consolidated
Financial Statements for the year ended March 31, 2020, pursuant to examinations by the external experts appointed by the
Board of Directors of the Company of anonymous representations received by the Company, non-compliances of certain
applicable regulations and Company policies relating to credit rating activities, including override of certain internal controls
by senior management officials, have been identified, which indicates that the control environment was ineffective as at
March 31, 2020. This could potentially result in legal/ penal implications for the Company. The Company is in the process of
undertaking remedial steps over a defined period of time towards strengthening its control environment. Pending the outcome
of the aforesaid non-compliances and conclusion of certain other ongoing matters, the completeness of identification of
control deficiencies cannot be ascertained.
Director’s response to comments of the Statutory Auditors on the internal financial controls in the Audit Report:
In this regard we wish to submit that based on the legal opinions given by reputed external counsels, the Company does not
foresee an action from the regulator(s) that could adversely affect the functioning of the Company. The Company has made
a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding, the impact of the uncertainties
arising from the above matters is currently unascertainable. For further details, please refer to the disclosures pertaining
to certain ongoing matters, as provided under ‘Update regarding certain ongoing matters’ of this Report of the Board of
Directors, which are self-explanatory, therefore, no additional comments are required.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under
review. In their report, the Statutory Auditors have stated as follows:
33
ICRA Limited
Directors’ Report
According to the information and explanations given to us, no material fraud by the Company or on the Company by its
officers or employees has been noticed or reported during the year. However, attention is invited to “Basis for Qualified
Opinion” section of our Audit Report on the Standalone Financial Statements for the year ended 31 March 2020, which
deals with certain ongoing matters. The consequences (if any) which may arise in the future upon conclusion of such ongoing
matters have not been considered for reporting under this clause.
Extracts of the statement on impact of audit qualifications (standalone and consolidated) are as under:
I.
Statement on Impact of Audit Qualifications for the financial year ended March 31, 2020 on the Annual
Audited Financial Results - (Standalone)
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
(Rupees in lakh, except per share data)

Sl. Particulars Audited Figures (as reported Adjusted Figures (audited
No. before adjusting for figures after adjusting for
qualifications) qualifications)
1. Turnover / Total income 24,835.66 24,835.66
2. Total Expenditure 15,630.46 15,630.46
3. Net Profit/(Loss)& 6,497.98 6,497.98
4. Earnings Per Share* 67.55 67.55
5. Total Assets 68,389.31 68,389.31
6. Total Liabilities 10,136.27 10,136.27
7. Net Worth 58,253.04 58,253.04
8. Any other financial item(s) (as felt appropriate Not applicable Not applicable
by the management)
&
PAT before comprehensive gain/(loss)
* Earnings Per Share (Rs.) (Basic)
II. Audit Qualification (each audit qualification separately):
1 Report on the Audit of the Standalone Financial Results
Attention is drawn to note 7 of the Standalone Annual Financial Results, wherein it is explained that the Company
is in the process of addressing certain ongoing matters.
First, in respect of an adjudication proceeding (‘Adjudication Proceeding’) initiated by the Securities and Exchange
Board of India (‘SEBI’) in relation to the credit ratings assigned to one of the Company’s customers and the
customer’s subsidiaries, SEBI issued an order imposing a penalty of INR 25 lakh under section 15HB of the
SEBI Act, 1992 on the Company. Further, SEBI issued a Show Cause Notice (‘SCN’) for enhancement of penalty
amount. The Company has filed an appeal challenging the adjudication order before the Securities Appellate
Tribunal (the ‘SAT’) and deposited the penalty amount of INR 25 lakh without prejudice to such appeal. The said
appeal is pending before the SAT. The Company has also been cooperating with government agencies and
responding to their queries in relation to this matter.
Second, the Board of Directors (‘Board’) had appointed external experts to examine and report on anonymous
representations making certain allegations against two former officials, which were forwarded to the Company
by SEBI (‘Representations’). During the examination of the aforesaid Representations, certain counter allegations
were made by one of the two former officials, for which the Board appointed a second set of external experts to
examine such allegations.
34
Directors’ Report
Based on our sighting and briefing of the findings of the external experts, the findings indicate that the conduct
of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating
to credit rating activities. The aforesaid officials are no longer in the employment of the Company. The external
experts have expressed that no evidence was found suggesting ex-facie that the ratings examined as part of the
examination were inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is
subject to the limitation that the determination of whether or not any ratings are supported by ratings analysis, is
a qualitative technical matter that was beyond the scope of the examination as the examination was not aimed at
reviewing the appropriateness of rating opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate
any material deficiencies with applicable regulations and Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is
in the process of taking steps with regard to the outcome of the examinations.
Third, the Company directly received another anonymous representation during the year ended March 31, 2020
against certain of its existing officials and the examination thereof is in progress.
Fourth, the Company had received a letter from SEBI seeking comments on observations made in the interim
report dated July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group.
As informed to us, the Company had submitted its responses to SEBI on such observations dated August 14, 2019
and there has been no further development in this matter.
While the Company has made a provision for penalty on a best estimate basis with regard to the Adjudication
Proceeding, the impact of uncertainties arising from SEBI’s powers against non-compliances of aforesaid
regulatory framework and other matters stated above are currently unascertainable. Consequently, we are unable
to estimate the impact, if any, that may result from a conclusion of these matters or any related inquiry, on the
Standalone Annual Financial Results for the year ended March 31, 2020.
A Type of Audit Qualification: Qualified Opinion
Qualified Opinion / Disclaimer of Opinion / Adverse

Opinion
B Frequency of qualification: First time
Whether appeared first time / repetitive / since how

long continuing
C For Audit Qualification(s) where the impact is Not applicable
quantified by the auditor, Management's Views:
D For Audit Qualification(s) where the impact is not quantified by the auditor:
(i) Management's estimation on the impact of Not applicable
audit qualification:
(ii) If management is unable to estimate the While the Company has made a provision for penalty
impact, reasons for the same: on a best estimate basis with regards to the Adjudication
Proceeding, the impact of uncertainties arising from the
above matters is currently unascertainable. However,
based on the legal opinions given by the reputed
external counsels, the Company does not foresee an
action from the regulator(s) that could adversely affect
35
ICRA Limited
Directors’ Report
Auditors' Comments on (i) or (ii) above: While the Company has made a provision for penalty
on a best estimate basis with regard to the Adjudication
Proceeding, the impact of uncertainties arising from
SEBI’s powers against non-compliances of aforesaid
regulatory framework and other matters stated above
are currently unascertainable. Consequently, we are
unable to estimate the impact, if any, that may result
from a conclusion of these matters or any related
inquiry, on the Standalone Annual Financial Results for
the year ended 31 March 2020.
2 Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial
Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
Because of the effects/possible effects of the material weaknesses described below on the achievement of the
objectives of the control criteria, the Company has not maintained adequate internal financial controls with
reference to Standalone Financial Statements and such internal financial controls over financial reporting were not
operating effectively as at 31 March 2020, based on the internal financial controls with reference to Standalone
Financial Statements criteria established by the Company considering the essential components of such internal
controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (the ‘Guidance Note’).
We have considered the material weaknesses identified and reported below in determining the nature, timing,
and extent of audit tests applied in our audit of the Standalone Financial Statements of the Company for the year
ended March 31, 2020 and the material weaknesses have affected our opinion on the said Standalone Financial
Statements and we have issued a qualified opinion on the said Standalone Financial Statements.
As explained inter-alia in the ‘Basis for Qualified Opinion’ section of our Audit Report on the Standalone Financial
Statements for the year ended 31 March 2020, pursuant to examinations by the external experts appointed by the
Board of Directors of the Company of anonymous representations received by the Company, non-compliances
of certain applicable regulations and Company policies relating to credit rating activities, including override of
certain internal controls by senior management officials, have been identified, which indicates that the control
environment was ineffective as on March 31, 2020. This could potentially result in legal/ penal implications for
the Company. The Company is in the process of undertaking remedial steps over a defined period of time towards
strengthening its control environment. Pending the outcome of aforesaid non-compliances and conclusion of
certain other ongoing matters, the completeness of identification of control deficiencies cannot be ascertained.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or
interim financial statements will not be prevented or detected on a timely basis.
A Type of Audit Qualification: Adverse Opinion

Opinion

long continuing
C For Audit Qualification(s) where the impact is Not applicable
quantified by the auditor, Management's Views:
36
Directors’ Report
(i) Management's estimation on the impact of Not applicable
Auditors' Comments on (i) or (ii) above: Pending the outcome of aforesaid non-compliances
and conclusion of certain other ongoing matter, the
completeness of identification of control deficiencies
cannot be ascertained.
I. Statement on Impact of Audit Qualifications for the financial year ended March 31, 2020 on the Annual
Audited Financial Results - (Consolidated)
[See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]
(Rupees in lakh, except per share data)

Sl. Particulars Audited Figures (as reported Adjusted Figures (audited
No. before adjusting for figures after adjusting for
qualifications) qualifications)
1. Turnover / Total income 36,905.59 36,905.59
2. Total Expenditure 23,758.00 23,758.00
3. Net Profit/(Loss)& 9,723.77 9,723.77
4. Earnings Per Share* 99.98 99.98
5. Total Assets 84,552.83 84,552.83
6. Total Liabilities 14,132.78 14,132.78
7. Net Worth 70,420.05 70,420.05
8. Any other financial item(s) (as felt appropriate Not applicable Not applicable
by the management)
&
PAT before comprehensive gain/(loss)
* Earnings Per Share (Rs.) (Basic)
37
ICRA Limited
Directors’ Report
II. Audit Qualification (each audit qualification separately):

1 Report on the Audit of the Consolidated Financial Results
Attention is drawn to note 6 of the Consolidated Annual Financial Results, wherein it is explained that the Company
is in the process of addressing certain ongoing matters.
First, in respect of an adjudication proceeding (“Adjudication Proceeding”) initiated by the Securities and Exchange
Board of India (“SEBI”) in relation to the credit ratings assigned to one of the Company’s customers and the
customer’s subsidiaries, SEBI issued an order imposing a penalty of INR 25 lakh under section 15HB of the
SEBI Act, 1992 on the Company. Further, SEBI issued a Show Cause Notice (“SCN”) for enhancement of penalty
amount. The Company has filed an appeal challenging the adjudication order before the Securities Appellate
Tribunal (the “SAT”) and deposited the penalty amount of INR 25 lakh without prejudice to such appeal. The
said appeal is pending before the SAT. The Company has also been cooperating with government agencies and
Second, the Board of Directors (“Board”) had appointed external experts to examine and report on anonymous
representations making certain allegations against two former officials, which were forwarded to the Company
by SEBI (“Representations”). During the examination of the aforesaid Representations, certain counter allegations
were made by one of the two former officials, for which the Board appointed a second set of external experts to
examine such allegations.
Based on our sighting and briefing of the findings of the external experts, the findings indicate that the conduct
of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating
to credit rating activities. The aforesaid officials are no longer in the employment of the Company. The external
experts have expressed that no evidence was found suggesting ex-facie that the ratings examined as part of the
examination were inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is
subject to the limitation that the determination of whether or not any ratings are supported by ratings analysis, is
a qualitative technical matter that was beyond the scope of the examination as the examination was not aimed at
reviewing the appropriateness of rating opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate
any material deficiencies with applicable regulations and Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is
in the process of taking steps with regard to the outcome of the examinations.
Third, the Company directly received another anonymous representation during the year ended 31 March 2020
against certain of its existing officials and the examination thereof is in progress.
Fourth, the Company had received a letter from SEBI seeking comments on observations made in the interim
report dated July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group.
As informed to us, the Company had submitted its responses to SEBI on such observations dated 14 August 2019
and there has been no further development in this matter.
While the Company has made a provision for penalty on a best estimate basis with regard to the Adjudication
Proceeding, the impact of uncertainties arising from SEBI’s powers against non-compliances of aforesaid
regulatory framework and other matters stated above are currently unascertainable. Consequently, we are unable
to estimate the impact, if any, that may result from a conclusion of these matters or any related inquiry, on the
Consolidated Annual Financial Results for the year ended 31 March 2020.
38
Directors’ Report
A Type of Audit Qualification: Qualified Opinion

Opinion

long continuing
C For Audit Qualification(s) where the impact Not applicable
is quantified by the auditor, Management’s
Views:
(i) Management’s estimation on the impact of Not applicable
Auditors’ Comments on (i) or (ii) above: While the Company has made a provision for penalty
on a best estimate basis with regard to the Adjudication
Proceeding, the impact of uncertainties arising from
SEBI’s powers against non-compliances of aforesaid
regulatory framework and other matters stated above
are currently unascertainable. Consequently, we are
unable to estimate the impact, if any, that may result
from a conclusion of these matters or any related
inquiry, on the Consolidated Annual Financial Results
for the year ended 31 March 2020.
2 Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial
Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
Because of the effects/possible effects of the material weaknesses described below on the achievement of the
objectives of the control criteria, the Company has not maintained adequate internal financial controls with
reference to Consolidated Financial Statements and such internal financial controls over financial reporting
were not operating effectively as at 31 March 2020, based on the internal financial controls with reference to
Consolidated Financial Statements criteria established by the Company considering the essential components
of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
39
ICRA Limited
Directors’ Report
We have considered the material weaknesses identified and reported below in determining the nature, timing,
and extent of audit tests applied in our audit of the Consolidated Financial Statements of the Company for the
year ended 31 March 2020 and the material weaknesses have affected our opinion on the said Consolidated
Financial Statements and we have issued a qualified opinion on the said Consolidated Financial Statements.
As explained inter-alia in the “Basis for Qualified Opinion” section of our Audit Report on the Consolidated Financial
Statements for the year ended 31 March 2020, pursuant to examinations by the external experts appointed by the
Board of Directors of the Company of anonymous representations received by the Company, non-compliances
of certain applicable regulations and Company policies relating to credit rating activities, including override of
certain internal controls by senior management officials, have been identified, which indicates that the control
environment was ineffective as at 31 March 2020. This could potentially result in legal/ penal implications for the
Company. The Company is in the process of undertaking remedial steps over a defined period of time towards
strengthening its control environment. Pending the outcome of aforesaid non-compliances and conclusion of
certain other ongoing matters, the completeness of identification of control deficiencies cannot be ascertained.
A Type of Audit Qualification: Adverse Opinion

Opinion

long continuing
C For Audit Qualification(s) where the impact Not applicable
is quantified by the auditor, Management’s
Views:
(i) Management’s estimation on the impact of Not applicable
Auditors’ Comments on (i) or (ii) above: Pending the outcome of aforesaid non-compliances
and conclusion of certain other ongoing matter, the
completeness of identification of control deficiencies
cannot be ascertained.
40
Directors’ Report
Secretarial Audit
The Board of Directors of the Company has appointed M/s. Chandrasekaran Associates Company Secretaries, as the
Secretarial Auditor of the Company for the financial year 2019-20 in terms of Section 204 of the Companies Act, 2013
and Regulation 24A of the Listing Regulations. The Secretarial Audit Report for financial year 2019-20 has been annexed to
this Report (Annexure V). The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
However, the Secretarial Auditor in its report has highlighted as under:
During the period under review, the Company has substantially complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above except mentioned below:
The settlement application filed before the Securities and Exchange Board of India (‘SEBI’) by the Company on February 15,
2019 against the show cause notice dated December 17, 2018 received from SEBI regarding adjudication proceeding under
Rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by adjudicating officer) Rules, 1995 in relation to credit
ratings assigned to one of its customers and the customer’s subsidiary (the ‘Initial SCN’), was rejected by the SEBI vide its letter
dated June 28, 2019, thereafter SEBI concluded its adjudication proceedings, and vide its adjudication order dated December
26, 2019, imposed a penalty of INR 25 lakh on the Company under Section 15HB of SEBI Act, 1992 in respect of the Initial
SCN. Further, SEBI issued a show cause notice (‘Subsequent SCN’) dated January 28, 2020 under Section 15-1 (3) of SEBI Act,
1992, for enhancement of the said penalty amount in respect of the Initial SCN.
The Management of the Company advised that the Company filed an appeal challenging the said adjudication order (the
‘Impugned Order’) before the Securities Appellate Tribunal (‘SAT’) and deposited the penalty amount of INR 25 lakh as imposed
vide the Impugned Order without prejudice to such appeal, and the said appeal application was pending on March 31, 2020.
As per the requirement of the Listing Regulations, material subsidiary has appointed a secretarial auditor, who has undertaken
secretarial audit of the material subsidiary for the financial year ended March 31, 2020.
Transfer to Reserves
Your Company proposes not to transfer any amount to the General Reserve.
Dividend
The Board of Directors recommends for approval of the Members at the forthcoming Annual General Meeting, payment of
dividend of Rs. 27 per equity share for the financial year ended March 31, 2020. If the members approve the dividend at the
forthcoming Annual General Meeting, the dividend shall be paid to: (i) all those members whose names appear in the Register
of Members as on September 17, 2020; and (ii) all those members whose names appear on that date as beneficial owners as
furnished by the National Securities Depository Limited and Central Depository Services (India) Limited.
Your Company has formulated a Dividend Distribution Policy (‘the Policy’) pursuant to Regulation 43A of the Listing Regulations.
The objective of the Policy is to maintain stability in the dividend payout of the Company, subject to the applicable laws, and to
ensure a regular dividend income for the members and long-term capital appreciation for all stakeholders of the Company.
Your Company would ensure to strike the right balance between the quantum of dividend paid and the amount of profits
retained in the business for various purposes. The Board of Directors refers to this Policy while declaring/recommending
dividends on behalf of the Company. Through this Policy, the Company would try to maintain a consistent approach to
dividend pay-out plans, subject to the applicable laws. The Policy has been annexed to this report (Annexure VI) and also
uploaded on the Company’s website - www.icra.in.
Transfer to Investor Education and Protection Fund
The Company sends reminder letters to all members whose dividends are unclaimed to ensure that they receive their rightful
dues. Your Company has also uploaded on its website, www.icra.in, information regarding unpaid/unclaimed dividend
amounts lying with your Company.
41
ICRA Limited
Directors’ Report
During 2019-20, the unclaimed dividend amount of Rs. 138,780 towards the unpaid dividend account of the Company for
the financial year 2011-12 was transferred to the Investor Education and Protection Fund. The said amount had remained
unclaimed for seven years, despite reminder letters having been sent to each of the members concerned.
Pursuant to Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendments, all shares in respect of which dividend has not
been paid or claimed for seven consecutive years or more, shall be transferred by the Company in the demat account of
Investor Education and Protection Fund (IEPF) Authority (‘the Authority’) within a period of thirty days of such shares becoming
due to be transferred to the IEPF, as per the procedure mentioned in the said Rules. Accordingly, your Company has transferred
132 equity shares to the demat account of the Authority in accordance with the provisions of the Companies Act, 2013 and
rules made thereunder. All benefits accruing on such shares viz. bonus shares, split, consolidation, fraction shares etc., except
any right issue, shall also be credited to such a demat account.
Members may note that unclaimed dividend and shares transferred to the demat account of the Authority can be claimed back
by them from the Authority by following the procedure mentioned in the said Rules.
Risk Management Policy
Your Company has formulated a risk management policy. This policy is a formal acknowledgement of the commitment of
your Company to risk management. The aim of the policy is not to have the risk eliminated completely from the Company’s
activities, but rather to ensure that every effort is made by the Company to manage risks appropriately to maximise potential
opportunities and minimise the adverse effects of risk. The Board and the Risk Management Committee monitor and review
the risk management plan.
Internal Control System and their Adequacy
Your Company has an internal control system, commensurate with its size, nature of its business and complexities of its
operations. The Board of Directors of your Company has adopted policies and procedures for ensuring the orderly and efficient
conduct of your Company’s business. The Board of Directors of your Company has laid down Internal Financial Controls
to provide reasonable assurance with regard to recording and providing reliable financial and operational information,
adherence to the Company’s policies, safeguarding of assets and prevention and detection of frauds and errors, the accuracy
and completeness of accounting records and timely preparation of reliable information. The Board and the Audit Committee
regularly evaluate internal financial controls.
Statutory Auditors have, in their report to the Members of the Company on the Internal Financial Controls Over Financial
Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013, made an “Adverse Opinion”. The
Directors’ response to the comments of the auditors is given in the section ‘Comments on Auditors’ Report’.
Corporate Social Responsibility
Your Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the
Companies Act, 2013. The CSR policy has been devised on the basis of the recommendations made by the CSR Committee.
The composition of the CSR Committee, the CSR policy of the Company, details about the development and implementation
of the policy and initiatives taken by the Company during the year as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, have been annexed to this report (Annexure VII).
Business Responsibility Report
Your Company, in accordance with the provisions of Regulation 34(2)(f) of the Listing Regulations has prepared a Business
Responsibility Report for the year 2019-20. The Business Responsibility Report describes the initiatives taken by the Company
from the environmental, social and governance perspective. The Business Responsibility Report has been annexed to this
report (Annexure VIII) and forms a part of the Director’s Report.
42
Directors’ Report
Particulars of Contracts or Arrangements with Related Parties
Your Company has entered into contracts or arrangements with its related parties. The related-party transactions are disclosed
in the financial statements for the year ended March 31, 2020. There have been no material-related party transactions as
per Section 188(1) of the Companies Act, 2013 and as per Regulation 23 of the Listing Regulations. The required disclosures
of information in Form AOC-2 in terms of Section 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are annexed to this report (Annexure IX).
Policy on Prohibition, Prevention and Redressal of Sexual Harassment
Your Company has formulated a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace
in accordance with The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.
The Company has constituted an Internal Committee for prevention and redressal of sexual harassment at the workplace
separately for all the branches. The Company has received one complaint during the financial year ended March 31, 2020.
The said complaint was not pursued further by the Internal Committee constituted under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the absence of critical information required under the
Company’s policy on prevention of sexual harassment. The said compliant was treated as resolved. The disclosures in relation
The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 have also been made in
the Corporate Governance Report.
Deposits
The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public
deposits was outstanding as on the date of the balance sheet.
Maintenance of Cost Records
The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.
Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments are disclosed in the financial statements for the year ended March 31, 2020.
Vigil Mechanism/Whistle-Blower Policy
Your Company has established a vigil mechanism in compliance with the provisions of Section 177 (9) of the Companies Act,
2013, and Regulation 22 of the Listing Regulations. Your Company has adopted a Whistle-Blower Policy to report unethical/
illegal/improper behaviour. Your Company has made employees aware of the whistle-blower policy to enable them to report
instances of leak of unpublished price sensitive information.
The said whistle-blower policy also provides for adequate safeguards against victimisation of persons who use such vigil
mechanism and makes provision for direct access to the chairperson of the Audit Committee in exceptional cases. Further, no
stakeholders have been denied access to the Audit Committee.
Composition of the Audit Committee
Your Company has constituted an Audit Committee, the composition of which has been provided in the Corporate Governance
Report. During the financial year 2019-20, the Board accepted all the recommendations of the Audit Committee.
Litigations
There are certain pending cases against your Company and /or in which your Company has been made a party. However,
these cases are sub judice in court.
Besides this, the Company has filed an appeal before the Hon’ble Securities Appellate Tribunal (the ‘SAT’), challenging the
adjudication order (the ‘Impugned Order’) and deposited the penalty amount of INR 25 lakh as imposed vide the Impugned
Order without prejudice to such appeal.
43
ICRA Limited
Directors’ Report
COVID-19
The lockdown imposed by the Central and most state governments to contain the spread of Covid-19 has led to a steep
decline in activity levels in the economy across sectors – manufacturing as well as service – that is expected to result in a sharp
contraction in the GDP of about 5%, as per ICRA’s estimates, in FY 2021. Fresh issuances from corporates, including finance
companies, has been restricted to few entities – those backed by strong promoters and PSUs - which has impacted the fresh
ratings business. This impact, however, has been mitigated to some extent by the spurt in rating opportunities due to issuances
that got funded by the Reserve Bank of India’s (RBI) Targeted Long-Term Repo Operations (TLTRO), which was a key step
towards providing liquidity to corporates, and the refinancing opportunities that arose because of easing in monetary policy
leading to fall in yields. The funding by corporates has largely been done to shore up their liquidity buffers and a pick-up in
private sector investment cycle looks distant.
Rating opportunities in the near term are going to depend, inter alia, on the revival in economic activity, trajectory of interest
rates and Government spending to revive manpower intensive sectors that in turn would spur consumption. Investment by private
sector companies would additionally depend on access to funding, as lenders as well as investors have turned risk averse.
In terms of operations, ICRA is well geared to serve our clients and market participants without any disruption in our service
levels.
Your Company has considered internal and external information and has performed an analysis based on current estimates
on your Company’s capital and financial resources, profitability, liquidity position, assets, internal financial reporting and
control, and demand for Company’s services. Your Company is of the view that based on its present assessment this situation
does not materially impact your Company’s capital and financial resources. However, the actual impact of Covid-19 may
differ from that estimated due to unforeseen circumstances and your Company will continue to closely monitor any material
changes to future economic conditions.
As on date of this Report, there has been no impact on the business due to non-fulfilment of any obligations by any party to
existing contracts/agreements, except a few cases which are sub judice.
Your Company extended remote work for all employees across all locations. Your Company has demonstrated its ability to
provide seamless delivery of high-quality and timely services to its clients even during the lockdown and with the employees
working remotely.
Your Company is monitoring developments across the country and taking all appropriate steps to make the employees’
remote work experience as successful and seamless as possible. The Company is also monitoring the health of all employees
to be assured of their well-being.
Your Company has made a contribution of Rs. 1 crore to the Prime Minister’s Citizen Assistance and Relief in Emergency
Situations Fund (PM CARES Fund), to help combat the Covid-19 outbreak in India and support those most affected.
Acknowledgements
Your Directors acknowledge the cooperation and assistance received from various institutions, Government agencies, members
and professionals from different disciplines.
Your Directors also wish to place on record their appreciation of the contribution made by the members of the staff of your
Company.
For and on behalf of the Board of Directors of ICRA Limited
(Arun Duggal)
Place: Kasauli Chairman
Date: July 28, 2020 (DIN: 00024262)
44
Annexure I
Information as per Rule 5 (1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014
(i) Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company
for the financial year 2019-20 and the percentage increase in remuneration of each Director and Key
Managerial Personnel during the financial year 2019-20:
Name of the Director/Key Designation Ratio of remuneration Percentage

Managerial Personnel of each Director to increase in
median remuneration remuneration
of Employees
Mr. Arun Duggal Independent Director 1.96:1 14%
Ms. Ranjana Agarwal Independent Director 1.57:1 18%
Ms. Radhika Vijay Haribhakti Independent Director 1.57:1 18%
Dr. Min Ye Non- Executive and Non-Independent Director Not Applicable1 Not Applicable1
Mr. Thomas John Keller Jr. Non- Executive and Non-Independent Director Not Applicable1 Not Applicable1
Mr. David Brent Platt Non- Executive and Non-Independent Not Applicable 1
Not Applicable1
Mr. Michael Foley* Additional Director, Non- Executive and Non- Not Applicable1 Not Applicable1
Independent
Mr. Amit Kumar Gupta** Additional Director, Whole-time Director & Not Applicable 32%
General Counsel
Mr. Navneet Agarwal*** Non- Executive and Non-Independent Director Not Applicable Not Applicable
Mr. Naresh Takkar**** Managing Director & Group CEO Not Applicable Not Applicable
Mr. Vipul Agarwal Interim Chief Operating Officer and Group Not Applicable 14%
Chief Financial Officer
Mr. S. Shakeb Rahman Company Secretary Not Applicable 56%
1
Non-Executive Non-Independent Directors have waived sitting fees and also waived commission payable to them for the financial year
2019-20.
*Appointed as an Additional Director with effect from October 25, 2019.
**Appointed an Additional Director, Whole-time Director with effect from February 7, 2020.
***Ceased to be a Director with effect from October 25, 2019.
****Ceased to be a Director with effect from September 28, 2019.
(ii) The percentage increase in the median remuneration of employees for the financial year 2019-20 was 1%.
(iii) The number of permanent employees on the rolls of the Company as of March 31, 2020 was 445.
((iv) Average percentage increase made in the salaries of employees other than the managerial personnel (including KMP) in
the financial year was 0.1%. The increase in the managerial remuneration was not applicable during the period under
review, as the managerial personnel were appointed for part of the year. The average increases every year is in line with
the Company’s performance.
(v) The remuneration paid during the financial year 2019-20 is as per the Remuneration Policy of the Company.
(Arun Duggal)
Date: July 28, 2020 (DIN: 00024262)
45
ICRA Limited
Annexure II
Form No. MGT-9

Extract of Annual Return as on the financial year ended on March 31, 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
1. CIN L74999DL1991PLC042749
2. Registration Date January 16, 1991
3. Name of the Company ICRA Limited
4. Category/Sub-Category Public Company
5. Address of the Registered office and contact details 1105, Kailash Building, 11th Floor,
26, Kasturba Gandhi Marg, New Delhi – 110001
Tel.: +91.11.23357940-45
Email Id: investors@icraindia.com
6. Whether listed company Yes
7. Name, Address and Contact details of Registrar M/s. Link Intime India Private Limited,
and Transfer Agent, if any: Noble Heights, 1st Floor, Plot No. NH 2,
LSC, C-1 Block, Near Savitri Market, Janakpuri,
New Delhi-110058,
Tel: +91.11.4141 0592
Fax: +91.11.4141 0591
Email Id: delhi@linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
The business activities contributing 10% or more of the total turnover of the company are:
Sl. Name and Description of main products/services NIC Code of the product/ % of total turnover of the
No. service company
1. Rating, research and other services 66190 100
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN Holding/ % of Applicable
No. Subsidiary shares Section
/Associate held
1. ICRA Analytics Limited$ U72900WB1999PLC109180 Subsidiary 100 2(87)
Infinity Benchmark Building, 17 Floor, Plot
th
-G1, Block-GP, Sector-V, Salt Lake Kolkata,

West Bengal-700091 India
2. ICRA Lanka Limited NA Subsidiary 100 2(87)
10-02, East Tower, World Trade Center,
Colombo 1, Sri Lanka
3. ICRA Nepal Limited NA Subsidiary 51 2(87)
Sunrise Bizz Park, 6 th
Floor, Dillibazar,
Kathmandu-33, Nepal
46
Annexure II
Sl. Name and Address of the Company CIN Holding/ % of Applicable

No. Subsidiary shares Section
/Associate held
4. PT. ICRA Indonesia* NA Subsidiary 99 2(87)
5. Pragati Development Consulting Services U74140DL2011PLC213174 Subsidiary 100 2(87)
Limited
1105, 11th Floor, Kailash Building, 26,
Kasturba Gandhi Marg, New Delhi 100 001,
India
$
Name of ICRA Online Limited was changed to ICRA Analytics Limited, effective from February 7, 2020. ICRA Management Consulting
Services Limited erstwhile wholly-owned subsidiary of ICRA Limited was merged with and into ICRA Analytics Limited (formerly known as
ICRA Online Limited) with effect from November 15, 2019.
*Under liquidation
IV. SHAREHOLDING PATTERN
(EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
Sr. Category of Shareholders Shareholding at the beginning of the Shareholding at the end of the year %
No year Change
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
(A) Shareholding of Promoter and
Promoter Group
[1] Indian
(a) Individuals / Hindu Undivided Family - - - - - - - - -
(b) Central Government / State - - - - - - - - -
Government(s)
(c) Financial Institutions / Banks - - - - - - - - -
(d) Any Other (Specify) - - - - - - - - -
Bodies Corporate 3055900 - 3055900 31.6633 3055900 - 3055900 31.6633 -
Sub Total (A)(1) 3055900 - 3055900 31.6633 3055900 - 3055900 31.6633 -
[2] Foreign
(a) Individuals (Non-Resident Individuals / - - - - - - - - -
Foreign Individuals)
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - -
(e) Any Other (Specify) - - - - - - - - -
Bodies Corporate 1949722 - 1949722 20.2018 1949722 - 1949722 20.2018 -
Sub Total (A)(2) 1949722 - 1949722 20.2018 1949722 - 1949722 20.2018 -
Total Shareholding of Promoter and 5005622 - 5005622 51.8651 5005622 - 5005622 51.8651 -
Promoter Group(A)=(A)(1)+(A)(2)
(B) Public Shareholding
[1] Institutions
(a) Mutual Funds / UTI 1276612 - 1276612 13.2275 1424436 - 1424436 14.7591 1.5316
(b) Venture Capital Funds - - - - - - - - -
47
ICRA Limited
Annexure II
Sr. Category of Shareholders Shareholding at the beginning of the Shareholding at the end of the year %
No year Change
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
(c) Alternate Investment Funds - - - - 79802 - 79802 0.8269 0.8269
(d) Foreign Venture Capital Investors - - - - - - - - -
(e) Foreign Portfolio Investor 879540 - 879540 9.1132 968468 - 968468 10.0347 0.9215
(f) Financial Institutions / Banks 62873 - 62873 0.6515 57863 - 57863 0.5995 -0.0520
(g) Insurance Companies 1419173 - 1419173 14.7046 1323839 - 1323839 13.7168 -0.9878
(h) Provident Funds/ Pension Funds - - - - - - - - -
(i) Any Other (Specify) - - - - - - - - -
Sub Total (B)(1) 3638198 0 3638198 37.6967 3854408 0 3854408 39.9370 2.2403
[2] Central Government/ State
Government(s)/ President of India
Central Government / State - - - - - - - - -
Government(s)
Sub Total (B)(2) - - - - - - - - -
[3] Non-Institutions
(a) Individuals
(i) Individual shareholders holding nominal 485789 345 486134 5.0370 438103 281 438384 4.5423 -0.4947
share capital upto Rs. 1 lakh
(ii) Individual shareholders holding nominal 137911 - 137911 1.4289 150850 - 150850 1.5630 0.1341
share capital in excess of Rs. 1 lakh
(b) NBFCs registered with RBI 2525 - 2525 0.0262 2500 - 2500 0.0259 -0.0003
(d) Overseas Depositories (holding DRs) - - - - - - - - -
(balancing figure)
(e) Any Other (Specify) - - - - - - - - -
IEPF 349 - 349 0.0036 481 - 481 0.0050 0.0014
Trusts 3003 - 3003 0.0311 3003 - 3003 0.0311 0.0000
Hindu Undivided Family 21219 - 21219 0.2199 19204 - 19204 0.1990 -0.0209
Non Resident Indians (Non Repat) 10576 - 10576 0.1096 8037 - 8037 0.0833 -0.0263
Non Resident Indians (Repat) 24033 - 24033 0.2490 22330 - 22330 0.2314 -0.0176
Clearing Member 2701 - 2701 0.0280 879 - 879 0.0091 -0.0189
Bodies Corporate 287010 - 287010 2.9738 113583 - 113583 1.1769 -1.7969
Sub Total (B)(3) 975116 345 975461 10.1071 758970 281 759251 7.8669 -2.2402
Total Public Shareholding(B)=(B) 4613314 345 4613659 47.8038 4613378 281 4613659 47.8038 -
(1)+(B)(2)+(B)(3)
Total (A)+(B) 9618936 345 9619281 99.6690 9619000 281 9619281 99.6690 -
(C) Non Promoter - Non Public
[1] Custodian/DR Holder - - - - - - - - -
[2] Employee Benefit Trust (under SEBI 31950 - 31950 0.3310 31950 - 31950 0.3310 -
(Share based Employee Benefit)
Regulations, 2014)
Total (A)+(B)+(C) 9650886 345 9651231 100.0000 9650950 281 9651231 100.0000 -
48
Annexure II
Shareholding of Promoters
Sl. Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % Change in
No. Name No. of Shares % of total % of shares No. of Shares % of total % of shares Shareholding
held shares of the pledged/ held shares of the pledged/ during the
Company encumbered Company encumbered year
to total shares to total shares
1. Moody’s Investment 3055900 31.6633 - 3055900 31.6633 - -
Company India
Private Limited
2. Moody’s Singapore 1949722 20.2018 - 1949722 20.2018 - -
Pte Ltd
Total 5005622 51.8651 - 5005622 51.8651 - -
Change in Promoters’ Shareholding:

Sl. Name & Type of Transaction Shareholding at the beginning of Transactions during the year Cumulative Shareholding at the
No. the year - 2019 end of the year – 2020
no. of shares % of total date of no. of shares no of shares % of total
held shares of the transaction held shares of the
company company
1 Moody's Investment Company 3055900 31.6633 - - 3055900 31.6633
India Private Limited
Transfer - - - - - -
At the end of the year - - - - 3055900 31.6633
2 Moody's Singapore Pte Ltd 1949722 20.2018 - - 1949722 20.2018
Transfer - - - - - -
At the end of the year - - - - 1949722 20.2018
Note:
1. Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 96,51,231 Shares.
2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.
Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and
ADRs):
Sr. Name & Type of Transaction Shareholding at the Transactions during the year Cumulative Shareholding at
No. beginning of the year - 2019 the end of the year - 2020
No. of Shares % of Total Date of No. of Shares No of Shares % of Total
Held Shares of The Transaction Held Shares of The
Company Company
1 ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C 954754 9.8926 954754 9.8926
ADITYA BIRLA SUN LIFE MNC FUND
AT THE END OF THE YEAR 954754 9.8926
2 LIFE INSURANCE CORPORATION OF INDIA 896174 9.2856 896174 9.2856
Transfer 09 Aug 2019 (1032) 895142 9.2749
Transfer 16 Aug 2019 (200) 894942 9.2728
Transfer 23 Aug 2019 (3) 894939 9.2728
Transfer 06 Sep 2019 (3) 894936 9.2728
Transfer 11 Oct 2019 (267) 894669 9.2700
Transfer 18 Oct 2019 (1104) 893565 9.2586
Transfer 08 Nov 2019 (279) 893286 9.2557
Transfer 15 Nov 2019 (1068) 892218 9.2446
Transfer 22 Nov 2019 (10005) 882213 9.1409
Transfer 29 Nov 2019 (3685) 878528 9.1028
Transfer 06 Dec 2019 (556) 877972 9.0970
Transfer 13 Dec 2019 (10342) 867630 8.9898
Transfer 20 Dec 2019 (25597) 842033 8.7246
Transfer 27 Dec 2019 (18505) 823528 8.5329
49
ICRA Limited
Company Company
Transfer 31 Dec 2019 (7500) 816028 8.4552
Transfer 03 Jan 2020 (12500) 803528 8.3257
Transfer 07 Feb 2020 (12112) 791416 8.2002
Transfer 14 Feb 2020 (30090) 761326 7.8884
Transfer 21 Feb 2020 (20146) 741180 7.6796
Transfer 28 Feb 2020 (23000) 718180 7.4413
Transfer 06 Mar 2020 (2825) 715355 7.4121
3 PARI WASHINGTON INDIA MASTER FUND, LTD. 631143 6.5395 631143 6.5395
Transfer 12 Apr 2019 1464 632607 6.5547
Transfer 19 Apr 2019 267 632874 6.5574
Transfer 26 Apr 2019 68 632942 6.5581
Transfer 03 May 2019 31245 664187 6.8819
Transfer 13 Dec 2019 9984 674171 6.9853
Transfer 20 Dec 2019 17043 691214 7.1619
Transfer 27 Dec 2019 6497 697711 7.2292
Transfer 31 Dec 2019 5129 702840 7.2824
4 GENERAL INSURANCE CORPORATION OF INDIA 522999 5.4190 522999 5.4190
Transfer 21 Feb 2020 (40000) 482999 5.0045
Transfer 28 Feb 2020 (5581) 477418 4.9467
5 RELIANCE CAPITAL TRUSTEE CO LTD-A/C NIPPON INDIA 256209 2.6547 256209 2.6547
SMALL CAP FUND
Transfer 05 Apr 2019 39282 295491 3.0617
Transfer 02 Aug 2019 (62900) 232591 2.4100
Transfer 30 Aug 2019 1000 233591 2.4203
Transfer 20 Dec 2019 4310 237901 2.4650
Transfer 27 Dec 2019 5690 243591 2.5239
Transfer 31 Dec 2019 5053 248644 2.5763
Transfer 03 Jan 2020 2513 251157 2.6023
Transfer 10 Jan 2020 5000 256157 2.6541
Transfer 24 Jan 2020 173 256330 2.6559
Transfer 14 Feb 2020 19000 275330 2.8528
Transfer 21 Feb 2020 20787 296117 3.0682
Transfer 28 Feb 2020 2500 298617 3.0941
Transfer 06 Mar 2020 649 299266 3.1008
Transfer 13 Mar 2020 186 299452 3.1027
Transfer 27 Mar 2020 2319 301771 3.1268
6 TENCORE PARTNERS MASTER LTD. 0 0.0000 0 0.0000
Transfer 21 Jun 2019 2188 2188 0.0227
Transfer 29 Jun 2019 2200 4388 0.0455
Transfer 05 Jul 2019 845 5233 0.0542
Transfer 12 Jul 2019 10154 15387 0.1594
Transfer 19 Jul 2019 310 15697 0.1626
Transfer 26 Jul 2019 528 16225 0.1681
Transfer 02 Aug 2019 465 16690 0.1729
Transfer 09 Aug 2019 63310 80000 0.8289
Transfer 25 Oct 2019 11113 91113 0.9441
Transfer 01 Nov 2019 446 91559 0.9487
Transfer 08 Nov 2019 623 92182 0.9551
Transfer 15 Nov 2019 1158 93340 0.9671
Transfer 22 Nov 2019 1384 94724 0.9815
Transfer 29 Nov 2019 10538 105262 1.0907
50
Company Company
Transfer 21 Feb 2020 15710 120972 1.2534
Transfer 28 Feb 2020 22028 143000 1.4817
Transfer 27 Mar 2020 50000 193000 1.9997
7 PPFAS MUTUAL FUND - PARAG PARIKH LONG TERM 65649 0.6802 65649 0.6802
EQUITY FUND
Transfer 07 Jun 2019 27 65676 0.6805
Transfer 02 Aug 2019 2 65678 0.6805
Transfer 09 Aug 2019 928 66606 0.6901
Transfer 30 Aug 2019 1990 68596 0.7107
Transfer 14 Feb 2020 8596 77192 0.7998
Transfer 13 Mar 2020 18 77210 0.8000
Transfer 20 Mar 2020 1277 78487 0.8132
Transfer 27 Mar 2020 50565 129052 1.3372
Transfer 31 Mar 2020 27471 156523 1.6218
8 HDFC LIFE INSURANCE COMPANY LIMITED 151794 1.5728 151794 1.5728
Transfer 03 May 2019 (30000) 121794 1.2620
Transfer 17 May 2019 (583) 121211 1.2559
Transfer 24 May 2019 (1211) 120000 1.2434
9 M3 INVESTMENT PRIVATE LIMITED 71660 0.7425 71660 0.7425
10 PARI WASHINGTON INVESTMENT FUND 0 0.0000 0 0.0000
Transfer 10 Jan 2020 262 262 0.0027
Transfer 17 Jan 2020 1474 1736 0.0180
Transfer 24 Jan 2020 1010 2746 0.0285
Transfer 31 Jan 2020 658 3404 0.0353
Transfer 07 Feb 2020 21872 25276 0.2619
Transfer 14 Feb 2020 3813 29089 0.3014
Transfer 21 Feb 2020 8311 37400 0.3875
Transfer 28 Feb 2020 19098 56498 0.5854
Transfer 06 Mar 2020 5747 62245 0.6449
Transfer 13 Mar 2020 557 62802 0.6507
11 RADHAKISHAN DAMANI 48451 0.5020 48451 0.5020
Transfer 11 Oct 2019 600 49051 0.5082
Transfer 18 Oct 2019 (600) 48451 0.5020
Transfer 10 Jan 2020 (5000) 43451 0.4502
12 PLATINUM ASIA FUND 141326 1.4643 141326 1.4643
Transfer 27 Mar 2020 (83420) 57906 0.6000
Transfer 31 Mar 2020 (17848) 40058 0.4151
Notes : 1. Paid up Share Capital of the Company (Face Value Rs. 10.00) at the end of the year is 9651231 Shares.
2. The details of holding has been clubbed based on PAN.
3. % of total Shares of the Company is based on the paid up Capital of the Company at the end of the Year.
51
ICRA Limited
Annexure II
Shareholding of Directors and Key Managerial Personnel
Name of the Shareholding at the beginning of the year Shareholding at the Cumulative Shareholding
Director(s) beginning of the year during the year
No. of % of total No. of % of total
Shares shares of the Shares shares of the
company company
Mr. Arun Duggal At the beginning of the year Nil NA Nil NA
Date wise increase/decrease in Nil NA Nil NA
Shareholding during the year specifying
the reasons for increase/ decrease (e.g.
allotment/transfer/ bonus/sweat equity etc.)
At the end of the year (or on the date of Nil NA Nil NA
separation, if separated during the year)
Ms. Ranjana At the beginning of the year Nil NA Nil NA
Agarwal Date wise increase/decrease in Nil NA Nil NA
Ms. Radhika Vijay At the beginning of the year Nil NA Nil NA
Haribhakti Date wise increase/decrease in Nil NA Nil NA
Dr. Min Ye At the beginning of the year Nil NA Nil NA
Mr. Thomas John At the beginning of the year Nil NA Nil NA
Keller Jr. Date wise increase/decrease in Nil NA Nil NA
Mr. David Brent Platt At the beginning of the year Nil NA Nil NA
52
Annexure II
Name of the Shareholding at the beginning of the year Shareholding at the Cumulative Shareholding
Director(s) beginning of the year during the year
No. of % of total No. of % of total
Shares shares of the Shares shares of the
company company
Mr. Michael Foley1 At the beginning of the year Nil NA Nil NA
Mr. Amit Kumar At the beginning of the year Nil NA Nil NA
Gupta1 Date wise increase/decrease in Nil NA Nil NA
allotment/transfer/bonus/sweat equity etc.)
Mr. Navneet At the beginning of the year Nil NA Nil NA
Agarwal2 Date wise increase/decrease in Nil NA Nil NA
Mr. Naresh Takkar3 At the beginning of the year 42,000 0.435 42,000 0.435
Date wise increase/decrease in Nil* NA Nil* NA
At the end of the year (or on the date of 42,000** 0.435** 42,000** 0.435**
Mr. Vipul Agarwal At the beginning of the year Nil NA Nil NA
Mr. S. Shakeb At the beginning of the year 300 0.003 300 0.003
Rahman Date wise increase/decrease in Nil NA Nil NA
At the end of the year (or on the date of 300 0.003 300 0.003
1
Mr. Michael Foley and Mr. Amit Kumar Gupta were appointed as an Additional Director with effect from October 25, 2019 and February 7,
2020, respectively.
Mr Navneet Agarwal ceased to be a Director with effect from October 25, 2019.
2
Mr. Naresh Takkar ceased to be a Director with effect from September 28, 2019.
3
*During the period April 1, 2019 to September 27, 2019.

**As per benpos dated September 27, 2019.
53
ICRA Limited
Annexure II
INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payments
Secured Loans Unsecured Loans Deposits Total Indebtedness

excluding deposits
Indebtedness at the beginning of the financial year
(i) Principal Amount
(ii) Interest due but not paid Not Applicable
(iii) Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during the financial year
Addition
Reduction Not Applicable
Net Change
Indebtedness at the end of the financial year
(iv) Principal Amount
(v) Interest due but not paid
Not Applicable
(vi) Interest accrued but not due
Total (i+ii+iii)
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Remuneration of Managing Director (MD), Whole-Time Directors (WTD) and/or Manager:
(in Rs. lakh)

Sl. Particulars of Remuneration Mr. Amit Kumar Mr. Naresh
No. Gupta Takkar
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 14.54 190.54
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0.04 0.10
(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961 - -
2. Stock Option - -
3. Sweat Equity - -
4. Commission - -
As 1% of net profit - 19.34
Others - -
5. Others - -
Total (A) 14.58 209.98
Ceiling as per the Act 99.94 210.24
1. Mr. Amit Kumar Gupta was appointed Whole-time Director, effective from February 7, 2020.
2. Mr. Naresh Takkar’s employment was terminated effective from August 29, 2019.
54
Annexure II
Remuneration to other Directors:
Particulars of Mr. Arun Ms. Ranjana Ms. Radhika Dr. Min Ye Mr. Thomas Mr. David Mr. Michael Mr. Navneet Total
Remuneration Duggal Agarwal Vijay John Keller Jr. Brent Platt Foley Agarwal# Amount
Haribhakti
Independent Directors:
Fees for attending Board/ 11.20 15.20 13.40 - - - - - 39.80
Committee meetings (sitting
fee)
Commission 25.00 20.00 20.00 - - - - - 65.00
Others - - - - - - - - -
Total (1) 36.20 35.20 33.40 - - - - - 104.80
Fees for attending Board/ - - - Nil * Nil* Nil * Nil* Nil* Nil*
Committee meetings (sitting
fee)
Commission - - - Nil* Nil* Nil* Nil* Nil* Nil*
Others - - - - - - - - -
Total (2) - - - - - - - - -
Total (B)= (1+2) 25.00 20.00 20.00 Nil Nil Nil Nil Nil* 104.80
Total Managerial - - - - - - - 65.00
Remuneration&
Overall Ceiling as per the - - - - - - - - 92.99
Act
#
Ceased to be a Director with effect from October 25, 2019.
Excluding Sitting Fee.
&
*Non-Executive Non Independent Directors have waived sitting fees and commission payable to them for the financial year 2019-20.
Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD
Sl. Particulars of Remuneration Mr. Vipul Agarwal Mr. Amit Kumar Mr. S. Shakeb Total Amount
No. (Interim Chief Gupta (General Rahman
Operating Officer Counsel)& (Company Secretary
& Group Chief & Compliance
Financial Officer) Officer)
1. (a) Salary as per provisions contained in Section 219.64 98.59 38.43 356.66
17(1) of the Income Tax Act, 1961
(b) Value of perquisites u/s 17(2) of the Income 0.24 0.24 0.24 0.72
Tax Act, 1961
(c) Profits in lieu of salary u/s 17(3) of the Income - - - -
Tax Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
5. Commission - - - -
As 1% of net profit - - - -
Others - - - -
5. Others - - - -
Total (A) 219.88 98.83 38.67 357.38
Ceiling as per the Act - - - -
&
appointed Whole-time Director effective from February 7, 2020
55
ICRA Limited
Annexure II
PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
Type Section of the Brief Description Details of Penalty/ Authority Appeal

Companies Act Punishment/ [RD/NCLT/ made, if any
Compounding Court] (give details)
fees imposed
A. COMPANY
Penalty
Punishment Nil
Compounding
B. DIRECTORS
Penalty
Punishment Nil
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment Nil
Compounding
During the year under review, the Securities and Exchange Board of India (‘SEBI’) concluded its adjudication proceedings
in relation to credit ratings assigned to one of the Company’s customers and the customer subsidiaries (‘Adjudication
Proceeding’) and SEBI vide its adjudication order dated December 26, 2019, imposed a penalty of INR 25 lakh on ICRA
Limited (the ‘Company’ or ‘ICRA’) under section 15HB of SEBI Act, 1992 (‘Adjudication Order’). Further, SEBI issued a
Show Cause Notice (‘SCN’) dated January 28, 2020 under Section 15-1 (3) of SEBI Act, 1992 for enhancement of penalty
amount. The Company has filed an appeal challenging the Adjudication Order (the ‘Impugned Order’) before the Hon’ble
Securities Appellate Tribunal (the ‘SAT’) and deposited the penalty amount of INR 25 lakh as imposed vide the Impugned
Order without prejudice to such appeal.
(Arun Duggal)
Date: July 28, 2020 (DIN: 00024262)
56
Annexure III
Corporate Governance Report

A. Company’s Philosophy on Corporate Governance
Good governance encompasses the conduct of the Company’s business in an ethical, transparent, fair and equitable manner
with due regard to the interests of the various stakeholders, and the exercise of proper control over the Company’s assets and
transactions.
B. Board of Directors
(i) Board Membership Criteria
The members of the Board of Directors of your Company are expected to possess the required expertise, skill and experience
to effectively manage and direct your Company so that it can attain its organisational goals. The members are expected to be
individuals with vision, leadership qualities and a strategic bent of mind with proven competence and integrity.
Each member of the Board of Directors of your Company is expected to ensure that his/her personal interest is not in conflict
with your Company’s interests. Moreover, each member is expected to use his/her professional judgment to maintain both the
substance and the appearance of independence and objectivity.
(ii) Composition of the Board

The Board of Directors of your Company has an optimum combination of Executive and Non-Executive Directors with a
balanced structure.
As on the date of this report, the Board consists of eight members, one of whom is an Executive Director, who is an Additional
Director and seeks regularisation in the ensuing Annual General Meeting. Of the seven Non-Executive Directors, including
two women Directors, three are Independent Directors and four Non-Executive Non-Independent Directors, including one
Additional Director, who seeks regularisation in the ensuing Annual General Meeting. The Chairman of the Board is a
Non-Executive and Independent Director. Your Company believes in a balanced governance structure with the separation
of the posts of a chairperson and a chief executive officer. Your Company acknowledges that while all directors have equal
fiduciary responsibilities, appointing a Non-Executive and Independent Director as Chairman of the Board facilitates better
engagement of, and by, the Independent Directors on the Board. The number of Non-Executive Directors is more than 50%
of the total number of Directors.
Board’s Composition
12%
Non-Independent Director
88% Executive Director

Non Executive Director
Executive Director
Board’s Diversity
22%
1 4 3 Male
78% Female
57
ICRA Limited
In compliance with Regulation 17A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) none of the Directors of your Company are serving in more than eight
listed entities and none of the Independent Directors of your Company serve as Independent Director in more than seven
listed entities. It also specifies that the Managing Director or whole-time Director in any listed entity, would not serve as an
Independent Director in more than three listed entities. The Whole-time Director of your Company does not serve as an
Independent Director in any listed entity.
None of the Directors on the Board of your Company are members of more than 10 committees or chairpersons of more
than five committees, considering all the companies in which they are named directors - in compliance with Regulation 26(1)
of the Listing Regulations.
The composition of the Board as on the date of this report and the other directorships (inclusive of Board committee assignments
with respect to the Company and other companies) held, as on the date of this report by each of the Directors, is set out in
the following table:
Name of Director Category of Relationship Directorship No. of Board No. of Board Directorship in Other Companies
Director with Other in Other Committee(s) Committee(s) (Category)
Directors Companies2 of which of which
inter se he/she is a he/she is
Member3 Chairman3
Mr. Arun Duggal Chairman None 6 5 None • International Asset Reconstruction Co.
DIN: 00024262 Non-Executive Private Limited
(Non-Executive Independent Director)
Independent
Director • ITC Limited
• Mangalore Chemicals & Fertilizers
Limited
• Jubilant Pharma Limited, Singapore
• Star Health and Allied Insurance
Company Limited (Nominee Director)
• IIT Delhi Endowment Management
Foundation (Director)
Ms. Ranjana Non-Executive None 6 6 1 • Indo Rama Synthetics (India) Limited

Agarwal Independent (Non-Executive Independent Director)
DIN: 03340032 Director • ICRA Analytics Limited (Non-Executive
Independent Director)
• Joyville Shapoorji Housing Private
Limited (Non-Executive Independent
Director)
• KDDL Limited (Non-Executive
• RBL Bank Limited (Non-Executive
• Ugro Capital Limited (Non-Executive
58
Member3 Chairman3
Ms. Radhika Vijay Non-Executive None 4 5 1 • Mahanagar Gas Limited (Non-Executive

Haribhakti Independent Independent Director)
DIN: 02409519 Director
• EIH Associated Hotels Limited (Non-
Executive Independent Director)
• Navin Fluorine International Limited

• Rain Industries Limited (Non-Executive

Dr. Min Ye Non-Executive None 10 1 None • China Cheng Xin International Credit
DIN: 06552282 Non-Independent Rating Co., Limited (Director)
Director
• Korea Investors Service, Inc. (Director)
• Moody’s Asia Pacific Limited (Director)
• Moody’s China (B.V.I.) Limited (Director)
• Moody’s Investors Service (Beijing),

Limited (Director)
• Moody’s Investors Service (Korea) Inc.

(Director)
• Moody’s Investors Service India Private

Limited (Director)
• Moody’s Shared Services India Private

Limited (Director)
• Moody’s Singapore Pte Limited

(Director)
• Moody’s (China) Limited (Director)
Mr. Thomas John Non-Executive None None None None None

Keller Jr. Non-Independent
DIN: 00194502 Director
59
ICRA Limited
Member3 Chairman3
Mr. David Brent Non-Executive None 8 None None • Moody’s Risk Assessments, Inc. (Sole
Platt Non-Independent Director & President)
DIN:08424532 Director • Moody’s Risk Assessment Holdings, LLC
(President)
• Moody’s Holdings NL B.V. (Director)
• Moody’s Group NL B.V. (Director)
• Yellow Maple I B.V. (Director)
• Yellow Maple II B.V. (Director)
• Yellow Maple Holding B.V. (Director)
• Bureau Van Dijk Electronic Publishing
B.V. (Director)
Mr. Michael Foley1 Additional None None None 1 None

DIN:08583960 Director, Non-
Executive Non-
Independent
Director
Mr. Amit Kumar Additional None 2 None None • ICRA Lanka Limited (Non-Executive
Gupta4 Director, Director)
DIN:00352927 Wholetime • ICRA Nepal Limited (Non-Executive
Director Director)
Notes:
1
Mr. Michael Foley was appointed as Additional Director with effect from October 25, 2019.
2
Including private companies and foreign companies
3
Including membership/chairmanship only of the Audit Committee(s) and Stakeholders Relationship Committee(s).
4
Mr. Amit Kumar Gupta was appointed as Additional Director with effect from February 07, 2020.
None of the Directors of your Company was holding any shares of your Company as on March 31, 2020.
(iii) Board Meetings/Annual General Meeting
During the year 2019-20, the Board of Directors of your Company met 12 times – on May 9, 2019, July 1, 2019, August
1, 2019, August 22, 2019, August 29, 2019, September 28, 2019, October 24, 2019, January 14, 2020, and February 6,
2020. The Agenda papers, along with the explanatory notes for the Board meetings, were sent in advance to the Directors. At
some instances, documents were tabled at the meeting and presentations were also made by the respective executives to the
meeting on matters within their respective functional areas or areas of expertise.
The previous Annual General Meeting was held on September 28, 2019. Details regarding the attendance of Directors at the
Board Meetings and the Annual General Meeting held during the year 2019-20 are presented in the following table.
60
Name of the Director Attended the last Board Meetings

AGM held on No. of meetings No. of % of No. of meetings
September 28, entitled to attend meetings attendance attended through
2019 attended video/audio
conferencing
Mr. Arun Duggal Yes 12 12 100% Nil
Ms. Ranjana Agarwal Yes 12 10 83% Nil
Ms. Radhika V. Haribhakti Yes 12 11 92% Nil
Dr. Min Ye Yes 12 8# 67% Nil
Mr. Thomas John Keller Jr. Yes 12 9 75% Nil
Mr. David Brent Platt Yes 12 9 75% Nil
Mr. Michael Foley1 NA 2 2 100% Nil
Mr. Amit Kumar Gupta1 NA NA Nil Nil Nil
Mr. Navneet Agarwal2 Yes 10 10 100% Nil
Mr. Naresh Takkar3 Yes 9 5 56% Nil
1
Mr. Michael Foley and Mr. Amit Kumar Gupta were appointed as an Additional Director with effect from October 25, 2019 and February 7,
2020, respectively.
2
Mr Navneet Agarwal ceased to be a Director with effect from October 25, 2019.
3
Mr. Naresh Takkar ceased to be a Director with effect from September 28, 2019.
Not applicable: NA
#
Directorate General of Civil Aviation, India, had issued a travel ban on China passport holders into India due to coronavirus outbreak, so
Dr. Min Ye could not fly to India for February 6, 2020 meeting, and the Company could not arrange video conferencing facility on time given
the last-minute nature of the incident.
The necessary quorum was present at all the meetings.

(iv) Membership Term and Retirement Policy
According to the Articles of Association of your Company, at every Annual General Meeting, one-third of such a number of
the Directors for the time being, as are liable to retire by rotation, or, if their number is not three or a multiple of three, then
the number nearest to one-third, shall retire from office. As on the date of this report, there are three Directors on the Board
of your Company whose office is liable to retire by rotation.
The Directors to retire by rotation at every Annual General Meeting would be those who have been in office for the longest
period, since their last appointment, but between persons who became a Director on the same day, those who are to retire
would (unless they otherwise agree among themselves) be determined by lots. A retiring Director shall be eligible for a re-
election.
(v) Code of Conduct
The Board of Directors has prescribed a Code of Conduct for all members of the Board and the Senior Management of your
Company. This Policy has been uploaded on the website of the Company at:
https://www.icra.in/RegulatoryDisclosure/ShowCodePolicyReport/12
All the members of the Board and the Senior Management personnel of your Company have affirmed their compliance with
the Code of Conduct for the year ended March 31, 2020.
(vi) Familiarisation Programme for Independent Directors
In compliance with the Listing Regulations, your Company conducts a familiarisation programme for Independent Directors in
which the Whole-time Director, Interim Chief Operating Officer, and the executives of Group ICRA entities CEOs apprise the
Independent Directors of the Company’s business model, the nature of the industry in which they operate, and their business
environment, performance trends, operating/competitive issues and plans. The Company encourages Independent Directors
61
ICRA Limited
to attend relevant external training programmes. At various Board meetings, presentations are made to the Board by external
experts and/or a senior management of your Company on topics such as Indian economy, debt markets, global regulatory
environments, and changes in the regulatory environment applicable to the Company and to the industry in which it operates.
The details of the familiarisation programme have been disclosed on the website of the Company at:
h t t p s : / / w w w. i c r a . i n / I n v e s t o r R e l a t i o n / S h o w C o r p G o v e r n a n c e R e p o r t / ? I d = 1 7 & T i t l e = C o r p o r a t e % 2 0
Governance&Report=Familiarisation%20Programme_2018-19.pdf.
(vii) Skills, expertise and competence of the Board of Directors
The Board of Directors of your Company comprises professionals who bring to the fore a vast range of skills and experience
from various sectors, which enhance the governance framework and the Board’s decision-making. The Board is satisfied that
the current composition reflects an appropriate mix of knowledge, skills, experience, diversity and competence required for
the Board to function effectively. The Board has identified the below mentioned skills, expertise and attributes in the context of
the Company’s business and activities:
General management
Accounting & financial expertise
Strategy
Skill,
Risk management
Expertise
and attributes
Corporate governance
Regulatory framework Financial analysis and reporting
The Board of Directors who have such skills, expertise and competence are:
Name of the Director General Strategy Corporate Financial Accounting Risk Regulatory
Management Governance Analysis & Financial Management Framework
and Reporting
Reporting
Mr. Arun Duggal Yes Yes Yes Yes Yes Yes Yes
Ms. Radhika Vijay Yes Yes Yes Yes Yes Yes Yes
Haribhakti
Ms. Ranjana Agarwal Yes Yes Yes Yes Yes Yes
Dr. Min Ye Yes Yes Yes Yes Yes Yes
Mr. Thomas John Keller Jr. Yes Yes Yes Yes Yes
Mr. David Brent Platt Yes Yes Yes Yes Yes Yes
Mr. Michael Foley Yes Yes Yes Yes Yes Yes
Mr. Amit Kumar Gupta Yes Yes Yes
(viii) Independent Directors
In the opinion of the Board of Directors of your Company, the Independent Directors of the Company fulfil the conditions
specified in the Listing Regulations and are independent of the management.
62
C. Board Committees
In compliance with requirements under the Companies Act, 2013, the Listing Regulations, and other applicable laws, the
Board has constituted the following committees of the Board. The committees meet as often as necessary, subject to the
minimum number and frequency stipulated by the Board of Directors or as prescribed under the Companies Act, 2013, and
the Listing Regulations. The following table presents the composition of the various committees as on March 31, 2020 and the
number of meetings held by each committee during the financial year 2019-20.
Committees Composition Chairperson’s % of No. of

classification Independent meetings
members held
Audit Committee • Ms. Ranjana Agarwal, Chairperson ID 75% 7
• Ms. Radhika Vijay Haribhakti
• Mr. Arun Duggal
• Dr. Min Ye
Buy Back Committee • Mr. Arun Duggal NA 100% 0
• Ms. Ranjana Agarwal
Corporate Social Responsibility Committee • Ms. Ranjana Agarwal, Chairperson ID 33.33% 2
• Mr. David Brent Platt
• Mr. Michael Foley
Investment & Real Estate Committee • Ms. Ranjana Agarwal, Chairperson ID 66.67% 2
• Ms. Radhika Viajy Haribhakti
Nomination and Remuneration Committee • Ms. Radhika Vijay Haribhakti, ID 66.67% 8
Chairperson
• Dr. Min Ye
Rating Sub-Committee • Mr. Michael Foley, Chairman NED 33.33% 1
• Mr. Arun Duggal
• Dr. Min Ye
Risk Management Committee • Mr. David Brent Platt, Chairman NED 40% 3
• Ms. Radhika Vijay Haribhakti
• Mr. Thomas John Keller Jr.
Stakeholders’ Relationship Committee • Mr. Michael Foley, Chairman NED 33.33% 1
• Mr. Arun Duggal
Strategy Committee • Mr. Michael Foley, Chairman NED 0% 1
• Mr. Arun Duggal
ID-Independent Director
NED-Non-Executive Director
NA-Not Applicable
63
ICRA Limited
(i) Audit Committee
The terms of reference of the Audit Committee include:
A. Powers of Audit Committee
1. To investigate any activity within its terms of reference

2. To seek information from any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers that necessary
B. Role of Audit Committee
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Review, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of Section 134 of the Act;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.
5. Review, with the management, the quarterly financial statements before submission to the Board for approval;
6. Review, with the management, the statement of uses/application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/
prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public
or rights issue, and make appropriate recommendations to the Board to take steps in this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of the audit process;
8. Approval or any subsequent modification of transactions of the Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Review 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;
64
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit, as well as post-audit
discussions to ascertain any area of concern;
17. Look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
18. Review the functioning of the whistle-blower mechanism;
19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of
the candidate;
20. Attend, through the Chairman, the Annual General Meeting of the Company, to answer shareholders’ queries;
21. Review the utilisation of loans and/or advances from/investment by the Company in the subsidiary exceeding rupees
100 crore or 10% of the asset size of the subsidiary, whichever is lower, including existing loans/ advances/investments
existing as on the date of coming into force of this provision i.e., April 1, 2019;
22. Carry out any other function as is mentioned in terms of reference of the Committee.
C. Review of Information by Audit Committee

The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal audit reports relating to internal control weaknesses;
5. The terms of appointment, including remuneration, and removal of the chief internal auditor; and
6. Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)
in terms of Regulation 32(1) of the Listing Regulations
(b) annual statement of funds utilised for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7) of the Listing Regulations
The Audit Committee consists of Non-Executive Directors, three of whom are Independent Directors. The Chairperson of the
committee, Ms. Ranjana Agarwal, is an Independent Director.
The Audit Committee met seven times during the year 2019-20: on May 8, 2019, May 9, 2019, August 1, 2019, August 22, 2019,
September 28, 2019, October 24, 2019, and February 6, 2020. The following table presents, besides the composition of the Audit
Committee as on March 31, 2020, the details of attendance at the meetings held during the financial year 2019-20.
Composition of Audit Committee Audit Committee meetings

Name of the Director Category Position No. of No. of % of
meetings meetings attendance
entitled to attended
attend
Ms. Ranjana Agarwal Non-Executive Independent Chairperson 7 7 100%
Director
Mr. Arun Duggal Chairman, Non-Executive Member 7 7 100%
Ms. Radhika Vijay Non-Executive Independent Member 7 6 86%
Haribhakti Director
Dr. Min Ye Non-Executive Non- Member 7 5# 71%
#
Directorate General of Civil Aviation, India, had issued a travel ban on China passport holders into India due to coronavirus outbreak, so Dr.
Min Ye could not fly to India for February 6, 2020 meeting, and the Company could not arrange video conferencing facility on time given the
last-minute nature of the incident.
65
ICRA Limited

The Company Secretary of your Company is the Secretary to the Audit Committee.
The Statutory and Internal Auditors of the Company are invitees to the Audit Committee meetings.
(ii) Buyback Committee
Your Company had constituted a Buyback Committee and authorised it to do all such acts, deeds, matters and things as it
may in its absolute discretion deem necessary, expedient, usual or proper, in relation to the buyback. The Buyback Committee
did not meet this Financial Year.
The following table presents the composition of the Buyback Committee.
Composition of Buyback Committee

Name of the Director Category Position
Mr. Arun Duggal Non-Executive Independent Director Member
Ms. Ranjana Agarwal Non-Executive Independent Director Member
Mr. Naresh Takkar1 Executive Director Member
1
Mr. Naresh Takkar ceased to be member with effect from August 29, 2019.
(iii) Corporate Social Responsibility Committee
Your Company has constituted the Corporate Social Responsibility (CSR) Committee to comply with the requirements under
Section 135 (1) of the Companies Act, 2013. The CSR Committee is headed by an Independent Director.
The terms of reference of the CSR Committee include:
(a) recommend projects to be undertaken as well as allocation of funds to the Board

(b) recommend the amount of expenditure to be incurred on the activities referred to in corporate social responsibility
policy
(c) submit an annual report on corporate social responsibility to the Board
(d) monitor the implementation of corporate social responsibility policy from time to time and set up a transparent
monitoring mechanism in relation to the same
(e) conduct an impact analysis once in two years and report the same to the Board
(f) review the CSR policy annually and recommend any proposed changes to the Board for approval
(g) review and assess the adequacy of the Charter for the Committee periodically, and recommend appropriate
changes to the Charter to the Board for approval
During the year 2019-20, the CSR Committee met twice: May 8, 2019, and October 24, 2019.
The following table presents the composition of the CSR Committee as on March 31, 2020 and the details of attendance at
the CSR Committee meeting held during the year 2019-20.
Composition of Corporate Social Responsibility Committee Corporate Social Responsibility

Committee Meeting
attend
Director
Mr. David Brent Platt1 Non-Executive Non- Member 1 1 100%
66
Composition of Corporate Social Responsibility Committee Corporate Social Responsibility

Committee Meeting
attend
Mr. Michael Foley1 Non-Executive Member N.A. N.A. N.A.
Non- Independent Director
Mr. Navneet Agarwal2 Non-Executive Member 2 2 100%
Non- Independent Director
Mr. Naresh Takkar3 Executive Director Member 1 1 100%
1
Mr. David Brent Plat and Michael Foley were appointed as members with effect from August 29, 2019 and October 25, 2019, respectively.
2
Mr. Navneet Agarwal ceased to be a member with effect from October 25, 2019
3
Mr. Naresh Takkar ceased to be a member with effect from August 29, 2019.
The Company Secretary of your Company is the Secretary to the CSR Committee.
(iv) Investment & Real Estate Committee
The Board of Directors of your Company has formed the Investment & Real Estate Committee, headed by Ms. Ranjana
Agarwal, Independent Director.
The Investment & Real Estate Committee met twice during the year 2019-20: on May 8, 2019, and August 1, 2019.
The following table presents the composition of the Investment & Real Estate Committee as on March 31, 2020 and the details
of attendance at the committee meeting held during the year 2019-20.
Composition of Investment & Real Estate Committee Investment & Real Estate
Committee Meeting
attend
Director
Dr. Min Ye1 Non-Executive Member 2 2 100%
Ms. Radhika Vijay Non-Executive Independent Member N.A. N.A. N.A.
Haribhakti3 Director
Mr. Michael Foley3 Non-Executive Member N.A. N.A. N.A.
1
Dr. Min Ye ceased to be the member with effect from February 7, 2020.
2
Mr. Naresh Takkar ceased to be the member with effect from August 29, 2019.
3
Ms. Radhika Vijay Haribhakti and Mr. Michael Foley were appointed as member with effect from August 29, 2019 and February 7, 2020,
respectively.
The Company Secretary of your Company is the Secretary to the Investment & Real Estate Committee.
67
ICRA Limited
(v) Nomination and Remuneration Committee

The Board of Directors of your Company has formed the Nomination and Remuneration Committee, headed by Ms. Radhika
Vijay Haribhakti, Independent Director.
The terms of reference of the Nomination and Remuneration Committee include:
a) identify persons who are qualified to become Directors and who can be appointed in senior management and recommend
to the Board their appointment and removal
b) recommend to the Board the policy relating to remuneration for the Directors, Key Managerial Personnel and other
employees ensuring that:
(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of
the quality required to run the Company successfully
(ii) the relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and
(iii) the remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals
c) recommend to the Board all remuneration, in whatever form, payable to senior management
d) review the Company’s succession plan on an annual basis and recommend to the Board for approval
e) formulate the criteria for evaluation of Independent Directors and the Board
f) specify the manner for effective evaluation of performance of the Board, its committees and individual Directors to be
carried out either by the Board, by the Committee or by any an independent external agency and review its implementation
and compliance
g) devise the policy on Board diversity
h) formulate the criteria for determining qualifications, positive attributes and independence of a Director
i) attend through the chairperson, the general meeting of the Company to answer shareholders’ queries
j) formulate detailed terms and conditions of any employee stock option scheme in terms of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014, and other applicable laws
k) determine the eligibility of an employee for participation under any employee stock option scheme and grant options
thereunder based on, inter alia, the following criteria:
(i) Performance of the employee in contributing to business results, organisational strength and market position of the
Company
(ii) Employee’s potential and criticality to the role(s) assigned
(iii) Level in the Company/Subsidiary, and
(iv) Any other criteria that may be determined by the Committee from time to time
l) determine the quantum of options to be granted under any employee stock option scheme per employee and in aggregate
m) determine the number of shares to be covered by each such option granted under any employee stock option scheme
n) approve forms of agreement for use under any employee stock option scheme
o) establish and administer terms, conditions, performance criteria, restrictions, limitations, exercise period, forfeiture or
vesting or exercise schedule and other provisions of or relating to any option granted under any employee stock option
scheme, including conditions for lapse of options and to specify and determine such additional terms, conditions and
restrictions not inconsistent with the terms of any employee stock option scheme and/or any options as may be deemed
necessary or appropriate to ensure compliance with the applicable laws
68
p) grant waiver of and variations in the terms, conditions, restrictions and limitations under any employee stock option
scheme and amend or adjust the terms and conditions of any option outstanding thereunder, correct any errors, supply
any omissions or reconcile any inconsistencies in any employee stock option scheme, any employee stock option
agreement or any other instrument relating to any options granted pursuant to any employee stock option scheme
q) formulate the conditions under which any options granted pursuant to any employee stock option scheme that have
vested in employees may lapse in case of termination of employment for misconduct
r) construe and interpret any ambiguous provisions/terms of any employee stock option scheme, any employee stock
option agreement and any other instrument relating to any options and decide all questions relating thereto
s) appoint such agents as it shall deem appropriate for the proper administration of any employee stock option scheme
t) frame suitable policies and systems to ensure that there is no violation of the applicable laws including the SEBI (Prohibition
of Insider Trading) Regulations, 2015, and the Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices relating to the Securities Market) Regulations, 2003, by any employee
u) make any other determination and take any other action that it or the Board may deem necessary or desirable for the
administration of any employee stock option scheme including the actions required under the regulations framed by SEBI
and other applicable laws
v) Review and assess the adequacy of the Charter for the Committee periodically and recommend appropriate changes to
the Charter to the Board for approval.
The Nomination and Remuneration Committee consists of three Non-Executive Directors, two of whom are Independent
Directors. The Chairperson of the Committee, Ms. Radhika Vijay Haribhakti, is an Independent Director.
The Nomination and Remuneration Committee met eight times during the year 2019-20: on May 9, 2019, July 1, 2019,
August 1, 2019, August 29, 2019, September 28, 2019, October 24, 2019, January 14, 2020, and February 6, 2020.
The following table presents the composition of the Nomination and Remuneration Committee as on March 31, 2020 and the
details of attendance at the meetings held during the financial year 2019-20.
Composition of Nomination and Remuneration Committee Nomination and Remuneration

Committee Meetings
attend
Ms. Radhika Vijay Haribhakti Non-Executive Independent Chairperson 8 8 100%
Director
Ms. Ranjana Agarwal Non-Executive Independent Member 8 7 88%
Director
Mr. Thomas John Keller Jr. Non-Executive
1
Member 6 6 100%
Dr. Min Ye2 Non-Executive Member 2 0 0%
1
Mr. Thomas John Keller Jr. ceased to be member with effect from October 25, 2019.
2
Dr. Min Ye was appointed as member with effect from October 25, 2019.
The Company Secretary of your Company is the Secretary to the Nomination and Remuneration Committee.
69
ICRA Limited
Performance Evaluation Criteria for Independent Directors

The Board of Directors of your Company, based on the recommendations of the Nomination and Remuneration Committee
of your Company, has laid down the criteria for performance evaluation of Indepe ndent Directors, which covers the areas
relevant to their functioning as Independent Directors of the Company.
Remuneration Policy
The Board of Directors of your Company, based on the recommendation of the Nomination and Remuneration Committee,
has devised a Remuneration Policy designed to attract, motivate, improve productivity and retain valuable talent, by
creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating
a sense of belonging and involvement. The Remuneration Policy shall act as a guideline for determining, inter alia, the
qualifications, positive attributes and independence of a Director, and matters relating to the remuneration, appointment,
removal and evaluation of performance of Directors, key managerial personnel, senior management and other employees.
The Remuneration Policy has been uploaded on the website of your Company at: https://www.icra.in/InvestorRelation/
ShowCorpGovernanceReport/?Id=39&Title=Corporate%20Governance&Report=ICRA_Remuneration%20Policy_May%20
9,%202019.pdf
Executive Directors
During the year 2019-20, your Company paid remuneration to its Executive Directors within the limits envisaged under the
applicable provisions of the Companies Act, 2013 and the rules made thereunder. The remuneration mix for the Executive
Directors shall be as per their terms of appointments approved by the members of the Company, which shall include fixed
pay, deferred pay and perquisites.
Remuneration Paid/Payable to Executive Director/erstwhile Executive Director for the year ended March 31, 2020
(in Rupees lakh)

Name Mr. Amit Kumar Gupta1 Mr. Naresh Takkar2
Designation Whole-time Director and Erstwhile Managing
General Counsel Director & Group CEO
Salary 3.60 40.95
Allowances 10.51 113.98*
Perquisites 0.04 0.10
Commission** - 19.34
Provident Fund Contribution 0.43 4.92
Gratuity @ 20.00
Compensated absences @ 10.69
Total Remuneration 14.58 209.98
Appointment Valid Till February 6, 2021 Not Applicable
Notice Period One month Not Applicable
No. of Stock Options Granted During the Year Nil Nil
1
Mr. Amit Kumar Gupta was appointed as Additional, Whole-Time Director with effect from February 07, 2020.
2
Mr. Naresh Takkar’s employment was terminated effective from August 29, 2019.
@As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a whole, the amounts
pertaining to that are not included above.
*The payment of incentive for the FY 2019-20, shall be decided by the Board. However, the Company has made a provision for the same in
the FY 2019-20.
**The payment of commission for the FY 2019-20, within the approved limit, shall be decided by the Board. However, the Company has made
a provision for the same in the FY 2019-20.
***Employees Stock Options expense in Statement of Profit & Loss is Rupees Nil.
70
Non-Executive Directors
Remuneration for Independent Directors
The Independent Directors receive remuneration by way of fees for attending meetings of Board or Committee thereof,
as recommended by the Committee and approved by the Board from time to time, subject to the limit defined under the
Companies Act, 2013 and rules made thereunder.
The Independent Directors are also paid remuneration by way of commission as recommended by the Committee and as
approved by the Board of Directors within the limit specified by the members and computed in accordance with the applicable
provisions of the Companies Act, 2013 and the rules made thereunder.
Save as set out above, the Independent Directors shall not be entitled to any other form of remuneration from the Company.
Remuneration for Non-Executive, Non-Independent Directors (Including Nominee Directors)
The Non-Executive, Non-Independent Directors will be paid remuneration by way of a sitting fee for each meeting attended
of the Board or of a Board committee, as recommended by the Committee and as approved by the Board of Directors within
the limit specified under the Companies Act, 2013 and the rules made thereunder. The Non-Executive Directors may also be
paid a remuneration by way of certain share of the net profit, as recommended by the Committee and as approved by the
Board of Directors within the limit specified by the members and computed in accordance with the applicable provisions of the
Companies Act, 2013, and the rules made thereunder.
Sitting fees and commission paid to Non-Executive Directors including Independent and Non-Independent
Directors during the year 2019-20
(in Rupees lakh)
Name of Director Sitting Fee paid Commission paid
Mr. Arun Duggal 11.20 25.00
Ms. Ranjana Agarwal 15.20 20.00
Ms. Radhika Vijay Haribhakti 13.40 20.00
Dr. Min Ye Nil* Nil*
Mr. Thomas John Keller Jr. Nil* Nil*
Mr. Navneet Agarwal1 Nil* Nil*
Mr. David Brent Platt2 Nil* Nil*
Mr. Michael Foley2 Nil* Nil*

*Non-Executive Non-Independent Directors have waived sitting fee and commission payable to them for the financial year 2019-20.
1
Mr. Navneet Agarwal ceased to be a Director with effect from October 25, 2019.
2
Mr. David Brent Platt and Mr. Michael Foley were appointed as Director with effect from April 30, 2019 and October 25, 2019, respectively.
Except for your Company’s Executive Director, who is entitled to statutory benefits upon cessation of his employment with your
Company, no other Director is entitled to any benefit upon cessation of his/her association with your Company.
71
ICRA Limited
(vi) Stakeholders Relationship Committee
The Board of Directors of your Company has formed the Stakeholders Relationship Committee.
The terms of reference of the Stakeholders Relationship Committee include:
(a) look into various aspects of interest of shareholders, debenture holders, and other security holders.
(b) resolve the grievances of the security holders of the Company including complaints related to transfer/transmission of
shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc.
(c) review measures taken by the Company for effective exercise of voting rights by shareholders.
(d) review adherence to the service standards adopted by the Company in respect of the various services being rendered by
the registrar and share transfer agent of the Company.
(e) review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
(f) review and assess the adequacy of the Charter for the Committee periodically and recommend appropriate changes to
The Stakeholders Relationship Committee consists of three Directors. The Chairman of the Committee, Mr. Michael Foley, is a
Non-Executive, Non-Independent Director.
The Stakeholders Relationship Committee met once during the year 2019-20: on October 24, 2019.
The following table presents the composition of the Stakeholders Relationship Committee as on March 31, 2020 and the
details of attendance at the Committee meeting held during the year 2019-20.
Composition of Stakeholders Relationship Committee Stakeholders Relationship

Committee Meetings
attend
Mr. Michael Foley1 Non-Executive Non- Chairman N.A. N.A. N.A.
Director
Mr. Arun Duggal2 Non-Executive Independent Member 1 1 100%
Director
Mr. Navneet Agarwal3 Non-Executive Non- Chairman 1 1 100%
Mr. Naresh Takkar4 Executive Director Member N.A. N.A. N.A.
1
Mr. Michael Foley was appointed as Chairperson of the Stakeholders Relationship Committee with effect from October 25, 2019.
2
Mr. Arun Duggal was appointed as member with effect from August 29, 2019.
3
Mr. Navneet Agarwal ceased to be the Chairman and member of the Stakeholders Relationship Committee with effect from October 25, 2019.
4
Mr. Naresh Takkar ceased to be the member with effect from August 29, 2019.
72
The necessary quorum was present at the meetings.
Mr. S. Shakeb Rahman, Company Secretary & Compliance Officer, is the Secretary to the Stakeholders Relationship Committee.
The Company Secretary of your Company is the Compliance Officer.
Your Company received 24 complaints from Shareholders/Investors during the financial year 2019-20. All 24 complaints
were redressed to the satisfaction of the Shareholders/Investors and no complaint was pending as on March 31, 2020.
The details of the complaints received and resolved during the financial year 2019-20 are as follows:
S. Complaint relating to/received from Pending as on Received during Resolved during Pending as on
No. April 1, 2019 the year the year March 31, 2020
1. Transfer/Transmission/Split/Duplicate Share Nil Nil Nil Nil
Certificates
2. Non-receipt of Dividend Nil 8 8 Nil
3. Dematerialisation/Re-materialisation of Shares Nil Nil Nil Nil
4. Complaint received from:
(a) Securities and Exchange Board of India/ Nil Nil Nil Nil
SCORES
(b) Stock Exchanges:
(i) BSE Limited (BSE) Nil 1* 1* Nil
(ii) National Stock Exchange of India Nil Nil Nil Nil
Limited (NSE)
(c) Registrar of Companies (ROC) Nil Nil Nil Nil
5. Legal Nil Nil Nil Nil
6. Non-receipt of Refund Order Nil Nil Nil Nil
7. Non-receipt of Electronic Credits Nil Nil Nil Nil
8. Non-receipt of Annual Report Nil 13 13 Nil
9. Miscellaneous Nil 2 2 Nil
Total Nil 24 24 Nil
*non-receipt of Annual Report

Your Company has registered itself on SCORES and makes every effort to resolve all investor complaints received through
SCORES or otherwise within the statutory time limit since the receipt of the complaint. During the year 2019-20, the Company
received nil complaint through SCORES.
(vii) Strategy Committee
The Board of Directors of your Company has formed a Strategy Committee, headed by Dr. Min Ye, Non-Executive, Non-
Independent Director.
The Strategy Committee met once during the year 2019-20: on August 1, 2019.
The following table presents the composition of the Strategy Committee as on March 31, 2020 and the details of attendance
at the Committee meeting held during the year 2019-20.
73
ICRA Limited
Composition of Strategy Committee Strategy Committee Meeting

attend
Dr. Min Ye1 Non-Executive Non- Chairman 1 1 100%
Mr. Thomas John Keller Jr.2 Non-Executive Non- Member 1 1 100%
Mr. David Brent Platt3 Non-Executive Non- Member 1 1 100%
1
Dr. Min Ye was appointed as Chairman of the Strategy Committee with effect from October 25, 2019.
2
Mr. Thomas John Keller Jr. continued to serve as a member of the Strategy Committee with effect from October 25, 2019; prior to this date
Mr. Keller was the Chairman of the Strategy Committee.
3
Mr. David Brent Platt was appointed as member of the Strategy Committee with effect from May 9, 2019.
4
Mr. Naresh Takkar ceased to be the member of the Strategy Committee with effect from August 29, 2019.
The necessary quorum was present at the meeting.
The Company Secretary of your Company is the Secretary to the Strategy Committee.
(viii) Risk Management Committee
The Board of Directors of your Company has formed a Risk Management Committee, headed by Mr. David Brent Platt, Non-
Executive Director.
The terms of reference of the Risk Management Committee include:
a. review and approve the risk management framework of the Company.

b. review and assess the effectiveness of the Company’s enterprise-wide risk assessment processes and recommend
improvements, where appropriate.
c. review, as appropriate, management’s corrective actions for deficiencies that arise with respect to the effectiveness of the
Company’s enterprise-wide risk assessment programs.
d. evaluate significant risk exposures of the Company and assess management’s actions to mitigate the exposures in a
timely manner (including one-off initiatives, and ongoing activities such as cyber security, business continuity planning
and disaster recovery planning and testing).
e. obtain reasonable assurance from management that all known and emerging risks have been identified and mitigated
or managed.
f. coordinate its activities with the audit committee in instances where there is any overlap with audit activities (e.g. internal
or external audit issue relating to risk management policy or practice).
g. form and delegate authority to sub-committees when appropriate.
h. make regular reports to the Board, including with respect to risk management and minimization procedures.
i. monitor all enterprise risks; in doing so, the Committee recognises the responsibilities delegated to other Board committees
by the Board and understands that the other Board committees may emphasise specific risk monitoring through their
respective activities.
j. review risk management policy annually and recommend any proposed changes to the Board for approval.
k. have access to any internal information necessary to fulfill its oversight role. The Committee shall also have authority to
obtain advice and assistance from internal or external legal, accounting or other advisors.
74
l. review and assess the adequacy of the Charter for the Committee periodically and recommend appropriate changes to
The Risk Management Committee consists of five Non-Executive Directors, two of whom are Independent Directors. The
committee is headed by Mr. David Brent Platt, Non-Executive Director.
The Risk Management Committee met thrice during the year 2019-20: on May 8, 2019, August 1, 2019, and February 6,
2020.
The following table presents the composition of the Risk Management Committee as on March 31, 2020 and the details of
attendance at the Committee meeting held during the year 2019-20.
Composition of Risk Management Committee Risk Management Committee Meetings

attend
Mr. David Brent Platt1 Non-Executive Chairman 2 2 100%
Director
Ms. Radhika Vijay Haribhakti Non-Executive Independent Member 3 2 67%
Director
Mr. Thomas John Keller Jr.2 Non-Executive Member 3 3 100%
Mr. Michael Foley3 Non-Executive Member 1 1 100%
Mr. Navneet Agarwal 4
Non-Executive Member 2 2 100%
1
Mr. David Brent Platt appointed as a member with effect from May 9, 2019 and chairman of the Risk Management Committee with effect from
February 7, 2020.
2
Mr.Thomas John Keller Jr. continued to serve as a member of the Risk Management Committee with effect from February 7, 2020; prior to this
date Mr. Keller was the Chairman of the Risk Management Committee.
3
Mr. Michal Foley was appointed as member of the Risk Management Committee on October 25, 2019.
4
Mr. Navneet Agarwal and Mr. Naresh Takkar ceased to be a member of the Risk Management Committee with effect from October 25, 2019
and August 29, 2019, respectively.
The Company Secretary of your Company is the Secretary to the Risk Management Committee.
(ix) Ratings Sub – Committee
The Board of Directors of your Company has formed the Ratings Sub-Committee, headed by Mr. Michael Foley, Non-Executive
Director.
The terms of reference of the Ratings Sub-Committee include:
i. Reviewing ratings activity which could include, for example, instances of default by rated issuers or issuances, instances
of rapid rating migration, rating performance measures and metrics, assessments of contagion and correlation risk, and
comparative market views (including other credit rating agencies);
ii. Reviewing reports on the effectiveness of ICRA’s policies and procedures for determining credit ratings, and the
effectiveness of internal controls as they relate to the credit rating process;
75
ICRA Limited
iii. Reviewing the process for developing, vetting, and approving methodologies and analytical methods, including
quantitative data and models, that ICRA uses to determine credit ratings;
iv. Reviewing the establishment, maintenance, and enforcement of ICRA’s policies and procedures to address, manage, and
disclose any conflicts of interest;
v. Reviewing, with the management, report of external audit of rating process;
vi. Reviewing reports and findings from the credit policy function;
vii. Reviewing the compensation and promotion policies of ICRA to assess consistency with commercial/analytic separation
and rating quality objectives;
viii. Reviewing the reports submitted by the chairperson(s) of each rating committee on an annual basis which would, inter
alia, include:
a. Ratings assigned by the rating committees
b. Sharp changes in ratings
ix. Reviewing and assessing the adequacy of the Charter for the Ratings Sub-Committee periodically and recommending
appropriate changes to the Charter to the Board for approval.
The Ratings Sub-Committee met once during the year 2019-20 on February 06, 2020.
The following table presents the composition of the Ratings Sub-Committee as on March 31, 2020 and the details of attendance
at the Committee meeting held during the year 2019-20.
Composition of Ratings Sub-Committee Ratings Sub - Committee Meeting

attend
Mr. Michael Foley Non-Executive Non- Chairman 1 1 100%
Mr. Arun Duggal Non-Executive Independent Member 1 1 100%
Director
Dr. Min Ye Non-Executive Non- Member 1 0# 0%
#
Directorate General of Civil Aviation, India, had issued a travel ban on China passport holders into India due to coronavirus outbreak, so Dr.
Min Ye could not fly to India for February 6, 2020 meeting, and the Company could not arrange video conferencing facility on time given the
last-minute nature of the incident.
D. Subsidiary Companies Monitoring Framework

All subsidiary companies of your Company are Board-managed, with their respective Boards of Directors having the rights
and obligations to manage such companies in the best interest of their stakeholders. The Company monitors the performance
of its subsidiary companies using, inter alia, the following means:
(a) Financial statements, in particular the investments made by the unlisted subsidiary companies, are reviewed quarterly by
the Audit Committee of the Company.
(b) Minutes of all the Board meetings of the unlisted subsidiary companies are placed regularly before the Board of Directors
at the Board Meetings of the Company.
(c) A statement containing all the significant transactions and arrangements entered into by the unlisted subsidiary companies
is placed regularly before the Board of Directors at the Board Meetings of the Company.
76
E. General Body Meeting

Select details of the last three Annual General Meetings of your Company are presented in the following table.
Nature of Meeting Date and Time Venue Special Resolution Passed by Members
during the Annual General Meetings
Twenty-Sixth Annual August 3, 2017 at 15:00 Air Force No Special Resolution was proposed and
General Meeting hours Auditorium, passed
Twenty-Seventh Annual August 9, 2018 at 15:00 Subroto Park; New The following Special Resolutions were
General Meeting hours Delhi 110 010 passed by the Members:
• Approval of Employee Stock Options

Scheme, 2018 and grant of stock
options to the Eligible Employees/
Directors of the Company under the
scheme.
• Approval of Employee Stock Options

Scheme, 2018 and grant of stock
options to the Eligible Employees/
Directors of the Company’s
subsidiaries under the scheme.
Twenty-Eighth Annual September 28, 2019 at Sri Sathya Sai The following Special Resolutions were
General Meeting 15:30 hours International passed by the Members:
Centre, Bhisham • Reappointment of Mr. Arun Duggal

Pitamah Marg, as an Independent Director of the
Lodhi Road, New Company for second term.
Delhi-110003
• Reappointment of Ms. Ranjana
Agarwal as an Independent Director of
the Company for second term.
• Reappointment of Ms. Radhika Vijay

Haribhakti as an Independent Director
of the Company for second term.
Postal Ballot
During 2019-20, no special resolution was passed through Postal Ballot. No special resolution is proposed to be conducted
through postal ballot as of now.
F. Disclosures
(i) Related-Party Transactions
There have been no materially significant related-party transactions, pecuniary transactions or relationships between your
Company and the Directors, the Management, subsidiary companies or related parties that may have a potential conflict with
the Company’s interest. Other related-party transactions are disclosed in the financial statements for the year ended March
31, 2020. As required under Schedule V of the Listing Regulations, the Company has formulated a policy on dealing with
Related Party Transactions, which has been uploaded on the website of the Company at:
https://www.icra.in/RegulatoryDisclosure/ShowCodePolicyReport/4.
77
ICRA Limited
(ii) Details of Non-Compliance

Please refer to the disclosures pertaining to certain ongoing matters, as provided under ‘Update regarding certain ongoing
matters’ in the Directors Report of the Board of Directors, which are self-explanatory.
(iii) Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 read with Schedule V of the Listing
Regulations, your Company has adopted a Whistle Blower Policy, for use by your Company, with a view to establishing a vigil
mechanism whereby all the stakeholders, Directors and employees, are encouraged to report illegal, unethical or improper
activities through established channels, enabling an ethical and corruption-free work environment and at the same time
safeguarding stakeholders, Directors and employees against victimisation. All unethical malpractices reported via the hotline
or otherwise are thoroughly investigated, to the extent possible. The Whistle Blower Policy does not release stakeholders,
Directors or employees from their duty of confidentiality in the course of their work, nor can it be used as a route for taking
up a grievance about a personal situation. The said mechanism also provides for adequate safeguards against victimisation
of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in
exceptional cases. Further, no stakeholders have been denied access to the Audit Committee. The said Whistle Blower Policy
has been uploaded on the website of the Company at:
(iv) Policy for determining ‘material’ subsidiaries

As required under Regulation 16 (1) (c) of the Listing Regulations, the Company has formulated a Policy for determining the
‘material’ subsidiaries, which has been uploaded on the Company’s website at:
(v) Materiality Policy

As required under Regulation 30(4)(ii) of the Listing Regulations, the Company has formulated a policy for determination of
materiality of an event or information for disclosures to the stock exchanges. Further, according to this Policy, any transaction,
event or information relating to the Company and/or its subsidiaries that might fall within the section-scope is to be reported
immediately by the employees of the Company and/or its subsidiaries to either the Group CFO or the General Counsel of
the Company. The Group CFO and the General Counsel together will determine the materiality of the event/information in
consultation with the Managing Director & Group CEO. The Group CFO and the General Counsel will ensure that adequate
disclosures with respect to such material events/information are made to the stock exchanges within the timeline prescribed
under the Listing Regulations. This Policy has been uploaded on the website of the Company at:
(vi) Record Retention and Archival Policy

As required under the Listing Regulations, the Company has formulated a Policy on the preservation and archiving of
documents, which has been uploaded on the website of the Company at:
(vii) Adoption of Mandatory and Discretionary Requirements

The Listing Regulations prescribe various corporate governance recommendations in line with the Corporate Governance
Committee constituted by the SEBI.
During the year 2019-20, your Company complied with all the mandatory requirements of the Listing Regulations. The
Company has also complied with the following discretionary requirements under Regulation 27(1) of the Listing Regulations:
(i) Reporting of Internal Auditor: The Internal Auditors of the Company directly report to the Audit Committee.
(ii) Board: The Chairman being a Non-Executive and Independent Director. Effective from April 1, 2020, a part of the
expenses for maintaining the office will be reimbursed to the Chairman.
78
(viii) Management Discussion and Analysis Report
The Management Discussion and Analysis Report is annexed and forms a part of the Annual Report.
(ix) Separate meeting of Independent Directors
In compliance with Regulation 25(3) of the Listing Regulations, one separate meeting of the Independent Directors of the
Company was held on February 6, 2020, without the attendance of the Executive Director, Non-Independent Directors and
members of management. All the Independent Directors attended the said meeting.
(x) Policy on Board Diversity
The Board of Directors of your Company, based on the recommendations of the Nomination and Remuneration Committee of
your Company, has devised a policy on Board Diversity to ensure broad experience and diversity on the Board.
(xi) Performance Evaluation
The Board of Directors of your Company, based on the recommendations of the Nomination and Remuneration Committee
of your Company, has laid down the criteria for performance evaluation of Independent Directors and other directors, the
Committees of the Board and the Board of Directors as a whole. The criteria for performance evaluation covers the areas
relevant to the functioning of individual directors as independent directors or other directors, as members of the Board and as
members of the Committees of the Board.
(xii) Disclosures in relation to complaints relating to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The disclosures in relation to Anti-Sexual Harassment Policy and constitution of Internal Complaints Committee have been
been made in the Directors’ Report. As required under the Listing Regulations, the disclosures in relation to complaints relating
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided below:
a. number of complaints filed during the financial year: One

b. number of complaints disposed of during the financial year: One
c. number of complaints pending as on end of the financial year: Nil
The above-referenced complaint was not pursued further by the Internal Committee constituted under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the absence of critical information required
under the Company’s policy on prevention of sexual harassment. The said compliant was treated as resolved.
(xiii) Disclosures relating to fees paid/payable to statutory auditors
Total fees for all services paid/payable for the financial year 2019-20 by your Company and its subsidiaries in India to BSR
& Co. LLP, Chartered Accountants (including all entities in network firm/network entity), on a consolidated basis are as under.
Particulars Amount (Rupees In lakh)

Audit fees 36.32
Additional audit fee* 201.96
Limited review fees 17.79
Tax audit fees 11.46
Other certification services fees 1.15
Reimbursement of expenses 5.77
Total 274.45
*Approved by the Board of Directors, based on the claim received from auditors towards incremental efforts incurred by them on the ongoing
regulatory matters.
79
ICRA Limited
(xiv) Certificate from Company Secretary in practice

As required under Schedule V of the Listing Regulations, your Company has obtained a certificate from a company secretary
in practice, that none of the Directors on the Board of your Company as on March 31, 2020 are debarred or disqualified from
being appointed or continuing as Directors of your Company by the Securities and Exchange Board of India or the Ministry
of Corporate Affairs, or any such authority. A certificate from a company secretary in practice for the financial year 2019-20
has been annexed to this report.
(xv) Disclosure regarding Commodity price risk and hedging activities

Your Company is not exposed to any commodity price risk and hence the disclosures under Regulation 34(3) read with clause
9(n) of Part C of Schedule V of Listing Regulations is not applicable.
The detailed discussion of the Company’s risks and concern are provided in the Management Discussion & Analysis Report.
(xvi) Disclosures with respect to demat suspense account/ unclaimed suspense account
There are no shares lying in the demat suspense account or unclaimed suspense account, therefore, disclosures in terms of
Regulation 39 (4) of the Listing Regulations read with Schedule V are not applicable.
Means of Communication
1. Your Company’s corporate website www.icra.in has an Investors section, which provides comprehensive information to
members. The quarterly and annual financial results are available there.
2. The quarterly and annual financial results of the Company are published in English and Hindi daily newspapers, viz. The
Financial Express and Jansatta, in addition to some other newspapers. The results are also available on your Company’s
website (www.icra.in) and on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India
Limited (www.nseindia.com).
3. The official news releases issued by the Company, including presentations made to institutional investors and to analysts,
are also displayed on the Company’s website www.icra.in. As required under Regulation 46 of the Listing Regulations,
your Company maintains a functional website www.icra.in, which, inter alia, presents the following information in
compliance with the said Regulation:
(a) Details of business

(b) Terms and conditions of appointment of independent directors
(c) Composition of various committees of board of directors
(d) Code of conduct of board of directors and senior management personnel
(e) Details of establishment of vigil mechanism/whistle blower policy
(f) Criteria of making payments to non-executive directors
(g) Policy on dealing with related party transactions
(h) Policy for determining ‘material’ subsidiaries
(i) Details of familiarisation programmes imparted to independent directors
(j) Contact information of the designated officials of the Company who are responsible for assisting and handling
investor grievances
(k) Email address for grievance redressal and other relevant details
(l) Financial results
(m) Shareholding pattern
(n) Details of agreements, if any, entered into with the media companies and/or their associates
(o) New name and the old name of the Company
(p) separate audited financial statements of each subsidiary
80
G. Disclosure of Compliance with Corporate Governance

Particulars Regulation Compliance status
(Yes/No/NA)
Independent director(s) have been appointed in terms of specified 16(1)(b) & 25(6) Yes
criteria of ‘independence’ and/or ‘eligibility’
Board composition 17(1), 17(1A) & 17(1B) Yes
Meeting of board of directors 17(2) Yes
Quorum of board meeting 17(2A) Yes
Review of compliance reports 17(3) Yes
Plans for orderly succession for appointments 17(4) Yes
Code of conduct 17(5) Yes
Fees/compensation 17(6) Yes
Minimum information 17(7) Yes
Compliance certificate 17(8) Yes
Risk assessment & management 17(9) Yes
Performance evaluation of independent directors 17(10) Yes
Maximum number of directorships 17A Yes
Composition of audit committee 18(1) Yes
Meeting of audit committee 18(2) Yes
Composition of nomination & remuneration committee 19(1) & (2) Yes
Quorum of nomination and remuneration committee meeting 19(2A) Yes
Meeting of nomination & remuneration committee 19(3A) Yes
Composition of stakeholder relationship committee 20(1) , (2) & (2A) Yes
Meeting of stakeholder relationship committee 20(3A) Yes
Composition and role of risk management committee 21(1),(2),(3),(4) Yes
Meeting of risk management committee 21(3A) Yes
Vigil mechanism 22 Yes
Policy for related party transaction 23(1),(5),(6),(7) & (8) Yes
Prior or omnibus approval of audit committee for all related party 23(2), (3) Yes
transactions
Approval for material related party transactions 23(4) N.A.
Disclosure of related party transactions on consolidated basis 23(9) Yes
Composition of board of directors of unlisted material subsidiary 24(1) Yes
Other corporate governance requirements with respect to subsidiary of 24(2),(3),(4),(5) & (6) Yes
listed entity
Secretarial audit with respect to listed entity and its material unlisted 24A Yes
subsidiaries incorporated in India
Alternate directorship & tenure 25(1) & (2) Yes
Meeting of independent directors 25(3) & (4) Yes
Familiarisation of independent directors 25(7) Yes
Declaration from independent director 25 (8) & (9) Yes
Directors and officers Insurance 25(10) Yes
Memberships in committees 26(1) Yes
Affirmation with compliance to code of conduct from members of board 26(3) Yes
of directors and senior management personnel
Disclosure of shareholding by non-executive directors 26(4) Yes
Obligations of directors and senior management 26(2) & 26(5) Yes
Other corporate governance requirements 27 Yes
81
ICRA Limited
H. Auditors’ Certificate on Corporate Governance

The Auditors’ Certificate with respect to compliance with Schedule V (E) of the Listing Regulations, relating to Compliance
Certificate on Corporate Governance, has been annexed to the Directors’ Report and will be sent to the stock exchanges at
the time of filing of the Annual Report. The Auditor has provided a qualified opinion. For comments of the Board of Directors
of the Company in this regard, please refer to the sections on “Update regarding certain ongoing matters” of the report of
the Board of Directors.
I. CEO and CFO Certification

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO certificate has been annexed to the Directors’
Report.
J. Reconciliation of Share Capital Audit

As stipulated by SEBI (Depositories and Participants) Regulations, 2018, a Reconciliation of the Share Capital Audit is carried
out by an independent practising Company Secretary on a quarterly basis to confirm reconciliation of the issued and listed
capital, shares held in dematerialised and physical mode, and the status of the Register of Members.
K. Mandatory Dematerialisation of Equity Shares

The Securities and Exchange Board of India (SEBI) has amended regulation 40 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), whereby transfer of securities of a listed company would not be
processed unless the securities are held in the dematerialised form. The said regulation came in effect from April 1, 2019.
As on March 31, 2020, about 99.99% of the equity shares issued by the Company are held in dematerialised form. The
remaining members holding shares in the physical form are requested to arrange the dematerialisation of their shares at the
earliest to avoid any inconvenience in future for transferring those shares.
L. General Members’ Information

1 Annual General Meeting
Date September 23, 2020
Time 4:00 p.m. (IST)
Mode Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”)
2 Financial Year Financial Year is April 1, 2020 to March 31, 2021
Quarterly results will be declared as per the
following tentative schedule:
• Financial reporting for the quarter ending First fortnight of August 2020
June 30, 2020
• Financial reporting for the half year ending Second fortnight of October 2020
September 30, 2020
• Financial reporting for the quarter ending Second fortnight of January 2021
December 31, 2020
• Financial reporting for the year ending First fortnight of May 2021
March 31, 2021
3 Dates of Book Closure September 18, 2020 to September 22, 2020 (both days inclusive)
4 Proposed Dividend Rupees 27 per share
5 Dividend Payment Date On or before October 8, 2020
82
6 Listing on Stock Exchanges The shares of your Company are listed on:
• BSE Limited
P.J. Towers, Dalal Street, Mumbai 400 001
• National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai 400 051
Your Company has paid the annual listing fee for the financial year
2020-21 to both the Exchanges.
7 Stock Code BSE Limited: 532835
National Stock Exchange of India Limited: ICRA
ISIN: INE725G01011
CIN: L74999DL1991PLC042749
8 Registrar and Share Transfer Agent M/s. Link Intime India Private Limited
Noble Heights, 1st Floor, Plot No. NH 2,
LSC, C-1 Block, Near Savitri Market, Janakpuri,
New Delhi-110058
Tel: +91 11 4141 0592
Fax: +91 11 4141 0591
Email Id: delhi@linkintime.co.in
9 Share Transfer System The Board of Directors has delegated the power of share transfer
to the Registrar and Share Transfer Agent, Link Intime India Private
Limited (address mentioned above). A summary report on the
transfer/transmission of shares of the Company is placed at every
meeting of the Board of Directors. Every half year, the Company
obtains from a practising Company Secretary a certificate of
compliance with the share transfer formalities as required under
Regulation 40(9) of the Listing Regulations, and files a copy of the
certificate with the Stock Exchanges.
10 Compliance Officer Mr. S. Shakeb Rahman
Company Secretary & Compliance Officer
ICRA Limited
Building No. 8, 2nd Floor, Tower A
DLF Cyber City, Phase–II
Gurugram–122002, Haryana
Tel: +91 124 4545300
Email: investors@icraindia.com
11 Dematerialisation of Shares and Liquidity 99.99% shares of your Company are held in the electronic mode.
83
ICRA Limited
12 Payment of Dividend Your Company provides Direct Credit (DC), Real Time Gross
Settlement (RTGS), National Electronic Clearing Service (NECS)
for payment of Dividend. Through DC/RTGS/NECS, Members
can receive their Dividend electronically by way of direct credit to
their bank accounts. This obviates problems like loss/fraudulent
interception of Dividend warrants during postal transit while also
expediting payment. It is strongly recommended that Members opt
for DC/RTGS/NECS, if not done already. Members may kindly note
that DC/RTGS/NECS details are accessed from the Depositories
(for shares held in the electronic form) and from the Company’s
Registrar and Share Transfer Agent (for shares held in the physical
form) and used for payment of Dividend.
13 Green Initiative To support the ‘Green Initiative’, Members who have not yet
registered their email addresses are requested to register the same
with their depository participants in case the shares are held by them
in electronic form and with the Company’s Registrar and Share
Transfer Agent in case the shares are held by them in physical form.
In compliance with the Ministry of Corporate Affairs and the

Securities and Exchange Board of India (“SEBI”) Circulars, Notice
of the Annual General Meeting along with the Annual Report 2019-
20 is being sent only through electronic mode to those Members
whose email addresses are registered with the Company’s Registrar
and Share Transfer Agent/Depositories. Members may note that the
Notice and Annual Report 2019-20 will also be available on the
Company’s website viz. www.icra.in.
14 Bank Details for Electronic Shareholding Members are requested to notify their Depository Participant (DP)
about the changes in the bank details and furnish complete details
of their bank accounts, including the MICR codes of their banks, to
their DPs.
15 Copies of Permanent Account Number Members are requested to furnish their PAN to the Company to
(PAN) help strengthen compliance with KYC norms and provisions of
Prevention of Money Laundering Act, 2002. For transfer of shares
in physical form, SEBI has made it mandatory to the transferee to
submit a copy of PAN card to the Company.
16 Investor Complaints to be addressed to Registrar and Share Transfer Agent, or to Mr. S. Shakeb Rahman,
Compliance Officer, at the relevant address, as mentioned earlier.
17 Address for correspondence Registrar and Share Transfer Agent, or to Mr. S. Shakeb Rahman,
Compliance Officer, at the relevant address, as mentioned earlier.
18 Outstanding Global Depository Receipts None
or American Depository Receipts or
Warrants or any Convertible Instruments,
Conversion date and likely impact on
equity
19. Market Price Data for the year 2019-20 High and low share prices (based on daily closing prices) and
numbers of equity shares traded during each month in the year
2019-20 are presented in the following table.
84
19. Market Price Data for the year 2019-20
High and low share prices (based on daily closing prices) and numbers of equity shares traded during each month in the year
2019-20 are presented in the following table.
Month BSE NSE Total Volume on

Share Price (Rupees) Volume Share Price (Rupees) Volume BSE and NSE
High Low High Low
April 2019 3,170.00 2,871.00 1,123 3,175.00 2,873.00 89,776 90,899

May 2019 3,199.95 2,880.00 1,227 3,150.45 2,842.45 24,592 25,819
June 2019 3,287.00 2,861.25 1,743 3,220.00 2,901.15 14,059 15,802
July 2019 3,294.50 2,934.00 1,717 3,289.85 3,000.00 36,218 37,935
August 2019 3,167.40 2,570.15 42,399 3,232.70 2,570.00 52,199 94,598
September 2019 3,090.95 2,740.05 1,040 3,099.00 2,701.40 15,506 16,546
October 2019 2,979.00 2,542.20 13,354 2,891.00 2,506.00 38,475 51,829
November 2019 2,894.15 2,592.25 1,211 2,900.00 2,500.00 25,979 27,190
December 2019 3,226.95 2,705.10 1,901 3,224.00 2,670.00 1,21,329 1,23,230
January 2020 3,157.85 2,887.00 8,894 3,175.00 2,861.60 57,510 66,404
February 2020 3,091.00 2,839.85 10,576 3,099.95 2,801.00 1,73,520 1,84,096
March 2020 2,890.00 2,000.00 49,484 2,898.00 1,950.00 1,18,801 1,68,285
20. Performance in Comparison with Broad-based Indices
ICRA’s Closing share price movement on BSE and NSE via a vis respective indices
50000 20000
40129.05 41253.74
39031.55 39394.64
37332.79 38297.29
40000 40793.81
16000
39714.20 40723.49
37481.12 38667.33
11922.80 11877.45
30000 11118.00 12000
11748.15 11788.85 12556.05 12168.45 11962.10 29468.49
11023.25 11474.45 11201.75
20000 8000
8597.75
10000 3141.15 2952.55 3176.80 3237.35 2723.15 2822.00 2819.70 3054.75 2900.20 2836.60 4000
2588.05 2144.70
3103.80 2917.50 3197.05 3225.60 2707.55 2810.50 2582.90 2804.75 3079.40 2894.00 2845.65
2165.00
0 0
April 19
May 19
June 19
July 19
August 19
September 19
October 19
November 19
Frbruary 20
December 19
January 20
March 20
BSE Sensex NIFTY 50
ICRA Close Price (Rs.) (on NSE) ICRA Close Price (Rs.) (on BSE)
85
ICRA Limited
21. Distribution of Shareholding as on March 31, 2020
No. of Equity Shares No. of % of Total No. of Shares % of Total

Members* Number of Physical National Central Total Number of
Members Securities Depository Shares
Depository Services
Limited (India)
Limited
Up to 500 13438 98.75% 281 245780 83670 329731 3.42%
501 – 1000 73 0.54% - 45931 8735 54666 0.57%
1001 – 2000 25 0.18% - 31031 4807 35838 0.37%
2001 – 3000 19 0.14% - 41798 5422 47220 0.49%
3001 – 4000 9 0.07% - 27049 4000 31049 0.32%
4001 - 5000 3 0.02% - 4005 9188 13193 0.14%
5001 – 10000 8 0.06% - 50574 - 50574 0.52%
10001 & Above 33 0.24% - 9057010 31950 9088960 94.17%
Total 13608 100.00% 281 9503178 147772 9651231 100.00%
*not clubbed based on permanent account number
22. Shareholding Pattern as on March 31, 2020
Mutual Funds
Insurance 14.76% Alternate Inv. Funds
13.72% 0.82%
FPIs
10.03% FIs & Banks 0.60%
Others Non Institutions 7.87%

Promoter 8.80%
51.87%
Non-promoter non public 0.33%
86
Statement of Shareholding Pattern as on March 31, 2020
ICRA Limited
Table I - Summary Statement holding of specified securities
Category Category of Number of No. of No. of Partly No. of Total nos. Shareholding Number of Voting Rights held in each class No. of Shareholding, Number of Number of Number
shareholder shareholders fully paid paid-up shares shares held as a % of total of securities Shares as a % Locked in shares Shares pledged of equity
up equity equity underlying no. of shares Underlying assuming full or otherwise shares held in
shares held shares held Depository (calculated Outstanding conversion of encumbered dematerialised
Receipts as per SCRR, convertible convertible form
No of Voting Rights Total as No. (a) As a % No. (a) As a %
1957) securities securities (as a
a % of of total of total
Class Class Total (including percentage of
(A+B+C) Shares Shares
eg: X eg: y Warrants) diluted share
held(b) held(b)
capital)
(I) (II) (III) (IV) (V) (VI) (VII) = (VIII)As a % of (IX) (X) (XI)= (VII)+(X) (XII) (XIII) (XIV)
(IV)+(V)+ (A+B+C2) As a % of
(VI) (A+B+C2)
(A) Promoter & 2 5005622 0 0 5005622 51.8651 5005622 0 5005622 52.0374 0 51.8651 0 0.0000 0 0.0000 5005622
Promoter Group
(B) Public 12483 4613659 0 0 4613659 47.8038 4613659 0 4613659 47.9626 0 47.8038 0 0.0000 NA NA 4613378
(C) Non Promoter - 1 31950 0 0 31950 0 0 0 0.0000 0 0 0.0000 NA NA 31950
Non Public
(C1) Shares Underlying 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
DRs
(C2) Shares Held By 1 31950 0 0 31950 0.3310 0 0 0 0.0000 0 0.3310 0 0.0000 NA NA 31950
Employee Trust
Total 12486 9651231 0 0 9651231 100.0000 9619281 0 9619281 100.0000 0 100.0000 0 0.0000 0 0.0000 9650950
87
88
ICRA Limited
Table II - Statement showing shareholding pattern of the Promoter and Promoter Group
Category & PAN Nos. of No. of Partly No. of Total nos. Shareholding Number of Voting Rights held in each class No. of Shareholding, Number of Number of Number
Name of the shareholders fully paid paid- shares shares % calculated of securities Shares as a % Locked in shares Shares pledged of equity
shareholders up equity up underlying held as per SCRR, Underlying assuming full or otherwise shares held in
shares equity Depository 1957 As a % Outstanding conversion of encumbered dematerialised
held shares Receipts of (A+B+C2) No of Voting Rights Total as convertible convertible No. (a) As a % No. (a) As a % form
ICRA Limited
held a % of securities securities (as a of total of total

Class Class Total
(A+B+C) (including percentage of Shares Shares
eg: X eg: y
Warrants) diluted share held(b) held(b)
capital)
(I) (II) (III) (IV) (V) (VI) (VII) = (VIII) As a % (IX) (X) (XI)= (VII)+(X) (XII) (XIII) (XIV)
(IV)+(V)+ of (A+B+C2) As a % of
(VI) (A+B+C2)
1 Indian
(a) Individuals / Hindu 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
Undivided Family
(b) Central 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
Government
/ State
Government(s)
(c) Financial 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
Institutions / Banks
(d) Any Other (Specify) 1 3055900 0 0 3055900 31.6633 3055900 0 3055900 31.7685 0 31.6633 0 0.0000 0 0.0000 3055900
Bodies Corporate 1 3055900 0 0 3055900 31.6633 3055900 0 3055900 31.7685 0 31.6633 0 0.0000 0 0.0000 3055900
Moody's AABCM8576F 1 3055900 0 0 3055900 31.6633 3055900 0 3055900 31.7685 0 31.6633 0 0.0000 0 0.0000 3055900
Investment
Company India
Private Limited
Sub Total (A)(1) 1 3055900 0 0 3055900 31.6633 3055900 0 3055900 31.7685 0 31.6633 0 0.0000 0 0.0000 3055900
2 Foreign
(a) Individuals 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
(Non-Resident
Individuals
/ Foreign
Individuals)
(b) Government 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
(c) Institutions 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
(d) Foreign Portfolio 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 0 0.0000 0
Investor
(e) Any Other 1 1949722 0 0 1949722 20.2018 1949722 0 1949722 20.2689 0 20.2018 0 0.0000 0 0.0000 1949722
(Specify)
Bodies Corporate 1 1949722 0 0 1949722 20.2018 1949722 0 1949722 20.2689 0 20.2018 0 0.0000 0 0.0000 1949722
Moody's AAHCM8524D 1 1949722 0 0 1949722 20.2018 1949722 0 1949722 20.2689 0 20.2018 0 0.0000 0 0.0000 1949722
Singapore Pte Ltd
Sub Total (A)(2) 1 1949722 0 0 1949722 20.2018 1949722 0 1949722 20.2689 0 20.2018 0 0.0000 0 0.0000 1949722
Total 2 5005622 0 0 5005622 51.8651 5005622 0 5005622 52.0374 0 51.8651 0 0.0000 0 0.0000 5005622
Shareholding Of
Promoter And
Promoter Group
(A)= (A)(1)+(A)(2)
Details of Shares which remain unclaimed may be given hear along with details such as number of shareholders, outstanding shares held in demat/unclaimed suspense account, voting rights which are frozen etc.
Note:
(1) PAN would not be displayed on website of Stock Exchange(s)
(2) The term ‘Encumbrance’ has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
ICRA Limited
Table III - Statement showing shareholding pattern of the Public shareholder
Category & Name of PAN Nos. of No. of Partly No. of Total nos. Shareholding Number of Voting Rights held in each class No. of Shares Shareholding, Number of Number of Number
the shareholders shareholders fully paid paid- shares shares % calculated of securities Underlying as a % Locked in shares Shares pledged of equity
up equity up underlying held as per SCRR, Outstanding assuming full or otherwise shares held in
shares equity Depository 1957 As a % convertible conversion of encumbered dematerialised
held shares Receipts of (A+B+C2) No of Voting Rights Total as securities convertible No. (a) As a % No. (a) As a % form
held a % of (including securities (as a of total of total
Class Class Total
(A+B+C) Warrants) percentage of Shares Shares
eg: X eg: y
diluted share held(b) held(b)
capital)
(I) (II) (III) (IV) (V) (VI) (VII) = (VIII) As a % of (IX) (X) (XI)= (VII)+(X) (XII) (XIII) (XIV)
(IV)+(V)+ (A+B+C2) As a % of
(VI) (A+B+C2)
(IV)+(V)+ (A+B+C2) As a % of
(VI) (A+B+C2)
1 Institutions
(a) Mutual Fund 5 1424436 0 0 1424436 14.7591 1424436 0 1424436 14.8081 0 14.7591 0 0.0000 NA NA 1424436
Aditya Birla Sun AAATB0102C 1 954754 0 0 954754 9.8926 954754 0 954754 9.9254 0 9.8926 0 0.0000 NA NA 954754
Life Trustee Private
Limited A/C Aditya
Birla Sun Life Mnc

Fund
Reliance Capital AAATR0090B 1 301771 0 0 301771 3.1268 301771 0 301771 3.1371 0 3.1268 0 0.0000 NA NA 301771
Trustee Co Ltd-A/C
Nippon India Small
Cap Fund
Ppfas Mutual Fund AACTP2540E 1 156523 0 0 156523 1.6218 156523 0 156523 1.6272 0 1.6218 0 0.0000 NA NA 156523
- Parag Parikh Long
Term Equity Fund
(b) Venture Capital 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Funds
(c) Alternate Investment 2 79802 0 0 79802 0.8269 79802 0 79802 0.8296 0 0.8269 0 0.0000 NA NA 79802
Funds
(d) Foreign Venture 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Capital Investors
(e) Foreign Portfolio 15 968468 0 0 968468 10.0347 968468 0 968468 10.0680 0 10.0347 0 0.0000 NA NA 968468
Investor
Pari Washington AAFCP7824F 1 702840 0 0 702840 7.2824 702840 0 702840 7.3066 0 7.2824 0 0.0000 NA NA 702840
India Master Fund,
Ltd.
Tencore Partners AAHCT1657N 1 193000 0 0 193000 1.9997 193000 0 193000 2.0064 0 1.9997 0 0.0000 NA NA 193000
Master Ltd.
(f) Financial Institutions 5 57863 0 0 57863 0.5995 57863 0 57863 0.6015 0 0.5995 0 0.0000 NA NA 57863
/ Banks
(g) Insurance 4 1323839 0 0 1323839 13.7168 1323839 0 1323839 13.7623 0 13.7168 0 0.0000 NA NA 1323839
Companies
Life Insurance AAACL0582H 1 715355 0 0 715355 7.4121 715355 0 715355 7.4367 0 7.4121 0 0.0000 NA NA 715355
Corporation Of India
General Insurance AAACG0615N 1 477418 0 0 477418 4.9467 477418 0 477418 4.9631 0 4.9467 0 0.0000 NA NA 477418
Corporation Of India
Hdfc Life Insurance AAACH8755L 1 120000 0 0 120000 1.2434 120000 0 120000 1.2475 0 1.2434 0 0.0000 NA NA 120000
Company Limited
(h) Provident Funds/ 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Pension Funds
(i) Any Other (Specify) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Sub Total (B)(1) 31 3854408 0 0 3854408 39.9370 3854408 0 3854408 40.0696 0 39.9370 0 0.0000 NA NA 3854408
89
ICRA Limited
90
Table III - Statement showing shareholding pattern of the Public shareholder
Category & Name of PAN Nos. of No. of Partly No. of Total nos. Shareholding Number of Voting Rights held in each class No. of Shares Shareholding, Number of Number of Number
the shareholders shareholders fully paid paid- shares shares % calculated of securities Underlying as a % Locked in shares Shares pledged of equity
up equity up underlying held as per SCRR, Outstanding assuming full or otherwise shares held in
shares equity Depository 1957 As a % convertible conversion of encumbered dematerialised
held shares Receipts of (A+B+C2) No of Voting Rights Total as securities convertible No. (a) As a % No. (a) As a % form
held a % of (including securities (as a of total of total
Class Class Total
(A+B+C) Warrants) percentage of Shares Shares
eg: X eg: y
ICRA Limited
diluted share held(b) held(b)

capital)
(IV)+(V)+ (A+B+C2) As a % of
(VI) (A+B+C2)
2 Central
Government/ State
Government(s)/
President of India
Sub Total (B)(2) 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
3 Non-Institutions
(a) Individuals 0 0 0 NA NA
i. Individual 11481 503982 0 0 503982 5.2219 503982 0 503982 5.2393 0 5.2219 0 0.0000 NA NA 503701
shareholders holding
nominal share
capital up to Rs. 2
lakhs.
ii. Individual 2 85252 0 0 85252 0.8833 85252 0 85252 0.8863 0 0.8833 0 0.0000 NA NA 85252
shareholders holding
nominal share
capital in excess of
Rs. 2 lakhs.
(b) NBFCs registered 1 2500 0 0 2500 0.0259 2500 0 2500 0.0260 0 0.0259 0 0.0000 NA NA 2500
with RBI
Trust Employee 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
(d) Overseas 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Depositories(holding
DRs) (balancing
figure)
(e) Any Other (Specify) 968 167517 0 0 167517 1.7357 167517 0 167517 1.7415 0 1.7357 0 0.0000 NA NA 167517
IEPF 1 481 0 0 481 0.0050 481 0 481 0.0050 0 0.0050 0 0.0000 NA NA 481
Trusts 3 3003 0 0 3003 0.0311 3003 0 3003 0.0312 0 0.0311 0 0.0000 NA NA 3003
Hindu Undivided 518 19204 0 0 19204 0.1990 19204 0 19204 0.1996 0 0.1990 0 0.0000 NA NA 19204
Family
Non Resident Indians 136 8037 0 0 8037 0.0833 8037 0 8037 0.0836 0 0.0833 0 0.0000 NA NA 8037
(Non Repat)
Non Resident Indians 143 22330 0 0 22330 0.2314 22330 0 22330 0.2321 0 0.2314 0 0.0000 NA NA 22330
(Repat)
Clearing Member 29 879 0 0 879 0.0091 879 0 879 0.0091 0 0.0091 0 0.0000 NA NA 879
Bodies Corporate 138 113583 0 0 113583 1.1769 113583 0 113583 1.1808 0 1.1769 0 0.0000 NA NA 113583
Sub Total (B)(3) 12452 759251 0 0 759251 7.8669 759251 0 759251 7.8930 0 7.8669 0 0.0000 NA NA 758970
Total Public 12483 4613659 0 0 4613659 47.8038 4613659 0 4613659 47.9626 0 47.8038 0 0.0000 NA NA 4613378
Shareholding (B)=
(B)(1)+(B)(2)+(B)(3)
ICRA Limited
Table IV - Statement showing shareholding pattern of the Non Promoter- Non Public shareholder
Category & PAN Nos. of No. of Partly No. of Total nos. Shareholding Number of Voting Rights held in each class No. of Shareholding, Number of Number of Number
Name of the shareholders fully paid paid- shares shares % calculated of securities Shares as a % Locked in shares Shares pledged of equity
shareholders up equity up underlying held as per SCRR, Underlying assuming full or otherwise shares held in
shares equity Depository 1957 As a % Outstanding conversion of encumbered dematerialised
held shares Receipts of (A+B+C2) No of Voting Rights Total as convertible convertible No. (a) As a % No. (a) As a % form
held a % of securities securities (as a of total of total
Class Class Total
(A+B+C) (including percentage of Shares Shares
eg: X eg: y
Warrants) diluted share held(b) held(b)
capital)
(I) (II) (III) (IV) (V) (VI) (VII) = (VIII) As a % (IX) (X) (XI)= (VII)+(X) (XII) (XIII) (XIV)
(IV)+(V)+ of (A+B+C2) As a % of
(VI) (A+B+C2)
1 Custodian/DR 0 0 0 0 0 0.0000 0 0 0 0.0000 0 0.0000 0 0.0000 NA NA 0
Holder
2 Employee Benefit 1 31950 0 0 31950 0.3310 0 0 0 0.0000 0 0.3310 0 0.0000 NA NA 31950
Trust (under SEBI
(Share based
Employee Benefit)
Regulations,
2014)
Total Non- 1 31950 0 0 31950 0.3310 0 0 0 0.0000 0 0.3310 0 0.0000 NA NA 31950
Promoter-
Non Public
Shareholding
(C)= (C)(1)+(C)
(2)
91
ICRA Limited
Declaration Regarding Compliance by Board Members and Senior Management

Personnel with Company’s Code of Conduct1
(Pursuant to Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
The Board of Directors of ICRA Limited adopted the Code of Conduct to be followed by all Members of the Board and Senior
Management Personnel of the Company in compliance with Regulation 17(5) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”).
As provided under Regulation 26(3) of the Listing Regulations, all Board Members and Senior Management Personnel of the
Company have affirmed compliance with the Code of Conduct for the year 2019-20.
(Vipul Agarwal) (Amit Kumar Gupta)

Interim Chief Operating Officer Whole-time Director &
& Group Chief Financial Officer General Counsel
DIN: 00352927
Place: Gurugram
Date: July 28, 2020
1
Since the Company does not have a Chief Executive Officer as on the date of this declaration, this certificate is being signed by Mr. Vipul Agarwal, in his capacity
as the Interim Chief Operating Officer and Mr. Amit Kumar Gupta in the capacity of Whole-time Director of ICRA Limited.
92
Certificate by Chief Executive Officer1 and Chief Financial Officer

(Pursuant to Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
We, Amit Kumar Gupta, Whole-time Director, and Vipul Agarwal, Interim Chief Operating Officer & Group Chief Financial
Officer, of ICRA Limited (the “Company”), certify that:
(a) We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2020 and that to
the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading; and
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.
We draw your attention to the following ongoing matters:
India (SEBI) in relation to the credit ratings assigned to one of the Company’s customers and the customer’s subsidiaries, SEBI
issued an order imposing a penalty of Rupees 25 lakh under Section 15HB of the SEBI Act, 1992 on the Company. Further,
SEBI issued a Show Cause Notice (‘SCN’) for enhancement of penalty amount. The Company has filed an appeal challenging
the adjudication order before the Securities Appellate Tribunal (the ‘SAT’) and deposited the penalty amount of Rupees 25 lakh
without prejudice to such appeal. The said appeal is pending before the SAT. The Company has made adequate provision in
this regard. The Company has also been cooperating with Government agencies and responding to their queries in relation
to this matter.
making certain allegations against two former officials which were forwarded to the Company by SEBI (‘Representations’).
conduct of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating to
credit rating activities. The aforesaid officials are no longer in the employment of the Company.
The external experts have expressed that no evidence was found suggesting ex-facie that the ratings examined as part of the
examination were inflated (i.e. were unsupported by ratings analysis).
Further, as per external experts, this is subject to the limitation that the determination of whether or not any ratings are supported
by ratings analysis is a qualitative technical matter that was beyond the scope of the examination, as the examination was not
aimed at reviewing the appropriateness of rating opinions on merits.
The findings of the second set of external experts do not indicate any material deficiencies with applicable regulations and
Company policies.
The findings of the external experts have been presented to the Board members. The Board is in the process of taking appropriate
steps in the best interest of the Company and its various stakeholders with regard to the outcome of the examination.
1
Since the Company does not have a Chief Executive Officer as on the date of this certificate, this certificate is being signed by Mr. Amit Kumar Gupta in the
capacity of Whole-time Director and Mr. Vipul Agarwal, in his capacity as the Interim Chief Operating Officer and Group Chief Financial Officer of ICRA Limited.
93
ICRA Limited
15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS Group. The Company had submitted
its responses to SEBI on such observations dated August 14, 2019. There has been no further development in this matter.
the impact of uncertainties arising from the above matters is currently unascertainable. However, based on the legal opinions
given by reputed external counsels, the Company does not foresee an action from the regulator(s) that could adversely affect
(b) There were, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
were fraudulent, illegal or in violation of the Company’s code of conduct.
We draw your attention to certain matters as stated in point (a) above.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to
the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which
we were aware and the steps we have taken or propose to take to rectify these deficiencies.
We draw your attention to certain matters as stated in point (a) above.
(d) We have indicated based on our most recent evaluation, wherever applicable, to the auditors and the Audit Committee:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the
notes to the financial statements; and
(iii) any instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.
(Amit Kumar Gupta) (Vipul Agarwal)

Whole-time Director & Interim Chief Operating Officer
General Counsel & Group Chief Financial Officer
DIN: 00352927
Place: Gurugram
Date: July 14, 2020
94
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To,
The Members
ICRA Limited
Flat No.1105 Kailash Building,
11th Floor 26, Kasturba Gandhi Marg
New Delhi - 110001
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of ICRA Limited
and having CIN L74999DL1991PLC042749 and having Registered office at Flat No.1105 Kailash Building, 11th Floor 26,
Kasturba Gandhi Marg New Delhi - 110001 (hereinafter referred to as ‘the Company’), produced before us by the Company
for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its
officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year
ending on March 31, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:
S. Name of director DIN Date of appointment in

No. Company
1. Arun Duggal 00024262 11/11/2014
2. Thomas John Keller Jr. 00194502 30/01/2015
3. Amit Kumar Gupta 00352927 07/02/2020
4. Radhika Vijay Haribhakti 02409519 04/12/2014
5. Ranjana Agarwal 03340032 11/11/2014
6. Min Ye 06552282 24/05/2013
7. David Brent Platt 08424532 30/04/2019
8. Michael Foley 08583960 25/10/2019
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For Chandrasekaran Associates
Company Secretaries
Rupesh Agarwal
Managing Partner
Membership No. A16302
Certificate of Practice No. 5673
UDIN: A016302B000290730
Date: 01.06.2020
Place: Delhi
95
ICRA Limited
Independent Auditor’s Report on Compliance with the Corporate Governance
requirements under the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
To
The Members of ICRA Limited
1. This report is issued in accordance with the terms of our engagement letter dated 19 December 2019 and addendum
thereto dated 24 July 2020.
2. The accompanying Corporate Governance Report prepared by ICRA Limited (“the Company”) contains details of
compliance of conditions of corporate governance by the Company for the year ended March 31, 2020, as stipulated
in Regulations 17-27, clauses (b) to (i) of the Regulation 46(2) and paragraphs C, D and E of the Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) pursuant to the Listing Agreement of the Company with stock exchanges.
Management’s Responsibility
3. The preparation of the Corporate Governance Report is the responsibility of the Management including the preparation
and maintenance of all the relevant supporting records and documents. This responsibility also includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate
Governance Report.
4. The Management along with the Board of Directors is also responsible for ensuring that the Company complies with the
conditions of the Corporate Governance and provides all relevant information to Securities and Exchange Board of India.
The management shall comply with the corporate governance provisions which shall be implemented in a manner so as
to achieve the objectives of the principles.
Auditor’s Responsibility
5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether
the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing regulations for
the year ended March 31, 2020.
6. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the
subject matter stated in the above paragraph. The procedures selected, including procedures for assessment of the risk
associated with the subject matter, depends on the auditor’s judgment.
7. Our examination was limited to the procedures and implementation thereof adopted by the Company for ensuring the
compliance of Corporate Governance. It is neither an audit not an expression of opinion on the financial statements of
the Company.
8. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes,
(“the Guidance Note”), issued by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note requires
that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
9. We have complied with the requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements,
issued by ICAI.
96
Basis for Qualified Opinion
10. We draw attention to the fact that the Company is in the process of addressing certain ongoing matters.
Board of India (“SEBI”) in relation to the credit ratings assigned to one of the Company’s customers and the customer’s
subsidiaries, SEBI issued an order imposing a penalty of Rupees 25 lakh under section 15HB of the SEBI Act, 1992 on
the Company. Further, SEBI issued a Show Cause Notice (“SCN”) for enhancement of penalty amount. The Company
has filed an appeal challenging the adjudication order before the Securities Appellate Tribunal (the “SAT”) and deposited
the penalty amount of Rupees 25 lakh without prejudice to such appeal. The said appeal is pending before the SAT. The
Company has also been cooperating with government agencies and responding to their queries in relation to this matter.
representations making certain allegations against two former officials, which were forwarded to the Company by SEBI
(“Representations”). During the examination of the aforesaid Representations, certain counter allegations were made
by one of the two former officials, for which the Board appointed a second set of external experts to examine such
allegations.
Based on our sighting and briefing of the findings of the external experts, the findings indicate that the conduct of the
aforesaid officials was not in conformity with certain applicable regulations and Company policies relating to credit
rating activities. The aforesaid officials are no longer in the employment of the Company. The external experts have
expressed that no evidence was found suggesting ex-facie that the ratings examined as part of the examination were
inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is subject to the limitation that
the determination of whether or not any ratings are supported by ratings analysis, is a qualitative technical matter that
was beyond the scope of the examination as the examination was not aimed at reviewing the appropriateness of rating
opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate any
material deficiencies with applicable regulations and Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is in the
process of taking steps with regard to the outcome of the examinations.
July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group. As informed to us,
the Company had submitted its responses to SEBI on such observations dated 14 August 2019 and there has been no
further development in this matter.
the impact of uncertainties arising from SEBI’s powers against non-compliances of aforesaid regulatory framework and
other matters stated above are currently unascertainable.
Consequently, we are unable to estimate the impact, if any, that may result from a conclusion of these matters or any
related inquiry, on the accompanying Corporate Governance Report for the year ended March 31, 2020.
97
ICRA Limited
Qualified Opinion
11. In our opinion and to the best of our information and according to the explanation and representations given to us, except
for the effects/ possible effects of the matter described in the “Basis for Qualified Opinion” section above, the Company
has complied with the conditions of the Corporate Governance as stipulated in Listing Regulations and referred to in
paragraph 2 above, as applicable for the year ended March 31, 2020.
12. We state that such compliance is neither an assurance as to the future viability of the Company nor as to the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
Restrictions on Use
13. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply
with the obligations under the Listing Regulations and it should not be used by any other person or for any other purpose.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this certificate is shown or into whose hands it may come without our prior consent in writing. We have no
responsibility to update this report for events and circumstances occurring after the date of report.
For B S R & Co. LLP

Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Shashank Agarwal
Partner
Membership No.: 095109
UDIN: 20095109AAAAEX3860
Place: Gurugram
Dated: July 28, 2020
98
Annexure IV
Management Discussion and Analysis Report

(Annexure to the Directors’ Report)
A. Industry Structure and Developments
The conditions in the credit market continued to remain challenging in FY2020 because of a slowing economy and
an increase in risk aversion among lenders and investors. There was a greater dependence on the banking system for
funds as the debt capital markets were accessible to a few high-quality credits. The past year also witnessed a few large
ticket resolutions of stressed assets for banks under the Insolvency and Bankruptcy Code (IBC) 2016, which led to some
refinancing activities.
The challenges faced over the last few years are likely to intensify in the current year as well. It is expected that risk
aversion will likely increase because of the large-scale deterioration in the credit quality, which is expected because of the
Covid-19 related lockdown and consequent disruption in almost all economic activity. Also, bond markets, which were
heavily skewed in favour of the PSUs and top-rated corporates will only see a continued skew to safer credits, specifically
those backed by strong promoter because of the challenges faced by a few credit risk funds and a steep drop in Assets
Under Management of such schemes consequent to Covid-related lockdown. As a result, a large section of the mid
and small-sized corporates, non-banking finance companies (NBFCs) and micro finance institutions (MFIs) are likely to
face severe challenges in terms of accessing funds, unless the Government steps in with some innovative measures. The
Reserve Bank of India (RBI) has indeed already taken several measures to improve the liquidity in the system and make
funding available to banks for on-lending to corporates and the NBFCs, however, most of this has so far been cornered
only be the highly rated corporates as banks were diffident about lending to the rest.
The liquidity issues that the NBFC sector was confronted with led to continued high volumes in securitisation and direct
assignment transactions, whereby the NBFCs sold their assets to banks through this route. Your Company continued to
enhance its position in the structured finance rating segment by executing a record number of mandates in this segment.
The activity in the structured finance market is likely to remain strong, barring the expected dip emerging from the spread
of the Covid-19 pandemic, as securitisation and direct assignment will remain one of the preferred ways for the NBFCs
and the housing finance companies (HFCs) to generate liquidity and meet their funding requirements.
Following the lockdown announced by the Government of India, there has been a sharp curtailment in discretionary
activities, production shutdowns and job losses in sectors, especially affecting the contractual staff, and a loss of income
for the daily wagers. We expect the different sectors to revive at a varied pace after the lockdown is lifted, and fear that
social distancing may be warranted for an extended period, which could continue to constrain demand for discretionary
services and goods. In addition, the size of the GDP shrinkage would be contingent on the magnitude by which the
Government spending is stepped up to cushion the blow from the lockdown. With the fluidity of the situation preventing
precise forecasts, we currently expect the Indian GDP to display growth in a band of +/-1% in FY2021, which would
impact corporate growth and push the recovery in the investment cycle further away, thereby impacting the credit rating
business.
Since late March 2020, the repo and the reverse repo rates have been reduced sharply. Moreover, with the average CPI
inflation expected to decline in FY2021, we expect the policy rate to be pared further to arrest the downturn in economic
activity. This may in turn transmit to lower deposit and lending rates by banks, given the considerable correction in the
small savings interest rates and surplus banking system liquidity. This could also result in a modest pickup in credit
demand, thereby benefitting ICRA’s business prospects.
(An overview of the market for rating services, including discussions on the various segments that comprise this market,
is presented in the section titled Review of Operations in the Directors’ Report.)
99
ICRA Limited
Annexure IV
B. Opportunities and Threats
Opportunities
Opportunities in the ratings business are a function of the interplay of several factors and developments, some of which
arise from the initiatives taken by us as a rating agency and our strengths, while the others emanate from the environment
we operate in. At this stage, it is very difficult to forecast the pace in pick-up of economic activities, though demand for
bank credit is likely to be high, given the need to fund additional working capital as also the need to shore up liquidity as
a fall-back measure. While bond market growth was expected to get a fillip, as both the Securities and Exchange Board
of India (SEBI) and the RBI have brought in regulations that require large corporates to increase reliance on financing
through debt capital market, the current risk aversion may continue to act as a deterrent in the short to medium term. It
may be noted that the SEBI has made it mandatory for large corporates (defined as one with borrowings of more than Rs
100 crore) to raise not less than 25% of their incremental borrowings from the debt capital markets, provided they have
a long-term rating of AA or above.
ICRA is well placed to benefit from each of the opportunities stated above as and when they arise, given its competitive
strengths and strategic initiatives. We believe that our competitive strength primarily includes the rich database and
research support that our products and services draw upon; our proven ability to make product and service innovations;
the demonstrated track record of our ratings; our experienced and strong management team and pool of high-quality
employee talent and our close association with the Moody’s Group.
Threats
The threats confronting our business have their foundation in such risks and concerns as are discussed in Section E of this
report.
C. Segment-wise or Product-wise Performance
Details on the performance of the Company’s operating activities are presented in the section titled Review of Operations
in the Directors’ Report. Highlights of performance of subsidiaries and their contribution to the overall performance of
the Company during 2019-20 are provided below.
I. ICRA Analytics Limited
Pursuant to the amalgamation of ICRA Management Consulting Services Ltd, a fellow subsidiary with your company,
the repertoire of offerings has increased, and in addition to the existing offerings of outsourcing and mutual fund
content, your company also offers risk management solutions, fixed income content and consulting.
During the year under review, your Company registered a 15% growth in operating revenue to Rs. 107.95 crore
(previous year Rs. 93.75 crore) and profit after tax (PAT) going up by 59% to Rs. 24.64 crore (previous year Rs.
15.49 crore). While driven primarily by growth in the segment of Outsourced Services, and other segments including
Consulting demonstrated robust growth. Your Company continues to improve its product portfolio for a wider reach
and engage in larger outreach activities in domestic and global markets.
With more than 20 years of experience in executing 10,000+ assignments, your company has acquired significant
expertise across multiple domains, and serves Banks, NBFCs, Fund Managers, Intermediaries, Investors, Corporates,
Energy & Renewables sector, Multi-Laterals, NGO and Government institutions. The domain expertise complemented
with functional competence has helped your company design and implement products, services and solutions
in Risk Management, IFRS & GAAP accounting, Bond Valuation, Tariff Assistance, Financial & Risk Advisory and
Programme Management. Other than expanding reach to hitherto unserved client segments, your company added
new offerings to its portfolio, like Expected Credit Loss tool for NBFCs and banks. Your company has successfully
100
Annexure IV
augmented its capability platform with new age technologies like analytics, automation and cloud, and these are
being leveraged to launch contemporary cloud-hosted products with enhanced analytical proficiency for Banks,
NBFCs, Fund Managers, Intermediaries and Investors.
The process and compliance orientation evinced through the extant ISO27001:2013 and ISO9001:2015 certifications
for its key businesses enables your company to continue making improvements in productivity, operations and
security posture. Basis the certification exercise carried out during the year, your Company has been certified as a
Great Place to Work for the fiscal FY21. Sustained focus on upskilling and engaging with the talent pool of 600+
trained and qualified personnel continue to remain a key initiative for your Company, as it remains committed to
adding value to its customers through innovation and efficiency.
ICRA Analytics offers its Programme Management services through its wholly owned subsidiary, Pragati
Development Consulting Services Limited.
II. ICRA Lanka Limited
ICRA Lanka Limited (ICRA Lanka) a wholly-owned subsidiary of the Company, offers a wide range of rating services
in the Sri Lankan market. During the year under review, in spite of challenging market conditions, ICRA Lanka was
able to record a 4.47% growth in its operating revenue, driven primarily by initial issue rating, which increased by
136.24%. The issuer rating income reduced by 20.36% when compared with the previous year. The surveillance
income reduced by 0.05%. During the year under review, ICRA Lanka recorded a total revenue of Rs. 1.61 crore
(previous year Rs. 1.54 crore).
III. ICRA Nepal Limited
ICRA Nepal Limited (ICRA Nepal) a subsidiary of the Company, offers a wide range of rating services in the
Nepalese market.
During the year under review, ICRA Nepal registered a ~77% growth in revenue from operations, driven primarily
by the increase in borrower ratings in the market, which was introduced through the Monetary Policy in the previous
fiscal year, issued by the Central Bank of Nepal (Nepal Rastra Bank). Business growth was also supported by an
increase in the debt market and surveillance fees. However, a decline in the equity market was also observed, as the
regulatory requirement of capital increment was met by most of the company during the previous year.
An overflow in the number of mandates received during the current year by ~2.45 times as compared to the
previous year has helped the company record a growth in revenue from operations and profitability during the
current year. This has also contributed towards revenue to be booked of fresh pending mandates equivalent to
~1.1 times of the current year revenue from fresh mandate and surge in surveillance revenue, which provides a
medium-term visibility in growth. On the long-term outlook, Nepal Rastra Bank’s initiative to introduce the practice
of determining the risk weight of the loans based on ratings provided by Credit Rating Agency will have a positive
impact in the long-term growth of the company through increase in borrower rating.
The growth, however, may be constrained by a slow/non-execution of pending mandate along with competitive
pressure on fresh mandates inflow. As the rating culture in the current market is still at a nascent stage, more effort
is required on information collection rather than analysis, which exposes the company to the risk of not completing
the assignments within time. While the opportunities for the company are likely to remain healthy as the competition
is limited to just one, the aggressive role played by competition on pricing along with the possibility of introduction
of two new rating agencies in the local market, might create competitive pressure in pricing as well. The regulatory
risk associated with the change in policy on regulating the pricing-related matter, might impact the revenue and
profitability profile going forward.
101
ICRA Limited
Annexure IV
During the year under review, ICRA Nepal recorded a total revenue of Rs. 5.91 crore (previous year Rs. 3.24 crore).
ICRA Nepal has declared a dividend and the amount towards dividend payable to the Company is Rs. 0.20 crore
(previous year Rs. 0.13 crore).
(A brief financial detail in the Form AOC-1, as per Rule 5 of the Companies (Accounts) Rules, 2014, of the above
mentioned subsidiary companies is annexed to the consolidated financial statements)
D. Outlook
The long-term outlook for the ratings business remains positive, given the large funding requirements which would have
to be raised through a combination of bank loans and bonds, though FY2021 is likely to be very challenging for the
factors enumerated earlier. The regulatory nudge to have a certain part of the financing come through the bond route
is also a positive though this move requires a significant improvement in the investor appetite. Your Company continues
to take initiatives to retain its strong thought leadership and market position and is confident of meeting the challenges
posed inevitably by the changing business requirements.
E. Risks and Concerns
Your Company is involved primarily in the business of providing rating and related credit research services. Any economic
slowdown in India may impact the volume of bank credit or debt securities issued in the domestic capital markets, and
hence, have an adverse impact on your company’s business and revenues.
Your Company’s services are dependent on the condition of the financial markets in India. Any increase in interest
rates and credit spreads, foreign exchange fluctuations, defaults by significant issuers/borrowers, and other market
and economic factors, both domestic and global, may negatively impact the issuance of credit-sensitive products and
other financial services. A sustained period of volatility or weakness or downturn in the financial markets domestically or
internationally could have a materially adverse effect on our business and financial results.
Specifically, the bank loan rating business could get impacted if there is a credit slowdown or a change in ratings related
regulation, resulting in transition to internal rating models for providing capital. The domestic debt capital market, on
the other hand, is skewed towards higher-category credit-ratings. This may continue to constrain the volume of issuance
in the Indian debt market, despite the regulatory allowance of partially credit-enhanced bonds. Currently, accessing
overseas debt markets by certain Indian borrowers/issuers is regulated, and any change in the prevailing regulatory
regime, liberalising access to the overseas markets for the raising of debt funds, may adversely impact the issuance of
debt instruments in the domestic market.
Further, our market share or profitability may be affected by competition, which remains intense. In the event of our
competitors coming up with newer products and services, using sophisticated technology for customer requirements and
offering innovative solutions or more competitive prices to our clients are likely to adversely impact our market share, thus
affecting our results of operations and financial condition.
Additionally, our business is largely dependent on the recognition of our brand and our reputation. In this regard,
prominent investment-grade defaults or multi-notch downgrades could negatively affect our reputation and, our position
as a quality credit rating agency. This, in turn, may adversely affect our business, operations, and financial condition.
Separately, please also refer to the sections on ‘Update regarding certain ongoing matters’ of the report of the Board of
Directors, for further details in relation to certain ongoing matters, including in relation to the adjudication proceeding
initiated by SEBI against the Company in respect of the credit ratings assigned to one of the Company’s customers and
the customer’s subsidiaries.
102
Annexure IV
Risk Mitigation
• To mitigate business risks arising from changes in economic and market conditions and in regulations that influence
the volume of debt issuance, your Company constantly monitors developments on these fronts and adjusts its
business strategies accordingly.
• Your Company evaluates itself periodically against its peers to mitigate competition-related risks. To prevent brand
dilution, your Company remains focused on maintaining the robustness of its ratings and gradings while at the
same time promoting brand ICRA through seminars, and conferences, apart from the publication of research
reports.
• The Company keeps a close watch on key regulatory developments to anticipate changes and their potential impact
on its business.
• The Company, both unilaterally and through its participation in industry forums, responds to consultation papers
and discussions initiated by the regulators, the Government and other policymakers on any key regulatory changes
that can have an impact on its business.
(1) Liquidity Risk/Financial Risk
The extent of liquidity/financial risk is influenced by various factors such as maturity of liabilities and degree of
reliance on secured sources of funding.
Risk mitigation
• The Company has remained debt free ever since it was incorporated and has always sought to finance all its
expansion and diversification plans with internal accruals.
• A sound liquidity position makes it possible for the Company to discharge all its payables within the stipulated
time.
(2) Investment Risk
The Company has made, and may continue to make, investments in bonds, debentures, mutual funds, and other
marketable securities, the returns on which would be impacted by changes in interest rates and volatility in the
financial markets. Besides, the Company has made investments in subsidiaries, the return from which depends on
their individual performance.
Risk Mitigation
• The Company has set up an investment committee, which periodically reviews the performance of its investment
portfolio.
• The Company makes provisions for diminution in the carrying value of investments if the diminution in the fair
market value of any long-term investment is considered permanent, and regularly evaluates changes in the
financial markets.
(3) Regulatory Non-Compliance Risk

Your Company complies with all the applicable laws, rules and regulations, and makes business decisions based on
comprehensive advice provided both by its internal counsels and by acknowledged external counsels.
The regulatory non-compliance risk arises because of changes in corporate laws, the SEBI credit rating regulations,
accounting standards, tax laws, and/or any other applicable rules and regulations as may be amended from time to
time. Your Company being a credit rating agency is required to comply with a new and tighter set of rules that has
been mandated by SEBI in June 2019, while executing rating assignments and while maintaining the ratings under
continuous surveillance. Given the increasing regulatory oversight, the impact of slippages in compliance could be high.
103
ICRA Limited
Annexure IV
Risk mitigation
• The Company has put in place a comprehensive compliance framework to manage compliance-related issues.
Compliance officers track regulatory and statutory requirements and notify changes to stakeholders periodically.
Detailed checklists are available with the compliance officers to ensure compliance with the applicable legal
and regulatory requirements.
• Compliance officers keep themselves abreast of all amendments in the various applicable laws and regulations.
• The Company also makes provisions in the balance sheet when required and regularly evaluates the adequacy
of such provisions for legal risks relating to past events.
• The Board of Directors is informed periodically about compliance with the various laws and rules in force.
• Regulatory and statutory audits are conducted to ensure compliance with the relevant provisions of the
applicable laws and regulations.
• The Company obtains legal advisory services and seeks legal advice wherever necessary to avoid any non-
compliance with the applicable laws, rules and regulations.
(4) Operational Risk/Technology Related Risk
The Company has to rely on clients/third parties for the adequacy and accuracy of information (relating to such
clients), which may not always be independently verifiable. While we do have a systematic feedback method of
gathering this information, even so, we depend largely on clients and third-party sources to obtain information
relating to them. We may also rely on representations as to the accuracy and adequacy of the information obtained.
The quality of the ratings that we assign is inherently dependent upon the accuracy of the information presented to
us. If inaccurate or misleading facts are presented to us we run the risk of our ratings not being able to reflect the
actual credit risk.
The Company’s ability to conduct business may be adversely impacted with the increase in cyber-crime. This may
in turn lead to financial loss, disruption or damage to the reputation of an organisation due to some failure of its
information technology systems. Lack of information security controls, both with respect to process and technology,
may lead to breach of confidential data, data privacy and in turn cause loss in business.
With the complexity of our business increasing, sound information system controls are needed, and we have
established these in our organisation.
Risk Mitigation
• To mitigate such security risks, and thereby the losses arising due to such risks, the Company has established
a formal Information security governance structure and strategy in place with defined roles and responsibilities
for a consistent treatment and monitoring mechanism. The risk management approach has been followed to
identify and address risk for people, processes and technology.
• To mitigate the risks, your Company has designed the Information Security Management System (ISMS) with
various policies, procedures and guidelines in place to set the security controls for ICRA.
• The implementation is planned to mitigate all identified risks in a phase-wise manner to develop and implement
stringent process and technological controls.
• Periodic and frequent IT advisory is being shared with ICRA employees related to spam, phishing attacks,
ransomware and cyber security related areas.
104
Annexure IV
(5) Policy Risk
Material changes in the regulations that govern us or our businesses could affect the results of our operations. Most
of the Company’s revenues come from rating services, which are influenced by regulatory requirements. If there
are changes in the regulatory requirements of compulsory rating for certain instruments or for certain investors to
invest in rated instruments, there may be a decrease in the demand for rating. This is also the case if there are such
changes in regulations that negatively impact the level of issuance of debt instruments in the domestic market. This
in turn may affect our business, revenues and financial condition.
(6) Political Risk
Political instability could adversely affect the general economic conditions in India, which in turn could impact our
financial results and prospects, as could adverse changes in specific laws and policies pertaining to banking and
finance companies, foreign investment and other matters affecting investment in securities. Additionally, any adverse
change in the economic liberalisation policies—a major factor encouraging private participation in infrastructure—
could have a significant impact on infrastructure development, business and economic conditions in India, and this
in turn may affect our financial results and prospects.
(7) Attrition Risk
Our performance and success depend largely on our ability to nurture and retain the continued service of our skilled
personnel. We face a continuing challenge of recruiting and retaining suitably skilled people, as we continue to
grow. There is significant competition for management and other skilled persons in the financial services industry
with our competitors and other financial services entities offering better compensation and incentives. If we are
unable to attract talented persons, experience high attrition or are unable to motivate our existing employees, our
business and operations are likely to get affected.
Risk Mitigation
We are committed to provide the best work environment and facilities to employees at all levels. We provide a
culture that promotes transparency and flexibility and is fulfilling and purposeful. Our work environment has helped
create an engaging workplace that enables individuals to realise their potential.
To promote a culture of ethics, trust, respect, openness & collaboration, periodic connect, including Townhalls,
Ask Me Anything sessions, NOVA sessions etc with employees are conducted to address concerns in a systematic
manner. ICRA implements a monthly engagement calendar to keep employees motivated and engaged. Some
of the examples include Environment Month, Reader’s Month, Independence Day, Diwali, Christmas, Bring Your
Kids to Work etc. To revitalise the work environment, we actively promote a culture of celebration & success at
work. We provide regular extended support with our employee-friendly policies like Work from Home, transport
support guidelines, creche support for employees’ children, advance Maternity Leave for our women colleagues and
employee assistance programmes. We have a structured rewards and recognition programme called ‘iStrive’ on a
half-yearly basis. The aim is to appreciate and thank all performance enthusiasts who continually strive to make a
difference to the Company.
We reward people fairly, equitably and consistently in accordance with their value to the organisation. Our reward
management strategy adopts a ‘total reward’ approach which emphasises the importance of considering all aspects
of reward as a coherent whole, integrated with other Human Resource (HR) initiatives designed to achieve the
motivation, commitment, engagement and development of employees. Deserving employees, who demonstrate
high performance and potential, are eligible to participate in the long-term/deferred incentive plan focused on
retaining critical talent in the company. We continually benchmark the compensation with the industry and the
competition it offers.
105
ICRA Limited
Annexure IV
F. Internal Control Systems and their Adequacy
The Management is responsible for establishing and maintaining controls and procedures for the Company, following
the review by the Audit Committee and the Board of Directors. Accordingly, the Management has designed such controls
and procedures, or caused such controls and procedures to be designed under its supervision, as to ensure that material
information relating to your Company, including its subsidiaries, is made known to the Management by others within those
entities. It has also designed such internal control over financial reporting or designed such internal control over financial
reporting under its supervision, to provide reasonable assurance regarding the reliability of the financial statements.
Your Company’s Statutory Auditors have audited the financial statements and have issued a report with adverse opinion
on your Company’s internal control over financial reporting, as defined in Section 143 of the Companies Act, 2013 (the
‘Act’). The said report is annexed to the independent auditor’s report.
The disclosures pertaining to certain ongoing matters, as provided under ‘Update regarding certain ongoing matters’ of
the Directors Report are self-explanatory, therefore, no additional comments are required.
(An overview of Internal Control Systems and their adequacy, is presented in the section titled Internal Control System and
their Adequacy in the Directors’ Report.)
G. Discussion on Financial Performance with respect to Operational Performance
The key features of the Company’s financial performance for the year ended March 31, 2020 are presented in the
accompanying financial statements, which have been prepared in accordance with the Indian Accounting Standards
(referred to as IndAS) as prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015 and other relevant provisions of the Act. The financial statements have been prepared on the historical cost
basis and on an accrual basis, except for certain financial instruments, which are measured at fair value at the end of each
reporting period. ICRA’s Management accepts responsibility for the integrity and objectivity of these financial statements.
The financial information discussed in this section is derived from the Company’s audited financial statements.
I. Results of operation
Year-on-Year Total Income
The financial performance of the Company is summarised 240 60
48.83 50.74 44.53
as under: 230
40.57
50
(In Rs. crore)
220 (In Rs. crore)

40
(a) Incomes 210
23.69 30
(in Rs. crore) 200
20
190
Particulars 2018-19 2019-20 Growth (%) 10
180
Revenue from 230.14 207.78 (-) 10 % 170
195.37 210.90 222.13 230.14 207.78
0
2015-16 2016-17 2017-18 2018-19 2019-20
operations
Other income 44.53 40.58 (-) 9 % Revenue from operations Others income
Total Income 274.67 248.36 (-) 10 %
In terms of business segments, the subdued growth in operating revenue during 2019-20 was mainly due to slow growth in
corporate, financial sectors and public finance related ratings. The non-bank loan ratings business grew very little during the
period under review. Bank loan ratings accounted for 33% of the overall rating revenues for 2019-20 as compared to 32%
for 2018-19. Other than rating of debt issuances and bank loans of existing issuers, the Company added new issuers and
borrowers to its list of rating clients during the year under review.
106
Annexure IV
Other income
Other income primarily consists of dividend received from subsidiary companies, interest income on fixed deposits and
investments, gain on financial assets carried at fair value through profit or loss and rental income. The Company’s other
income in the year 2019-20 decreased by 9% from the year-ago, primarily driven by loss in the fair value of financial assets.
Expenses
Revenues and profit per employee
(in Rs. crore) 0.70
Particulars 2018-19 2019-20 Growth (%) 0.60
(In Rs. crore)

0.50
Employee benefit 107.43 105.11 (-) 2 %
0.40
expense 0.30 0.62 0.56
Finance costs 0.03 1.66 4907 % 0.20
Depreciation and 2.43 5.38 121 % 0.10
0.22 0.15
0.00
amortization 2018-19 2019-20
Other expenses 33.71 44.16 31 %
Revenue per employee Profit per employee
Total expenses 143.60 156.31 9% (in Rs. crore) (in Rs. crore)
Employee benefits expenses decreased 2% to Rs. 105.11 crore in 2019-20 from Rs.107.43 crore in 2018-19. The
decrease in employee benefit expenses was primarily due to the true-up of variable pay provision for the full year, on account
of lower profitability. Employee benefit expenses, as a percentage of revenue from operations, increased during the period
under review as compared with the previous fiscal.
Your Company’s revenues from operations and profit after tax per employee decreased during 2019-20 as compared to
2018-19.
Depreciation and amortisation expenses increased 121% during 2019-20 over the previous fiscal due to the impact
of the Accounting Standard (IND AS- 116) related to accounting treatment of rent.
Other expenses increased by 31% during 2019-20 over the previous fiscal, mainly because of higher expenses towards
legal and professional charges and additional audit fees on account of the incremental efforts incurred by auditors on the
ongoing regulatory matters. The Company’s contribution towards Corporate Social Responsibility (CSR) as prescribed under
Section 135 of the Companies Act, 2013, for the financial year 2019-20 increased from Rs. 2.24 crore to Rs. 3.10 crore. The
Company contributed Rs. 100.00 lakh to the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Funds
(PM CARES Fund) which resulted in an excess of Rs. 71.26 lakh spent over the current year obligations, which will be offset
with the next years’ obligation. Other expenses as a percentage of total income increased during the period under review as
compared with the previous fiscal.
Total expenses increased by 9% to Rs. 156.31 crore in 2019-20 from Rs. 143.60 crore in 2018-19.
107
ICRA Limited
Annexure IV
II. Property, plant and equipment
Property, plant and equipment of the Company were as under:
(in Rs. crore)

Particulars As on March 31, 2019 As on March 31, 2020 Growth (%)
Buildings 6.67 6.32 (-) 5 %
Computers and data processing units 0.81 0.63 (-) 23 %
Furniture and fittings 0.96 0.73 (-) 24 %
Office equipment 0.32 0.25 (-) 21 %
Electrical installation and equipment 0.38 0.30 (-) 21 %
Vehicle 0.30 0.13 (-) 56 %
Leasehold improvements 1.21 0.87 (-) 28 %
Right-of-use assets – building - 19.56 -
Total 10.65 28.79 170 %
Your Company during 2019-20, added Rs. 2.30 crore to gross block, comprising Rs 0.64 crore in computers and data
processing units, Rs. 0.03 crore in furniture and fittings, Rs. 0.11 crore in office equipment, Rs. 0.03 crore in electrical
installation and equipment and Rs. 1.50 crore in Right-of-use-assets- building. Further, your Company has recognized a
right of use asset amounting to Rs. 21.26 crore on account of the adoption of IndAS 116. During the period under review,
your Company deducted Rs. 0.42 crore from the gross block on the disposal of various assets.
III. Intangible assets

(in Rs. crore)
Computer software 0.03 0.03 (-) 28 %
Intangible assets under development 1.27 1.88 48 %
Your Company has Rs. 1.88 crore of intangible assets under development as at March 31, 2020.
IV. Financial assets
Financial assets mainly consist of investments, loans, trade receivables, cash and cash equivalents and bank balances.
(a) Investments (current and non-current)
Investment Profile
Corporate Deposits 77.48

79.70
103.58
Mutual Funds 23.89
27.36
Equity Shares
27.30
0.00 20.00 40.00 60.00 80.00 100.00 120.00

2018-19 2019-20
108
Annexure IV
(in Rs. crore)

Particulars As on March % of Total As on March % of Total Growth (%)
31, 2019 31, 2020
Non-Current Investments:
(A) Investments in Equity Instruments
In Equity Shares of Subsidiaries and Others 42.33 20% 42.27 32% -
Less: Diminution due to change in carrying (14.97) (-)7% (14.97) (-)11% -
value of investments
Sub Total (A) 27.36 13% 27.30 21% -
(B) Investments in Mutual Funds
In Other Plans 103.58 50% 23.89 18% (-) 77 %
Sub Total (B) 103.58 50% 23.89 18% (-) 77 %
(C) Total Non-Current Investments (A+B) 130.94 63% 51.19 39% (-) 61 %
Current Investments:
(D) Investment in Corporate Deposits 77.48 37% 79.70 61% 3%
(E) Total Current Investments (D) 77.48 37% 79.70 61% 3%
Total Investments (C+E) 208.42 100% 130.89 100% (-) 37 %
The Company deploys its internal accruals and surplus funds primarily in mutual funds, fixed deposits and corporate deposits
as per its investment policy approved by the Board of Directors. The Investment Committee decides from time to time the
overall investment in each category, based on the market conditions. The Audit Committee reviews investments made by the
Company along with applicable limits and current ratings of the instruments or/and counterparties. The decrease in total
investment was mainly due to the deployment of internal accruals in fixed deposits.
(b) Loans, trade receivables, cash & cash equivalents and bank balances and other financial assets
(in Rs. crore)
Non-current
(a) Loans 3.70 3.79 2%
(b) Other financial assets 24.91 7.75 (-) 69 %
Current
(c) Loans 0.29 0.22 (-) 25 %
(d) Trade receivables
Receivables 23.83 37.06 56 %
Allowances for doubtful receivables (4.40) (3.66) (-) 17 %
Net trade receivables 19.43 33.39 72 %
Trade receivables as % of operating income 8% 16 %
(e) C
ash & cash equivalents and bank 338.94 435.24 28 %
balances
(f) Other financial assets 19.34 21.87 13 %
109
ICRA Limited
Annexure IV
Non-current loans include security deposits.
Other non-current financial assets consist of bank deposits with maturity for more than 12 months from the reporting
date.
Net trade receivables were Rs. 33.39 crore as on March 31, 2020 as against Rs. 19.43 crore as on March 31, 2019. The
increase in trade receivables was mainly due to slow recovery of debtors as compared to the previous year. Trade receivables
as a percentage of operating income increased from 8% during 2018-19 to 16% during 2019-20.
Cash & cash equivalents and bank balances as on March 31, 2020 was Rs. 435.24 crore as against 338.94 crore
as on March 31, 2019. The cash and cash equivalents consist of Rs. 1.46 crore in current accounts and Rs. 0.02 crore as
cash on hand. The other bank balance consists of Rs. 433.47 crore in deposit accounts with original maturity for more than
three months but less than 12 months from the reporting date, Rs. 0.12 crore in unpaid dividend account and Rs. 0.18 crore
earmarked against bank guarantees.
V. Equity
(a) Equity share capital
Your Company has only one class of equity shares having a par value of Rs. 10 each. The capital structure of the
Company is as follows:
(in Rs. crore)

Particulars As on March 31, 2019 As on March 31, 2020
Authorised:
1,50,00,000 Equity Shares of Rs. 10 each 15.00 15.00
Issued, subscribed and fully paid up:
96,51,231 Equity Shares of Rs. 10 each (previous year 9.65 9.65
96,51,231 Equity Shares of Rs. 10 each)
9.65 9.65
The issued subscribed and paid-up capital stood at Rs. 9.65 crore divided into 96,51,231 equity shares of Rs. 10
each.
(b) Other equity
Other equity consists of capital reserve, capital redemption reserve, general reserve, other comprehensive income
and retained earnings. Other equity of the Company stood at Rs. 572.88 crore as on March 31, 2020 as against
Rs. 538.59 crore as on March 31, 2019.
VI. Financial liabilities

(in Rs. crore)
Non-current
(a) Other financial liabilities 1.49 15.89 968 %
Current
(a) Trade payables 4.77 9.39 97 %
(b) Other financial liabilities 14.42 6.88 (-) 52 %
110
Annexure IV
Other financial liabilities-Non-current increased from Rs. 1.49 crore as at March 31, 2019 to Rs. 15.89 crore as at
March 31, 2020. The reason for increase is capitalisation of future lease payments on present value on account of adoption
of Ind AS 116.
Trade payables were higher as on March 31, 2020 as compared to previous year due to higher provision of expenses
relating to legal and professional and additional audit fees to auditors on account of the incremental efforts incurred by them
on the ongoing regulatory matters, in the current financial year as compared to previous financial year.
Other financial liabilities-Current decreased 52% at the end of fiscal year 2019-20 mainly due to the following reasons:
(a) the net salary for the month of March and leaves encashment payments to employees were payable at the previous year
end, whereas the same were paid before the year end in FY 2019-20; and
(b) decrease in incentive payable under long-term individual pay-out plan.
VII. Other liabilities

(in Rs. crore)
Other non-current liabilities 0.00 0.00 -
Other current liabilities 54.63 51.13 (-) 6 %
Total other liabilities 54.63 51.13 (-) 6 %
Other non-current liabilities consist of deferred finance income and other current liabilities consisting of deferred finance
income, unearned revenue, statutory dues payable and advances received from customers. Total other current liabilities
decreased by 6% as on March 31, 2020 as against March 31, 2019 mainly due to lower unearned revenue.
VIII. Key financial ratios
Key financial ratios are provided in the table below.
(in Rs. crore)

Particulars As on March 31, 2019 As on March 31, 2020
Debtors turnover (no. of days) 32 58
Inventory turnover N.A. N.A.
Interest coverage ratio N.A. N.A.
Current ratio 4.82 6.89
Debt equity ratio N.A. N.A.
Operating profit margin (%) 37.6% 24.8%
Net profit margin (%) 34.9% 26.2%
Return on net worth (%) 17.5% 11.2%
N.A.: Not applicable
111
ICRA Limited
Annexure IV
There is significant change, i.e. change of 25% or more, as compared to the immediately previous financial year, in key
financial ratios. The increase in debtor’s turnover (no. of days) was mainly due to stretch in non-banking financial companies’
sector and increase in debtors and reduction in revenue on the other side.
The operating profit and net profit margins were adversely impacted due to muted growth in revenue and higher expenses.
Decline in PAT has impacted significantly on return on net worth. The significant increase in current ratio was mainly due to
higher balances with banks in deposits accounts with original maturity less than twelve months.
H. Material Developments in Human Resources/Industrial Relations, including Number of People Employed
The Company, with total employee strength of 445 as of year-end 2019-20, continues to accord high priority to human
resource development, with emphasis on improving skill, competence and knowledge through regular training and
in-house/external professional development programmes. Besides, the Company has a consultative and participative
management style, and is committed to providing the best possible work environment and facilities to employees at all
levels. As a result, the relation between the employees and the Management of your Company has remained harmonious
till date.
On behalf of the Board of Directors
(Arun Duggal)
Chairman
DIN: 00024262
Place: Kasauli
Date: July 28, 2020
Forward-Looking Statements May Prove Inaccurate
This Annual Report contains certain forward-looking statements that may be identified by words, phrases, or expressions
including, but not limited to, “expected”, “will”, “would”, “continue”, “intend to”, “in future”, or their variations. These
forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially
from those reflected in the forward-looking statements. Factors that might cause such differences include, but are not limited
to, those discussed under “Risks and Concerns”, which is a part of the “Management Discussion and Analysis Report”.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Management’s
analysis only as of the date hereof. The Company assumes no obligation to publicly update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if
the underlying assumptions do not come to fruition.
112
Annexure V
SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020
To
The Members
ICRA Limited
New Delhi - 110001
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by ICRA Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner
that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion
thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter.
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on March 31, 2020 according to the provisions of:
(i) The Companies Act, 2013 (“the Act”) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (”SCRA”) and the rules made thereunder;
(iii) The Depositories Act, 1996, the Securities and Exchange Board of India (Depositories and Participants) Regulations,
2018and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following regulations prescribed under the Securities and Exchange Board of India Act, 1992 (”SEBI Act”)
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based employee Benefits) Regulations, 2014;
(e)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(Not Applicable during the period).
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client to the extent of securities issued;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable
during the period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable during
the period)
113
ICRA Limited
Annexure V
(vi) As informed and certified by the Management of the Company the following regulations are specifically applicable to the
Company based on their sector/ industry:
1. Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999;
2. Securities and Exchange Board of India (Intermediaries) Regulations, 2008.
We have also examined compliance with the applicable clauses / regulations of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs;
(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review, the Company has substantially complied with the provisions of the Act, rules, regulations,
guidelines, standards, etc. mentioned above except mentioned below:
The settlement application filed before the Securities and Exchange Board of India (“SEBI”) by the Company on February 15,
2019 against the show cause notice dated December 17, 2018 received from SEBI regarding adjudication proceeding under
Rule 4 of SEBI (Procedure for holding inquiry and imposing penalties by adjudicating officer) Rules, 1995 in relation to credit
ratings assigned to one of its customers and the customer’s subsidiary (the “Initial SCN”), was rejected by SEBI vide its letter
dated June 28, 2019, thereafter SEBI concluded its adjudication proceedings, and vide its adjudication order dated December
26, 2019, imposed a penalty of INR 25 lakh on the Company under section 15HB of SEBI Act, 1992 in respect of the Initial
SCN. Further, SEBI issued a show cause notice (“Subsequent SCN”) dated January 28, 2020 under Section 15-1 (3) of SEBI
Act, 1992, for enhancement of said penalty amount in respect of the Initial SCN.
Management of the Company advised that the Company filed an appeal challenging the said adjudication order (the
“Impugned Order”) before the Securities Appellate Tribunal (“SAT”) and deposited the penalty amount of INR 25 lakh as
imposed vide the Impugned Order without prejudice to such appeal, and the said appeal application was pending on March
31, 2020.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors
and Independent Directors. During the period under review, the Members of the Company at the Annual General Meeting
held on September 28, 2019 approved the proposal for removal of Mr. Naresh Takkar as Director of the Company, by passing
an ordinary resolution based on the Special Notice received from a Member of the Company. Filling up of the casual vacancy
caused due to this removal and other changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent
in advance (and at a shorter notice for which necessary approvals obtained), and a system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board meetings and committee meetings are carried out unanimously as recorded in the minutes of the
meetings of the Board of Directors or committee of the Board, as the case may be.
114
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, no specific events / actions took place having a major bearing on the
Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

Company Secretaries
Rupesh Agarwal
Managing Partner
Certificate of Practice No. 5673 Date: 01.06.2020
UDIN: A016302B000290708 Place: Delhi
Notes:
i. The Secretarial Audit Report (“Report”) is to be read with our letter of even date which is annexed as Annexure-A and
forms an integral part of this Report.
ii. Due to restricted movement amid COVID-19 pandemic, we conducted the Secretarial Audit by examining the secretarial
records including Minutes, Documents, Registers and other records etc., some of them received by way of electronic
mode from the Company and could not be verified from the original records. The management has confirmed that the
records submitted to us are true and correct.
iii. This Report is limited to the statutory compliances on laws / regulations / guidelines listed in our report which have been
complied by the Company up to the date of this Report pertaining to Financial Year ended on March 31, 2020. Weare
not commenting on the statutory compliances whose due dates have been extended by the regulators due to COVID-19
pandemic.
115
ICRA Limited
Secretarial Audit Report
Annexure-A
To
The Members
ICRA Limited
New Delhi - 110001
1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that
correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules and
regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility
of management. Our examination was limited to the verification of procedures on the random test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

Company Secretaries
Rupesh Agarwal
Managing Partner
Certificate of Practice No. 5673 Date: 01.06.2020
UDIN: A016302B000290708 Place: Delhi
116
Annexure VI

OBJECTIVE OF THE POLICY
The objective of the Dividend Distribution Policy (‘the Policy’) of ICRA Limited (‘the Company’) is to maintain stability in the
dividend payout of the Company, subject to the applicable laws and to ensure a regular dividend income for the members
and long term capital appreciation for all stakeholders of the Company.
The Company would ensure to strike the right balance between the quantum of dividend paid and amount of profits retained
in the business for various purposes. The Board of Directors will refer to this Policy while declaring/ recommending dividends
on behalf of the Company. Through this Policy, the Company would endeavor to maintain a consistent approach to dividend
pay-out plans, subject to the applicable laws.
BACKGROUND
The Securities and Exchange Board of India (“SEBI”) amended the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) by inserting a new Regulation 43A, effective from July 8, 2016. Regulation 43A
requires that the top five hundred listed entities based on market capitalization (calculated as on March 31 every financial
year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their website.
Considering the requirements of the aforesaid Regulation of the Listing Regulations, the Company has modified this Policy to
align with the requirements specified under Regulation 43A of the Listing Regulations for distribution of dividend.
CIRCUMSTANCES UNDER WHICH THE MEMBERS MAY OR MAY NOT EXPECT DIVIDEND
The Members of the Company may or may not expect Dividend depending upon circumstances, including but not limited to
the following circumstances:
1. Loss incurred or inadequacy of profits;
2. Utilisation of reserves and surplus for buyback of securities of the Company;
3. Acquisitions and/or any other potential strategic actions;
4. Investment in business;
5. Any other circumstance(s), which Board may consider not to recommend dividend.
PARAMETERS FOR DECLARATION OF DIVIDEND

I. Financial parameters and Internal factors for determining dividend
In determining the Company’s dividend payout, the Board of Directors considers financial parameters and internal
factors, including:
1. Stability of earnings;
2. Liquidity of funds;
3. Needs for additional capital;
4. Past dividend trends;
5. Dividend type and its time of payment;
6. Acquisitions and/or any other potential strategic actions;
7. Expansion of business made by the Company.
117
ICRA Limited
Annexure VI
II. External factors for determining dividend

In determining the Company’s dividend payout, the Board of Directors considers external factors, including:
1. Prevailing legal requirements, tax rules, Government policies, statutory conditions or restrictions as may be provided
under applicable laws;
2. State of the economy of the country;
3. Favourable state of the capital markets;
POLICY ON UTILIZATION OF RETAINED EARNINGS

The Company believes in continuing a reasonable balance between cash retention and distribution of dividend to its members.
The Company believes in the requirement of cash retention for expansion and diversification of the Company including
acquisitions to be made by it, and also as a means to meet contingency. The Company shall declare dividends for a financial
year out of the profits of the Company for that year or out of the profits of the Company for any previous financial year or
years after providing for depreciation in accordance with applicable laws. The Company has a practice of paying dividend on
a yearly basis and has been consistently declaring and paying dividend.
The Company reserves the right to declare interim dividend during any financial year out of the surplus in the profit and loss
account and out of the profits of the financial year in which such interim dividend is sought to be declared.
PARAMETERS ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARES

At present, the Company has one class of equity shares having a par value of Rs. 10 each. Each member is eligible for one
vote per share held. As and when the Company issues any other kind of shares, the Board of Directors may suitably amend
this Policy.
PROCEDURE FOR DECLARATION OF DIVIDEND

(a) Give prior intimation to the stock exchanges about the Board Meeting at which proposal for declaration/recommendation
of dividend or the passing over of dividend is due to be considered at least 2 working days in advance, excluding the date
of the intimation and date of the Board Meeting.
(b) Recommend or declare all dividend at least five working days (excluding the date of intimation and the record date)
before the commencement of the closure of its transfer books or the record date fixed for the purpose.
(c) Immediately, on the date of the meeting of Board of Directors, intimate to the stock exchanges within 30 minutes of the
closure of the Board Meeting, all dividends recommended or declared or the decision to pass any dividend and the date
on which dividend shall be paid/despatched.
(d) Declare or disclose dividend on a per share basis.
The dividends are recommended by the Board of Directors of the Company and voted upon thereafter at a general
meeting of members of the Company.
AMENDMENTS/MODIFICATIONS
In case of any subsequent changes in the provisions of the Companies Act, 2013 or the Listing Regulations or Income Tax Act,
1961 or any other regulations which makes any of the provisions of this Policy inconsistent with the Act or the Regulations, then
the provisions of the Act or the Regulations would prevail over this Policy and the relevant provisions contained in this Policy
would be modified accordingly in due course to make it consistent with applicable laws.
If Company proposes to declare dividend on the basis of any parameters in addition to clauses (a) to (e) of Regulation 43A of
the Listing Regulations or proposes to change parameters specified in this Policy, it shall disclose such changes along with the
rationale for the same in its annual report and on its website.
The Board of Directors of the Company may, subject to applicable laws, amend, suspend or rescind this Policy at any time.
Any difficulties or ambiguities in this Policy will be resolved by the Board of Directors in line with the broad intent of this Policy.
118
Annexure VII
Annual Report on Corporate Social Responsibility

[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate
Social Responsibility) Rules, 2014]
Corporate Social Responsibility at ICRA
Corporate Social Responsibility (CSR) has been in the core DNA of ICRA for decades. We, at ICRA, firmly believe that
companies should, and must, wholeheartedly contribute towards corporate social responsibility. We aim to constantly stay
a step ahead in dealing with positive change, create new value systems and contribute broadly to society. ICRA envisions
to make stronger communities and enrich the lives of underprivileged people through its mission of promoting education,
empowering youths with employable skills & livelihood and supporting environment. To accomplish its mission following
programmes are conceptualised.
Skill Development Programmes
Digital Inclusion for Young Aspirants (DIYA)
This is a unique technology-driven skill development programme that helps create a pathway towards digital-age career
opportunities for underprivileged youth. The training has integrated the cutting-edge technology i.e. Cloud Learning
Management System, that makes learning more interesting and enables trainees to learn at their own pace. The programme
provides foundation training in IT skills, workplace English and workplace readiness and subject-specific training like financial
management, retail management, tally & hardware and networking. This project has been implemented in collaboration with
the Anudip Foundation for Social Welfare in West Bengal.
Till date the programme has benefitted more than 1600 youth with nearly 71% employment records.
Women Entrepreneurship Programme
ICRA is deeply committed to skill-building and education with a special focus on empowering women. The project reaches
out to 650 beneficiaries, including women in urban, semi-urban and rural areas engaged in livelihood activities across the
identified districts of Gujarat.
The main aim of the programme is to develop a cadre of master trainers and equip them with the skills to impart financial
education and business management skills. These master trainers also provide mentoring and handholding support to potential
entrepreneurs and help in enhancing livelihood of the participants. The programme is designed to provide training on financial
education and basic business management to 650 women members who are already involved in income-generating activities at
the household level, as well as women who show intent and have the potential to take up any such activity.
Subsequently, these women undergo the livelihood skill development training, which helps them to either start, expand or
diversify their businesses.
Making a Difference
This programme is aimed at developing sustainable livelihood and upliftment of socio-economic status of the underprivileged
youth through skill training in the Banking, Financial Services and the Insurance (BFSI) sector. The project focuses and
contributes to the multi-development aspects of the community, which includes youth empowerment, community engagement
activity, job-oriented skills enhancement and placements. Youth from the marginalised communities like the Scheduled Caste
(SC), Scheduled Tribes (ST) and from below poverty line (BPL) families are the target beneficiaries. Enrolled students are usually
from Class 12, and are between the age group of 18 to 30 years.
They are prepared for jobs in the BFSI sector by undergoing training in sector-specific course curriculum, soft skills and
personality development and a highly skilled workforce is thus created. Every year, the project aims to train 300 students with
nearly 70% of the students finding employment.
119
ICRA Limited
Annexure VII
Education Programmes
Residential Learning Camp
Poverty and lack of quality school facilities in villages keep many children away from schools. These children then become a
part of the young workforce, with particular physical and psycho-social effects. Since many tend to migrate for work, they are
left to fend for themselves without family and adult support, thus making them vulnerable to the menace of trafficking.
The project aims to educate out-of-school children and ensures the completion of their education. Over the period of one
cycle three camps are conducted, each of which is 55-60 days’ duration. The Residential Learning Camp provides a conducive
environment for their learning with a customised curriculum that works on the principle of multi-grade /multi-level teaching.
This child-centric curriculum helps students bridge their learning gap at their own pace. Each child is taught about basic
literacy skills, maths operations and they are exposed to various co-curricular activities. Till date this programme has benefitted
approximately 600 children.
Inclusive Education
This project promotes inclusive education for the marginalised and the less privileged and provides equal opportunities and
full participation to children with and without disabilities. Amar Jyoti operates an inclusive school for underprivileged children
in Delhi. The approach to inclusive education at school is holistic and child-centric. It is a barrier-free school and students have
access to special educators, therapist, vocational trainers, sports facilities, a hospital for regular health check-ups and other
medical facilities. A barrier-free computer lab has been set up for students to increase e-learning opportunities. Continuous
support has also been provided towards educating 50 children since October, 2015 and other school students by supporting
them with a computer lab.
Sponsorship Programme
The VIDYA School, Gurugram and Deepalaya in Mewat district of Haryana, are NGO-run schools that house classrooms,
laboratories, computers and a library. The quality of education and facilities are at par with some of the best public schools in
the city. Both schools provide over 1100 slum and/or village children with quality education along with the best infrastructure
and facilities. The aim is to equip the children well to utilise the opportunities of India’s emerging economy and lead India
into the future.
Through this programme, ICRA undertakes to provide holistic development of approximately 250 students through continuous
educational support, since October 2015.
Environment Sustainability
Lake Restoration Project
Water is the most essential and critical resource that is becoming increasingly scarce in Bengaluru over the last few years.
Lakes, especially within the city, are polluted and contaminated beyond repair; borewells and open-wells have dried up due
to over-exploitation of groundwater reserves and absolute lack of water conservation measures. Water shortage is bound to
cripple Bengaluru as the demand has reached an all-time high, with unprecedented growth, haphazard development and
unplanned expansion of the city. The dependence on outside sources is soon going to hit a roadblock with rivers running dry
due to erratic rainfall pattern following climatic changes. Therefore, it is extremely important and highly essential to restore
and rejuvenate lakes and water-bodies and safeguard all possible water resources around the periphery and the peri-urban
areas to sustain Bengaluru in the future. ICRA’s lake restoration project was designed with the primary objective of improving
and enhancing the water-holding capacity of the Singahalli Lake.
The project will be completed in two phases – resulting in better cropping patterns, more productivity of land, and reduction
in water wastage near the area. ICRA has also pledged to plant more than 2000 trees to increase the green cover and floral
diversity around the lake.
120
Annexure VII
Covid -19 Emergency Initiative
The coronavirus COVID-19 pandemic is the defining global health crisis of our time. As responsible citizens, we have also
contributed a part of our CSR budget to the Prime Minister’s Citizen Assistance and Relief in Emergency Situations Funds (PM
CARES Fund). These funds are being used for most critical activities like testing, setting up of isolation wards, procurement of
personal protective gears, ventilators, post-rehabilitation, etc.
We are also planning various innovative value additions to the existing programmes to make them more impactful. Like-minded
partnerships are making these models self-sustainable. Subsequently, ICRA also conducted a social impact assessment and
SROI exercise for its DIYA and RLC programmes to identify and manage the social impact generated by these interventions.
This exercise helped in predicting and mitigating negative impacts and identifying opportunities to enhance benefits for the
key stakeholders, beneficiaries and to the larger society.
Some of the women DIYA beneficiaries, who are currently

employed, expressed joy to say that if they had not been aware of
the opportunities provided by ICRA, they would have been married
or unemployed by now. This platform has given them a chance to
become independent and provide financial support to their families.
Parents were excited to share how their children started grooming

themselves every day and dressed neatly. Some of them even urged
their parents and family members to implement these good practices
at home. They appreciated several aspects of the program such
as increased access to nutritious food, emotional support, regular
health check-ups, hygiene and sanitation received by the children
during the RLC.
At ICRA, we believe, employees are not only the backbone of a company, they also constitute the nerve centre of all these projects.
We firmly believe that collective action accelerates the desired outcomes and therefore, the community, the implementation
partner and ICRA plan to work cohesively as catalysts towards a result-oriented initiative - both qualitatively and quantitatively.
Each employee gets an opportunity to engage with these projects, thereby getting associated with the beneficiaries and adding
value to the project with their skills and knowledge.
In the last two years of our employee-volunteering initiatives, we have observed tremendous changes – a wave of change-
makers, full of enthusiasm, has emerged as CSR Champions who facilitate our volunteering initiatives at various locations.
These champions identify, create and implement initiatives with a great vigour - a great start to the Citizen Corporate
Responsibility campaign.
Milestones Achieved
 Imparted skill training to more than 2000 youth & women and nearly 70% were employed following the training
 Helped 650 women with entrepreneurship training to run their own businesses
 Facilitated education to more than 1200 students by mainstreaming them
121
ICRA Limited
Annexure VII
 Providing inclusive education to 50 people with disabilities each year
 Trained more than 400 teachers on mental health which impacted more than 7000 students
 Restored 25 acres of a lake by increasing its water-holding capacity
The CSR Policy has been uploaded on the website of the Company at https://www.icra.in/Home/CSR
I. Composition of CSR Committee
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the allied rules, the Company has duly
constituted the CSR Committee, comprised of the following members:
1. Ms. Ranjana Agarwal, Chairperson
2. Mr. David Brent Platt
3. Mr. Michael Foley
II. Average net profit of the Company for last three financial years (2016-17; 2017-18; 2018-19): INR 1,19,43,38,023/-
III. Prescribed CSR expenditure (two per cent of the amount as in item 3 above): INR 2,38,86,760 /-
IV. Details of CSR spend during the financial year:
(a) Total amount to be spent for the financial year: INR 2,38,86,760/-
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below:
1. 2. 3. 4. 5. 6. 7. 8.
S. CSR Project Sector in which the Projects or programmes Amount outlay Amount spent on the Cumulative Amount spent:
No. or Activity Project is covered (1) Local Area or other (Budget) projects projects or programmes expenditure Directly or Through
identified (2) Specify the state or or programmes up to the Implementing
district where projects wise (Rs.) reporting Agency
or programmes were period
undertaken
Direct Overhead (Rs.)
expenditure on
programmes or
projects (Rs.)
1 Residential Cl (ii) Promoting Rajasthan: District 5,230,643 5,230,643 - 5,230,643 Implementing

learning camp education Udaipur – Kaya village, agency- Seva Mandir
block Girwa.
2 Digital Inclusion Cl (ii) employment West Bengal: District- 3,560,000 3,560,000 - 3,560,000 Implementing
for Young enhancing vocational South 24 Pragnas- agency – Anudip
Aspirants (DIYA) skills especially Diamond Harbour, Foundation for Social
children, women, Mograhat Welfare
elderly
3 Inclusive Cl (ii) Promoting New Delhi; Karkardooma 3,150,000 3,150,000 - 3,150,000 Implementing
Education education, including agency- Amar Jyoti
special education Charitable Trust
among differently
abled
4 Sponsorship Cl (ii) Promoting Haryana: District- 1,571,000 1,571,000 - 1,571,000 Implementing
towards education among Gurgaon agency- Vidya
education of children Integrated
underprivileged Development for
children Youths and Adults
(VIDYA)
122
Annexure VII
1. 2. 3. 4. 5. 6. 7. 8.
S. CSR Project Sector in which the Projects or programmes Amount outlay Amount spent on the Cumulative Amount spent:
No. or Activity Project is covered (1) Local Area or other (Budget) projects projects or programmes expenditure Directly or Through
identified (2) Specify the state or or programmes up to the Implementing
district where projects wise (Rs.) reporting Agency
or programmes were period
undertaken
Direct Overhead (Rs.)
expenditure on
programmes or
projects (Rs.)
5 Making a Cl (ii) employment Bangalore: Doddugubbi 3,334,000 3,334,000 - 3,334,000 Implementing

Difference enhancing vocational agency- Society for
skills Education Welfare
and Economic
Development (SEED
CSR)
6 Empowering Cl (ii) Promoting Tauru, District Mewat, 2,467,000 2,467,000 - 2,467,000 Implementing
and Educating education among Haryana agency-Deepalaya
Underprivileged children
Children
7 Environment Cl (iv ) Ensuring Bengaluru, Karnataka 1,700,000 1,700,000 - 1,700,000 Implementing
Sustainability environment agency- Eco-watch
sustainability,
protection of natural
resources
8. Prime Minister’s C1 (viii) contribution - 2,874,117 2,874,117 - 2,874,117 Implementing
Citizen to fund setup by
agency- NA
Assistance central govt.
and Relief in
Emergency
Situations Fund’
(PM CARES
Fund)
V. In case the Company has failed to spend two per cent of the average net profit of the last three financial years or any
part thereof, the Company shall provide the reasons for not spending the amount in its Board report: N/A
VI. The CSR Committee of the Company hereby confirms that the implementation and monitoring of the CSR Policy is in
compliance with the CSR objectives and CSR Policy of the Company.
For ICRA Limited For, CSR Committee of ICRA Limited
(Amit Kumar Gupta) (Ranjana Agarwal)

Whole-time Director & General Counsel Chairperson of the CSR Committee
DIN: 00352927 DIN: 03340032
Place: Gurugram
Date: June 25, 2020
123
ICRA Limited
Annexure VIII
Business Responsibility Report 2019-20

Section A: General information about the company
1. Corporate Identity Number (CIN) of the company : L74999DL1991PLC042749
2. Name of the company : ICRA Limited
3. Registered address : 1105 Kailash Building, 11th Floor 26, Kasturba Gandhi
Marg, New Delhi-110001
4. Website : www.icra.in
5. E-mail id : investors@icraindia.com
6. Financial year reported : 2019-20
7. Sector(s) that the company is involved in (industrial activity : Credit rating and research services, Code-66190
code-wise)
8. List three key products/services that the company manufactures/provides (as balance sheet) Rating, Grading, Research
and other services.
Pursuant to the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2018 along with its subsequent amendment(s)
and clarifications issued by SEBI from time to time in this matter, a credit rating agency shall not carry out gradings and
other related non-rating activities with effect from May 30, 2020. Accordingly, from this date, the Company does not
accept any new business under these activities.
9. Total number of locations where business activity is undertaken by the company
National: ICRA Limited (“the Company”) conducts its operation through nine locations
International: Sri Lanka and Nepal
10. Markets served by the company - Local/State/National/International
ICRA serves the Indian markets, along with the international customers through its subsidiary companies.
Section B: Financial details of the company
1. Paid up Capital (INR) : Rs. 965.12 lakh
2. Total Turnover (INR) : Rs. 20,778.26 lakh
3. Total profit after taxes (INR) : Rs. 6,497.98 lakh
4. Total Spending on Corporate Social Responsibility (CSR) as : Rs. 238.86 lakhs, 2% of average net profit of the
percentage of profit after tax (%) Company
5. List of activities in which expenditure in the above has been incurred:
Please refer to Principle 8 and Annual Report on Corporate Social Responsibilities activities
Section C: Other Details
1. Does the company have any subsidiary company/companies?
Yes
124
Annexure VIII
2. Do the subsidiary company/companies participate in the BR initiatives of the parent company? If yes, then indicate the
number of such subsidiary company(ies)?
Yes, the subsidiary companies are guided by the Company and undertake initiatives as per the statutory requirements.
3. Do any other entity/entities (e.g. suppliers, distributors etc.), that the Company does business with, participate in the BR initiatives
of the company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, more than 60%]
No
Section D: BR Information
1. Details of the Director/Director responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/policies
• DIN Number: 00352927
• Name: Mr. Amit Kumar Gupta
• Designation: Whole-time Director & General Counsel
b) Details of the BR head
S. Particulars Details
No
1. DIN Number (if applicable) 00352927
2. Name Mr. Amit Kumar Gupta1
3. Designation Whole-time Director & General Counsel
4. Telephone number 124-4545300
5. E-mail id amit.gupta@icraindia.com
1appointed BR Head effective from July 28, 2020.
2. Principle-wise (as per NVGs) BR policy/policies (Reply in Y/N) (please refer Annexure 1 to know about the
Principles)
S. Questions P P P P P P P P P
No
1 2 3 4 5 6 7 8 9
1. Do you have a policy /policies for Y Y Y Y Y Y Y Y Y
2. Has the policy been formulated in consultation with Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
3. Does the policy conform to any national/international Y Y Y Y Y Y Y Y Y
standards?
4. Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by MD/owner/CEO/ Board Y Y Y Y Y Y Y Y Y
of Directors?
5. Does the company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board of Directors/Official to oversee the
implementation of the policy?
6. Indicate the link for the policy to be reviewed online https://www.icra.in/RegulatoryDisclosure/Index
125
ICRA Limited
Annexure VIII
No
1 2 3 4 5 6 7 8 9
7. Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
8. Does the company have an in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/policies?
9. Does the company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/policies to address
stakeholders’ grievances related to the policy/
policies?
10. Has the company carried out independent audit/ Y - - - - - - - -
evaluation of the working of this policy by an internal
or external agency?
2a. If answers to S.no.1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
No
1 2 3 4 5 6 7 8 9
1. The company has not understood the Principles
2. The company is not at a stage where it finds itself in a
position to formulate and implement the policies on
specified principles
3. The company does not have financial or manpower N.A
resources available for the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)
3. Governance related BR
• Indicate the frequency at which the Board of Directors, Committee of the Board or CEO assess the BR performance of the
Company. Within three months, three to six months, annually, More than 1 year.
Annually
• Does the company publish a BR or a Sustainability Report? What is the hyperlink for reviewing this report? How frequently
is it published?
Yes, the BR Report is published annually. The BR Report of the Company for the financial year 2018-19 is uploaded on
the Company’s website, www.icra.in, hyperlink is as under: https://www.icra.in/Home/CSR
126
Annexure VIII
Section E: Principle-wise performance
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the company? Does it extend to the Group/Joint
Ventures/Suppliers/Contractors/NGO/Others?
ICRA requires its employees and directors to conduct themselves according to the highest standards of integrity and
ethics in all their business activities. We firmly believe that ethical conduct is good for business performance because it
is essential for maintaining a relationship of trust with our customers. Our business conduct is also regulated by and in
compliance with many laws relating to fraud, deceptive acts, bribery and corruption, consumer protection, competition,
unfair trade practices, and property, including intellectual property such as patents, trademarks and copyrights. With
this conviction, the Company has in place a Code of Business Conduct (“Code”) which is adopted by all its subsidiaries
as well. The Code details ICRA and its subsidiaries’ commitment towards maintaining a high standard of integrity and
considers ethics and values as an integral part of the way the business is conducted. The Company has zero tolerance
for bribery and corruption, therefore, it has adopted the Anti Bribery & Anti-Corruption Policy (the ABAC Policy) which is
also applicable to its subsidiaries. The ABAC Policy sets forth the obligations that every employee(s) needs to abide by and
encourages employees to take necessary steps to report any act of suspicion to the compliance department. For service
providers and vendors, compliance of anti-corruption laws is mandatory, and they need to maintain accurate financial
records and promptly notify ICRA of any possible violation(s) of such laws and co-operate with any investigations or
audits by ICRA for such potential violation(s).
To enhance market understanding and confidence, ICRA has also adopted the Code of Professional Conduct that
articulates the standards of: maintaining high quality and integrity in the rating process; managing any conflict of interest;
responsibilities to the investing public and issuers; and governance, risk management and training. Moreover, ICRA also
has in place a Code of Conduct for the members of the Board of Directors and the Senior Management, which enshrines
the scope and extent of their duties. Regular trainings and communications have taken place and continue to be planned
to create awareness and educate employees about their responsibilities under the applicable codes. Additionally, there
are separate guidelines to deal with any conflict of interest for investment/trading in securities. Any contravention of these
guidelines is subjected to disciplinary action and appropriate reporting.
ICRA supports an open-door communication and encourages employees to resolve grievances that involve work
environment by holding discussions with immediate supervisors or other senior managers. ICRA has, therefore, adopted
a Whistle Blower Policy and Grievance Redressal Mechanism in this regard. ICRA has established a vigil and grievance
redressal mechanism whereby directors and employees are encouraged to report unethical or improper activities through
established channels, enabling an ethical and corruption free work environment. Employees may report any grievances,
suspected/ actual violations of any laws or Company codes or policies by another employee, etc., to appropriate
authorities under this policy. All grievances/complaints that are reported are resolved by or under the direction of the
ICRA grievance committee and/or nominee appointed by the ICRA grievance committee. The ICRA grievance committee
consists of ‘EVP & Regional Head-West’, ‘Head, Human Resources’ and ‘General Counsel’.
Under the Whistle Blower Policy (capitalized terms used in this paragraph without definition shall have the respective
meanings ascribed in the Whistle Blower Policy), any unethical and/or improper malpractices and/or events reported on
the ICRA Integrity Hotline or otherwise will be thoroughly investigated under the supervision of the Managing Director, by
any Investigator(s) appointed by the Managing Director, unless the complaint is against any Director, in which case, it will
be thoroughly investigated by the Investigator(s) appointed and supervised by the chairperson of the Audit Committee, or
the complaint is against the chairperson of the Audit Committee, in which case, then it will be thoroughly investigated by
the Investigator(s) appointed and supervised by the chairman of the Company. In any case, the Investigator shall conduct
an enquiry to ascertain the truth contained in the concern or complaint, if any, and shall authorize any person to collect
necessary supporting evidence in order to consider the facts and circumstances thereon. Notwithstanding the foregoing,
no investigation need be conducted under this Policy in relation to any such reported event that is also the subject of a
separate investigation under any Code.
127
ICRA Limited
Annexure VIII
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily
resolved by the management? If so, provide details thereof, in about 50 words or so.
In this financial year, 27 stakeholders complaints were received and 100% of the complaints have been resolved. For
details on shareholders/investors complaints and resolution, refer to the ‘Stakeholders Relationship Committee’ section
under Corporate Governance Report of this Annual Report.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability
throughout their lifecycle
1. List up to three of your products or services whose design has incorporated social or environmental concerns, risks and/
or opportunities.
During the period under review, ICRA carried out Solar Power rating for solar firms under the aegis of the Ministry of
New and Renewable Energy (or MNRE). The entities rated included system integrators (SI) as well as renewable energy
service companies (RESCO) for both solar photovoltaic and solar thermal applications. The Government of India has
set a target of 100GW by 2022, a significant portion of which must be achieved from Grid Interactive Solar Rooftop PV
plants players. To achieve the desired objective, it is crucial to identify and promote those firms which have the capacity
and capability to undertake these projects. By rating solar companies, the Company provided reliable third-party opinion
which could be used by end-users and investors while making decisions, thereby promoting renewable and sustainable
sources of energy.
During financial 2019-20, we also carried out ESCO grading for companies which were involved in a performance-
based contract with a client to implement measures which reduced energy consumption, under the aegis of the Bureau
of Energy Efficiency (BEE). The ESCOs carried out energy audits and implemented energy efficiency practises in serviced
organisations. Energy efficiency is recognised as one of the most cost-effective solutions to meet the growth in energy
demand. Since there are savings in energy consumption, which otherwise would have been generated from fossil fuel-
based generation, energy efficiency also plays a vital role in promoting sustainability and also mitigating climate change.
This apart, energy efficiency paves the way for the current economic development without compromising on future
resource availability. By carrying out ESCO grading, the Company provided reliable third-party opinion which can be
suitably used by end-users and investors while taking decisions, thereby promoting energy efficiency.
ICRA also carried out grading of Micro Finance Institutions in India, which is an opinion on the relative capability
of the Microfinance Institution (MFI) concerned to manage its microfinance activities in a sustainable manner. ICRA
formed an opinion on an MFI’s business risk by analysing, among other factors, an MFI’s operating environment,
governance structure, management and systems, scalability (in relation to business plans), and asset quality. Financial
risk is assessed through an evaluation of factors including the MFI’s liquidity position, funding policies, capitalisation
profile and profitability.
By doing an MFI Grading, ICRA helped in development of a healthy micro finance business that is critical for financing of
Self Help Groups (SHGs)and small businessmen. A stronger MFI network ensures sustained livelihood for people in the
rural and semi-urban locations.
ICRA offers Microfinance Social Performance Assessment (SPA) which is designed to measure the social performance
of a microfinance institution (MFI) based on an analysis of the manner in which the institution oversees, manages and
monitors its performance to achieve its social mission. An MFI that performs better on the SPA has a higher likelihood of
positively affecting the lives of its customers.
The SPA provides a transparent and comparable means of highlighting an MFI’s strengths and weaknesses in terms of
social performance, while also providing investors with the information needed to make more informed socially-oriented
investment decisions.
128
Annexure VIII
Pursuant to the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2018 along with its subsequent amendment(s)
and clarifications issued by SEBI from time to time in this matter, a credit rating agency shall not carry out gradings and
other related non-rating activities with effect from May 30, 2020. Accordingly, from this date, the Company does not
accept any new business under these activities .
2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit
of product (optional):
i. Has reduction during sourcing/production/distribution been achieved since the previous year throughout the value
chain?
N.A
ii. Has reduction during usage by consumers (energy, water) been achieved since the previous year?
N.A
3. Does the company have procedures in place for sustainable sourcing (including transportation)?
i. If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.
ICRA, being a credit rating agency, is relatively less resource-intensive in terms of material sourcing. Our major
requirements are office or IT-related material.
4. Has the company taken any steps to procure goods and services from local and small producers, including communities
surrounding their place of work?
If yes, what steps have been taken to improve their capacity and capability of local and small vendors?
To make the procurement of goods and services in a prudent manner, ICRA has adopted a procurement policy that
ensures high-value procurement. While evaluating vendors, the Company encourages in providing opportunities to
local and small vendors. While carrying out business with them, the Company ensures to make timely payments and if
required during the bulk procurement, support is also extended in the form of an advance payment.
5. Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%). Also provide details thereof, in about 50 words or so.
Please refer Principle 6
Principle 3: Businesses should promote the well-being of all employees
At ICRA, we put the employee first and strive to continuously enhance and provide an enriching employee experience.
This inspires employees to give their best and make the most of open learning situations, growth opportunities and
participate in organisational activities.
The ICRA workplace culture is built on ethics, trust, respect, openness and collaboration. To promote such a culture,
ICRA celebrates monthly themes & key festivals like Environment Month, Reader’s Month, Independence Day, Diwali,
Christmas, etc. To revitalise the work environment, we actively promote a flexible culture of celebration and success at
work and mark employees’ birthdays, service anniversaries, conduct quiz competitions, outdoor team-building activities,
Bring your Kids to Work initiatives, Dress for Success guidelines, etc. To support women at ICRA, we celebrate International
Women’s Day with key emphasis on support and care for our women colleagues.
At ICRA, we lay strong emphasis on employee care, well-being and safety. To ensure maximum support and flexibility
amidst the current world pandemic crisis, ICRA has taken necessary precautionary measures to curb the situation, like:
setting up of Covid-19 Response Teams to provide regular updates on the situation; proactively activating BCP plans;
129
ICRA Limited
Annexure VIII
and implementing Dedicated HR Hour & Virtual Engagement Activities to engage employees, Employee Assistance
Programmes to provide psychological help & support, and Health Declaration of Employees to keep track of their well-
being. Apart from this, to provide regular extended support, we have a Work-From-Home policy in place, transport
support guidelines, creche support for employee’s children and advance Maternity Leave for our women colleagues.
The Company fosters a friendly, supportive and safe work environment. The Company prohibits sexual harassment and
believes that all employees have the right to be treated with dignity and respect. An Internal Complaints Committee
has been constituted in accordance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition
and Redressal) Act, 2013. ICRA takes considerable effort and ensures employees are aware of the POSH Act through
e-learning programmes and workshops.
ICRA provides equal employment opportunities and firmly believes in empowering and nurturing talent. Being focused
and result-oriented are ingrained in ICRA employees. The Company believes in growing leadership and promoting
talent internally. ICRA recruits, hires, employs, trains, promotes and compensates individuals based on job-related
qualifications and abilities. To provide learning opportunities, ICRA has an Internal Job Posting Process, which recognises
that an individual must be given the right opportunities to develop as a professional. To attract, motivate and retain our
valuable talent we reward employees based on performance and merit. Deserving employees are eligible to participate
in the Long-term/ deferred incentive plan focused on retaining critical talent in the Company. Additionally, the Company
invests in an employee’s training and development, which also results in the overall improved performance of the
Company. We run Leadership programmes to ensure our top leadership is equipped to handle large and diverse teams.
To enhance learning opportunities, ICRA owns a vast Digital Library with themes and topics ranging across domains,
where employees can order and read any book they wish to learn from. We also encourage employees to use the online
training platform – Intuition - for technical and soft skill upgradation as part of their self-development.
We have a systematic on-boarding programme to equip new hires with adequate information and skills required to
be purposeful at work. To ensure that new employees feel welcomed at the workplace we have a focused intervention
called NOVA Chats, which is an engagement programme with new hires who have completed 60 days to gather their
feedback and ensure integration within the firm. For recognition, we have a structured half-yearly rewards programme,
i-strive, to appreciate and thank all performance enthusiasts who continually strive to make a difference in the Company.
Recognition in the Company is not confined to a top-down phenomenon and employees are encouraged to appreciate
subordinates, peers and seniors.
To enhance communication and employee participation within the organisation, we have constituted a Talent Advisory
Group with representation from employees to help in designing and executing key initiatives impacting employees.
Employee Interest Groups are formed which are volunteered by employees and spearheaded by sponsors aiming at
interaction within the organisation. Groups like ICRA Social, Wellness and the Environment & Sustainability are formed
to pursue initiatives on social and environment-related concerns. With an open and flexible work environment, we also
encourage our employees to participate in our suggestion scheme – AIM: All Ideas Matter – which promotes anonymous
generation of ideas and suggestions.
ICRA is committed to complying with all environmental, health and safety laws and regulations of the country and
localities in which we do business. The Company believes it is our obligation to respect the environment in the worldwide
communities where we operate and live. We are committed to operating in a way that protects and preserves our
environment and nature.
1. Please indicate the total number of employees.

445 on rolls as on March 31, 2020
2. Please indicate the total number of employees hired on temporary/contractual/casual basis.

27 off-roll associates
3. Please indicate the number of permanent women employees.

148
130
Annexure VIII
4. Please indicate the number of permanent employees with disabilities.

Zero
5. Do you have an employee association that is recognised by the management?

N.A
6. What percentage of your permanent employees consist of the members of this recognised employee association?
N.A
7.
Please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual
harassment in the last financial year and pending, as on the end of the financial year.
S. Category No. of complaints filed during the No. of complaints pending as on
No. financial year end of the financial year
1. Child labour/forced labour/ The company does not hire child Not Applicable
involuntary labour labour, forced labour or involuntary
labour. No complaint
2. Sexual harassment One case Zero
3. Discriminatory employment There is no discrimination in the Not Applicable
recruitment process of the Company
There was one complaint received during the period under review which was not pursued further by the concerned
Internal Committee in absence of critical information required under the Company’s Prevention of Sexual Harassment
Policy for consideration.
8. What percentage of your under-mentioned employees were given safety & skill upgradation training last year?
Employee safety is of prime importance to us. The Company conducts periodic basic fire safety trainings, and
evacuation drills for employees across all branches. Employees are sensitised about the safety norms and they are
also educated, and demonstrations held on the use of fire-fighting equipment. Nearly 90% of the employees have
received safety training. ICRA continues to focus on equipping employees with the requisite knowledge and skill.
The Company provides various trainings like orientation sessions with the new employees, skill enhancing sessions
and other leadership mentoring programmes etc. Almost 89% of the permanent employees and 86% of the
permanent women employees were given skill upgradation trainings in this financial year.
Principle 4: Businesses should respect the interest of, and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalised
1. Has the company mapped its internal and external stakeholders?
ICRA believes that building strong relationships with the stakeholders by engaging them on an equitable basis helps grow
our business. We acknowledge their contribution in achieving each milestone and enabling us to create a value-driven
business. Our key stakeholders are our shareholders, employees, vendors, customers and regulators. For transparency,
we have established a mechanism for communication with all our stakeholders. We conduct shareholder meetings, share
information about the Company’s performance and key developments on the Company’s website and disseminate
relevant information timely to external stakeholders through a defined medium.
The employees are the assets of our Company and we value their dedication and their discretionary effort to help the
Company succeed, and we endeavour to provide them a safe, healthy, cultured and competitive environment. We
acknowledge their strengths and, therefore, to enhance their knowledge, we provide regular learning opportunities.
To have a two-way communication with employees, we have platforms like the town hall meeting, face time, fresh eye
sessions etc. so that every employee can interact with the senior management team. Employees are also motivated to
participate in various engagement opportunities that are highlighted in Principle 3.
131
ICRA Limited
Annexure VIII
Customers are the lifeblood of our business and we take pride in providing quality and valued services to them. To
strengthen the relationship with our customers, we have various communication channels. In addition to, having regular
interactions with them we also share insights on recent economic, financial, infrastructure, sectoral matters and other
developments through the ICRA insight-newsletter, seminars and regular webinars.
2. Out of the above, has the company identified the disadvantaged, vulnerable and marginalised stakeholders?
N.A.
3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalised
stakeholders. If so, provide details thereof, in about 50 words or so.
Please refer Principle 8
Principle 5: Businesses should respect and promote human rights
1. Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?
We believe that all employees of ICRA and its subsidiaries have the right to be treated equally with dignity and respect.
We respect human rights and appropriate action is taken in case of infringement. The Company recruits, hires, employs,
trains, promotes and compensates individuals based on job-related qualifications and abilities. ICRA and its subsidiaries
also have a longstanding policy of providing a work environment that respects the dignity and worth of each individual
and is free from all forms of unlawful employment discrimination, including harassment because of race, colour, gender,
age, religion, national origin, citizenship, marital status, sexual orientation, gender identity, genetic information, disability
or any other characteristic protected by law. Our goal is to build an organisational environment that encourages the full
participation of all members of our diverse workforce and enables everyone to use the full range of their talents, skills and
abilities to serve our customers. Unlawful discrimination and harassment, including sexual harassment, discriminatory
harassment, and other workplace conduct prohibited by local law is not tolerated. This prohibition applies to all unlawful
discrimination and harassment occurring in the work environment, whether in the office, at customer-related or ICRA-
related events outside the office, or using Company resources, including electronic mail, voice mail and the internet. If
an employee says that he or she has been subjected to or has witnessed discrimination or harassment in the workplace
by a non-employee, the employee will be informed of the ICRA policy and appropriate corrective action and preventive
steps will be taken.
2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily
resolved by the management?
Please refer to Principle 1 & 3
Principle 6: Businesses should respect, protect, and make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the company or extend to the group/joint ventures/suppliers/contractors/
NGOs/Others?
ICRA and its subsidiaries are committed to complying with all environmental, health and safety laws and regulations of
the country and localities in which we do business. The Company believes it is our obligation to respect the environment
in the worldwide communities where we operate and live. We are committed to operating in a way that protects and
preserves our environment and natural resources and maintains a healthy, safe and environmentally-sound workplace.
2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global
warming, etc? Y/N. If yes, please give hyperlink for webpage etc.
The Company is extremely conscious of its operations and has taken some initiatives in the limited space. We manage
our operations to make optimum use of resources.
132
Annexure VIII
‘E-waste’ (end-of-life electrical and electronic equipment products), given its environmental and health hazards, has
become a long-term, serious social problem and an environmental threat, which needs immediate attention. E-waste
contains toxic and hazardous materials and chemical flame retardants, which has the potential to leak into the soil and
water. To conserve natural resources and energy, needed to produce new electronic equipment from virgin resources,
electronic equipment can be refurbished, reused, and recycled instead of being land filled.
In ICRA, we have pledged to conserve the environment through e-waste management by giving away corporate e-waste
(old computers and peripherals) every year to e-waste management agencies as part of our little contribution to the
environment, our country and its people. The Company also demonstrates its commitment through paper recycling
in partnership with Via. Green, a Government of India (DIPP) approved CSR agency. In this financial year, we have
exchanged 10280 kg paper with office stationery and saved 262 trees. Energy efficiency is not just an isolated effort
by companies to be cost-efficient and ready to compete on the global market – it is also a core target of sustainable
economic, ecological and social management which reflects the Company’s responsibility towards the society. For us,
Green IT has become a key business strategy to help in energy conservation and efficiencies. We have pledged to
conserve energy by an initiative towards paperless online HR system. This is likely to help us reduce the paper footprint,
reduce manual intervention, manual documentation of HR records and help us contribute to our employees, organization
and society. Apart from these, the Company consciously monitors to take steps like using cloud-based servers to reduce
energy consumption, endorsement of various environment awareness campaigns, making use of reusable cups and
plates, encourage employees to make use of platforms like video conferencing and audio chatting, installation of LED
lights etc.
3. Does the company identify and assess potential environmental risks? Y/N
N.A
4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about
50 words or so. Also, if Yes, whether any environmental compliance report is filed?
N.A
5. Has the company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N.
If yes, please give hyperlink for web page etc.
Please refer principle 6 point 2
6. Are the emissions/waste generated by the company within the permissible limits given by CPCB/SPCB for the financial
year being reported?
N.A
7. Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as
on the end of Financial Year.
N.A
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
1. Is your company a member of any trade and chamber or association? If Yes, name only those major ones that your
business deals with:
The Company is a member of various industry associations such as AACRA, ASSOCHAM, FICCI, CII, etc.
2. Have you advocated/ lobbied through the above associations for the advancement or improvement of public good? Yes/
No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development
Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)
No.
133
ICRA Limited
Annexure VIII
Principle 8: Businesses should support inclusive growth and equitable development
1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes
details thereof.
Yes, the Company and its group companies have been undertaking various activities under Corporate Social Responsibility
(“CSR”), in compliance with Section 135 of the Companies Act, 2013 (the “Act”) read with Schedule VII of the Act. The
policy has been laid down and the Annual Plan is prepared and implemented under the guidance of the CSR Committee
of the Company. We aim to impact the lives of people through various education, skill development and environmentally-
sustainable projects. Each programme has its own monitoring system and a mechanism that ensures transparency and
quality. To create a much larger impact, the Company provides ICRA employees a platform to contribute and engage in
the CSR activities. Under the volunteering initiative, we conduct various activities that help in strengthening the projects.
Through this medium we also ensure that each employee is deeply aware of the social concerns and his/her duties
towards society. It helps in embedding social responsibility into the system and hence making the idea of CSR sustainable.
The brief about the projects is as follows:
a) Digital Inclusion for young Aspirants (DIYA): DIYA provides the disadvantaged youth with in-demand employment
skills and provides an opportunity to learn through various technology support. All the course curriculum is uploaded
in a Cloud Learning Management System and is conducted through an online portal, which comprises audio-
video animation and live screen recordings, that make the courses interesting and easy to understand for an
individual. It is a three-month course for a student that focuses on developing the job skill needs. The programme
provides foundation training in IT skills, workplace English and workplace readiness and subject-specific training
like Financial Management, Retail Management, Tally & Hardware and Networking etc. This project was started in
November 2015 with the Anudip Foundation with 120 students and now annually it trains 500 students through two
centres in rural West Bengal.
b) The Residential Camp (RLC): In the rural districts of Rajasthan, the poverty and lack of quality school facilities wean
away many children from schools. This camp is designed to bridge the learning gap and provide an accelerated
curriculum so that these children can complete their education through the one-year residential camp. Over
the period of one cycle, 3 camps are conducted for 55-60 days each. These camps provide basic literacy skills,
operations of maths and personal hygiene, it also focuses on regular health check-ups, co-curricular activities like
sports, cultural programmes like dancing and singing and computer basics. This year ICRA extended its support to
three camps for 100 children. This project is being implemented in collaboration with Seva Mandir.
c) Inclusive Education: The project celebrates the strength of each child by promoting inclusive education for
marginalised children and children with disabilities. The project helps them build their confidence by honing their
latent skills. It is a joint project with the Amar Jyoti Charitable trust in Delhi wherein students are provided with the
constant guidance of special educators and therapists. Beneficiaries are also trained in vocational skills like bakery,
making paper and jute bags, pottery, jewellery-making etc. The regular health check-ups and medical facilities,
barrier-free infrastructure and assistive aids motivates them to continue their education despite various challenges.
The Company also has been providing operational support to the computer lab in the campus to provide children
of cross disabilities with enhanced e-learning opportunities.
d) Sponsorship Project: The other notable projects being run along with Vidya Integrated Development for Youths
and Adults (VIDYA), Gurgaon and Deepalaya, Mewat - provides education to underprivileged children. Under
this project, students are encouraged to achieve their full potential in the academic, creative, physical, emotional,
spiritual and moral sphere.
e) Make a Difference: This project is a collaborative effort of ICRA and the Society for Education Welfare and Economic
Development (SEED) in Mumbai to develop sustainable livelihood and upliftment of socio-economic status of the
underprivileged youth by providing them with job-oriented skill training in the BFSI sector. The project focuses and
contributes in multi-development aspects of the community, which includes youth empowerment, engagement of
community, job-oriented skills enhancement and placements.
134
Annexure VIII
f) Women Entrepreneurship programme: The project has a holistic approach to women’s entrepreneurship
development, incorporating financial education, business management and local livelihood skills. The approach
aims to make these enterprises run by these rural women in Gujrat sustainably by providing skills that utilise local
knowledge and resources so that their house-hold income is enhanced. Friends of WWB, India is the implementing
partner.
g) Lake Restoration project: ICRA, with the main objective of improving & enhancing the water holding capacity of
the Singahalli lake, designed its lake restoration project under its newly incorporated intervention of environment
sustainability. The project will be completed in 2 phases resulting in better cropping patterns, more productivity of
the land, more water-holding capacity and reduction in water wastage near the area.
h) Covid -19 Emergency Initiative: As responsible citizens, we have also contributed a part of our CSR budget to the
PM CARES (Prime Minister’s Citizen Assistance and Relief in Emergency Situations) Fund. Identifying the shortage
and equipment needs in our hospitals following the contribution was done.
2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures
or any other organisation?
Each project is implemented through partners who have the strength, expertise and experience in their respective thematic
areas. The rigorous protocol of conducting due diligence is followed in finalising the like-minded partner. Please refer the
above point to know more about the partners.
3. Have you done any impact assessment of your initiative?
Each CSR project is result-oriented, so a mechanism of reviewing all its initiatives is placed wherein the progress of
each project is assessed on a quantitative and a qualitative parameter along with its overall impact on the beneficiaries.
The desired objectives (performance parameter) of all the projects are stated at the commencement of the project and
regular monitoring, review and course correction measures are taken, if required. This financial year a third-party Impact
assessment analysis and social return on investment was conducted for two of the projects i.e. RLC and DIYA. The report
of the same can be generated on request.
4. What is your company’s direct contribution to community development projects - Amount in INR and the details of the
projects undertaken?
The total expenditure in the financial year 2019-20 is Rs. 238.86 lakh. Please refer CSR Annual Report for more details.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community?
Please explain in 50 words, or so
Community development is the ultimate agenda of all the initiatives undertaken by the Company. The projects are
designed to reflect the need of the beneficiaries. ICRA encourages active participation of the key stakeholders in the
implementation of the projects and ensures sustainability of the programmes.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a
responsible manner
1. What is the percentage of customer complaints/consumer cases pending as on the end of the financial year?
ICRA has only one customer injunction petition in the Madras High Court.
2. Does the company display products information on the product label, over and above what is mandated as per local
laws? Yes/No/N.A / Remarks (additional information)
No
135
ICRA Limited
Annexure VIII
3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising
and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details
thereof, in about 50 words or so.
No
4. Did your company carry out any consumer survey/consumer satisfaction trends?
The Company has not conducted any formal survey in this financial year. However, to measure the consumer satisfaction
level, the Company gets the survey done periodically through an external party. Also, the Company frequently monitors
and receives feedback from the customers through interactions at various forums.
Annexure 1
National Voluntary Guidelines on Social, Environmental & Economic Responsibilities of Business
Principle 1 : Businesses should conduct and govern themselves with ethics, transparency and accountability
Principle 2 : Businesses should provide goods and services that are safe and contribute to sustainability throughout
their lifecycle
Principle 3 : Businesses should promote the well-being of all employees
Principle 4 : Businesses should respect the interest of, and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalised
Principle 5 : Businesses should respect and promote human rights
Principle 6 : Businesses should respect, protect, and make efforts to restore the environment
Principle 7 : Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
Principle 8 : Businesses should support inclusive growth and equitable development
Principle 9 : Businesses should engage with and provide value to their customers and consumers in a responsible manner
136
Annexure IX
Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso
thereto.
1. Details of contracts or arrangements or transactions not on an arm’s length basis:
S. Name(s) of the Nature of Duration of Salient terms of Justification Date(s) of Amount paid as Date on which the
No. related party contracts/ the contracts / the contracts or for entering approval by the advance, if any special resolution
and nature of arrangements/ arrangements/ arrangements into such Board was passed in
relationship transactions transactions or transactions contracts or general meeting
including the arrangements as required under
value, if any or transactions first proviso to
section 188
Nil
2. Details of material contracts or arrangement or transactions on an arm’s length basis:
S. Name(s) of the Nature of contracts/ Duration of Salient terms of Date(s) of approval by Amount paid as
No. related party and arrangements/ the contracts/ the contracts or the Board, if any advance, if any
nature of relationship transactions arrangements/ arrangements or
transactions transactions including the
value, if any
Nil
(Arun Duggal)
Date: July 28, 2020 (DIN: 00024262)
137
Index
Particulars Page .No.
Standalone 139-202
Independent Auditor’s Report 139
Balance Sheet 148
Statement of Changes in Equity 152
Notes to the financial statements 153
Consolidated 203-270
Independent Auditor’s Report 203
Balance Sheet 210
Statement of Changes in Equity 214
Notes to the financial statements 215
138
Independent Auditor’s Report
To the Members of ICRA Limited
Report on the Audit of the Standalone Financial Statements

Qualified Opinion
We have audited the Standalone Financial Statements of ICRA Limited (“the Company”), which comprise the Standalone Balance
Sheet as at 31 March 2020, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone
Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone
Financial Statements, including a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except for the effects/ possible
effects, if any, of the matter described in the “Basis for Qualified Opinion” section of our report, aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the State of Affairs of the Company as at 31 March
2020, and Profit and Other Comprehensive Income, Changes in Equity and its Cash Flows for the year ended on that date.

Attention is drawn to note 29 of the Standalone Financial Statements, wherein it is explained that the Company is in the process
of addressing certain ongoing matters.
First, in respect of an adjudication proceeding (“Adjudication Proceeding”) initiated by the Securities and Exchange Board of India
(“SEBI”) in relation to the credit ratings assigned to one of the Company’s customers and the customer’s subsidiaries, SEBI issued
an order imposing a penalty of INR 25 lakh under section 15HB of the SEBI Act, 1992 on the Company. Further, SEBI issued a
Show Cause Notice (“SCN”) for enhancement of penalty amount. The Company has filed an appeal challenging the adjudication
order before the Securities Appellate Tribunal (the “SAT”) and deposited the penalty amount of INR 25 lakh without prejudice to
such appeal. The said appeal is pending before the SAT. The Company has also been cooperating with government agencies and
Second, the Board of Directors (“Board”) had appointed external experts to examine and report on anonymous representations
making certain allegations against two former officials, which were forwarded to the Company by SEBI (“Representations”). During
the examination of the aforesaid Representations, certain counter allegations were made by one of the two former officials, for
which the Board appointed a second set of external experts to examine such allegations.
officials was not in conformity with certain applicable regulations and Company policies relating to credit rating activities. The
aforesaid officials are no longer in the employment of the Company. The external experts have expressed that no evidence was
found suggesting ex-facie that the ratings examined as part of the examination were inflated (i.e. were unsupported by ratings
analysis). Further, as per external experts, this is subject to the limitation that the determination of whether or not any ratings are
supported by ratings analysis, is a qualitative technical matter that was beyond the scope of the examination as the examination
was not aimed at reviewing the appropriateness of rating opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate any material
deficiencies with applicable regulations and Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is in the process of
taking steps with regard to the outcome of the examinations.
Third, the Company directly received another anonymous representation during the year ended 31 March 2020 against certain of
its existing officials and the examination thereof is in progress.
15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group. As informed to us, the Company
had submitted its responses to SEBI on such observations dated 14 August 2019 and there has been no further development in
this matter.
While the Company has made a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding, the
impact of uncertainties arising from SEBI’s powers against non-compliances of aforesaid regulatory framework and other matters
stated above are currently unascertainable. Consequently, we are unable to estimate the impact, if any, that may result from a
conclusion of these matters or any related inquiry, on the Standalone Financial Statements for the year ended 31 March 2020.
139
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditors’ Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial
Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion on the Standalone Financial Statements.
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In
addition to the matter described in the Basis for Qualified Opinion section, we have determined that the matter described below
to be the key audit matters to be communicated in our report:
Description of Key Audit Matter

a) Revenue recognition
See note 3.2 to the Standalone Financial Statements

The key audit matter How the matter was addressed in our audit
The revenue relating to rating and grading, where customers’ Our audit procedures included:
acceptance is required, is recognized upon issuance of press
release or disclosure of unaccepted ratings on the Company’s • Evaluation of the design and implementation and operating
website. For other cases, revenue is recognized upon transfer effectiveness of internal controls relating to revenue
of control of promised services to the customers. recognition process.
• On selected sample of contracts, tested revenue recognition,
There is a risk that revenue is recognized for all services before and our procedures included:
the transfer of control of the service to customer is completed. - evaluating the identification of performance obligations;
- considering the terms of the contracts to determine the
transaction price; and
- inspection of the date of transfer of control of service
and recording of revenue at an appropriate date.
• Tested revenue recognition for cut-off transactions on
sample basis to assess whether the customer has obtained
the control of service and whether the timing of revenue
recognition is appropriate.
• Assessed the adequacy of the disclosures in accordance
with the relevant accounting standard.
Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information comprises
the information included in the Company’s annual report, but does not include the Standalone Financial Statements and our
auditor’s report thereon. The Company’s Annual Report is expected to be made available to us after the date of the Auditor’s
Report.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
Management’s and Board of Directors’ Responsibility for the Standalone Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these Standalone Financial Statements that give a true and fair view of the State of Affairs, Profit/
Loss and Other Comprehensive Income, Changes in Equity and Cash Flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the
Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
140
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Management and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with reference to Standalone Financial Statements in place and the
operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures in the Standalone Financial Statements made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and
whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
141
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of
section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
2. (A) As required by Section 143(3) of the Act, we report that:
a) Except for the effects of restricted access and limited information provided to us with respect to underlying documents
supporting the work of the external experts and the effects of the matter described in the Basis for Qualified Opinion
paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income),
the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report
are in agreement with the books of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under section 133 of the
Act.
e) Based on the legal opinions obtained by the Company from reputed external counsels, the Company does not foresee
an action from the regulator(s) that could adversely affect the functioning of the Company. However, in our opinion, the
matter described in the Basis for Qualified Opinion paragraph above, may have an adverse effect on the functioning
of the Company.
f) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the
Board of Directors, none of the directors is disqualified as on 31 March 2020 from being appointed as a director in
terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its
Standalone Financial Statements – Refer Note 28 and 29 to the Standalone Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company; and
iv. The disclosures in the Standalone Financial Statements regarding holdings as well as dealings in specified bank notes
during the period from 8 November 2016 to 30 December 2016 have not been made in these Standalone Financial
Statements since they do not pertain to the financial year ended 31 March 2020.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16):
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to
its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) which are required to be commented upon by us.
For B S R & Co. LLP

Shashank Agarwal
Partner
ICAI UDIN: 20095109AAAAEO6130
Place: Gurugram
Date: 14 July 2020
142
Annexure A referred to in our Independent Auditor’s Report to the Members of ICRA

Limited on the Standalone Financial Statements for the year ended 31 March 2020
(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing
full particulars, including quantitative details and situation of fixed assets (property, plant and equipment).
(b) According to the information and explanations given to us, the Company has a regular programme of physical
verification of its fixed assets by which fixed assets are verified in a phased manner over a period of two years. In
our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the
nature of its assets. However, the Company has not carried out such physical verification of its fixed assets during
the year ended 31 March 2020. As informed to us, no material discrepancies were noticed on such verification in
the previous year.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the title deeds of immovable properties are held in the name of the Company.
(ii) According to the information and explanations given to us, the Company is a service company, primarily rendering rating,
research and other services to corporate and non-corporate customers. Accordingly, it does not hold any inventories.
Thus, paragraph 3(ii) of the Order is not applicable.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured,
to companies or other parties covered in the register maintained under Section 189 of the Act. Further, there are no firms
and limited liability partnerships covered in the register required under Section 189 of the Act. Accordingly, para 3(iii) of
the Order is not applicable.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, there are no loans, investments, guarantees, and security where provisions of Section 185 and 186 of the Act
are required to be complied with. Accordingly, paragraph 3(iv) of the Order is not applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits covered under
Section 73 to 76 of the Act.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance
of cost records by the Company under sub-section (1) of Section 148 of the Act for any of the activities carried out by the
Company.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including
Provident Fund, Employees’ State Insurance, Income-tax, Goods and Services tax, Cess and other material statutory
dues as applicable, have generally been regularly deposited during the year by the Company with the appropriate
authorities though there has been a slight delay in a few cases. As explained to us, the Company did not have any
dues on account of Duty of customs.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident
Fund, Employees’ State Insurance, Income-tax, Goods and Services tax, Cess and other material statutory dues
as applicable to it, were in arrears as at 31 March 2020 for a period of more than six months from the date they
became payable.
Also refer note 28 of the Standalone Financial Statements, wherein, it is explained that on account of the uncertainty
with respect to the applicability of the Hon’ble Supreme Court Judgement on the provident fund matter, management
has not recognized and deposited any additional provident fund amount with respect to the previous years.
(b) According to the information and explanations given to us, there are no dues in respect of Goods and Services tax,
Sales tax, and Value added tax which have not been deposited with the appropriate authorities on account of any
dispute. However, according to the information and explanation given to us, the following dues of Income-tax and
Service tax have not been deposited by the Company on account of disputes:
143
Name of the Nature of Amount in Payment Period to which Forum where dispute is
statute dues (Rupees in under protest the amount pending
lakhs) * in (Rupees in relates
lakhs)
Income Tax Act, 1961 Income Tax 19.97 Nil F.Y. 2000 – 2001 The Assessing Officer
0.44 Nil F.Y. 2002 – 2003
2.00 Nil F.Y. 2003 – 2004
278.62 Nil F.Y. 2010 – 2011 Income Tax Appellate

Tribunal
462.04 Nil F.Y. 2011 – 2012
366.93 Nil F.Y. 2013 – 2014
66.82 Nil F.Y. 2014 – 2015
53.18 Nil F.Y. 2015 – 2016
262.15 Nil F.Y. 2012 – 2013 The Commissioner Income

Tax (Appeals)
438.80 Nil F.Y. 2016 – 2017
41.96 Nil F.Y. 2003 – 2004 High Court
Finance Act, 1994 Service Tax 1.99 Nil F.Y. 2001 – 2002 Assistant Commissioner of
Central Excise
11.40 11.40 F.Y 2001 – 2002 The Commissioner (Appeals)

to 2004 – 2005 of Central Excise
* Amount as per demand orders including interest and penalty, wherever indicated in the order.
According to the information and explanations given to us, the Company did not have any dues on account of Duty of
excise and Duty of customs.
(viii) According to the information and explanations given to us, the Company did not have any outstanding dues to any
financial institutions, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the
Order is not applicable.
(ix) According to the information and explanations given to us, the Company did not raise any money by way of initial public
offer or further public offer (including debt instruments) and did not have any term loans outstanding during the year.
Accordingly, paragraph 3(ix) of the order is not applicable.
(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its
officers or employees has been noticed or reported during the year. However, attention is invited to “Basis for Qualified
Opinion” section of our Audit Report on the Standalone Financial Statements for the year ended 31 March 2020, which
deals with certain ongoing matters. The consequences (if any) which may arise in the future upon conclusion of such
ongoing matters have not been considered for reporting under this clause.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company,
the managerial remuneration has been paid/ provided by the Company in accordance with provisions of Section 197
read with Schedule V of the Act.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph
3(xii) of the Order is not applicable.
144
(xiii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the transactions with the related parties are in compliance with Section 177 and 188 of the Act where
applicable and the details have been disclosed in the standalone financial statements, as required by the applicable
accounting standards.
(xiv) According to information and explanations given to us, the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order
is not applicable.
(xv) According to information and explanations given to us, the Company has not entered into any non-cash transactions with
directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) According to information and explanations given to us, the Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934.
For B S R & Co. LLP

Shashank Agarwal
Partner
Place: Gurugram
Date: 14 July 2020
145
Annexure B to the Independent Auditor’s report on the Standalone Financial

Statements of ICRA Limited for the year ended 31 March 2020
Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Adverse Opinion
We have audited the internal financial controls with reference to Standalone Financial Statements of ICRA Limited (“the
Company”) as of 31 March 2020 in conjunction with our audit of the Standalone Financial Statements of the Company for
the year ended on that date.
In our opinion, because of the effects/possible effects, if any, of the material weaknesses described below on the achievement
of the objectives of the control criteria, the Company has not maintained adequate internal financial controls with reference
to Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements
were not operating effectively as at 31 March 2020, based on the internal financial controls with reference to Standalone
Financial Statements criteria established by the Company considering the essential components of such internal controls stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (the “Guidance Note”).
We have considered the material weaknesses identified and reported below in determining the nature, timing, and extent of
audit tests applied in our audit of the Standalone Financial Statements of the Company for the year ended 31 March 2020
and the material weaknesses have affected our opinion on the said Standalone Financial Statements and we have issued a
qualified opinion on the said Standalone Financial Statements.
Basis for Adverse Opinion

As explained inter-alia in the “Basis for Qualified Opinion” section of our Audit Report on the Standalone Financial Statements
for the year ended 31 March 2020, pursuant to examinations by the external experts appointed by the Board of Directors of
the Company of anonymous representations received by the Company, non-compliances of certain applicable regulations
and Company policies relating to credit rating activities, including override of certain internal controls by senior management
officials, have been identified, which indicates that the control environment was ineffective as at 31 March 2020. This could
potentially result in legal/ penal implications on the Company. The Company is in the process of undertaking remedial
steps over a defined period of time towards strengthening its control environment. Pending the outcome of aforesaid non-
compliances and conclusion of certain other ongoing matters, the completeness of identification of control deficiencies cannot
be ascertained.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Management’s and Board of Directors’ Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and maintaining Internal Financial
Controls based on the Internal Financial Controls with reference to Standalone Financial Statements criteria established by
the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to
as “the Act”).
Our responsibility is to express an opinion on the Company’s Internal Financial Controls with reference to Standalone Financial
Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing,
prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to
Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Controls with
reference to Standalone Financial Statements were established and maintained and whether such controls operated effectively
in all material respects.
146
Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Controls
with reference to Standalone Financial Statements and their operating effectiveness. Our audit of Internal Financial Controls
with reference to Standalone Financial Statements included obtaining an understanding of such Internal Financial Controls,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of the
internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit
opinion on the Company’s Internal Financial Controls with reference to Standalone Financial Statements.
Meaning of Internal Financial controls with Reference to Standalone Financial Statements

A Company’s Internal Financial Controls with reference to Standalone Financial Statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external
purposes in accordance with generally accepted accounting principles. A Company’s Internal Financial Controls with
reference to Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of
recordsthat, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being
made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets
that could have a material effect on the Standalone Financial Statements.
Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements
Because of the inherent limitations of Internal Financial Controls with reference to Standalone Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls with reference to Standalone
Financial Statements to future periods are subject to the risk that the Internal Financial Controls with reference to Standalone
Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
For B S R & Co. LLP

Shashank Agarwal
Partner
Place: Gurugram
Date: 14 July 2020
147
ICRA Limited
Balance Sheet as at March 31, 2020

(All amounts in Rupees lakh, except share data, per share data and where otherwise stated)
Particulars Note As at As at
No. March 31, 2020 March 31, 2019
I. ASSETS
(1) Non-current assets
(a) Property, plant and equipment 4 2,879.24 1,065.00
(b) Intangible assets 5 2.52 3.48
(c) Intangible assets under development 188.18 126.73
(d) Financial assets
(i) Investments 6.1 5,118.64 13,094.32
(ii) Loans 7.1 379.17 370.21
(iii) Other financial assets 8.1 775.35 2,490.57
(e) Deferred tax assets (net) 9 417.20 399.74
(f) Non-current tax asset (net) 10 742.01 722.45
(g) Other non-current assets 11.1 11.58 302.23
Total non-current assets 10,513.89 18,574.73
(2) Current assets
(a) Financial assets
(i) Investments 6.2 7,969.99 7,747.76
(ii) Trade receivables 12 3,339.31 1,942.56
(iii) Cash and cash equivalents 13 148.07 1,266.18
(iv) Bank balances other than (iii) above 14 43,376.35 32,628.13
(v) Loans 7.2 21.93 29.43
(vi) Other financial assets 8.2 2,186.75 1,933.79
(b) Other current assets 11.2 805.28 539.85
(c) Assets held for sale 27.74 27.74
Total current assets 57,875.42 46,115.44
Total assets 68,389.31 64,690.17
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity share capital 15 965.12 965.12
(b) Other equity 16 57,287.92 53,859.47
Total equity 58,253.04 54,824.59
Liabilities
(2) Non-current liabilities
(a) Financial liabilities
(i) Other financial liabilities 17.1 1,588.55 148.81
(b) Provisions 18.1 152.57 139.29
(c) Other non-current liabilities 19.1 - 0.27
Total non-current liabilities 1,741.12 288.37
(3) Current liabilities
(i) Trade payables 20
(A) T otal outstanding dues of micro and small enterprises: 10.37 1.53
and
(B) Total outstanding dues other than micro and small 928.18 475.63
enterprises
(ii) Other financial liabilities 17.2 687.74 1,442.36
(b) Provisions 18.2 1,547.99 2,055.17
(c) Current tax liabilities (net) 21 107.47 139.96
(d) Other current liabilities 19.2 5,113.40 5,462.56
Total current liabilities 8,395.15 9,577.21
Total liabilities 10,136.27 9,865.58
Total equity and liabilities 68,389.31 64,690.17
Significant accounting policies 3
The notes referred to above form an integral part of the financial statements.
As per our report of even date attached For and on behalf of the Board of Directors of ICRA Limited
For B S R & Co. LLP

ICAI Firm Registration No.: 101248W/W-100022 Amit Kumar Gupta Arun Duggal
Whole-time Director & Chairman
Shashank Agarwal General Counsel (DIN: 00024262)
Partner (DIN: 00352927)
Vipul Agarwal S. Shakeb Rahman
Place: Gurugram Interim Chief Operating Officer & Company Secretary
Dated: July 14, 2020 Group Chief Financial Officer
148
ICRA Limited
Statement of Profit and Loss for the year ended March 31, 2020
Particulars Note For the year For the year ended

No. ended March 31, March 31, 2019
2020
I Revenue from operations 22, 44 20,778.26 23,013.83
II Other income 23 4,057.40 4,452.79
III Total income (I+II) 24,835.66 27,466.62
Expenses
IV Employee benefit expenses 24 10,510.73 10,742.49
V Finance costs 25 166.22 3.32
VI Depreciation and amortisation expense 26 537.64 243.42
VII Other expenses 27 4,415.87 3,370.72
VIII Total expenses (IV to VII) 15,630.46 14,359.95
IX Profit before tax (III-VIII) 9,205.20 13,106.67
Tax expense: 9
Current tax 2,706.57 3,471.77
Deferred tax 0.65 37.60
X Total tax expense 2,707.22 3,509.37
XI Profit after tax (IX-X) 6,497.98 9,597.30
Other comprehensive income
(i) Items that will not be reclassified to profit or (loss) 33, 42 (71.95) (32.61)
(ii) Income tax relating to items that will not be reclassified to
9 18.11 9.50
profit or loss
XII Other comprehensive income, net of income tax (53.84) (23.11)
XIII Total comprehensive income for the year (XI+XII) 6,444.14 9,574.19
XIV Earnings per share (Rupees)
31
(face value of Rupees 10 per share):
1) Basic 67.55 98.36
2) Diluted 67.55 98.32
For B S R & Co. LLP

149
ICRA Limited
Cash Flow Statement for the year ended March 31, 2020
Particulars For the year For the year ended

ended March 31, March 31, 2019
2020
A. Cash flow from operating activities
Profit before tax 9,205.20 13,106.67
Adjustments for
Depreciation and amortisation expense 537.64 243.42
Bad debts/ advances written off (net of provisions) 213.71 136.96
Loss on sale/ write off of property, plant and equipment (net) 0.43 -
Interest on lease liabilities 164.75 -
Other interest costs 1.47 3.32
Short term lease rentals 18.44 -
Long term individual payout funded through Trust (Refer note 16 a) 474.83 279.95
Interest income on fixed deposits (3,013.67) (2,224.80)
Interest income on investments (639.27) (428.65)
Gain on financial assets carried at FVTPL (net) (314.52) (1,116.82)
Advances received from customers written back (178.91) (195.97)
Dividend from subsidiary companies (21.47) (550.51)
Profit on sale of property, plant and equipment (net) - (63.96)
Adjustment on adoption of Ind AS 115 - (146.94)
Operating cash flow before changes in operating assets and 6,448.63 9,042.67
liabilities
Adjustments for changes in operating assets and liabilities
(Increase)/ decrease in trade receivables (1,609.79) 385.45
(Increase)/ decrease in loans (1.46) (181.55)
(Increase)/ decrease in other financial assets (109.08) 19.51
(Increase)/ decrease in other assets (313.76) (425.34)
Increase/ (decrease) in trade payables 461.39 137.75
Increase/ (decrease) in other financial liabilities (1,085.00) 739.02
Increase/ (decrease) in other liabilities (170.52) (226.62)
Increase/ (decrease) in provisions (565.85) (14.42)
Cash generated from operations before tax 3,054.56 9,476.47
Taxes paid, net of refund (2,757.55) (3,435.45)
Net cash generated from operating activities (A) 297.01 6,041.02
B. Cash flow from investing activities
Purchase of property, plant and equipment, intangible assets and intangible (146.22) (242.62)
assets under development including capital advances
Sale proceeds from property, plant and equipment and intangible assets 10.25 455.87
Sale proceeds from redemption/ disposal of mutual funds 8,290.20 18,351.27
Investment (made in)/ redemption in corporate deposits (net) (222.23) (1,568.01)
Interest received on investments 653.21 480.50
(Increase)/ decrease in fixed deposits (having maturity of more than three (9,040.68) (13,807.22)
months), (net)
Interest received on fixed deposits 2,870.51 1,385.56
Dividend received from subsidiary companies 12.75 547.32
Net cash generated/ (used) in investing activities (B) 2,427.79 5,602.67
150
ICRA Limited
Statement of Profit and Loss for the year ended March 31, 2020
Particulars For the year For the year ended

ended March 31, March 31, 2019
2020
C. Cash flow from financing activities
Payment towards buy back of shares (Refer note 41) - (8,539.88)
Payment of lease liabilities (174.04) -
Interest paid on lease liabilities (164.75) -
Short term lease rentals (18.44) -
Dividend paid (2,895.37) (2,970.99)
Dividend distribution tax paid (595.15) (500.29)
(Decrease)/ increase in unclaimed dividend 4.84 (0.21)
Net cash generated (used) in financing activities (C) (3,842.91) (12,011.37)
Net increase/ (decrease) in cash and cash equivalents (A+B+C) (1,118.11) (367.68)
Add: Cash and cash equivalents at the beginning of year 1,266.18 1,633.86
Cash and cash equivalents at the end of the year 148.07 1,266.18
Components of cash and cash equivalents (Refer note 13)

Cash on hand 2.38 1.81
Balances with banks
In current accounts 145.69 1,264.37
Cash and cash equivalents at the end of the year 148.07 1,266.18
Note:
Cash Flow Statement has been prepared under the indirect method as set out in the Ind AS 7 ‘’Statement of Cash Flows”.
Significant accounting policies (Refer note 3)
For B S R & Co. LLP

151
ICRA Limited
152
Statement of Changes in Equity for the year ended March 31, 2020
Particulars Note Attributable to equity shareholders Total

No. Equity Other equity equity
share Reserves and surplus Items of OCI
capital Capital Securities Capital Share based General Retained Remeasurement
reserve premium redemption payment reserve earnings of defined
reserve reserve benefit
obligations
Opening balance as at April 01, 2018 990.33 - 5,078.29 9.67 97.91 11,166.12 39,813.37 (69.93) 57,085.76
Adjustment on adoption of Ind AS 115, net of (104.15) (104.15)
tax
Opening balance after adjustment of Ind AS 115 990.33 - 5,078.29 9.67 97.91 11,166.12 39,709.22 (69.93) 56,981.61
Profit after tax 9,597.30 9,597.30
Other comprehensive income, net of tax (23.11) (23.11)
Total comprehensive income for the year 9,597.30 (23.11) 9,574.19
Options exercised 35 95.53 (95.53) -
Options lapsed 35 (2.38) 2.38 -
Buyback of equity shares/ capital redemption 41 (25.21) (5,173.82) 25.21 (3,366.06) (8,539.88)
reserve
Dividend on equity shares 32 (2,970.99) (2,970.99)
Dividend distribution tax 32 (500.29) (500.29)
Capital reserve created during the year 279.95 279.95
Closing balance as at March 31, 2019 965.12 279.95 - 34.88 - 7,802.44 45,835.24 (93.04) 54,824.59
Opening balance as at April 01, 2019 965.12 279.95 - 34.88 - 7,802.44 45,835.24 (93.04)54,824.59
Other comprehensive income, net of tax (53.84) (53.84)
Dividend on equity shares 32 (2,895.37) (2,895.37)
Dividend distribution tax 32 (595.15) (595.15)
Capital reserve created during the year 16 (a) 474.83 474.83
Closing balance as at March 31, 2020 965.12 754.78 - 34.88 - 7,802.44 48,842.70 (146.88) 58,253.04
For B S R & Co. LLP

ICRA Limited
Notes to the financial statements for the year ended March 31, 2020
1 Corporate information
ICRA Limited (formerly Investment Information and Credit Rating Agency of India Limited) (‘the Company’) was set
up in 1991 by leading financial/ investment institutions, commercial banks and financial services companies as an
independent and professional Investment Information and Credit Rating Agency. ICRA is a public limited Company
incorporated and domiciled in India, with its registered office in New Delhi. It is listed on BSE Limited and the National
Stock Exchange of India Limited. It has various subsidiaries involved in rating, management consulting and outsourcing
and information services etc.
2 Basis of preparation
The financial statements have been prepared in accordance with Indian Accounting Standards (referred to as “Ind AS”)
as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Companies (Indian Accounting Standards)
Rules 2015 and other relevant provisions of the Act.
These financial statements have been prepared on the historical cost basis and on an accrual basis, except for certain
financial instruments which are measured at fair values at the end of each reporting period, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services.
In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or
liability that market participants would take into account when pricing the asset or liability at the measurement date. Fair
value for measurement and/or disclosure purpose in these financial statements is determined on such a basis, except for
share-based payment transactions that are within the scope of Ind AS 102 Share-based Payments and measurements
that have some similarities to fair value but are not fair value, such as ‘value in use’, in Ind AS 36 Impairment of assets.
These financial statements are presented in Indian Rupees (Rs) which is also the Company’s functional currency. All
amounts have been rounded-off to the nearest lakh and upto two decimal places, unless otherwise stated.
The financial statements were authorised for issue by the Company’s Board of Directors on July 14, 2020.
2.1 Use of estimates, judgements and assumptions
In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of income, expenses, assets and liabilities, Actual results
may differ from these estimates and assumptions.
Estimate and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised
prospectively.
The Company has identified the following areas where significant judgements, estimates and assumptions are required.
Further information on each of these areas and how they impact the various accounting policies are described below and
in the relevant notes to the financial statements. Changes in estimates are accounted for prospectively.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which
have the most significant effect on the amounts recognized in the financial statements.
a) Provisions and contingent liabilities
The Company estimates the provisions that have present obligations as a result of past events and it is probable that
outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting
period and are adjusted to reflect the current best estimates.
153
ICRA Limited
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including
legal, contractual and other claims. By their nature, contingencies will be resolved only when one or more uncertain
future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently
involves the exercise of significant judgements and the use of estimates regarding the outcome of future events.
b) Revenue recognition
In case of initial rating a portion of the fee is allocated towards first year surveillance based on management’s estimate.
Surveillance fees from second year onwards is recognised when there is reasonable certainty of collection. The assessment
of reasonable certainty involves exercise of significant judgements on client co-operation for surveillance which includes
receipt of information for performing surveillance rating and realisation of fees.
c) Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification
of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered
by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an
option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the
Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease,
it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option
to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a
change in the non-cancellable period of a lease.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a
portfolio of leases with similar characteristics.
Assumptions and estimation uncertainties
The key assumptions concerning the future uncertainty at the reporting date that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
i) Impairment of non-financial assets and investment in subsidiaries
Non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any
such indication exists, then the asset’s recoverable amount is estimated. For impairment testing, assets that do not generate
independent cash inflows are grouped together into cash-generating units (CGUs). Each CGU represents the smallest
group of assets that generates cash inflows that are largely independent of cash inflows of other assets or CGU’s.
Investment in subsidiaries are tested for impairment at least annually or when events occur or changes in circumstances
indicate that the recoverable amount of the asset or CGU’s to which these pertain is less than its carrying value.
The recoverable amount of a CGU or an asset is the higher of its fair value less costs of disposal and its value in use.
Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the CGU or asset.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples and other available fair
value indicators.
154
ICRA Limited
ii) Impairment of financial assets
The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The
Company uses judgements in making these assumptions and selecting the inputs to the impairment calculation, based on
Company’s history, existing market conditions as well as forward looking estimates at the end of each reporting period.
iii) Defined benefit plans
The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are
determined using actuarial valuations. An actuarial valuation involves various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases, withdrawal
rate and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
iv) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based
on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted
cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such
as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value
of financial instruments.
v) Recognition of deferred tax assets
Deferred tax assets are recognised for temporary differences and unused tax losses to the extent that it is probable
that taxable profit will be available against which they can be used. Significant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.
2.2 Fair value measurement
The Company measures both its financial and non-financials assets and liabilities such as investments, security deposits,
loan to staff, trade payables, payable to employees etc. at fair value at each balance sheet date using valuation techniques.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, in their best economic interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
155
ICRA Limited
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.
3 Significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements.
These policies have been consistently applied to all the years presented, unless otherwise stated.
3.1 Current versus non-current classification
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and
other criteria set out in the Division II of Schedule III to the Act.
Based on the nature of activities of the Company, the Company has determined its operating cycle as twelve months for
the purpose of classification of its assets and liabilities as current and non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
3.2 Revenue recognition
The Company earns revenue primarliy from the rating, grading, surveillance and other services.
The first year rating and grading fees includes free surveillance for first twelve months or the period of instrument,
whichever is shorter, from the date of rating and grading. A portion of the fee is allocated towards first year free
surveillance based on management’s estimate. The revenue related to initial rating and grading is recognised upon
issuance of press release or disclosure of unaccepted ratings on the Company’s website. Surveillance fee, to the extent
of reasonable certainty of collection, is recognised over the surveillance period (ignoring fractions of months).
For other services, revenue is recognized upon transfer of control of promised services to the customers.
Unearned revenue represents advance billing for which services have not been rendered.
Unbilled revenue represents services rendered for which invoices are yet to be raised.
Out of pocket expenses which are recoverable from customers, are recognised both as expenditure and revenue.
3.3 Other income
Dividend income is recognised when the unconditional right to receive the income is established, which is generally when
shareholders approve the dividend.
Interest income on bank deposits is recognised using effective interest rate, on time proportionate basis.
For accounting policy on income from other financial instruments refer para 3.4.
156
ICRA Limited
3.4 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Initial recognition and measurement
Trade receivable and debt securities are initially recognised when they are originated. All other financial assets and
financial liabilities are initially recognised when the Company became party to the contractual provision of the instrument.
A financial asset or financial liability is initially recognised at fair value plus, for an item not at fair value through profit or
loss (FVTPL), transaction costs that are directly attributable its acquisition or issue.
Classification and subsequent measurement
Financial assets
On initial recognition, financial asset is classified as measured at:
- Amortised cost
- Fair value through other comprehensive income (FVTOCI) – debt investments
- FVTOCI – equity investments or
- FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company
changes its business model for mapping of financial assets.
A financial asset is measured at the amortised cost if both of the following conditions are met and is not designated as
at FVTPL
- the asset is held within a business model whose objective is to hold assets and collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
A ‘debt investment’ is measured at FVTOCI if both of the following conditions are met and is not designated as at FVTPL:
- the assets is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling the financial assets; and
- the contractual term of the financial asset give rise on specified dates to cashflows that are solely payments of principal
and interest on the principal amount outstanding.
On initial recognition of an equity investments that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment’s fair value in Other comprehensive income (OCI) (designated as FVTOCI – equity
investment). This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at FVTPL.
157
ICRA Limited
Subsequent measurement and gains and losses
Financial assets at amortised cost These assets are subsequently measured at amortised cost using effective interest
method. The amortised cost is reduced by impairment losses. Interest income and
impairment are recognised in profit and loss. Any gain or loss on derecognition is
recognised in profit and loss.
Debt investments at FVTOCI These assets are subsequently measured at fair value. Interest income under effective
interest method and impairment are recognised in profit and loss. Other net gains
and losses are recognised in OCI. On derecognition, gains and losses accumulated
in OCI reclassified to profit and loss.
Equity investments at FVTOCI These assets are subsequently measured at fair value. Dividend are recognised as
income in profit and loss unless the dividend clearly represents recovery of part of
the cost of the investment. Other net gains and losses are recognised in OCI and are
not reclassified to profit and loss.
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including
any interest or dividend income are recognised in profit and loss.
Financial liabilities:
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL if it is
classified as held-for-trading, or it is designated as such on initial recognition. Financial liabilities are measured at fair
value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities
are measured at amortised cost using effective interest method. Interest expense and foreign exchange gains or losses (if
any) are recognised in profit and loss. Any gain or loss on derecognition is also recognised in profit and loss.
Derecognition
Financial assets
The Company derecognises a financial asset when:
- the rights to receive cash flows from the asset have expired, or
- the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that
case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured
on a basis that reflects the rights and obligations that the Company has retained.
Financial liabilities
The Company derecognises a financial liability when the obligation under the liability is discharged or cancelled or
expired. When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the Statement of Profit and Loss.
158
ICRA Limited
Offsetting
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
3.5 Property, plant and equipment
Recognition and measurement
Property, plant and equipment and capital work in progress are measured at cost less accumulated depreciation and
accumulated impairment losses, if any.
Cost of an item of property, plant and equipment comprise of its purchase price, including import duties and non-
refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item
to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the
site on which it is located.
The cost of self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and
any other cost directly attributable to bring the item to working condition for its intended use, and estimated costs of
dismantling and removing the item and restoring the site on which it is located.
If significant parts of an item of property, plant and equipment have different useful life, then they are accounted for as
separate item of property, plant and equipment.
An item of property, plant and equipment or any significant part initially recognised is derecognised upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in the Statement of Profit and Loss when the asset is derecognised.
Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefit of associated with the
expenditure will flow to the Company. All other expenditure is recognised in the Statement of Profit and Loss.
Depreciation
Depreciation is calculated on cost of item of property, plant and equipment less their estimated residual value over
their estimate useful lives using written down value method and is recognised in the Statement of Profit and Loss. Assets
acquired under leasehold improvements are depreciated using straight line method over the primary period of the lease
or useful life of the assets whichever is shorter. The primary lease period for this purpose includes any lease period
extendable at the discretion of the lessee.
The estimated useful lives of items of property, plant and equipment are as follows:
Asset Useful life as per schedule II (in years)

Buildings 60
Computers and data processing units (including Servers, Network) 3-6
Furniture and fittings 10
Office equipment 5
Electrical installation and equipment 10
Vehicles 8
159
ICRA Limited
Depreciation method, useful lives and residual value are reviewed at each financial year-end and adjusted if appropriate.
Management believes that its estimates of useful lives as given above, represents the period over which management
expects to use these assets.
Depreciation on addition/ disposal is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready to use
(disposed of).
Assets individually costing up to Rs. 5,000 are fully depreciated in the year of purchase.
3.6 Intangible assets
Intangible assets acquired separately are initial measured at cost. Such intangible assets are subsequently measured at
cost less accumulated amortization and accumulated impairment losses (if any).
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates. All other expenditure is recognised in the Statement of Profit and Loss.
Amortisation
Amortisation is calculated to write off the cost of the intangible assets over their estimated useful lives using the written
down value method, and is included in depreciation and amortisation in the Statement of Profit and Loss.
The estimated useful lives of items of intangible assets is as follows:
Asset Useful life (in years)

Computer softwares 10
Amortisation method, rate and residual value are reviewed at each financial year-end and adjusted if appropriate.
Amortisation on addition/ disposal is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready to use
(disposed of).
Intangible assets under development
Identifiable intangible assets under development are recognised when the Company controls the asset, it is probable
that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably
measured. Intangible assets under development is measured at historical cost and not amortised. These assets are tested
for impairment on annual basis.
3.7 Leases
Effective 1 April 2019, the Company has applied Ind AS 116, ‘Leases’. Ind AS 116 replaces Ind AS 17 – Leases and related
interpretation and guidance. The standard sets out principles for recognition, measurement, presentation and disclosure
of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting
model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless
the underlying asset is of low value. The Company has applied Ind AS 116 using the modified retrospective approach.
As a result, the comparative information has not been restated.
160
ICRA Limited
The Company’s significant lease arrangements are primarily in respect of office premises. The Company, at the inception
of a contract, assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a time in exchange for a consideration. This policy has been
applied to contracts existing and entered into on or after 1 April 2019.
Company as a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease
incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the Company’s incremental borrowing rate. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount
expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will
exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount
of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease
term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with
these leases as an expense over the lease term.
The Company has applied the practical expedient to grandfather the definition of a lease on transition. This means that it
has applied Ind AS 116 to all the contracts entered into before 1 April 2019 and identified as leases in accordance with
Ind AS 17.
In the comparative period, operating lease payments are recognised as an expense in the Statement of Profit and Loss
on a straight-line basis over the lease term unless the payments are structured to increase in line with expected general
inflation to compensate for the lessor’s expected inflationary cost increases.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of an asset
are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and
is included in other income in the statement of profit or loss due to its operating nature.
Rental income arising from sub-leasing of office premises is accounted for on a straight-line basis over the lease terms
and is included in other income in the statement of profit and loss.
3.8 Investment in subsidiaries
Investment in subsidiaries is carried at cost less impairment as per Ind AS 27 Consolidated and Separate Financial
Statements. On disposal of investment in subsidiaries, the difference between net disposal proceeds and the carrying
amounts are recognised in the Statement of Profit and Loss.
161
ICRA Limited
3.9 Impairment
Impairment of financial instruments
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on financial
assets that are debt instruments and are measured at amortised cost, e.g., loans, debt securities, deposits, trade
receivables and bank balance.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables and
recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.
For other financial assets, ECL are measured at an amount equal to the 12 month ECL, unless there has been a
significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount
of ECL (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be
recognised as expense or income in the Statement of Profit and Loss.
Impairment of non-financial assets and investment in subsidiaries
Non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If
any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating
units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent
of cash inflows of other assets or CGU’s.
Investment in subsidiaries are tested for impairment at least annually or when events occur or changes in circumstances
indicate that the recoverable amount of the asset or CGU’s to which these pertain is less than its carrying value.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
loss is recognised in the Statement of Profit and Loss.
An impairment loss in respect of assets, which has been recognised in prior years, the Company reviews at each reporting
date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the
extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation or amortisation, if no impairment has been recognised.
3.10 Non-current assets held for sale
Non-current assets retired from active use and held for disposal are stated at the lower of their net book value and net
realisable value. Any resultant loss on a disposal group is allocated first goodwill (if any), and then to remaining assets
and liabilities on pro-rata basis, except that no loss is allocated to financial assets, deferred tax assets and employee
benefit assets which continue to be measured in accordance with the Company’s other accounting policy. Assets and
liabilities classified as held for sale are presented separately in the balance sheet. Losses on initial classification as held
for sale and subsequent gains and losses on re-measurement are recognised in the Statement of Profit and Loss.
Once classified as held for sale, property, plant and equipment and intangible assets are no longer depreciated or
amortised.
162
ICRA Limited
If the criteria for classifying assets in to held for sale are no longer met, the Company cease to classify the assets as held
for sale.
The Company measure a non-current asset that ceases to be classified as held for sale at the lower of:
- its carrying amount before the assets were classified as held for sale, adjusted for any depreciation, amortisation or
revaluations that would have been recognised had the assets not been classified as held for sale, and
- its recoverable amount at the date of the subsequent decision not to sell.
3.11 Projects work in progress

Projects work-in-progress represent direct cost incurred against rating and grading cases wherein work has been initiated
but rating and grading is yet to be concluded and amount is expected to be recovered.
3.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, balances with bank, Short-term deposits and investments with
original maturities of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cashflows, cash and cash equivalent consists of cash on hand, balances with bank,
short-term deposits and investments as stated above, net of outstanding bank overdrafts (if any).
3.13 Foreign currencies

The Company’s financial statements are presented in Indian rupee, which is also its functional currency.
Transactions in foreign currencies are translated into the functional currency at the exchange rate at the date of the
transaction or an average rate if the average rate approximate the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair
value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
3.14 Employee benefits
Short term employee benefit
All employee benefits which are expected to be settled wholly before twelve months after the end of annual reporting
period in which the employees render the related service are short term employee benefits. Short term employee benefit
obligations are measured on an undiscounted basis and expensed as the related service is provided. A liability is
recognised for the amount expected to be paid as a result of past service provided by the employee, and the amount of
obligation can be estimated reliably.
Defined contribution plan
Provident Fund is a defined contribution plan. The Company makes specified monthly contributions towards government
administered Provident Fund scheme and Employees’ State Insurance. Obligation for contributions to defined contribution
plan is recognised as an employee benefit expense in profit and loss in the period during which the related services are
rendered by employees. The Company has no obligation, other than the contribution payable in the scheme.
163
ICRA Limited
Defined benefit plan
The Company’s gratuity benefit plan is a defined benefit plan. The gratuity liability for employees of the Company is
funded through gratuity fund established as a Gratuity Trust. The Company’s net obligation in respect of the defined
benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service
in the current and prior periods; that benefit is discounted to determine its present value of economic benefits and the fair
value of any plan assets is deducted.
The calculation of defined benefit obligation is performed as at the Balance Sheet date and determined based on
actuarial valuation using the Projected Unit Credit Method by a qualified actuary. When the calculation results in a
potential asset for the Company, the recognised asset is limited to the present value of economic benefits available in the
form of any future refunds from the plan or reductions in future contributions to the plan (‘the asset ceiling’). In order to
calculate the present value of economic benefits, consideration is given to any minimum funding requirement.
The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining
the present value of the obligation under defined benefit plan, are based on the market yields on government securities
as at the Balance Sheet date.
Remeasurements of the net defined liability, which comprise actuarial gains and losses, the return on plan assets
(excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Company
determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the
discount rate used to measure the defined benefit obligation at the beginning of annual period to the then-net defined
benefit liability (asset), taking in to account any changes in the net defined benefit liability (asset) during the period as a
result of contribution and benefit payments. Net interest expense and other expenses related to defined benefit plans are
recognised in the Statement of Profit and Loss.
Other long-term employee benefits
Long term individual payout (‘LTIP’) plan and compensated absences are other long-term benefits provided by the
Company.
The Company’s net obligation in respect of LTIP is the amount of benefit that employees have earned in return for their
services in the current and prior periods and discounted to determine its present value. From the financial year 2018-19,
the LTIP is funded by the ICRA Employees Welfare Trust. Hence, the Company has charged such employees’ expense in
the Statement of Profit and Loss with a corresponding credit to Capital Reserve.
The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature.
The expected cost of accumulating compensated absences is determined by actuarial valuation performed by a qualified
actuary as at the Balance Sheet date using Projected Unit Credit method on the additional amount expected to be
paid/ availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense for non-
accumulated compensated absences is recognised in the period in which absences occur.
3.15 Share based payments
The Company recognise compensation expense relating to share-based payments using fair value in accordance with
Ind AS 102 ‘Share based payments’. The estimated fair value of awards is charged to income on a straight line basis over
the service period for each separating vesting portion of the award as if the award was in-substance, multiple awards
with a corresponding increase to share options outstanding account.
3.16 Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
164
ICRA Limited
Provisions are determined by discounting the expected future cashflows (representing the best estimate of the expenditure
require to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance
cost. Expected future losses are not provided for.
3.17 Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence
in the financial statements.
3.18 Income tax
Income tax comprises current and deferred tax. It is recognised in profit and loss except to the extent that it relates to an
item recognised directly in equity or other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable in respect of previous year. The amount of current tax reflects the best estimate of the tax
amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured
using tax rates enacted or substantially enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intention to realize the asset and settle the liability on a net basis, or simultaneously.
Deferred tax
Deferred tax is recognised for all temporary differences arising between the tax base of assets and liabilities and their
carrying amounts in the financial statement. Deferred tax assets are recognised for deductible temporary differences and
unused tax losses to the extent that it is probable that future taxable profit will be available against which they can be
used. Deferred tax assets and liabilities are measured using tax rate and tax laws that have been enacted or substantially
enacted by the balance sheet date and are expected to apply to taxable income in the year in which those temporary
differences are expected to be recovered or settled. The effect of change in tax rate on deferred tax assets and liabilities
is recognised as income or expense in the period that includes the enactment or the substantive enactment date. A
deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which
the deductible temporary differences and tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
165
ICRA Limited
3.19 Earnings per share
The basic earnings per share are calculated by dividing the net profit attributable to equity by the weighted average
number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net
profit attributable to equity during the year and the weighted average number of shares outstanding during the year are
adjusted for the effect of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as
of the beginning of the year unless they have been issued at a later date. The dilutive potential equity shares are adjusted
for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding
shares). Anti dilutive effect of any potential equity shares are ignored in the calculation of diluted earnings per share.
3.20 Corporate social responsibility (CSR) expenditure
The Company charges its CSR expenditure during the year to the Statement of Profit and Loss.
3.21 Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such
notification which would have been applicable from April 1, 2020.
Particulars As at As at
March 31, 2020 March 31, 2019
4 Property, plant and equipment
a) The details of property, plant and equipment (net) is as follows:
Buildings 632.02 667.29
Computers and data processing units 62.53 81.31
Furniture and fittings 73.15 96.23
Office equipment 25.44 32.02
Electrical installation and equipment 29.90 38.04
Vehicles 12.85 29.53
Leasehold improvements 87.26 120.58
Right-of-use assets - buildings 1,956.09 -
Total property, plant and equipment 2,879.24 1,065.00
166
ICRA Limited
Particulars Note Buildings Computers Furniture Office Electrical Vehicles Leasehold Right- Total
No. and data and equipment installation improvements of-use
processing fittings and assets -
units equipment buildings
b) Disclosures regarding gross
block of property, plant and
equipment, depreciation
and net block are as given
below:
Gross carrying value
As at April 1, 2018 805.37 157.05 206.27 71.67 92.80 114.69 257.71 - 1,705.56
Additions - 88.80 20.57 24.13 5.88 - 1.16 - 140.54
Reclassification to assets held (20.00) - (16.05) (0.31) (11.56) - - - (47.92)
for sale
Disposals/adjustments - (2.87) (6.31) (4.62) (2.26) (19.24) (15.49) - (50.79)
As at March 31, 2019 785.37 242.98 204.48 90.87 84.86 95.45 243.38 - 1,747.39
Transition impact on account of 45 - - - - - - - 2,126.05 2,126.05
adoption of Ind AS 116
Additions - 64.20 2.51 10.71 2.85 - - 149.78 230.05
Disposals/adjustments - (6.43) - (1.94) (0.18) (31.94) - (1.12) (41.61)
As at March 31, 2020 785.37 300.75 206.99 99.64 87.53 63.51 243.38 2,274.71 4,061.88
Depreciation
As at April 1, 2018 82.90 94.60 88.31 38.00 40.21 61.85 90.12 - 495.99
For the year 38.16 67.73 33.85 24.24 15.21 16.54 41.14 - 236.87
Reclassification to assets held (2.98) - (9.84) (0.26) (7.10) - - - (20.18)
for sale
Disposals/adjustments - (0.66) (4.07) (3.13) (1.50) (12.47) (8.46) - (30.29)
As at March 31, 2019 118.08 161.67 108.25 58.85 46.82 65.92 122.80 - 682.39
For the year 35.27 81.82 25.59 16.97 10.94 7.94 33.32 319.33 531.18
Disposals/adjustments - (5.27) - (1.62) (0.13) (23.20) - (0.71) (30.93)
As at March 31, 2020 153.35 238.22 133.84 74.20 57.63 50.66 156.12 318.62 1,182.64
Net block
As at March 31, 2020 632.02 62.53 73.15 25.44 29.90 12.85 87.26 1,956.09 2,879.24
As at March 31, 2019 667.29 81.31 96.23 32.02 38.04 29.53 120.58 - 1,065.00
167
ICRA Limited
No. March 31, 2020 March 31, 2019
5 Intangible assets
a) The details of intangible assets (net) are as follows:
Computer software 2.52 3.48
Total intangible assets 2.52 3.48
b) The details of intangible assets under development are
as follows:
Intangible assets under development 188.18 126.73
Total 188.18 126.73
Particulars Note Computer

No. software
c) Disclosures regarding gross block of intangible assets, amortisation
and net block are as given below:
As at April 1, 2018 30.92
Additions 5.96
As at March 31, 2019 36.88
Additions 5.50
As at March 31, 2020 42.38
Amortisation
As at April 1, 2018 26.85
For the year 6.55
As at March 31, 2019 33.40
For the year 6.46
As at March 31, 2020 39.86
Net block
As at March 31, 2020 2.52
As at March 31, 2019 3.48
168
ICRA Limited
No. March 31, 2020 March 31, 2019
6 Investments
6.1 Non-current investments
I. Unquoted
Investments carried at cost
a) Investment in equity shares of subsidiaries (fully paid up)
ICRA Analytics Limited (formerly known as ICRA Online Limited) 43 2,371.76 871.76
9951458 equity shares [previous year 8951458] of Rupees 10 each
ICRA Management Consulting Services Limited 43 - 1,500.00
Nil equity shares [previous year 15000000] of Rupees 10 each
PT ICRA Indonesia 1,497.47 1,497.47
2833125 equity shares [previous year 2833125] of IDR 10000 each
ICRA Lanka Limited 256.58 256.58
5948900 equity shares [previous year 5948900] of LKR 10 each
ICRA Nepal Limited 63.75 63.75
102000 equity shares [previous year 102000] of NPR 100 each
4,189.56 4,189.56
Impairment in value of investments 46 (1,497.47) (1,497.47)
Total (I) 2,692.09 2,692.09
Note:- IDR denotes Indonesian Rupiah, LKR denotes Sri Lankan Rupee and NPR denotes Nepalese Rupee
II. Quoted
Investments carried at fair value through profit or loss
a) Investment in equity instruments (other than subsidiaries)
(fully paid up)
CRISIL Limited 37.63 43.84
3000 equity shares [previous year 3000] of Re. 1 each
Total (II) (a) 37.63 43.84
b) Investment in mutual funds
Axis Liquid Fund - Direct Growth 2,388.92 5,150.59
108373.86 units [previous year 248397.851] of Rupees 1000 each
Kotak Money Market Scheme - Direct Plan - Growth - 5,207.80
Nil units [previous year 168725.122] of Rupees 1000 each
Total (II) (b) 2,388.92 10,358.39
Total (II) 2,426.55 10,402.23
Total non-current investments (I + II) 5,118.64 13,094.32
169
ICRA Limited
No. March 31, 2020 March 31, 2019
6.2 Current investments
I. Unquoted
Investments carried at amortised cost
a) Investment in corporate deposits
Housing Development Finance Corporation Limited 7,969.99 7,747.76
Total current investments 7,969.99 7,747.76
Total investments 13,088.63 20,842.08
Summary of investments (Non-current + Current)

Aggregate value of unquoted investments 12,159.55 11,937.32
Aggregate value of quoted investments 2,426.55 10,402.23
Aggregate value of impairment in the value of investments (1,497.47) (1,497.47)
Investments carried at cost 4,189.56 4,189.56

Investments carried at amortised cost 7,969.99 7,747.76
Investments carried at fair value through profit or loss 2,426.55 10,402.23
Aggregate value of impairment in the value of investments (1,497.47) (1,497.47)
7 Loans
7.1 Non-current
Secured, considered good
Loans to staff
To related parties 37 - 8.34
To parties other than related parties 18.95 35.69
Unsecured, considered good

Security deposits 360.22 326.18
Total non-current loans 379.17 370.21
7.2 Current
Loans to staff
To related parties 37 - 1.81

Total current loans 21.93 29.43
Total loans 401.10 399.64
170
ICRA Limited
No. March 31, 2020 March 31, 2019
8 Other financial assets
8.1 Non-current
Bank deposits with maturity for more than twelve months from the 769.01 2,475.00
reporting date
Interest accrued on fixed deposits 5.44 14.72
Earnest money deposit 0.90 0.85
Total non-current other financial assets 775.35 2,490.57
8.2 Current
Unbilled revenue 197.64 57.18
Interest accrued on fixed deposits 1,850.40 1,697.96
Interest accrued on investments 94.46 108.40
Advance paid to gratuity trust 33, - 7.51
37
Earnest money deposits 4.08 5.68
Advances recoverable
From parties other than related parties 5.85 10.13
Others
Recoverable from related parties 37 26.03 31.30
Recoverable from other than related parties 8.29 15.63
Unsecured, considered doubtful

Recoverable from other than related parties - credit impaired 5.75 5.08
2,192.50 1,938.87
Allowance for doubtful other financial assets (5.75) (5.08)
Total current other financial assets 2,186.75 1,933.79
Total other financial assets 2,962.10 4,424.36
171
ICRA Limited
Particulars Note For the year For the year

No. ended ended
March 31, 2020 March 31, 2019
9 Income tax
The major components of income tax expense for the years ended
March 31, 2020 and March 31, 2019 are:
9.1 Income tax recognised in Statement of profit or loss
Current tax
Income tax for current year 2,608.95 3,479.00
Income tax for earlier year 97.62 (7.23)
2,706.57 3,471.77
Deferred tax
Attributable to-
Origination and reversal of temporary differences (53.60) 37.60
Reduction in tax rate # 54.25 -
0.65 37.60
Total tax expense recognised in the Statement of Profit or Loss 2,707.22 3,509.37
9.2 Income tax recognised in other comprehensive income

Net loss/(gain) on remeasurements of defined benefit liability/ asset (18.11) (9.50)
Income tax charged to other comprehensive income (18.11) (9.50)
No. March 31, 2020 March 31, 2019
9.3 Aggregate current and deferred tax charge relating to - -
items that are charged or credited directly to equity

No. ended ended
March 31, 2020 March 31, 2019
9.4 Reconciliation of tax expense and the accounting profit
multiplied by India’s domestic tax rate.
Accounting profit before tax 9,205.20 13,106.67
Tax using the Company's domestic tax rate 25.168% (previous year 2,316.76 3,816.66
29.12%)
Effect of:
Reduction in tax rate # 54.25 -
Non-deductible expenses 72.75 137.14
Exempt income (0.23) (152.95)
Effect of utilisation of carried forward capital losses (35.68) (220.87)
Tax impact on sale of mutual funds * 203.47 (61.81)
Effect of lower tax rate on certain income (1.72) (1.57)
Total tax expense 2,707.22 3,509.37
#As per Taxation Laws (Amendment) Act, 2019, rate of tax is 22% plus applicable surcharge and cess for the financial year
2019-20. Therefore, for the financial year 2019-20, effective tax rate for the Company is 25.168% (previous year 29.12%)
and same is considered while calculating deferred tax assets/ liabilities as at March 31, 2020.
* Represents mutual funds which were classified as long-term in earlier years but have been disposed off as short-term in the
current year resulting in additional tax impact.
172
ICRA Limited
No. March 31, 2020 March 31, 2019
9.5 Deferred tax assets (net)
Deferred tax assets
Lease liability 443.66 -
Provision for employees benefits 248.42 222.92
Provision for doubtful receivables 92.18 128.18
Property, plant and equipment (including intangible assets) - 47.16
Provision for doubtful financial assets 1.45 1.48
Tax losses carried forward 50.13 172.05
Total 835.84 571.79
Deferred tax liabilities

Property, plant and equipment (including intangible assets) 368.51 -
Investments at fair value through profit or loss 50.13 172.05
Total 418.64 172.05
Total deferred tax assets (net) 417.20 399.74

No. ended ended
March 31, 2020 March 31, 2019
9.6 Reconciliation of deferred tax assets/ (liabilities)
Opening balance 399.74 385.05
Adjustment on adoption of Ind AS 115 - 42.79
Opening balance after adjustments 399.74 427.84
Tax (expense)/ income during the period recognised in statement of (0.65) (37.60)
profit and loss
Tax (expense)/ income during the period recognised in other 18.11 9.50
comprehensive income
Closing balance 417.20 399.74
No. March 31, 2020 March 31, 2019
9.7 Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of following
items, because it is not probable that future taxable profit will be
available against which the Company can use the benefits therefrom.
Capital losses 1,806.67 1,506.34
Impairment loss on investments * 1,497.47 1,497.47
Total 3,304.14 3,003.81
Unrecognised tax effect 755.99 699.77

*The deductible temporary difference do not expire under current tax legislation
9.8 Expiry period of unutilised tax losses
Financial Year 2024-25 1,806.67 1,506.34
Total 1,806.67 1,506.34
173
ICRA Limited
No. March 31, 2020 March 31, 2019
10 Non-current tax asset
Advance income tax (Net of provision of Rs. 30,319.93 lakh 28 (b) 742.01 722.45
[previous year Rs. 26,743.30 lakh])
Total 742.01 722.45
11 Other assets
11.1 Non-current
Prepayments 45 11.58 302.23
Total non-current other assets 11.58 302.23
11.2 Current
Prepayments 45 623.33 350.66
Balance with government authorities 2.05 16.98
Projects work in progress 179.90 172.21
Total current other assets 805.28 539.85
Total other assets 816.86 842.08
12 Trade receivables
Trade receivables considered good - Unsecured @ 3,339.31 1,942.56
Trade receivables - credit impaired 366.24 440.17
3,705.55 2,382.73
Allowance for doubtful trade receivables (366.24) (440.17)
Total trade receivables 3,339.31 1,942.56
@ Includes dues from related parties 37
13 Cash and cash equivalents

Balances with banks

In current accounts 145.69 1,264.37
Total cash and cash equivalents 148.07 1,266.18
174
ICRA Limited
No. March 31, 2020 March 31, 2019
14 Other bank balances
Balances with banks
In deposit accounts with original maturity for more than three 43,346.67 32,501.33
months but less than twelve months from the reporting date
Earmarked balances with banks

In unpaid dividend account 11.50 6.66
Deposits with maturity for more than three months and less than 18.18 120.14
twelve months from the reporting date earmarked against bank
guarantees
Total 43,376.35 32,628.13
15 Equity share capital

Authorised
15000000 (previous year 15000000) equity shares of Rupees 10/- 1,500.00 1,500.00
each
1,500.00 1,500.00
Issued, subscribed and fully paid up

9651231 (previous year 9651231 equity shares) of Rupees 10/- 965.12 965.12
each fully paid up
965.12 965.12
Particulars Note As at March 31, 2020

No.
Number of shares Amount
15.1 Reconciliation of the shares outstanding at the beginning
and at the end of the reporting period
Equity shares
At the commencement and at the end of the year 96,51,231 965.12
Particulars Note As at March 31, 2019

No.
At the commencement of the year 99,03,280 990.33
Less: Buy back of equity shares 41 (2,52,049) (25.21)
At the end of the year 96,51,231 965.12
15.2 Terms/ rights attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 each. Each shareholder is eligible for one
vote per share held. The dividend, if any, recommended by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible
to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their
shareholding.
175
ICRA Limited
No. March 31, 2020 March 31, 2019
15.3 Shares held by subsidiaries of the ultimate holding
company
(Equity shares of Rs. 10 each fully paid-up)
Moody's Investment Company India Private Limited

Number of shares 3,055,900 3,055,900
% of total shares 31.66% 31.66%
Moody's Singapore Pte Limited
Number of shares 1,949,722 1,949,722
15.4 Details of shareholders holding more than 5% shares

in the Company

Number of shares 3,055,900 3,055,900
Number of shares 1,949,722 1,949,722
Aditya Birla Sun Life Trustee Private Limited A/c Aditya
Birla Sun Life MNC Fund
Number of shares 9,54,754 9,54,754
Life Insurance Corporation of India
Pari Washington India Master Fund, Ltd.
General Insurance Corporation of India
16 Other equity
Capital reserve 34 754.78 279.95
Capital redemption reserve 34.88 34.88
General reserve 7,802.44 7,802.44
Other comprehensive income (146.88) (93.04)
Retained earnings 48,842.70 45,835.24
Total other equity 57,287.92 53,859.47
176
ICRA Limited
Nature of reserves
a) Capital reserve
Capital reserves represents amount of LTIP plan funded by ICRA Employees Welfare Trust (“ESOP Trust”) to the employees
of the Company. (Refer note 34)
b) Capital redemption reserve
The Company has bought back equity shares and as per the provisions of the Companies Act, 2013, is required to create
capital redemption reserve.
c) General reserve
The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the Statement of
Profit and Loss.
No. March 31, 2020 March 31, 2019
17 Other financial liabilities
17.1 Non-current
Deposits for vehicles - 20.45
Payable to employees - 128.36
Lease liabilities 1,588.55 -
Total non-current other financial liabilities 1,588.55 148.81
17.2 Current
Unpaid dividends 11.50 6.66
Creditors for capital supplies and services 1.01 0.01
Due to related parties 37 36.14 31.97
Payable to employees 389.86 1,318.15
Deposits for vehicles 28.10 17.66
Lease liabilities 174.26 -
Other liabilities 46.87 67.91
Total current other financial liabilities 687.74 1,442.36
Total other financial liabilities 2,276.29 1,591.17
18 Provisions
18.1 Non-current
Provision for employee benefits
Provision for compensated absence 152.57 139.29
Total non-current provisions 152.57 139.29
177
ICRA Limited
No. March 31, 2020 March 31, 2019
18.2 Current
Provisions for gratuity 33 24.53 -
Other employee benefits 1,284.36 1,799.52
Others
Provision for pending litigations 29, 47 75.00 100.00
Provision for service tax 47 15.91 15.91
Total current provisions 1,547.99 2,055.17
Total provisions 1,700.56 2,194.46
19 Other liabilities
19.1 Non-current
Deferred finance income - 0.27
Total non-current other liabilities - 0.27
19.2 Current
Unearned revenue 44 3,182.19 3,724.62
Advance from customers 1,212.90 1,179.84
Statutory dues 718.31 555.59
Total current other liabilities 5,113.40 5,462.56
Total other liabilities 5,113.40 5,462.83
20 Trade payables
(A) Total outstanding dues of micro and small enterprises: and 10.37 1.53
(B) Total outstanding dues other than micro and small enterprises 928.18 475.63
Total trade payables 938.55 477.16
20.1 Based on the information available with the Company, some

suppliers have been identified who are registered under Micro,
Small & Medium Enterprises Development Act, 2006 (MSMED),
to whom the Company owes dues, but the same are not
outstanding for more than 45 days as at reporting date. The
information has been determined to the extent such parties have
been identified on the basis of information available with the
Company.
The principal amount payable to suppliers at the year end 10.23 1.37
The amount of interest due on the remaining unpaid amount to - -
the suppliers as at the year end
The amount of interest paid by the buyer in terms of section 16 of - -
the MSMED, along with the amount of the payment made to the
supplier beyond the appointed day during each accounting year
178
ICRA Limited
No. March 31, 2020 March 31, 2019
The amount of interest due and payable for the period of delay 0.07 0.08
in making payment (which have been paid but beyond the
appointed day during the year) but without adding the interest
specified under the MSMED
The amount of interest accrued and remaining unpaid at the end 0.07 0.08
of each accounting year
The amount of further interest remaining due and payable in - -
the succeeding years, until such date when the interest dues
above are actually paid to the small enterprise, for the purpose
of disallowance of a deductible expenditure under section 23 of
MSMED
21 Current tax liabilities (net)

Provision for income tax (Net of advance tax of Rs. 2,561.36 lakh 107.47 139.96
[previous year Rs. 3,339.05 lakh])
Total 107.47 139.96

No. ended ended
March 31, 2020 March 31, 2019
22 Revenue from operations
Sale of services
Rating, research and other services fees 44 20,540.20 22,764.89
Total sale of services 20,540.20 22,764.89
Other operating revenue

Advances received from customers written back 178.91 195.97
Royalty 37 37.09 22.46
Others 22.06 30.51
Total other operating revenue 238.06 248.94
Total revenue from operations 20,778.26 23,013.83
23 Other income
Interest income on fixed deposits 3,013.67 2,224.80
Interest income on investments 639.27 428.65
Other interest income 37.49 39.30
Dividend from subsidiary companies 37 21.47 550.51
Gain on financial assets carried at FVTPL (net) 314.52 1,116.82
Rental income 37 28.19 24.25
Profit on sale of property, plant and equipment (net) - 63.96
Miscellaneous income 2.79 4.50
Total other income 4,057.40 4,452.79
179
ICRA Limited

No. ended ended
March 31, 2020 March 31, 2019
24 Employee benefit expenses
Salaries, wages and bonus 9,837.67 10,061.26
Contribution to provident fund 33 403.06 375.88
Staff welfare expense 270.00 305.35
Total employee benefits expense 10,510.73 10,742.49
25 Finance costs
Interest on lease liabilities 45 164.75 -
Total finance costs 166.22 3.32
26 Depreciation and amortisation expense
Depreciation of property, plant and equipment 4 531.18 236.87
Amortisation of intangible assets 5 6.46 6.55
Total depreciation and amortisation expense 537.64 243.42
27 Other expenses
Electricity and water 76.86 82.81
Rent 45 25.95 373.12
Repairs and maintenance 671.42 546.31
Insurance 5.24 2.53
Rates and taxes 31.04 88.87
Communication 130.87 140.20
Printing and stationery 49.54 55.34
Books and periodicals 92.16 85.35
Travelling and conveyance 346.44 353.26
Directors' sitting fees 39.80 24.60
Legal and professional charges 1,884.99 874.68
Conference and meeting 36.60 58.30
Advertisement 2.61 5.52
Auditor's remuneration and expenses 36 251.87 54.01
Technical services 22.54 22.12
Corporate social responsibility 30 310.13 224.25
Fees and subscription 12.41 11.77
Remuneration to non executive directors 65.00 56.00
Recruitment 119.49 36.75
Miscellaneous 26.77 137.97
Total other expenses 4,415.87 3,370.72
180
ICRA Limited
March 31, 2020 March 31, 2019
28 Commitments and contingencies
a) Capital commitments
Estimated amount of contract remaining to be executed on capital 99.50 55.54
account and not provided for (net of capital advances)
b) Contingent liabilities
(to the extent not provided)
Income tax *, # 977.23 1,039.43
Others 12.09 24.89
Total 989.32 1,064.32
* The Company had deposited nil (previous year Rs. 11.00 lakh) under protest against the above claims.
# The Company is contesting the demand and the management including its tax advisors believe that its position will
likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will
not have a material adverse effect on the Company’s financial position and results of operations.
The Supreme Court on February 28, 2019 had provided its judgement regarding inclusion of other allowances such
as travel allowances, special allowances, etc within the expression ‘basic wages’ for the purpose of computation of
contribution of provident fund under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. There
are interpretive challenges on the application of the Supreme Court Judgement including the period from which
judgment would apply, consequential implications on resigned employees etc. Further, various stakeholders have
also filed representations with Provident fund authorities. All these factors raises significant uncertainty regarding the
implementation of the Supreme Court Judgement. Owing to the aforesaid uncertainty and pending clarification from
regulatory authorities in this regard, the Company has not recognised provision for the provident fund contribution on
the basis above mentioned order w.e.f. order date till March 31, 2019 as the impact was immaterial. However, from
April 1, 2019, the Company has started inclusion of such allowances within the expression of ‘basic wages’ for the
purpose of computation of provident fund.
29 The Company is in the process of addressing certain ongoing matters.

subsidiaries, SEBI issued an order imposing a penalty of Rupees 25 lakh under section 15HB of the SEBI Act, 1992 on
the Company. Further, SEBI issued a Show Cause Notice (“SCN”) for enhancement of penalty amount. The Company
has filed an appeal challenging the adjudication order before the Securities Appellate Tribunal (the “SAT”) and deposited
the penalty amount of Rupees 25 lakh without prejudice to such appeal. The said appeal is pending before the SAT.
The Company has made adequate provision in this regard. The Company has also been cooperating with government
agencies and responding to their queries in relation to this matter.
making certain allegations against two former officials which were forwarded to the Company by SEBI (“Representations”).
181
ICRA Limited
conduct of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating
to credit rating activities. The aforesaid officials are no longer in the employment of the Company.
the examination were inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is subject
to the limitation that the determination of whether or not any ratings are supported by ratings analysis, is a qualitative
technical matter that was beyond the scope of the examination as the examination was not aimed at reviewing the
appropriateness of rating opinions on merits.
The findings of the second set of external experts do not indicate any material deficiencies with applicable regulations
and Company policies.
The findings of the external experts have been presented to the Board members. The Board is in the process of taking
appropriate steps in the best interest of the Company and its various stakeholders with regard to the outcome of the
examination.
July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group. The Company had
submitted its responses to SEBI on such observations dated 14 August 2019. There has been no further development in
this matter.
While the Company has made a provision for penalty on a best estimate basis with regards to the Adjudication Proceeding,
the impact of uncertainties arising from the above matters is currently unascertainable. However, based on the legal
opinions given by the reputed external counsels, the Company does not foresee an action from the regulator(s) that could
adversely affect the functioning of the Company.
30 Corporate social responsibility expenditure
As per Section 135 of the Act, a company, meeting the applicability threshold, is required to spend at least 2% of its
average net profit for the immediately preceding three financial years on corporate social responsibility activities. The
expenditure has been incurred on activities which are specified in Schedule VII to the Act.
a) Gross amount required to be spent by the Company during the year ended March 31, 2020 was Rs. 238.87 lakh
(previous year Rs. 224.25 lakh).
b) Amount spent during the year ended:
Particulars March 31, 2020

In cash Yet to be paid cash Total
(i) Construction/ acquisition of any asset - - -
(ii) On purposes other than (i) above * 310.13 - 310.13
* Pursuant to appeal letter no. 05/1/2020-CSR-MCA dated March 30, 2020 received from Ministry of Corporate Affairs,
the Company has contributed Rs. 100.00 lakh to PM Cares Fund which resulted in to Rs. 71.26 lakh excess spent over
current year obligation and will be offset with next years’ obligation.
182
ICRA Limited

(ii) On purposes other than (i) above 224.25 - 224.25
31 Earnings per share

a) Basic earnings per share
Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the
weighted average number of equity shares outstanding. The calculations of profit attributable to equity holders, weighted
average number of equity shares outstanding during the year and basic earnings per share are as follows:
Particulars For the year For the year

ended ended
March 31, 2020 March 31, 2019
(i) Profit attributable to the equity holders
Profit for the year, attributable to the equity holders 6,497.98 9,597.30
(ii) Weighted average number of equity shares

Opening balance 96,51,231 99,03,280
Shares held by ESOP Trust (31,950) (40,683)
Effect of buy back of shares - (1,09,545)
Effect of stock options exercised - 4,214
Weighted average number of equity shares for the year 96,19,281 97,57,266
(iii) Basic earnings per share (face value Rupees10 per share) 67.55 98.36
[ (i) / (ii) ]
b) Diluted earnings per share

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders after adjustment for
expense related to dilutive potential equity shares (if any) by the weighted average number of equity shares outstanding
during the year after adjustment for the effect of all the dilutive potential equity shares into equity shares. The calculations
of profit attributable to equity holders, equity shares outstanding during the year after adjustment for the effect of all the
dilutive potential equity shares into equity shares and diluted earnings per share are as follows:

ended ended
March 31, 2020 March 31, 2019
(i) Profit attributable to the equity holders (diluted)
Profit for the year, attributable to the equity holders (diluted) 6,497.98 9,597.30
(ii) Weighted average number of equity shares (diluted)

Weighted average number of equity shares (basic) 96,19,281 97,57,266
Effect of dilution of share options - 4,014
Weighted average number of equity shares (diluted) 96,19,281 97,61,280
(iii) Diluted earnings per share (face value Rupees 10 per 67.55 98.32
share) [ (i) / (ii) ]
183
ICRA Limited
32 Dividend on equity shares

ended ended
March 31, 2020 March 31, 2019
Dividend on equity shares declared and paid during the year
Final dividend of Rs. 30 per share for financial year 2018-19 2,895.37 2,970.99
(Rs. 30 per share for financial year 2017-18)
Dividend distribution tax (net) * 595.15 500.29
Total 3,490.52 3,471.28
Proposed dividend on equity shares not recognised as liability
Final dividend of Rs. 27 per share for financial year 2019-20 2,605.83 2,895.37
(Rs. 30 per share for financial year 2018-19)
Dividend distribution tax (net) *, # - 595.15
Total 2,605.83 3,490.52
* Dividend distribution tax (net), comprises the dividend distribution tax on proposed dividend and the credit in respect of
dividend distribution tax under Section 115-O of the Income-tax Act, 1961 on dividend proposed/ paid by the domestic
subsidiary company.
# Dividend distribution tax has been abolished with effect from April 1, 2020.
33 Employee benefits
a) Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards Provident Fund and Employees’ State Insurance which are the defined contribution plans. The
Company has no obligations other than to make the specified contributions. The contributions are charged to the
Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to these funds
aggregating to Rs. 403.06 lakh for year ended March 31, 2020 (previous year Rs. 375.88 lakh) and is included in
“Employee benefits expense”.
b) Defined benefit plans
The Company has a defined benefit gratuity plan, governed by the Payment of Gratuity Act, 1972. Plan entitles an
employee, who has rendered at least five years of services, to gratuity at the rate of fifteen days salary for every
completed year of service or part thereof in excess of six months, based on the rate of salary last drawn by the employee
concern.
The defined benefit plan for gratuity is administered by a single gratuity fund trust that is legally separate from the
Company. The trustees of the gratuity fund comprises four employees. The trustees of the gratuity fund is required to act
in the best interests of the members and/or their beneficiaries in accordance with the provisions of trust deed. This defined
benefit plan expose the Company to actuarial risks, such as interest rate risk and market (investment) risk.
184
ICRA Limited
(i) Reconciliation of the net defined benefit liability/ (asset)

ended ended
March 31, 2020 March 31, 2019
Changes in the present value of the defined benefit obligations
Defined benefit obligations at the beginning of the year 988.33 834.28
Current service cost 102.65 92.24
Interest expense/ (income) 64.79 58.87
Benefits directly paid by the Company (98.64) (25.23)
Benefits paid from plan assets - (7.97)
Actuarial (gain)/ loss recognised in other comprehensive income
- changes in financial assumptions 53.58 19.34
- experience adjustments 26.98 15.31
Liability transferred from group company - 1.49
Defined benefit obligations at the end of the year 1,137.69 988.33
Changes in the fair value of plan assets

Fair value of plan assets at the beginning of the year 995.84 747.07
Contribution paid to the plan assets 40.00 200.00
Benefits paid - (7.97)
Interest income on plan assets 68.71 54.70
Actuarial gain/(loss) on plan assets 8.61 2.04
Fair value of plan assets at the end of the year 1,113.16 995.84
Net defined benefit liability/ (asset) 24.53 (7.51)
Provisions for gratuity

Non-current - -
Current 24.53 -
Total 24.53 -
Advance paid to gratuity trust

Non-current - -
Current - 7.51
Total - 7.51
Net defined benefit liability/ (asset) 24.53 (7.51)
185
ICRA Limited
(ii) Expense recognised in the Statement of Profit and Loss:

ended ended
March 31, 2020 March 31, 2019
Expense recognised in profit and loss account
Net interest expense/ (income) (3.92) 4.17
98.73 96.41
Remeasurements recognised in other comprehensive income:
Actuarial (gain)/ loss on defined benefit obligations 80.56 34.65
Return on plan assets excluding interest income (8.61) (2.04)
71.95 32.61
(iii) Plan assets comprise of the following:
March 31, 2020 March 31, 2019
Kotak Group Floating Rate Fund 375.29 349.48
Kotak Group Short Term Bond Fund 380.93 351.88
Kotak Secure Return Employee Benefit Plan 356.94 294.48
Total 1,113.16 995.84
(iv) Actuarial assumptions

Principal actuarial assumptions at the reporting date are as under:
March 31, 2020 March 31, 2019
Discount rate 5.90% 6.90%
Future salary escalation rate
- For first five years 10.00% 10.00%
- Thereafter 7.00% 7.00%
Withdrawal rate 20.00% 20.00%
Retirement age 60 60
Mortality rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
(modified) Ult. (modified) Ult.
The estimates of future salary escalation rate, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market. Assumptions regarding
future mortality are based on the published statistics and mortality tables. The calculation of the defined benefit obligation
is sensitive to the mortality assumptions.
As at March 31, 2020, the weighted-average duration of the defined benefit obligation was 5 years (March 31, 2019: 5 years).
186
ICRA Limited
(v) Sensitivity analysis
Reasonable possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumption
constant, would have affected the defined obligation by the amounts shown below:
Particulars Sensitivity level Impact on Defined benefit

obligation
As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Assumptions
Discount rate 0.5% Increase 0.5% Increase (23.18) (19.38)
0.5% Decrease 0.5% Decrease 24.18 20.20
Future salary escalation rate 0.5% Increase 0.5% Increase 18.79 16.64
0.5% Decrease 0.5% Decrease (18.42) (16.04)
Withdrawal rate 5% Increase 5% Increase (15.01) (6.78)

5% Decrease 5% Decrease 13.22 2.11
The sensitivity results above determine their individual impact on defined benefit obligation at the end of year. In reality,
the plan is subject to multiple external experience items which may move the defined benefit obligation in similar or
opposite directions, while the plan’s sensitivity to such changes can vary over time.
The following payments are expected in future years:
Particulars As at
March 31, 2020
March 31, 2021 218.55
March 31, 2022 206.60
March 31, 2023 201.14
March 31, 2024 199.43
March 31, 2025 198.47
March 31, 2026 to March 31, 2030 742.10
34 From the financial year 2018-19, the ESOP Trust introduced LTIP Plan as an incentive to reward a cash amount to the
eligible employees of the Company. Based on the estimation, expense of Rs. 474.83 lakh (previous year Rs. 279.95 lakh)
has been recognized and correspondingly, accounted as capital reserve in the Company.
35 Share based payment
A. Description of share based payment arrangement
The Company’s Employee Stock Option Schemes (“ESOSs”) provide for the grant of stock options to eligible employees
and whole time directors of the Company and its subsidiaries. The ESOSs are administered through ESOP Trust. The Trust
transfers shares to the eligible employees upon exercise of the options by such employees.
The Company has two stock option schemes in place namely ESOS 2006 and ESOS 2018. The ESOS 2006 came in to
force on June 27, 2006 and after completion of 10 years, expired on June 27, 2016 with a right to exercise the options
by November 8, 2018.
During financial year 2018-19, the Company had introduced a new stock option scheme namely “ESOS 2018” effective
from June 28, 2018. The grant price shall be as decided by the Nomination and Remuneration Committee (‘N&RC’)
of the Company. The number of options and terms could vary at the discretion of the N&RC. Till March 31, 2020, the
Company has not granted any option under ESOS 2018.
187
ICRA Limited
Summary of ESOS 2006 grants:
Type of arrangement Tranche 1 Tranche 2

Date of grant March 24, 2007 November 9, 2010
Number granted 6,15,763 2,72,500
Fair value of option 138 1,153
Exercise price per share 330 330
Contractual life from the date of vesting 5 5
Method used for valuation Intrinsic value method
Method of settlement Equity shares
Under ESOS 2006 scheme, each option, upon vesting, entitles the holder to acquire one equity share of Rs. 10 each
Summary of vesting provisions under ESOS 2006 :

Vesting dates % of options vested Lock-in period
1 year from grant date 40 Nil
2 years from grant date 30 Nil
B. Reconciliation of outstanding share options
ESOS 2006
All the vested options against tranche-1 were exercised/ expired/ lapsed before April 1, 2016. Reconciliation of
outstanding share options against tranche-2 is as under:
Particulars As at March 31, 2020 As at March 31, 2019

Number of Weighted Number of Weighted Average
options Average Exercise options Exercise Price (Rs)
Price (Rs)
Options outstanding at the beginning of - - 8,951 330
the year
Exercised during the year - - (8,733) 330
Options expired during the year - - (218) 330
Options outstanding at the end of the year - - - -
Options exercisable at the end of the year - - - -
The unissued shares lying as at March 31, 2020 is 31,950 (previous year 31,950).

ended ended
March 31, 2020 March 31, 2019
36 Remuneration to Auditor (excluding goods and service tax)
Audit fees 21.32 20.66
Additional audit fees * 201.96 -
Limited review fees 17.79 17.35
Tax audit fees 6.74 6.56
Other certification services fees 1.15 6.20
Reimbursement of expenses 2.91 3.24
Total 251.87 54.01
* Approved by the Board of Directors, based on the claim received from auditors towards incremental efforts incurred by
them on the ongoing regulatory matters.
188
ICRA Limited
37 Related party transactions
A. List of related parties
a) Related parties and nature of related party relationships where control exists
Ultimate holding company
Moody’s Corporation
Companies having substantial interest
Moody’s Investment Company India Private Limited
Moody’s Singapore Pte Limited
b) Related parties and nature of related party relationships with whom transactions have taken place
during the year
i) Subsidiaries including step-down subsidiaries
ICRA Management Consulting Services Limited (Merged with ICRA Analytics Limited w.e.f. November 15, 2019. Refer note no. 43)
ICRA Analytics Limited
ICRA Nepal Limited
ICRA Lanka Limited
Pragati Development Consulting Services Limited
ii) Trusts
ICRA Employees Welfare Trust
ICRA Limited Employees Group Gratuity Scheme
iii) Fellow subsidiaries
Moody’s Investors Service India Private Limited
Moody’s Investors Service Inc.
MIS Quality Management Corp.
Moody’s Investors Service Singapore Pte Limited
Moody’s Investors Service Hong Kong Limited
Moody’s Analytics Inc
Moody’s Investors Service Pty Limited
Moody’s Asia Pacific Limited
MA Knowledge Services Research (India) Private Limited (Till November 8, 2019)
c) Key management personnel
Mr. Naresh Takkar (Till September 28, 2019)
Mr. Vipul Agarwal
Mr. S. Shakeb Rahman
Independent directors
Mr. Arun Duggal
Ms. Ranjana Agarwal
189
ICRA Limited
B. Transactions and balances with related parties
Particulars For the year For the year As at As at

ended ended March 31, 2020 March 31, 2019
March 31, 2020 March 31, 2019
a) Related parties where control exists:
Ultimate Holding Company
1 Moody’s Corporation
Technical services received 14.02 12.90 - -
Other financial liabilities - Due to related - - 5.57 0.53
parties

2 Moody’s Investment Company India
Private Limited
Dividend paid 916.77 855.27 - -
3 Moody’s Singapore Pte Limited

Dividend paid 584.92 646.42 - -
b (i) Subsidiaries including step-down

subsidiaries
1 ICRA Management Consulting
Services Limited
Professional services received 62.28 98.52 - -
Rental income 4.82 4.91 - -
Reimbursement of expenses received/ 1.68 15.04 - -
receivable
Other financial liabilities - due to related - - - 23.56
parties
2 ICRA Analytics Limited

(formerly known as ICRA Online
Limited)
Dividend income - 537.09 - -
Professional services received 76.11 38.44 - -
Intangible assets under development 10.98 4.37 - -
Rental income 1.75 - - -
Royalty income 0.83 - - -
receivable
Reimbursement of expenses paid/ payable - 0.69 - -
Amount received on behalf of related 4.17 - - -
party
Prepayments - current 1.00 - - -
Other financial assets - other recoverables - - - 11.83
Other financial liabilities - due to related - - 25.78 -
parties
190
ICRA Limited

March 31, 2020 March 31, 2019
3 ICRA Nepal Limited
Royalty income 28.79 15.64 - -
Dividend income 21.47 13.42 - -
Other operating revenue - others 0.44 0.26
receivable
Trade receivables - - 13.56 5.62
Other financial assets - other recoverables - - 20.40 12.98
4 ICRA Lanka Limited

Royalty income 7.47 6.82 - -
Trade receivables - - 7.57 6.83
5 Pragati Development Consulting

Services Limited
Rental income 0.49 - - -
Reimbursement of expenses received/ 0.32 - - -
receivable
Other financial assets - other recoverables - - 0.81 -
b (ii) Trusts
1 ICRA Employees Welfare Trust
Dividend paid 9.59 12.00 - -
Salaries, wages and bonus - LTIP 474.83 279.95 - -
Capital reserve - - 754.78 279.95
2 ICRA Limited Employees Group

Gratuity Scheme
Amount contributed during the year 40.00 200.00 - -
Amount settled by trust on behalf of the - 7.97 - -
Company
Other financial assets - Advance paid to - - - 7.51
gratuity trust
b (iii) Fellow subsidiaries

1 Moody’s Investors Service India
Private Limited
receivable
Other financial assets - Other - - 4.82 6.49
recoverables
2 Moody’s Investors Service Inc.

parties
191
ICRA Limited

March 31, 2020 March 31, 2019
3 MIS Quality Management Corp.
Trademark license fees 7.34 7.05 - -
parties
4 Moody’s Investors Service Singapore

Pte Limited
Conference and meeting expense - 3.35 - -
5 Moody’s Investors Service Hong

Kong Limited
parties
6 Moody’s Analytics Inc

Professional services used - 0.12 - -
Other financial liabilities - Due to related - - - 0.11
parties
7 Moody’s Asia Pacific Ltd

Conference and meeting expenses - 4.34 - -
8 MA Knowledge Services Research

(India) Private Limited

1 Mr. Naresh Takkar
Managerial remuneration * 209.98 439.65 - -
Interest received by the Company 0.18 0.51 - -
Reimbursement of expenses paid 0.02 0.08 - -
Dividend paid by the Company 12.60 12.60 - -
Loan outstanding - - - 10.15
Provisions - other employee benefits - - 147.48 128.14
Other financial liabilities - payable to - - 151.88 113.55
employees
2 Mr. Vipul Agarwal

Remuneration * 219.88 192.16 - -
Provisions - other employee benefits - - - 35.54
employees
Trade payable - - - 0.03
* As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a
whole, the amounts pertaining to the key management personnel is not included above.
192
ICRA Limited

March 31, 2020 March 31, 2019
3 Mr. Amit Kumar Gupta
Remuneration * 98.83 75.11 - -
employees
4 Mr. S. Shakeb Rahman

Reimbursement of expenses paid - 0.03 - -
employees
5 Mr. Arun Duggal

Remuneration to non executive directors 25.00 22.00 - -
Sitting fees paid 11.20 6.20 - -
Reimbursement of expenses paid 4.72 - - -
Trade payable - - 22.50 19.80
6 Ms. Ranjana Agarwal

7 Ms. Radhika Vijay Haribhakti

* As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a
whole, the amounts pertaining to the key management personnel is not included above.
38 Segment information
The Company has presented segment information in the consolidated financial statements. Accordingly, in terms of
Paragraph 3 of Ind AS 108 ‘Operating Segments’, no disclosures related to segments are presented in these standalone
financial statements.
193
ICRA Limited
39 Financial instruments
39.1Financial instruments by category
The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at
March 31, 2020 and March 31, 2019:
a) Fair value of financial assets

Particulars Carrying values Fair values
Financial assets measured at fair
value through profit or loss
Investment in equity shares 37.63 43.84 37.63 43.84
Investment in mutual funds 2,388.92 10,358.39 2,388.92 10,358.39
Total (A) 2,426.55 10,402.23 2,426.55 10,402.23
Financial assets measured at

amortised cost
Investment in corporate deposits 7,969.99 7,747.76 7,969.99 7,747.76
Loans 401.10 399.64 401.10 399.64
Trade receivables 3,339.31 1,942.56 3,339.31 1,942.56
Cash and cash equivalents 148.07 1,266.18 148.07 1,266.18
Other bank balances 43,376.35 32,628.13 43,376.35 32,628.13
Others 2,962.10 4,424.36 2,962.10 4,424.36
Total (B) 58,196.92 48,408.63 58,196.92 48,408.63
Financial assets measured at cost

Investment in subsidiaries 2,692.09 2,692.09 2,692.09 2,692.09
Total (C) 2,692.09 2,692.09 2,692.09 2,692.09
Total (A+B+C) 63,315.56 61,502.95 63,315.56 61,502.95
b) Fair value of financial liabilities

Financial liabilities measured at
amortised cost
Trade payables 938.55 477.16 938.55 477.16
Others financial liabilities 2,276.29 1,591.17 2,276.29 1,591.17
Total 3,214.84 2,068.33 3,214.84 2,068.33
194
ICRA Limited
The fair value of the financial assets and liabilities represents the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:
a) The fair values of the quoted investments in equity shares and mutual funds are based on market price and net asset
value (NAV) at the reporting date.
b) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair
values.
Management has assessed that fair value of trade receivables, cash and cash equivalents, other bank balances,
investments, trade payables, other financial liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
39.2 Fair value hierarchy
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Valuation techniques for which the lowest level input which has a significant effect on the fair value measurement
are observable, either directly or indirectly.
is not based on observable market data.
The following table provides the fair value measurement hierarchy of the Company’s assets and liabilities:
Quantitative disclosures fair value measurement hierarchy for financial assets and liabilities as at March
31, 2020
Particulars Level 1 Level 2 Level 3 Total

Financial assets:
Financial assets measured at fair value through

profit or loss
Investment in equity shares 37.63 - - 37.63
Investment in mutual funds 2,388.92 - - 2,388.92
Total 2,426.55 - - 2,426.55
There have been no transfers between Level 1 and Level 2 during the period.
31, 2019
Financial assets:

profit or loss
Total 10,402.23 - - 10,402.23
195
ICRA Limited
39.3 Financial risk management objectives and policies
Risk management framework

The Board has overall responsibility for establishing and governing the Company’s risk management framework. The
Board has delegated monitoring and reviewing of the risk management plan to the Risk Management Committee. The
Company has constituted a Executive Risk Committee, a Risk management team and functional sub-committees which
are responsible for identify, analyse, mitigate and monitor risks as per risk management framework. The primary risks
and mitigation actions are also placed before Risk Management Committee and Board.
The Company is exposed to various risks in relation to financial instruments. The Company financial assets and liabilities
are summarised in note 39.1. The main types of financial risks are market risk (price risk), credit risk and liquidity risk.
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Such changes may result from changes in foreign currency rate, interest rate, price and other market
changes. The Company’s exposure to market risk is mainly due to price risk.
Price risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because changes in the market
prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors
affecting all similar financial instruments traded in the market. The Company has adopted disciplined practices including
position sizing, diversification, valuation, loss prevention, due diligence and exit strategies in order to mitigate losses as
defined in Board approved investment policy.
The Company is exposed to price risk arising mainly from investment in equity shares and investment in mutual funds
recognised at fair value through profit or loss. The detail of such investments are given in note 39.1. If the prices had
been higher/ lower by 1% from the market prices exisiting as at the reporting date, profit would have been increased/
decreased by Rupees 24.27 lakh and Rupees 104.02 lakh for the year ended March 31, 2020 and March 31, 2019
respectively.
b) Credit risk
Credit risk is the risk of financial loss to the Company if customer or counterparty to financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s receivables from customer and investment in mutual
funds and deposits with banks.
To manage credit risk, the Company periodically review its receivables from customer for any non-recoverability of the
dues, taking in to account the inputs from business development team and ageing of trade receivables. The management
establishes an allowance for impairment that represents its expected credit losses in respect of trade and other financial
assets. The management uses a simplified approach for the purpose of computation of expected credit loss. While
computing expected credit loss, the management consider historical credit loss experience adjusted with forward looking
information.
Movement in the expected credit loss allowance is as follows:

ended ended
March 31, 2020 March 31, 2019
Loss allowance at the commencement of the year 445.25 415.81
Changes in loss allowance, net (73.26) 29.44
Loss allowance at the end of the year 371.99 445.25
196
ICRA Limited
The Company invests its surplus funds as per the investment policy of the Company, which has been approved by the
Board of Directors. Deposits are held with only high rated banks.
c) Liquidity risk
Liquidity risk is the risk that the Company’s will encounter difficultly in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial assets. For the Company, liquidity risk arises from
obligations on account of financial liabilities - Trade payable and other financial liabilities.
Liquidity risk management
The Company continues to maintain adequate amount of liquidity to meet strategic and growth objectives. The Company’s
finance department is responsible for liquidity and fund management. In addition, processes and policies related to such
risks are overseen by senior management. Management monitors the Company’s liquidity position through forecasts on
the basis of expected cash flows.
The table below summarises the maturity profile of the Company’s undiscounted financial liabilities:
As at March 31, 2020 < 1 year 1 to 3 years > 3 years Total

Trade payables 938.55 - - 938.55
Other financial liabilities 920.08 752.50 1,345.09 3,017.67
Total 1,858.63 752.50 1,345.09 3,956.22

Trade payables 477.16 - - 477.16
Other financial liabilities 1,638.97 307.82 - 1,946.79
Total 2,116.13 307.82 - 2,423.95
39.4 Capital Management
The primary objective of the Company’s capital management is to maximise the shareholder value. For the purpose
of Company’s capital management, capital includes issued equity capital, share premium and all other reserves and
surplus attributable to the equity share holders of the Company. In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issues new shares
and raises money through borrowings.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,
2020 and March 31, 2019.
39.5 Foreign currency risk
Foreign currency risk is the risk that the fair value or future cashflows often exposure will fluctuate because of change in
foreign exchange rates. The Company’s exposure to foreign currency changes is not material.
40 Transfer pricing
The Company has established a comprehensive system of maintenance of information and documents as required
by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires existence
of such information and documentation to be contemporaneous in nature, the Company has maintained adequate
documentation for the international transactions entered into with the associated enterprises during the financial year
and expect such records to be in existence in accordance with the requirements of the law. The management is of the
opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on
the financial statements, particularly on the amount of tax expense and that of provision for taxation.
197
ICRA Limited
41 Buy back of shares
The Board of Directors of the Company in its meeting held on August 9, 2018 approved a proposal to buyback equity
shares of the Company, for an aggregate amount not exceeding Rs 8,540 lakh (referred to as the “Maximum Buyback
Size”) from shareholders of the Company under the open market route in accordance with the provisions contained in
the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013
and rules made thereunder. The buyback process commenced on October 1, 2018 and closed on December 12, 2018.
The Company utilised 99.9986% of Maximum Buyback Size authorised for buyback and bought back 252,049 equity
shares resulted in total cash outflow of Rupees 8,539.88 lakh. In line with the requirement of the Companies Act 2013,
an amount of Rs 5,173.82 lakh was utilized from the securities premium and an amount of Rupees 3,340.85 lakh was
utilized from General Reserve for the buyback. Further, capital redemption reserve of Rs 25.21 lakh (representing the
nominal value of the shares bought back) was created as an apportionment from the general reserve.
42 Other comprehensive income

ended ended
March 31, 2020 March 31, 2019
Items that will not be reclassified to profit or (loss)
Remeasurements of defined benefit liability/ (asset) (71.95) (32.61)
Income tax relating to items that will not be reclassified to profit or (loss) 18.11 9.50
Other comprehensive income, net of income tax (53.84) (23.11)
43 Merger of wholly-owned Subsidiaries
The Scheme of Amalgamation (‘Scheme’) of ICRA Management Consulting Services Limited with ICRA Online Limited
(both wholly owned subsidiaries of the Company) approved by the Board of Directors of the Company on August 9,
2018, was filed with the National Company Law Tribunal (‘NCLT’), New Delhi and Kolkata. NCLT, New Delhi and Kolkata
sanctioned the said Scheme and the orders were filed with the Registrar of Companies (“ROC”), Delhi and Kolkata on
June 19, 2019 and November 15, 2019 respectively. Upon filing the order with the ROC, Kolkata, the scheme has
become effective.
Further, in terms of the Scheme, during the year, 10,00,000 Ordinary (Equity) shares of Rs in balance sheet 10 each of
ICRA Online Limited has been issued and allotted as fully paid up to ICRA Limited (including shares issued to nominee
shareholders) against 1,50,00,000 Ordinary (Equity) shares of Rs in balance sheet 10 each held in ICRA Management
Consulting Services Limited. W.e.f. February 7, 2020, the merged entity has been renamed as “ICRA Analytics Limited”.
44 Revenue disclosures
a) Revenue recognised in the current year

ended ended
March 31, 2020 March 31, 2019
Sale of services
Rating and grading fees 5,697.39 7,942.24
Surveillance fees 14,265.63 14,207.27
Research services fees 577.18 615.38
198
ICRA Limited
b) Revenue recognised from last years’ unearned revenue

ended ended
March 31, 2020 March 31, 2019
Rating and grading fees 776.99 1,027.45
Other services fees - 2.23
Total 3,723.05 3,680.93
c) Unearned revenue
March 31, 2020 March 31, 2019
Revenue to be recognised in:
FY 2019-20 - 3,723.05
FY 2020-21 3,180.96 1.57
FY 2021-22 1.23 -
Total 3,182.19 3,724.62
45 Leases
A As a lessee
a) The Company has adopted Ind AS 116 ‘Leases’ with the date of initial application being 1 April 2019. Ind AS 116
replaces Ind AS 17 – Leases and related interpretation and guidance. The Company has applied Ind AS 116 using the
modified retrospective approach. As a result, the comparative information has not been restated. In adopting Ind AS 116,
the Company has applied the below practical expedients:
The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics
The Company has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”
The Company has not applied the requirements of Ind AS 116 for leases of low value assets
The Company has applied the practical expedient to grandfather the definition of a lease on transition. This means that
it will apply Ind AS 116 to all contracts entered into before 1 April 2019 and identified as leases in accordance with Ind
AS 17.
b) The Company’s significant lease arrangements are in respect of office premises. The lease term for these leases ranges
between 11 months and 9 years which includes a lock-in period and in certain cases are renewable by mutual consent
on mutually agreeable terms. These options are negotiated by management and aligned with the Company’s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.
c) The Company has discounted lease payments using the applicable incremental borrowing rate as at 1 April 2019, which
is 10% for measuring the lease liability.
199
ICRA Limited
d) The effect of adoption of Ind AS 116 as at April 1 2019 (increase/(decrease)) is as follows:
Particulars Amount
Assets
Right-of-use assets (included in property, plant and equipment) 2,126.05
Other assets - Prepayments (338.97)
Total assets 1,787.08
Liabilities
Financial liabilities - Lease liabilities (included in other financial liabilities) 1,787.08
Total liabilities 1,787.08
e) The effect of adoption of Ind AS 116 on the Statement of Profit and Loss for the year ended March 31,
2020 is as follows:
Particulars As reported Impact of Ind Comparable

AS 116* Amount
Revenue from operations 20,778.26 - 20,778.26
Other income 4,057.40 - 4,057.40
Total income 24,835.66 - 24,835.66
Employee benefit expenses 10,510.73 - 10,510.73

Finance costs 166.22 164.75 1.47
Depreciation and amortisation expense 537.64 319.33 218.31
Other expenses 4,415.87 (338.81) 4,754.68
Total expenses 15,630.46 145.27 15,485.19
Profit before tax 9,205.20 (145.27) 9,350.47
Tax expense 2,707.22 (36.56) 2,743.78
Profit after tax 6,497.98 (108.71) 6,606.69
Earnings per share (Rupees)

1) Basic 67.55 (1.13) 68.68
2) Diluted 67.55 (1.13) 68.68
* Positive amount represents increase and negative amount represents decrease.
f) Amount recognised in the statement of cash flows

Particulars As at
March 31, 2020
Payment of lease liabilities (174.04)
Interest paid on lease liabilities (164.75)
Payment of short term leases (18.44)
Impact on the statement of cash flows for the year (357.23)
200
ICRA Limited
g) The lease liabilities as at April 1, 2019 can be reconciled to the operating lease commitments as of
March 31 2019 is as follows:
Particulars Amount
Operating lease commitments as at March 31, 2019 708.46
Less: Commitments relating contracts which don’t contain a lease 37.04
Operating lease commitments related to contracts which qualify as lease assets 671.42
Weighted average incremental borrowing rate as at April 1, 2019 10.00%
Discounted operating lease commitments as at April 1, 2019 579.83
Add: Lease payments relating to renewal periods not included in operating lease commitments as 1,207.25
at March 31, 2019
Lease liabilities as at April 1, 2019 1,787.08
h) The contractual maturity of lease liabilities as on March 31, 2020 on an undiscounted basis is as follows:
Particulars As at
March 31, 2020
Not later than one year 342.11
Later than one year but not later than five years 752.50
Later than five years 1,345.09
i) The Company does not foresee significant down-sizing of its employee base rendering the physical infrastructure
redundant. The leases that the Company has entered with lessors towards properties used as offices are long term in
nature and no changes in terms of those leases are expected due to the COVID-19.
j) Lease disclosure for the year ended/ as at March 31, 2019:
The lease rental charged to Statement of Profit and Loss:
Particulars For the year

ended
March 31, 2019
Rent * 398.17
Future minimum lease payable under non-cancellable operating lease are as follows:
Particulars As at
March 31, 2019
* Includes rental for parking space, guest house, office premises etc. which has been accounted in the respective heads.
B As a lessor
The Company has given a part of its premises under cancellable operating lease arrangement. Lease rentals amounting
to Rupees 28.19 lakh (previous year Rupees 24.25 lakh) have been recognised in the Statement of Profit and Loss. As only
a portion of these premises has been let out, the gross carrying amount, depreciation for the year and the accumulated
depreciation of leased premises/ assets is not separately identifiable.
201
ICRA Limited
46 The Company’s Management assesses the operations of the subsidiaries, including the future projections, to identify
indications of diminution, other than temporary, in the value of the investments recorded in the financial statements and
accordingly, no additional provision is required to be made, other than the amounts provided for in the books of account.
47 The movement of provisions are as under:

Particulars Provision for pending Provision for service tax
litigations
Opening balance 100.00 - 15.91 15.91
Additions during the year - 100.00 - -
Utilised during the year (25.00) - - -
Closing balance 75.00 100.00 15.91 15.91
48 Covid-19 impact
The lockdown imposed by the Central and most of the State Governments to contain the spread of COVID-19 has led
to a steep decline in activity levels in the economy across sectors – manufacturing as well as service – that is expected
to result in a sharp contraction in GDP of about 5%, as per ICRA’s estimates, in financial year 2021. Fresh issuances
from corporates, including finance companies, have been restricted to few entities which has impacted the fresh ratings
business. This impact, however, has been mitigated to some extent by the spurt in rating opportunities due to issuances
that got funded by the Reserve Bank of India’s [RBI] Targeted Long-Term Repo Operations [TLTRO] which was a key step
towards providing liquidity to corporates, and the refinancing opportunities that arose because of easing in monetary
policy leading to fall in yields. Rating opportunities in the near term are going to depend, inter alia, on revival in
economic activity, trajectory of interest rates and Government spending to revive manpower intensive sectors that in turn
would spur consumption. Investment by private sector companies would additionally, depend on access to funding, as
lenders as well as investors have turned risk averse.
In terms of operations, the Company is well geared to serve its clients and market participants without any disruption in
the service levels. To mitigate any risk to Company’s employees, the Company extended remote work for all employees
across all locations and demonstrated its ability to provide seamless delivery of high-quality and timely services to its
clients even during the lock-down.
In view of the pandemic relating to COVID-19, the Company has considered internal and external information and
has performed an analysis based on current estimates on the Company’s capital and financial resources, profitability,
liquidity position, assets, internal financial reporting and control, and demand for the Company’s services. The Company
is of the view that based on its present assessment, this situation does not materially impact the Company’s capital
and financial resources. However, the actual impact of COVID-19 may differ from that estimated due to unforeseen
circumstances and the Company will continue to closely monitor any material changes to future economic conditions and
consequential impact on its financial statements.
49 The previous year’s figures have been regrouped/ reclassified wherever considered necessary to make them comparable
with those of the current year’s classification.
For B S R & Co. LLP

202
Independent Auditor’s Report
To the Members of ICRA Limited
Report on the Audit of Consolidated Financial Statements

Opinion
We have audited the Consolidated Financial Statements of ICRA Limited (hereinafter referred to as the “Holding Company”) and
its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated
Balance Sheet as at 31 March 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income),
Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended, and notes to
the Consolidated Financial Statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as “the Consolidated Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, except for the effects/ possible
effects, if any, of the matter described in the “Basis for Qualified Opinion” section of our report and based on the consideration of
reports of other auditors on separate financial statements of such subsidiaries as were audited by the other auditors, the aforesaid
Consolidated Financial Statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated State of
Affairs of the Group as at 31 March 2020, of its Consolidated Profit and Other Comprehensive Income, Consolidated Changes
in Equity and Consolidated Cash Flows for the year then ended.

Attention is drawn to note 29 of the Consolidated Financial Statements, wherein it is explained that the Holding Company is in the
process of addressing certain ongoing matters.
First, in respect of an adjudication proceeding (“Adjudication Proceeding”) initiated by the Securities and Exchange Board of India
(“SEBI”) in relation to the credit ratings assigned to one of the Holding Company’s customers and the customer’s subsidiaries,
SEBI issued an order imposing a penalty of INR 25 lakh under section 15HB of the SEBI Act, 1992 on the Holding Company.
Further, SEBI issued a Show Cause Notice (“SCN”) for enhancement of penalty amount. The Holding Company has filed an
appeal challenging the adjudication order before the Securities Appellate Tribunal (the “SAT”) and deposited the penalty amount
of INR 25 lakh without prejudice to such appeal. The said appeal is pending before the SAT. The Holding Company has also been
cooperating with government agencies and responding to their queries in relation to this matter.
making certain allegations against two former officials, which were forwarded to the Holding Company by SEBI (“Representations”).
During the examination of the aforesaid Representations, certain counter allegations were made by one of the two former officials,
for which the Board appointed a second set of external experts to examine such allegations.
officials was not in conformity with certain applicable regulations and Holding Company policies relating to credit rating activities.
The aforesaid officials are no longer in the employment of the Holding Company. The external experts have expressed that no
evidence was found suggesting ex-facie that the ratings examined as part of the examination were inflated (i.e. were unsupported
by ratings analysis). Further, as per external experts, this is subject to the limitation that the determination of whether or not any
ratings are supported by ratings analysis, is a qualitative technical matter that was beyond the scope of the examination as the
examination was not aimed at reviewing the appropriateness of rating opinions on merits.
Based on our sighting and briefing of the findings of the second set of external experts, the findings do not indicate any material
deficiencies with applicable regulations and Holding Company policies.
The findings of the external experts have been presented to the Board members. As informed to us, the Board is in the process of
taking steps with regard to the outcome of the examinations.
Third, the Holding Company directly received another anonymous representation during the year ended 31 March 2020 against
Fourth, the Holding Company had received a letter from SEBI seeking comments on observations made in the interim report
dated July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group. As informed to us, the
Holding Company had submitted its responses to SEBI on such observations dated 14 August 2019 and there has been no further
development in this matter.
203
While the Group has made a provision for penalty on a best estimate basis with regard to the Adjudication Proceeding, the impact
of uncertainties arising from SEBI’s powers against non-compliances of aforesaid regulatory framework and other matters stated
above are currently unascertainable. Consequently, we are unable to estimate the impact, if any, that may result from a conclusion
of these matters or any related inquiry, on the Consolidated Financial Statements for the year ended 31 March 2020.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to
our audit of the Consolidated Financial Statements in terms of the Code of Ethics issued by the Institute of Chartered Accountants
of India and the relevant provisions of the Act, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors
referred to in sub paragraph (a) of the “Other Matters” paragraph below, is sufficient andappropriate to provide a basis for our
qualified audit opinion on the Consolidated Financial Statements.
Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated
Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In
addition to the matter described in the Basis for Qualified Opinion section, we have determined that the matter described below
to be the key audit matters to be communicated in our report:
Description of Key Audit Matter
a) Revenue recognition
See note 3.2 to the Consolidated Financial Statements
The key audit matter How the matter was addressed in our audit
The revenue relating to rating and grading, where customers’ Our audit procedures included:
acceptance is required, is recognized upon issuance of press
release or disclosure of unaccepted ratings on the Holding • Evaluation of the design and implementation and operating
Company’s website. For other cases, revenue is recognized effectiveness of internal controls relating to revenue
upon transfer of control of promised services to the customers. recognition process.
• On selected sample of contracts, tested revenue recognition,
There is a risk that revenue is recognized for all services before and our procedures included:
the transfer of control of the service to customer is completed. - evaluating the identification of performance obligations;
- considering the terms of the contracts to determine the
transaction price; and
- inspection of the date of transfer of control of service and
recording of revenue at an appropriate date.
• Tested revenue recognition for cut-off transactions on
sample basis to assess whether the customer has obtained
the control of service and whether the timing of revenue
recognition is appropriate.
• Assessed the adequacy of the disclosures in accordance
with the relevant accounting standard.
Other Information
The Holding Company’s management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Holding Company’s annual report, but does not include the Consolidated Financial
Statements and our auditor’s report thereon. The Holding Company’s Annual Report is expected to be made available to us
after the date of the Auditor’s Report.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated.
204
Management’s and Board of Directors’ Responsibilities for the Consolidated Financial Statements
The Holding Company’s Management and Board of Directors are responsible for the preparation and presentation of these
Consolidated Financial Statements in term of the requirements of the Act that give a true and fair view of the Consolidated State of
Affairs, Consolidated Profit and Other Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated
Cash Flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the Companies
included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of each Company, and for preventing and detecting frauds and other irregularities; the selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been
used for the purpose of preparation of the Consolidated Financial Statements by the Management and Directors of the Holding
Company, as aforesaid.
In preparing the Consolidated Financial Statements, the respective Management and Board of Directors of the companies included
in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Companies included in the Group is responsible for overseeing the financial reporting
process of each Company.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Consolidated Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on the internal
financial controls with reference to the Consolidated Financial Statements and the operating effectiveness of such controls
based on our audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting in
preparation of Consolidated Financial Statements and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,
and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of such entities or business activities within
the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision
and performance of the audit of financial information of such entities included in the Consolidated Financial Statements of
which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have
205
been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the
audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further
described in para (a) of the section titled ‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors referred to in
sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit
opinion on the Consolidated Financial Statements.
We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated
Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
(a) We did not audit the financial statements of three subsidiaries, whose financial statements reflect total assets (before
consolidation adjustments) of Rs. 5,552.88 lacs as at 31 March 2020, total revenue (before consolidation adjustments) of Rs.
656.44 lacs and net cash outflows (before consolidation adjustments) of Rs. 39.09 lacs for the year ended on that date, as
considered in the Consolidated Financial Statements. These financial statements/financial information have been audited by
other auditors whose reports have been furnished to us by the Management and our opinion on the Consolidated Financial
Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and our report in
terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the
audit reports of the other auditors.
Certain of these subsidiaries are located outside India, whose financial statements have been prepared in accordance with
the accounting principles generally accepted in their respective countries and which have been audited by other auditors
under generally accepted auditing standards applicable in their respective countries. The Holding Company’s management
has converted the financial statements of such subsidiaries located outside India from accounting principles generally
accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion
adjustments made by the Holding Company’s management. Our opinion in so far as it relates to the balances and affairs of
such subsidiaries located outside India is based on the report of other auditors and conversion adjustments prepared by the
management and audited by us.
(b) The financial information of one subsidiary, whose financial information reflect total assets (before consolidation adjustments)
of Rs. 1.01 lacs as at 31 March 2020, total revenues (before consolidation adjustments) of Rs. Nil and net cash inflows
(before consolidation adjustments) of Rs. 0.06 lacs for the year ended on that date, as considered in the Consolidated
Financial Statements, have not been audited either by us or by other auditors. These unaudited financial information have
been furnished to us by the Management and our opinion on the Consolidated Financial Statements, in so far as it relates
to the amounts and disclosures included in respect of said subsidiary, and our report in terms of sub-sections (3) of Section
143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited financial information. In our
opinion and according to the information and explanations given to us by the Management, these financial information are
not material to the Group.
Our opinion on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and
the financial information certified by the Management.
Report on Other Legal and Regulatory Requirements

(A) As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors
on separate financial statements of such subsidiaries as were audited by other auditors, as noted in the ‘Other Matters’
paragraph, we report, to the extent applicable, that:
a) Except for the effects of restricted access and limited information provided to us with respect to underlying documents
supporting the work of the external experts and the effects of the matter described in the Basis for Qualified Opinion
paragraph above, we have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
206
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated
Financial Statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with
by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the
Consolidated Financial Statements.
d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under section 133 of
the Act.
e) Based on the legal opinions obtained by the Holding Company from reputed external counsels, the Holding Company
does not foresee an action from the regulator(s) that could adversely affect the functioning of the Holding Company.
However, in our opinion, the matter described in the Basis for Qualified Opinion paragraph above, may have an
adverse effect on the functioning of the Holding Company.
f) On the basis of the written representations received from the directors of the Holding Company as on 31 March
2020 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of
its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is
disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference to Consolidated Financial Statements of
the Holding Company, its subsidiary companies incorporated in India and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A”.
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit
and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us
and based on the consideration of the reports of the other auditors on separate financial statements of the subsidiaries, as
noted in the ‘Other Matters’ paragraph:
i. The Consolidated Financial Statements disclose the impact of pending litigations as at 31 March 2020 on the
consolidated financial position of the Group – Refer Note 28 and 29 to the Consolidated Financial Statements;
ii. The Group did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses;
iii. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Holding Company and its subsidiaries incorporated in India during the year ended 31 March 2020; and
iv. The disclosures in the Consolidated Financial Statements regarding holdings as well as dealings in specified bank notes
during the period from 8 November 2016 to 30 December 2016 have not been made in the Consolidated Financial
Statements since they do not pertain to the financial year ended 31 March 2020.
(C) With respect to the matter to be included in the Auditor’s report under section 197(16):
In our opinion and according to the information and explanations given to us and based on the reports of the statutory
auditors of such subsidiary companies incorporated in India which were not audited by us, the remuneration paid during the
current year by the Holding Company and its subsidiary companies to its directors is in accordance with the provisions of
Section 197 of the Act. The remuneration paid to any director by the Holding Company and its subsidiary companies is not in
excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details
under Section 197(16) which are required to be commented upon by us.
For B S R & Co. LLP

Shashank Agarwal
Partner
ICAI UDIN: 20095109AAAAEP6065
Place: Gurugram
Date: 14 July 2020
207
Annexure A to the Independent Auditor’s report on the Consolidated Financial

Statements of ICRA Limited for the year ended 31 March 2020
Report on the Internal Financial Controls with reference to the aforesaid Consolidated Financial Statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph A(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)
Adverse Opinion
In conjunction with our audit of the Consolidated Financial Statements of ICRA Limited as of and for the year ended 31 March
2020, we have audited the internal financial controls with reference to Consolidated Financial Statements of ICRA Limited and
its subsidiary companies, which are companies incorporated in India under the Companies Act, 2013 (together referred to as
“the Company” in this report), as of that date.
In our opinion, because of the effects/possible effects, if any, of the material weaknesses described below on the achievement
of the objectives of the control criteria, the Company has not maintained adequate internal financial controls with reference
to Consolidated Financial Statements and such internal financial controls with reference to Consolidated Financial Statements
were not operating effectively as at 31 March 2020, based on the internal financial controls with reference to Consolidated
Financial Statements criteria established by the Company considering the essential components of such internal controls stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India (the “Guidance Note”).
We have considered the material weaknesses identified and reported below in determining the nature, timing, and extent of
audit tests applied in our audit of the Consolidated Financial Statements for the year ended 31 March 2020 and the material
weaknesses have affected our opinion on the said Consolidated Financial Statements and we have issued a qualified opinion
on the said Consolidated Financial Statements.
Basis for Adverse Opinion

As explained inter-alia in the “Basis for Qualified Opinion” section of our Audit Report on the Consolidated Financial Statements
for the year ended 31 March 2020, pursuant to examinations by the external experts appointed by the Board of Directors of
the Company of anonymous representations received by the Company, non-compliances of certain applicable regulations
and Company policies relating to credit rating activities, including override of certain internal controls by senior management
officials, have been identified, which indicates that the control environment was ineffective as at 31 March 2020. This could
potentially result in legal/ penal implications on the Company. The Company is in the process of undertaking remedial
steps over a defined period of time towards strengthening its control environment. Pending the outcome of aforesaid non-
compliances and conclusion of certain other ongoing matters, the completeness of identification of control deficiencies cannot
be ascertained.
A ‘material weakness’ is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
Management’s and Board of Directors’ Responsibility for Internal Financial Controls

The respective Company’s management and the Board of Directors are responsible for establishing and maintaining internal
financial controls with reference to Consolidated Financial Statements based on the criteria established by the respective
Company considering the essential components of internal control stated in the Guidance Note. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter
referred to as “the Act”).
Our responsibility is to express an opinion on the internal financial controls with reference to Consolidated Financial
Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing,
prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to
Consolidated Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements
208
and plan and perform the audit to obtain reasonable assurance about whether adequate Internal Financial Controls with
reference to Consolidated Financial Statements were established and maintained and if such controls operated effectively in
all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Controls with
reference to Consolidated Financial Statements and their operating effectiveness. Our audit of Internal Financial Controls
with reference to Consolidated Financial Statements included obtaining an understanding of Internal Financial Controls with
reference to Consolidated Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of the internal controls based on the assessed risk. The procedures selected depend
on the auditor’s judgement, including the assessment of the risks of material misstatement of the Consolidated Financial
Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit
opinion on the Internal Financial Controls with reference to Consolidated Financial Statements.
Meaning of Internal Financial controls with Reference to Consolidated Financial Statements

A Company’s Internal Financial Controls with reference to Consolidated Financial Statements is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for
external purposes in accordance with generally accepted accounting principles. A Company’s Internal Financial Controls with
reference to Consolidated Financial Statements include those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being
made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets
that could have a material effect on the Consolidated Financial Statements.
Inherent limitations of Internal Financial controls with Reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to Consolidated Financial Statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the Internal Financial Controls with reference to Consolidated
Financial Statements to future periods are subject to the risk that the Internal Financial Controls with reference to Consolidated
Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
For B S R & Co. LLP

Shashank Agarwal
Partner
ICAI UDIN: 20095109AAAAEP6065
Place: Gurugram
Date: 14 July 2020
209
ICRA Limited
Consolidated Balance Sheet as at March 31, 2020

No. March 31, 2020 March 31, 2019
I. ASSETS
(1) Non-current assets
(a) Property, plant and equipment 4 5,252.48 3,230.73
(b) Goodwill 43 122.53 122.53
(c) Other intangible assets 5.1 74.60 30.24
(d) Intangible assets under development 5.2 204.19 140.21
(e) Financial assets
(i) Investments 6.1 2,426.55 10,402.23
(ii) Loans 7.1 445.43 443.14
(iii) Other financial assets 8.1 2,106.88 4,193.15
(f) Deferred tax assets (net) 9 642.20 337.12
(g) Non-current tax assets (net) 10 1,178.75 1,204.73
(h) Other non-current assets 11.1 83.47 396.34
Total non-current assets 12,537.08 20,500.42
(2) Current assets
(a) Financial assets
(i) Investments 6.2 7,969.99 7,747.76
(ii) Trade receivables 12 5,719.47 3,380.54
(iii) Cash and cash equivalents 13 1,620.82 2,442.15
(iv) Bank balances other than (iii) above 14 51,057.83 38,306.47
(v) Loans 7.2 36.06 53.79
(vi) Other financial assets 8.2 4,171.95 3,295.58
(b) Other current assets 11.2 1,411.89 1,116.15
(c) Assets held for sale 27.74 27.74
Total current assets 72,015.75 56,370.18
Total assets 84,552.83 76,870.60
II. EQUITY AND LIABILITIES
(1) Equity
(a) Equity share capital 15 965.12 965.12
(b) Other equity 16 69,196.35 63,122.31
Equity attributable to equity holders of parent 70,161.47 64,087.43
Non-controlling interests 258.58 172.91
Total equity 70,420.05 64,260.34
Liabilities
(2) Non-current liabilities
(i) Other financial liabilities 17.1 1,922.58 160.21
(b) Provisions 18.1 708.47 589.64
(c) Other non-current liabilities 19.1 - 0.27
Total non-current liabilities 2,631.05 750.12
(3) Current liabilities
(i) Trade payables 20
(A) Total outstanding dues of micro and small enterprises 11.39 6.35
(B) T otal outstanding dues other than micro and small enterprises 1,540.87 1,040.01
(ii) Other financial liabilities 17.2 1,163.76 1,719.18
(b) Provisions 18.2 2,368.91 2,726.81
(c) Current tax liabilities (net) 21 300.25 162.91
(d) Other current liabilities 19.2 6,116.55 6,204.88
Total current liabilities 11,501.73 11,860.14
Total equity and liabilities 84,552.83 76,870.60
The notes referred to above form an integral part of the consolidated financial statements
For B S R & Co. LLP
210
ICRA Limited
Consolidated Statement of Profit and Loss for the year ended March 31, 2020

No. ended ended
March 31, 2020 March 31, 2019
I Revenue from operations 22 32,108.84 32,806.00
II Other income 23 4,796.75 4,479.57
III Total income (I+II) 36,905.59 37,285.57
Expenses
IV Employee benefit expenses 24 16,166.87 16,079.68
V Finance costs 25 204.47 7.48
VI Depreciation and amortisation expense 26 1,029.01 562.24
VII Other expenses 27 6,357.65 5,432.36
VIII Total expenses (IV to VII) 23,758.00 22,081.76
IX Profit before tax (III-VIII) 13,147.59 15,203.81
Tax expense:
Current tax 3,707.31 4,278.80
Deferred tax (283.49) 330.45
X Total tax expense 9 3,423.82 4,609.25
XI Profit after tax (IX-X) 9,723.77 10,594.56
Other comprehensive income 42
A. (i) Items that will not be reclassified to profit or (loss) (85.40) (46.11)
(ii) Income tax relating to items that will not be reclassified to
21.59 13.36
profit or (loss)
B. (i) Items that will be reclassified to profit or (loss) 1.28 (5.39)
(ii) Income tax relating to items that will be reclassified to profit - -
or loss
XII Total other comprehensive income, net of tax (A+B) (62.53) (38.14)
XIII Total comprehensive income for the year (XI + XII) 9,661.24 10,556.42
XIV Profit attributable to :
Owners of the Company 9,617.50 10,540.30
XV Other comprehensive income attributable to :
Owners of the Company (62.53) (36.22)
Non-controlling interests - (1.92)
XVI Total comprehensive income attributable to :
Owners of the Company 9,554.97 10,504.08
XVII Earnings per share (Rs.)
31
(face value of Rs. 10 per share):
Basic 99.98 108.03
Diluted 99.98 107.98
The notes referred to above form an integral part of the consolidated financial statements
For B S R & Co. LLP

211
ICRA Limited
Consolidated Cash Flow Statement for the year ended March 31, 2020

ended ended
March 31, 2020 March 31, 2019
A. Cash flow from operating activities
Profit before tax 13,147.59 15,203.81
Adjustments for:
Depreciation and amortisation expense 1,029.01 562.24
Short term lease rental 61.79 -
Unrealised foreign exchange loss/ (gain) (net) (0.23) 9.29
Interest income on fixed deposits (3,696.29) (2,705.16)
Interest income on investments (639.27) (429.48)
Gain on financial assets carried at FVTPL (net) (314.52) (1,116.82)
Advances received from customers written back (178.91) (195.97)
Profit on sale of property, plant and equipment (net) - (58.06)
Adjustment on adoption of Ind AS 115 - (146.94)
Operating cash flow before changes in operating assets and 9,796.80 11,573.97
liabilities
Adjustments for changes in operating assets and liabilities

(Increase)/ decrease in trade receivables (2,664.74) 669.46
(Increase)/ decrease in loans 15.44 (150.06)
(Increase)/ decrease in other financial assets (476.91) (434.84)
(Increase)/ decrease in other assets (348.87) (691.12)
Increase/ (decrease) in trade payables 505.90 275.53
Increase/ (decrease) in other financial liabilities (917.56) 1,014.37
Increase/ (decrease) in other liabilities 90.31 (201.69)
Increase/ (decrease) in provisions (324.47) 206.83
Cash generated from operations before tax 5,675.90 12,262.45
Taxes paid, net of refund (3,543.99) (4,177.07)

Net cash generated from operating activities (A) 2,131.91 8,085.38
B. Cash flow from investing activities:

Purchase of property, plant and equipment, intangible assets and intangible (406.09) (471.31)
assets under development including capital advances
Sale proceeds from property, plant and equipment and intangible assets 18.37 461.03
Sale proceeds from redemption/ disposal of mutual funds 8,290.21 18,382.49
Investments (made in)/ redemption in corporate deposits (net) (222.23) (1,568.01)
Interest received on investments 653.21 482.55
(Increase)/ decrease in fixed deposits (having maturity of more than three (10,678.37) (14,505.69)
months), net
Interest received on fixed deposits 3,459.50 1,689.58
Net cash generated/ (used) in investing activities (B) 1,114.60 4,470.64
212
ICRA Limited
Consolidated Cash Flow Statement for the year ended March 31, 2020

ended ended
March 31, 2020 March 31, 2019
C. Cash flow from financing activities
Payment towards buy back of shares (Refer note 39) - (8,539.88)
Payment of lease liabilities (306.35) -
Interest paid on lease liabilities (203.00) -
Payment of short term leases (61.79) -
Dividend paid (2,906.39) (2,971.87)
Dividend distribution tax paid (595.15) (610.69)
(Decrease)/ increase in unclaimed dividend 4.84 (0.21)
Proceeds from transfer of shares to employees under employees stock - 28.81
options scheme (Refer note 41)
Net cash generated/ (used) in financing activities (C) (4,067.84) (12,093.84)
Net increase/ (decrease) in cash and cash equivalents (A+B+C) (821.33) 462.18
Add: Cash and cash equivalents at the beginning of year 2,442.15 1,979.97
Cash and cash equivalents at the end of the year 1,620.82 2,442.15
Components of cash and cash equivalents (Refer note 13)

Cheques on hand - 6.85
Balances with banks

In current accounts 1,593.57 2,157.72
In deposit accounts (with original maturity of three months or less) 23.44 274.40
Cash and cash equivalents at the end of the year 1,620.82 2,442.15
Note:
Consolidated Cash Flow Statement has been prepared under the indirect method as set out in the Ind AS 7 ‘’Statement of
Cash Flows”
The notes referred to above form an integral part of the consolidated financial statements.
For B S R & Co. LLP

213
ICRA Limited
214
Consolidated Statement of Changes in Equity for the year ended March 31, 2020
Particulars Attributable to equity shareholders Attributable Total

Equity Other equity Total to Non-
share Reserves and surplus Items of OCI attributable controlling
capital Capital Securities Capital Share Treasury General Retained Remeasurement Exchange to owners interests
of the
reserve premium redemption based shares reserve earnings of defined benefit difference on
reserve payment obligations translation company
reserve of Foreign
operations
Opening balance as at April 1, 2018 990.33 3,302.03 5,078.29 40.10 97.91 (134.25) 11,644.28 44,545.67 (60.77) (1.47) 65,502.12 133.44 65,635.56
Adjustment on adoption of Ind AS 115, net (104.15) (104.15) (104.15)
of tax
Impact of recognition of deferred tax asset 155.73 155.73 155.73
on amalgamation (Refer note 40)
Opening balance after adjustments 990.33 3,302.03 5,078.29 40.10 97.91 (134.25) 11,644.28 44,597.25 (60.77) (1.47) 65,553.70 133.44 65,687.14
Profit after tax 10,540.30 10,540.30 54.26 10,594.56
Other comprehensive income, net of tax (30.83) (5.39) (36.22) (1.92) (38.14)
Total comprehensive income for the year 10,540.30 (30.83) (5.39) 10,504.08 52.34 10,556.42
Options exercised 95.53 (95.53) - -
Options lapsed (2.38) 2.38 - -
Buyback of equity shares (Refer note 39) (25.21) (5,173.82) 25.21 (3,366.06) (8,539.88) (8,539.88)
Issue of shares on exercise of options by 28.81 28.81 28.81
employees (Refer note 41)
Dividend on equity shares (2,958.99) (2,958.99) (12.87) (2,971.86)
Dividend distribution tax (500.29) (500.29) (500.29)
Closing balance as at March 31, 2019 965.12 3,302.03 - 65.31 - (105.44) 8,280.60 51,678.27 (91.60) (6.86) 64,087.43 172.91 64,260.34
Opening balance as at April 1, 2019 965.12 3,302.03 - 65.31 - (105.44) 8,280.60 51,678.27 (91.60) (6.86) 64,087.43 172.91 64,260.34
Profit after tax 9,617.50 9,617.50 106.27 9,723.77
Other comprehensive income, net of tax (63.81) 1.28 (62.53) - (62.53)
Total comprehensive income for the year 9,617.50 (63.81) 1.28 9,554.97 106.27 9,661.24
Dividend on equity shares (2,885.78) (2,885.78) (20.60) (2,906.38)
Dividend distribution tax (595.15) (595.15) (595.15)
Closing balance as at March 31, 2020 965.12 3,302.03 - 65.31 - (105.44) 8,280.60 57,814.84 (155.41) (5.58) 70,161.47 258.58 70,420.05
The accompanying notes form an integral part of the consolidated financial statements
For B S R & Co. LLP

ICRA Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2020
1. Corporate information
ICRA Limited (formerly Investment Information and Credit Rating Agency of India Limited) (‘the Company’ or ‘Holding
Company’) was set up in 1991 by leading financial/ investment institutions, commercial banks and financial services
companies as an independent and professional Investment Information and Credit Rating Agency. ICRA is a public
limited Company, incorporated and domiciled in India with its registered office in New Delhi. It is listed on BSE Limited
and the National Stock Exchange of India Limited.
It has various subsidiaries involved in rating, management consulting and outsourcing and information services etc.
These consolidated financial statements comprise the Company and its subsidiaries including step down subsidiaries
(collectively known as ‘the Group’) as detailed below:
Name of the entities Country of incorporation Ownership in % either

directly or through
subsidiaries
ICRA Analytics Limited (formerly ICRA Online Limited) India 100%
ICRA Management Consulting Services Limited (merged with India 100%
ICRA Analytics Limited w.e.f. November 15, 2019)
Pragati Development Consulting Services Limited India 100%
ICRA Employees Welfare Trust India NA
PT. ICRA Indonesia* Indonesia 99%
ICRA Lanka Limited Sri Lanka 100%
ICRA Nepal Limited Nepal 51%
* Under liquidation.
2. Basis of preparation
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (referred
to as “Ind AS”) as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Companies (Indian
Accounting Standards) Rules 2015 and other relevant provisions of the Act.
These consolidated financial statements have been prepared on the historical cost basis and on an accrual basis, except
for certain financial instruments which are measured at fair values at the end of each reporting period, as explained in
the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange
for goods and services.
In estimating the fair value of an asset or liability, the Group takes into account the characteristics of the asset or liability
that market participants would take into account when pricing the asset or liability at the measurement date. Fair value for
measurement and/or disclosure purpose in these consolidated financial statements is determined on such a basis, except
for share-based payment transactions that are within the scope of Ind AS 102 Share-based Payments and measurements
that have some similarities to fair value but are not fair value, such as ‘value in use’, in Ind AS 36 Impairment of assets.
The consolidated financial statements were authorised for issue by the Company’s Board of Directors on July 14, 2020.
2.2 Basis of consolidation
The consolidated financial statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances. The accounting policies adopted in the preparation of consolidated financial
statements are consistent with those of previous year. The financial statements of the Company and its subsidiaries have
been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and
expenses, after eliminating intra-group balances, intra-group transactions and the unrealised profits/ losses, unless cost/
revenue cannot be recovered.
215
ICRA Limited
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has right to,
variable returns from its involvement with the entity and has ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which
control commence until the date on which control ceases.
The excess of cost to the Group of its investment in subsidiaries, on the acquisition dates over and above the Group’s
share of equity in the subsidiaries, is recognised as ‘Goodwill’ being an asset in the consolidated financial statements.
The said Goodwill is not amortised, however, it is tested for impairment at each Balance Sheet date and the impairment
loss, if any, is provided for. On the other hand, where the share of equity in subsidiaries as on the date of investment is
in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves
and Surplus’ in the consolidated financial statements.
Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the consolidated
Balance Sheet separately within equity.
Non-controlling interests in the net assets of consolidated subsidiaries consists of:
(a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is made;
and
(b) The non-controlling interests share of movements in equity since the date parent subsidiary relationship came into
existence.
The profit and other comprehensive income attributable to non-controlling interests of subsidiaries are shown separately
in the Consolidated Statement of Profit and Loss and Consolidated Statement of Changes in Equity.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related
non-controlling interest and other component of equity. An interest retained in the former subsidiary is measured at fair
value at the date the control is lost. Any resulting gain or loss is recognised in consolidated profit or loss.
2.3 Functional and presentation currency
The consolidated financial statements are presented in Indian Rupee (Rs.), which is also the Company’s functional
currency and reporting currency of the Group. All values are rounded to the nearest lakh, unless otherwise stated.
2.4 Use of estimates, judgements and assumptions
In preparing these consolidated financial statements, management has made judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of income, expenses, assets and liabilities,
Actual results may differ from these estimates and assumptions.
Estimate and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates are recognised
prospectively.
The Group has identified the following areas where significant judgements, estimates and assumptions are required.
Further information on each of these areas and how they impact the various accounting policies are described below and
in the relevant notes to the consolidated financial statements. Changes in estimates are accounted for prospectively.
Judgements
In the process of applying the accounting policies, management has made the following judgements, which have the
most significant effect on the amounts recognized in the consolidated financial statements:
216
ICRA Limited
a. Provisions and contingent liabilities
The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow
of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting period
and are adjusted to reflect the current best estimates.
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Group, including
legal, contractual and other claims. By their nature, contingencies will be resolved only when one or more uncertain
future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently
involves the exercise of significant judgements and the use of estimates regarding the outcome of future events.
b. Revenue recognition
In case of initial rating a portion of the fee is allocated towards first year surveillance based on management’s estimate.
Surveillance fees from second year onwards is recognised when there is reasonable certainty of collection. The assessment
of reasonable certainty involves exercise of significant judgements on client co-operation for surveillance which includes
receipt of information for performing surveillance rating and realisation of fees.
c. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification
of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including
anticipated renewals) and the applicable discount rate.
The Group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an
option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option
to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is
reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers
all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the
lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the
non-cancellable period of a lease.
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a
portfolio of leases with similar characteristics.
Assumptions and estimation uncertainties
The key assumptions concerning the future uncertainty at the reporting date that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:
a. Impairment of non-financial assets and goodwill
any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
of cash inflows of other assets or CGUs.
Goodwill arising from a business combination is allocated to CGUs or Group of CGUs that are expected to benefit from
the synergies of the combination.
217
ICRA Limited
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining
fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an
appropriate valuation model is used. These calculations are corroborated by valuation multiples and other available fair
value indicators.
b. Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The
respective entities of the Group use judgements in making these assumptions and selecting the inputs to the impairment
calculation, based on history, existing market conditions as well as forward looking estimates at the end of each reporting
period.
c. Defined benefit plans

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are
determined at entity level using actuarial valuations. An actuarial valuation involves various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future salary increases,
withdrawal rate and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined
benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed by entities at each
reporting date.
d. Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the consolidated balance sheet cannot be
measured based on quoted prices in the active markets, their fair value is measured using valuation techniques including
the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where
this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of
inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported
fair value of financial instruments.
e. Recognition of deferred tax assets

Deferred tax assets are recognised for temporary differences and unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management judgement is required to
determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future
taxable profits together with future tax planning strategies.
2.5 Fair value measurement

The Group measures both its financial and non-financial assets and liabilities such as investments, security deposits, loan
to staff, trade payables, payable to employees etc. at fair value at each balance sheet date using valuation techniques.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or

In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset
in its highest and best use.
218
ICRA Limited
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
3. Significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial
statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
3.1 Current versus non-current classification

All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle and
other criteria set out in the Division II of Schedule III to the Act.
Based on the nature of activities of the Group, the Group has determined its operating cycle as twelve months for the
purpose of classification of its assets and liabilities as current and non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities respectively.
3.2 Revenue recognition

The Group earns revenue primarily from the rating (including grading and research), management consulting, outsourcing
and information services and other services.
i) In rating and grading services, the first year rating and grading fees includes free surveillance for first twelve months
or the period of instrument, whichever is shorter, from the date of rating and grading. A portion of the fee is allocated
towards first year free surveillance based on management’s estimate. The revenue related to initial rating and grading is
recognised upon issuance of press release or disclosure of unaccepted ratings on the Company’s website.
Surveillance fee, to the extent of reasonable certainty of collection, is recognised over the surveillance period (ignoring
fractions of months).
ii) In consulting:
a. Revenue from contracts priced on a time and material basis are recognised when services are rendered and related
costs are incurred.
b. Revenue from time bound fixed price contracts are recognised over the life of the contract using the Proportionate
Completion Method, with contract costs determining the degree of completion. When reliable estimates of revenue
cannot be made or when revenue is contingent on events that are beyond the control of the entity, revenue is
recognised under the Completed Contract Method. Foreseeable losses on contracts are recognised when probable.
219
ICRA Limited
iii) Revenue related to subscription fees of data products, research reports, and annual maintenance charges and any other
periodic charges are recognised over the related subscription period. Revenue from sale and customisation of software
is recognised on acceptance of deliverable by client on completion of work or reaching milestone as per agreement with
client.
iv) Revenue from outsourced services in respect of period based assignments of maintenance and management of data,
income is recognised over the period of assignment.
v) Revenue from other service arrangements is recognised as and when services are rendered and related costs are incurred,
in accordance with the terms of the specific contracts.
vi) Unearned revenue represents advance billing for which services have not been rendered.
vii) Unbilled revenue represents services rendered for which invoices are yet to be raised.
viii) Out of pocket expenses which are recoverable from customers, are recognised both as expenditure and revenue.
3.3 Export incentive

Export benefits available under prevalent schemes are accrued in the year in which the services are exported and there
is no uncertainty in receiving the same.
3.4 Government grants and subsidies

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will
be received and the Group will comply with all the attached conditions.
Government grants that compensate for expenses incurred are recognised in the Consolidated Statement of Profit and
Loss, as other operating income on a systematic basis in the periods in which the expense are recognised.
3.5 Other income

Dividend income is recognised when the unconditional right to receive the income is established, which is generally when
shareholders approve the dividend.
Interest income on bank deposits is recognised using effective interest rate, on time proportionate basis.
For accounting policy on income from other financial instruments refer para 3.6.
3.6 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Initial recognition and measurement

Trade receivable and debt securities are initially recognised when they are originated. All other financial assets and
financial liabilities are initially recognised when the Group became party to the contractual provision of the instrument.
A financial asset or financial liability is initially recognised at fair value plus, for an item not at fair value through profit or
loss (FVTPL), transaction costs that are directly attributable its acquisition or issue.
220
ICRA Limited
Classification and subsequent measurement
Financial assets
On initial recognition, financial asset is classified as measured at:
- Amortised cost
- Fair value through other comprehensive income (FVTOCI) – debt investments
- FVTOCI – equity investments or
- FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes
its business model for mapping of financial assets.
A financial asset is measured at the amortised cost if both of the following conditions are met and is not designated as
at FVTPL:
- the asset is held within a business model whose objective is to hold assets and collect contractual cash flows; and
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
A ‘debt investment’ is measured at FVTOCI if both of the following conditions are met and is not designated as at FVTPL:
- the assets is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling the financial assets; and
- the contractual term of the financial asset give rise on specified dates to cashflows that are solely payments of
principal and interest on the principal amount outstanding.
On initial recognition of an equity investments that is not held for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI (designated as FVTOCI – equity investment). This election is
made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVTOCI as described above are measured at FVTPL.
Subsequent measurement and gains and losses
Financial assets at amortised cost These assets are subsequently measured at amortised cost using effective interest
method. The amortised cost is reduced by impairment losses. Interest income,
foreign exchange gains or losses and impairment are recognised in profit and loss.
Any gain or loss on derecognition is recognised in profit and loss.
Debt investments at FVTOCI These assets are subsequently measured at fair value. Interest income under
effective interest method, foreign exchange gains or losses and impairment are
recognised in profit and loss. Other net gains and losses are recognised in OCI.
On derecognition, gains and losses accumulated in OCI reclassified to profit and
loss.
Equity investments at FVTOCI These assets are subsequently measured at fair value. Dividend are recognised as
income in profit and loss unless the dividend clearly represents recovery of part of
the cost of the investment. Other net gains and losses are recognised in OCI and
are not reclassified to profit and loss.
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses,
including any interest or dividend income are recognised in profit and loss.
221
ICRA Limited
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL if it is
classified as held-for-trading, or it is designated as such on initial recognition. Financial liabilities are measured at fair
value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities
are measured at amortised cost using effective interest method. Interest expense and foreign exchange gains or losses (if
any) are recognised in profit and loss. Any gain or loss on derecognition is also recognised in profit and loss.
Derecognition
Financial assets
The Group derecognise a financial asset when:
- the rights to receive cash flows from the asset have expired, or
- the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the
Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither
transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the
Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the
Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis
that reflects the rights and obligations that the Group has retained.
The Group derecognise a financial liability when the obligation under the liability is discharged or cancelled or expired.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the
terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of
the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised
in the Consolidated Statement of Profit and Loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.
3.7 Property, plant and equipment

Property, plant and equipment and capital work in progress are measured at cost less accumulated depreciation and
accumulated impairment losses, if any.
Cost of an item of property, plant and equipment comprise of its purchase price, including import duties and non-
refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item
to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the
site on which it is located.
The cost of self-constructed item of property, plant and equipment comprises the cost of materials, direct labour and
any other cost directly attributable to bring the item to working condition for its intended use, and estimated costs of
dismantling and removing the item and restoring the site on which it is located.
222
ICRA Limited
If significant parts of an item of property, plant and equipment have different useful life, then they are accounted for as
separate item of property, plant and equipment.
An item of property, plant and equipment or any significant part initially recognised is derecognised upon disposal or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in the Consolidated Statement of Profit and Loss when the asset is derecognised.
Subsequent expenditure is capitalised only if it is probable that the future economic benefit of associated with the
expenditure will flow to the Group. All other expenditure is recognised in the Consolidated Statement of Profit and Loss.
Depreciation
Depreciation is calculated on cost of item of property, plant and equipment less their estimated residual value over their
estimate useful lives using written down value method and is recognised in the Consolidated Statement of Profit and Loss.
Assets acquired under leasehold improvements are depreciated using straight line method over the primary period of the
lease or useful life of the assets whichever is shorter. The primary lease period for this purpose includes any lease period
extendable at the discretion of the lessee.
The estimated useful lives of items of property, plant and equipment are as follows:
Asset Useful life as per schedule II (in years)

Buildings 60
Computers and data processing units (including Servers and Network 3-6
installation)
Furniture and fittings 10
Office equipment 5
Electrical installation and equipment 10
Vehicles 8
Depreciation method, useful lives and residual value are reviewed at each financial year-end and adjusted if appropriate.
Depreciation on addition/ disposal is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready to use
(disposed of).
Assets individually costing up to Rs. 5,000 are fully depreciated in the year of purchase.
Capital work-in-progress
Capital work-in-progress assets in the course of construction for supply of services or administrative purposes, are carried
at cost, less any recognised impairment loss. At the point when an asset is operating at management’s intended use, the
cost of construction is transferred to the appropriate category of property, plant and equipment. Costs associated with
the commissioning of an asset are capitalised where the asset is available for use but incapable of operating at normal
levels until a period of commissioning has been completed.
223
ICRA Limited
3.8 Goodwill and other intangible assets

Goodwill
For goodwill that arises on consolidation refer note 2.2. Subsequent measurement is at cost less any accumulated
impairment losses.
Goodwill is not amortised and is tested for impairment annually.
Other Intangible assets

Recognition and measurement of purchased intangible assets
Intangible assets acquired separately are initial measured at cost. Such intangible assets are subsequently measured at
cost less accumulated amortization and accumulated impairment losses (if any).
Recognition and measurement of Internally generated intangible assets

Internally generated goodwill is not recognised as an asset. Other internally generated intangible assets comprises
softwares, expenditure on research activities undertaken for developing a new product, is recognised in the Consolidated
Statement of Profit and Loss as incurred.
Development expenditure on internally generated intangible assets comprises softwares is capitalized as a part of the cost
of the resulting intangible asset only if the expenditure can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources
to complete development and use or sell the asset. Otherwise, it is recognised in Consolidated Statement of Profit and
Loss as incurred. Subsequent to the initial recognition, the asset is measured at cost less accumulated amortization and
accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates. All other expenditure is recognised in the Consolidated Statement of Profit and Loss.
Amortisation
Amortisation is calculated to write off the cost of the intangible assets over their estimated useful lives using the written
down value method, and is included in depreciation and amortisation in Consolidated Statement of Profit and Loss.
Internally generated Intangible asset is depreciated under straight line method over the useful life of the assets.
The estimated useful lives of items of intangible assets for the current and comparative periods are as follows:
Asset Useful life (in years)

Computer softwares 10
Internally generated intangible assets 3
Amortisation method, rate and residual value are reviewed at each financial year-end and adjusted if appropriate.
Amortisation on addition/ disposal is provided on a pro-rata basis i.e. from (upto) the date on which asset is ready to use
(disposed of).
Intangible assets under development

Identifiable intangible assets under development are recognised when the Company controls the asset, it is probable
that future economic benefits attributed to the asset will flow to the Company and the cost of the asset can be reliably
measured. Intangible assets under development is measured at historical cost and not amortised. These assets are tested
for impairment on annual basis.
224
ICRA Limited
3.9 Impairment
Goodwill
Goodwill is tested for impairment on an annual basis or whenever there is an indication that goodwill may be impaired.
For goodwill impairment testing, the carrying amount of the CGUs (including allocated goodwill) is compared with its
recoverable amount by the Group. The recoverable amount of a CGU is the higher of its fair value less cost to sell and
its value-in-use. Value-in-use is the present value of the future cash flows expected to be derived from the CGU. Total
impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to
the other assets of the CGU prorata on the basis of the carrying amount of each asset in the CGU. An impairment loss
on goodwill is recognised in the Consolidated Statement of Profit and Loss and is not reversed in the subsequent period.
Impairment of financial instruments

The Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the financial
assets that are debt instruments, and are measured at amortised cost, e.g., loans, debt securities, deposits, trade
receivables and bank balance.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables and recognises
impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.
For other financial assets, ECL are measured at an amount equal to the 12 month ECL, unless there has been a
significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount
of ECL (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be
recognised as expense or income in the Consolidated Statement of Profit and Loss.
Impairment of non-financial assets

any such indication exists, then the asset’s recoverable amount is estimated.
of cash inflows of other assets or CGU’s.
An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
loss is recognised in the Consolidated Statement of Profit and Loss.
An impairment loss in respect of assets, other than goodwill, which has been recognised in prior years, the Group reviews
at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment
loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal
is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment has been recognised.
3.10 Non-current assets held for sale

Non-current assets retired from active use and held for disposal are stated at the lower of their net book value and
net realisable value. Any resultant loss on a disposal group is allocated first goodwill (if any), and then to remaining
assets and liabilities on pro-rata basis, except that no loss is allocated to financial assets, deferred tax assets and
employee benefit assets which continue to be measured in accordance with the Group’s other accounting policy. Assets
and liabilities classified as held for sale are presented separately in the balance sheet. Losses on initial classification as
held for sale and subsequent gains and losses on re-measurement are recognised in the Consolidated Statement of Profit
and Loss.
225
ICRA Limited
Once classified as held for sale, property, plant and equipment and intangible assets are no longer depreciated or
amortised.
If the criteria for classifying assets to held for sale are no longer met, the Group cease to classify the assets as held for
sale.
The Group measure non-current assets that ceases to be classified as held for sale at the lower of:
- its carrying amount before the assets were classified as held for sale, adjusted for any depreciation, amortisation or
revaluations that would have been recognised had the assets not been classified as held for sale, and
- its recoverable amount at the date of the subsequent decision not to sell.
3.11 Projects work in progress
Projects work-in-progress represent direct cost incurred against rating and grading cases wherein work has been initiated
but rating and grading is yet to be concluded and amount is expected to be recovered.
3.12 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, balances with bank, short-term deposits and investments with
original maturities of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cashflows, cash and cash equivalent consists of cash on hand, balances with bank,
short-term deposits and investments as stated above, net of outstanding bank overdrafts (if any).
3.13 Foreign currencies

Foreign currency transactions
Transactions in foreign currencies are translated into the functional currency at the exchange rate at the date of the
transaction or an average rate if the average rate approximate the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured in terms of historical cost in
a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is
determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair
value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
Foreign currency operation

The assets and liabilities of foreign operations are translated in to Rupees, the functional currency of the Company,
at the exchange rates at the reporting date. The income and expenses of foreign operations are translated using an
average exchange rate if the average rate approximates the actual rate at the date of transaction. All resulting exchange
differences recognised in other comprehensive income.
The cumulative amount of the exchange differences is presented in a separate component of equity until disposal of the
foreign operation. When the exchange differences relate to a foreign operation that is consolidated but not wholly-owned,
accumulated exchange differences arising from translation and attributable to non-controlling interests are allocated to,
and recognised as part of, non-controlling interests in the consolidated balance sheet.
On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign
operation, recognised in other comprehensive income and accumulated in the separate component of equity, shall
be reclassified from equity to profit and loss (as a reclassification adjustment) when the gain or loss on disposal is
recognised.
226
ICRA Limited
The items of consolidated cash flow statement are translated at the respective average rates (yearly for profit and loss
related items and annual for Balance Sheet related items) or the exchange rate that approximates the actual exchange
rate on date of specific transaction. The effect of changes in exchange rates on cash and cash equivalents held in a
foreign currency is reported separately as part of the reconciliation of the changes in cash and cash equivalents during
the period.
3.14 Employee benefits

Short term employee benefit
All employee benefits which are expected to be settled wholly before twelve months after the end of annual reporting
period in which the employees render the related service are short term employee benefits. Short term employee benefit
obligations are measured on an undiscounted basis and expensed as the related service is provided. A liability is
recognised for the amount expected to be paid as a result of past service provided by the employee, and the amount of
obligation can be estimated reliably.
Defined contribution plan

Provident Fund is a defined contribution plan. The Indian entity of the Group makes specified monthly contributions
towards government administered Provident Fund scheme and Employees’ State Insurance. Obligation for contributions
to defined contribution plan is recognised as an employee benefit expense in profit and loss in the period during which
the related services are rendered by employees. The Group has no obligation, other than the contribution payable in the
scheme.
Defined benefit plan

The Group’s gratuity benefit plan is a defined benefit plan. The gratuity liability for employees of the Holding Company is
funded through gratuity fund established as a Gratuity Trust. The Group’s net obligation in respect of the defined benefit
plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine its present value of economic benefits and the fair value
of any plan assets is deducted.
The calculation of defined benefit obligation is performed as at the Balance Sheet date and determined based on
actuarial valuation using the Projected Unit Credit Method by a qualified actuary. When the calculation results in a
potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the
form of any future refunds from the plan or reductions in future contributions to the plan (‘the asset ceiling’). In order to
calculate the present value of economic benefits, consideration is given to any minimum funding requirement.
The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining
the present value of the obligation under defined benefit plan, are based on the market yields on government securities
as at the Balance Sheet date.
Remeasurements of the net defined liability, which comprise actuarial gains and losses, the return on plan assets (excluding
interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The respective entity of the
Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying
the discount rate used to measure the defined benefit obligation at the beginning of annual period to the then-net defined
benefit liability (asset), taking in to account any changes in the net defined benefit liability (asset) during the period as a
result of contribution and benefit payments. Net interest expense and other expenses related to defined benefit plans are
recognised in the Consolidated Statement of Profit and Loss.
Other long-term employee benefits

Long term individual payout (‘LTIP’) plan and compensated absences are other long-term benefits provided by the
Group.
The net obligation in respect of LTIP is the amount of future benefit that employees have earned in return for their services
in the current and prior periods; that benefit is discounted to determine its present value.
227
ICRA Limited
The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The
expected cost of accumulating compensated absences is determined by actuarial valuation performed by a qualified
actuary as at the Balance Sheet date using Projected Unit Credit method on the additional amount expected to be
paid/ availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense for non-
accumulated compensated absences is recognised in the period in which absences occur.
3.15 Share based payments

The Group recognise compensation expense relating to share-based payments using fair value in accordance with Ind AS
102 ‘Share based payments’. The estimated fair value of awards is charged to income on a straight line basis over the
service period for each separating vesting portion of the award as if the award was in-substance, multiple awards with a
corresponding increase to share options outstanding account.
3.16 Leases
Effective April 1, 2019, the Group has applied Ind AS 116, ‘Leases’. Ind AS 116 replaces Ind AS 17 – Leases and related
interpretation and guidance. The standard sets out principles for recognition, measurement, presentation and disclosure
of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting
model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless
the underlying asset is of low value. The Group has applied Ind AS 116 using the modified retrospective approach. As a
result, the comparative information has not been restated.
The Group’s lease asset classes primarily consist of leases for offices. The Group, at the inception of a contract, assesses
whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a time in exchange for a consideration. This policy has been applied to contracts existing
and entered into on or after April 1, 2019.
Group as a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at
or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove
the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the Group’s incremental borrowing rate. It is remeasured when there is a change in future lease
payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected
to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-
of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease
term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these
leases as an expense over the lease term.
The Group has applied the practical expedient to grandfather the definition of a lease on transition. This means that it
has applied Ind AS 116 to all the contracts entered into before 1 April 2019 and identified as leases in accordance with
Ind AS 17.
In the comparative period, operating lease payments are recognised as an expense in the Consolidated Statement of
Profit and Loss on a straight-line basis over the lease term unless the payments are structured to increase in line with
expected general inflation to compensate for the lessor’s expected inflationary cost increases.
228
ICRA Limited
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are
classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is
included in other income in the statement of profit or loss due to its operating nature.
Rental income arising from sub-leasing of office premises is accounted for on a straight-line basis over the lease terms
and is included in other income in the statement of profit and loss.
3.17 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can
be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cashflows (representing the best estimate of the expenditure
require to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance
cost. Expected future losses are not provided for.
3.18 Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in
the consolidated financial statements.
3.19 Income tax

Income tax comprises current and deferred tax. It is recognised in profit and loss except to the extent that it relates to a
business combination or to an item recognised directly in equity or other comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable in respect of previous year. The amount of current tax reflects the best estimate of the tax
amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured
using tax rates enacted or substantially enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the liability on a net basis, or simultaneously.
Deferred tax
Deferred tax is recognised for all temporary differences arising between the tax base of assets and liabilities and their
carrying amounts in the financial statement. Deferred tax assets is also recognised in respect of unused tax losses to the
extent that it is probable that taxable profit will be available against which the losses can be utilised. Deferred tax assets
and liabilities are measured using tax rate and tax laws that have been enacted or substantially enacted by the balance
sheet date and are expected to apply to taxable income in the year in which those temporary differences are expected to
be recovered or settled. The effect of change in tax rate on deferred tax assets and liabilities is recognised as income or
expense in the period that includes the enactment or the substantive enactment date. A deferred tax asset is recognised to
the extent that it is probable that future taxable profit will be available against which the deductible temporary differences
and tax losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
229
ICRA Limited
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets against current
tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
3.20 Earnings per share

The basic earnings per share are calculated by dividing the net profit attributable to equity by the weighted average
number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net
profit attributable to equity during the year and the weighted average number of shares outstanding during the year are
adjusted for the effect of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as
of the beginning of the year unless they have been issued at a later date. The dilutive potential equity shares are adjusted
for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding
shares). Anti dilutive effect of any potential equity shares is ignored in the calculation of diluted earnings per share.
3.21 Corporate social responsibility (CSR) expenditure

The Group charges its CSR expenditure during the year to the Consolidated Statement of Profit and Loss.
3.22 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker (CODM).
3.23 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such
notification which would have been applicable from April 1, 2020.
March 31, 2020 March 31, 2019
4 Property, plant and equipment
4.1 The details of property, plant and equipment (net) is as follows:
Buildings 2,358.71 2,490.30
Computers and data processing units 229.55 240.83
Furniture and fittings 122.97 175.99
Office equipment 55.66 71.11
Electrical installation and equipment 59.34 78.18
Vehicles 12.85 29.53
Leasehold improvements 119.19 144.79
Right-of-use assets - buildings 2,246.15 -
Right-of-use assets - furnitures 48.06 -
Total property, plant and equipment 5,252.48 3,230.73
230
ICRA Limited
Particulars Buildings Computers Furniture Office Electrical Vehicles Leasehold Right- Right- Total
and data and equipment installation improvements of-use of-use
processing fittings and assets - assets -
units equipments buildings furnitures
4.2 Disclosures regarding gross

block of property, plant and
equipment, depreciation and
net block are as given below:
As at April 1, 2018 2,861.60 529.26 303.60 161.74 180.63 114.69 270.42 - - 4,421.94
Additions - 190.01 68.18 37.45 6.30 - 26.35 - - 328.29
Reclassification to assets held for sale (20.00) - (16.05) (0.31) (11.56) - - - - (47.92)
Disposals/adjustments - (11.06) (15.25) (5.17) (2.35) (19.24) (15.49) - - (68.56)
As at March 31, 2019 2,841.60 708.21 340.48 193.71 173.02 95.45 281.28 - - 4,633.75
Transition impact on account of - - - - - - - 2,557.46 65.03 2,622.49
adoption of Ind AS 116
Additions - 206.23 7.22 22.80 3.41 - 27.14 149.78 - 416.58
Disposals/adjustments - (25.22) (24.48) (18.90) (1.75) (31.94) (11.55) (1.12) - (114.96)
As at March 31, 2020 2,841.60 889.22 323.22 197.61 174.68 63.51 296.87 2,706.12 65.03 7,557.86
Depreciation
As at April 1, 2018 214.42 313.22 124.63 79.15 72.48 61.85 94.12 - - 959.87
For the year 139.86 157.05 57.88 47.17 31.02 16.54 50.83 - - 500.35
Reclassification to assets held for sale (2.98) - (9.84) (0.26) (7.10) - - - - (20.18)
Disposals/adjustments - (2.89) (8.18) (3.46) (1.56) (12.47) (8.46) - - (37.02)
As at March 31, 2019 351.30 467.38 164.49 122.60 94.84 65.92 136.49 - - 1,403.02
For the year 131.59 211.14 44.63 34.05 21.93 7.94 51.06 460.47 16.97 979.78
Disposals/adjustments - (18.85) (8.87) (14.70) (1.43) (23.20) (9.87) (0.50) - (77.42)
As at March 31, 2020 482.89 659.67 200.25 141.95 115.34 50.66 177.68 459.97 16.97 2,305.38
Net block
As at March 31, 2020 2,358.71 229.55 122.97 55.66 59.34 12.85 119.19 2,246.15 48.06 5,252.48
As at March 31, 2019 2,490.30 240.83 175.99 71.11 78.18 29.53 144.79 - - 3,230.73
231
ICRA Limited
March 31, 2020 March 31, 2019
5 Other intangible assets
5.1 The details of other intangible assets (net) are as follows:
Computer software 40.43 18.25
Internally generated intangible assets 34.17 11.99
Total intangible assets 74.60 30.24
5.2 The details of intangible assets under development (net) are as
follows:
Intangible assets under development 204.19 140.21
Total 204.19 140.21
Particulars Computer Internally

software generated
intangible
assets
5.3 Disclosures regarding gross block of other intangible assets,
amortisation and net block are as given below:
As at April 1, 2018 269.87 187.83
Additions 12.94 8.97
Disposals/ adjustments 0.02 (16.35)
As at March 31, 2019 282.83 180.45
Additions 57.58 36.01
Disposals/ adjustments (0.08) -
As at March 31, 2020 340.33 216.46
Amortisation
As at April 1, 2018 220.92 172.88
For the year 43.66 11.93
Disposals/ adjustments - (16.35)
As at March 31, 2019 264.58 168.46
For the year 35.40 13.83
Disposals/ adjustments (0.08) -
As at March 31, 2020 299.90 182.29
Net block
As at March 31, 2020 40.43 34.17
As at March 31, 2019 18.25 11.99
232
ICRA Limited
March 31, 2020 March 31, 2019
6 Investments
6.1 Non-current investments
I. Quoted
Investments carried at fair value through profit or loss
a) Investment in equity instruments (fully paid up)
CRISIL Limited 37.63 43.84
3000 equity shares [previous year 3000] of Re. 1 each
Total (a) 37.63 43.84
b) Investment in mutual funds
Axis Liquid Fund - Direct Growth 2,388.92 5,150.59
108373.86 units [previous year 248397.851] of Rs. 1000 each
Kotak Money Market Scheme - Direct Plan - Growth - 5,207.80
Nil units [previous year 168725.122] of Rs. 1000 each
Total (b) 2,388.92 10,358.39
Total non-current investments (a+b) 2,426.55 10,402.23
6.2 Current investments

I. Unquoted
Investments carried at amortised cost
a) Investment in corporate deposits
Housing Development Finance Corporation Limited 7,969.99 7,747.76
Total current investments 7,969.99 7,747.76
Total investments 10,396.54 18,149.99

Summary of investments (Non-current + Current)
Aggregate value of unquoted investments 7,969.99 7,747.76
Aggregate value of quoted investments 2,426.55 10,402.23
Investments carried at amortised cost 7,969.99 7,747.76

Investments carried at fair value through profit or loss 2,426.55 10,402.23
233
ICRA Limited
March 31, 2020 March 31, 2019
7 Loans
7.1 Non-current
Loans to staff
To related parties (Refer note 36) - 8.34

Total non-current loans 445.43 443.14
7.2 Current
Loans to staff
To related parties (Refer note 36) - 1.81

Total current loans 36.06 53.79
Total loans 481.49 496.93
8 Other financial assets

8.1 Non-current
Bank deposits with maturity for more than twelve months from the 2,091.65 4,164.64
reporting date
Interest accrued on fixed deposits 14.33 27.42
Total non-current other financial assets 2,106.88 4,193.15
234
ICRA Limited
March 31, 2020 March 31, 2019
8.2 Current
Unbilled revenue 1,109.63 273.38
Interest accrued on fixed deposits 2,259.68 2,009.79
Income accrued on investments 94.46 108.40
Advance paid to gratuity trust (Refer note 33 & 36) - 7.51
Receivable against government grant 607.69 513.39
Advances recoverable
From parties other than related parties 5.85 11.76
Others
Recoverable from related parties (Refer note 36) 4.82 6.49
Recoverable from other than related parties 71.32 339.83
Unsecured, considered doubtful

Unbilled revenue- credit impaired 193.36 357.07
Recoverable from other than related parties- credit impaired 14.20 13.81
4,379.51 3,666.46
Allowance for doubtful other financial assets (207.56) (370.88)
Total current other financial assets 4,171.95 3,295.58
Total other financial assets 6,278.83 7,488.73

ended ended
March 31, 2020 March 31, 2019
9 Income tax
The major components of income tax expense for the years ended
March 31, 2020 and March 31, 2019 are:
9.1 Income tax recognised in the Consolidated Statement of
Profit or Loss
(i) Tax expense
Current tax
Income tax for current year 3,609.38 4,299.57
3,707.31 4,278.80
(ii) Deferred tax

Attributable to-
Origination and reversal of temporary differences (379.42) 338.13
Decrease/ increase in tax rate# 95.93 (7.68)
(283.49) 330.45
Total tax expenses recognised in the Consolidated Statement 3,423.82 4,609.25

of Profit and Loss
# As per Taxation Laws (Amendment) Act, 2019, rate of tax is 22% plus applicable surcharge and cess for financial year
2019-20. Therefore, for financial year 2019-20, effective tax rate for the Company and it’s Indian subsidiaries is 25.168%
(previous year 29.12%) and same is considered while calculating deferred tax assets/ liabilities as at March 31, 2020.
235
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
9.2 Income tax recognised in other comprehensive income
Net loss/(gain) on remeasurements of defined benefit liability/ asset 21.59 13.36
Income tax charged to other comprehensive income 21.59 13.36
March 31, 2020 March 31, 2019
9.3 Aggregate current and deferred tax charge relating to items that are - 155.73
charged or credited directly to equity

ended ended
March 31, 2020 March 31, 2019
9.4 Reconciliation of tax expense and the accounting profit
multiplied by India’s domestic tax rate
Accounting profit before tax 13,147.59 15,203.81
Tax using the Company's domestic tax rate 25.168% (previous year 3,308.85 4,427.35
29.12%)
Effect of:
Decrease/ increase in tax rate# 95.93 (7.68)
Non-deductible expenses 92.05 169.81
Exempt income (0.23) 3.45
Reversal/ creation of deferred tax liability on undistributed earnings (394.33) 310.43
of subsidiaries
Effect of utilisation of carried forward capital losses (35.68) (223.67)
Tax impact on sale of mutual funds * 203.47 (61.81)
Effect of higher tax rate in subsidiaries 55.73 11.36
Others 0.10 0.78
Total tax expense 3,423.82 4,609.25
# As per Taxation Laws (Amendment) Act, 2019, rate of tax is 22% plus applicable surcharge and cess for financial
year 2019-20. Therefore, for financial year 2019-20, effective tax rate for the Company and it’s Indian subsidiaries is
25.168% (previous year 29.12%) and same is considered while calculating deferred tax assets/ liabilities as at March 31,
2020.
* Represents mutual funds which were classified as long-term in earlier years but have been disposed off as short-term
in the current year resulting in additional tax impact.
236
ICRA Limited
March 31, 2020 March 31, 2019
9.5 Deferred tax assets (net)
Deferred tax assets
Lease liability 519.74 -
Provision for employees benefits 389.83 382.21
Provision for doubtful receivables 188.50 319.37
Property, plant and equipment (including intangible assets) 2.29 47.96
Provision for doubtful financial assets 1.45 1.48
Tax losses carried forward 50.13 172.05
Others 9.89 6.54
Total 1,161.83 929.61
Deferred tax liabilities

Property, plant and equipment (including intangible assets) 469.50 26.11
Investments at fair value through profit or loss 50.13 172.05
Undistributed earnings of subsidiaries - 394.33
Total 519.63 592.49
Total deferred tax assets (net) 642.20 337.12

ended ended
March 31, 2020 March 31, 2019
9.6 Reconciliation of deferred tax assets/ (liabilities)
Opening balance 337.12 345.29
Adjustment on adoption of Ind AS 115 - 42.79
Impact of recognition of deferred tax asset on amalgamation - 155.73
(Refer note 40)
Opening balance after adjustments 337.12 543.81
Tax (expense)/ income during the period recognised in consolidated 283.49 (330.45)
statement of profit and loss
Tax (expense)/ income during the period recognised in other 21.59 13.36
comprehensive income
Reduction in deferred tax liability on dividend payment by subsidiaries - 110.40
Closing balance 642.20 337.12
March 31, 2020 March 31, 2019
9.7 Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of following
items, because it is not probable that future taxable profit will be
available against which the respective entities can use the benefits
therefrom.
Capital losses 1,806.67 1,506.34
Business losses 130.62 157.64
Impairment loss on investments * 1,497.47 1,497.47
Deferred tax not recognised on temporary difference * 5.70 3.45
Total 3,440.46 3,164.90
Unrecognised tax effect 794.16 744.88

*The deductible temporary difference do not expire under current tax legislation.
237
ICRA Limited
March 31, 2020 March 31, 2019
9.8 Expiry period of unutilised tax losses
Financial Year 2023-24 136.32 161.09
Financial Year 2024-25 1,806.67 1,506.34
Total 1,942.99 1,667.43
10 Non-current tax assets

Advance tax (net of provisions of respective tax jurisdiction to the 1,178.75 1,204.73
extent permissible) [Refer note 28(b)]
Total tax assets 1,178.75 1,204.73
11 Other assets
11.1 Non-current
Capital advances - 8.89
Prepayments (Refer note 45) 83.47 387.45
Total non-current other assets 83.47 396.34
11.2 Current
Prepayments (Refer note 45) 1,109.95 732.14
Balance with government authorities [Refer note 28(b)] 122.04 211.80
Projects work in progress 179.90 172.21
Total current other assets 1,411.89 1,116.15
Total other assets 1,495.36 1,512.49
12 Trade receivables
Trade receivables considered good - Unsecured @ 5,719.47 3,380.54
Trade receivables - credit impaired 547.15 730.93
6,266.62 4,111.47
Allowance for doubtful trade receivables (547.15) (730.93)
Total trade receivables 5,719.47 3,380.54
@ Includes dues from related parties (Refer note 36)
13 Cash and cash equivalents

Cheques on hand - 6.85
Balances with banks

In current accounts 1,593.57 2,157.72
In deposit accounts (with original maturity of three months or less) 23.44 274.40
Total cash and cash equivalents 1,620.82 2,442.15
238
ICRA Limited
March 31, 2020 March 31, 2019
14 Other bank balances
Balance with banks
In deposit accounts with original maturity for more than three months 50,920.99 38,078.55
but less than twelve months from the reporting date
Earmarked balances with banks

In unpaid dividend account 11.50 6.66
In margin money #
107.16 101.12
Deposits with maturity for more than three months and less than 18.18 120.14
twelve months from the reporting date earmarked against bank
guarantees
Total 51,057.83 38,306.47
# Represents deposits against bank guarantees.
15 Equity share capital

Authorised
15000000 (previous year 15000000) equity shares of Rs. 10/- each 1,500.00 1,500.00
1,500.00 1,500.00
Issued, subscribed and fully paid up

9651231 equity shares (previous year 9651231 equity shares) of Rs. 965.12 965.12
10/- each fully paid up
Total 965.12 965.12
Particulars As at March 31, 2020

15.1 Reconciliation of the shares outstanding at the beginning
and at the end of the reporting period
Equity shares
At the commencement and at the end of the year 9,651,231 965.12
Particulars As at March 31, 2019

At the commencement of the year 9,903,280 990.33
Less: Buy back of equity shares (Refer note 39) (252,049) (25.21)
At the end of the year 9,651,231 965.12
15.2 Terms/ rights attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 each. Each shareholder is eligible for one
vote per share held. The dividend, if any, recommended by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible
to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their
shareholding.
239
ICRA Limited
March 31, 2020 March 31, 2019
15.3 Shares held by subsidiaries of the ultimate holding
Company

Number of shares 3,055,900 3,055,900

Number of shares 1,949,722 1,949,722
15.4 Details of shareholders holding more than 5% shares in

the Company:

Number of shares 3,055,900 3,055,900

Number of shares 1,949,722 1,949,722
Aditya Birla Sun Life Trustee Private Limited A/c Aditya
Birla Sun Life MNC Fund
Life Insurance Corporation of India

Pari Washington India Master Fund, Ltd.

General Insurance Corporation of India

240
ICRA Limited
March 31, 2020 March 31, 2019
16 Other equity
Capital reserve 3,302.03 3,302.03
Capital redemption reserve 65.31 65.31
Treasury shares (Refer note 41) (105.44) (105.44)
General reserve 8,280.60 8,280.60
Foreign currency translation reserve (5.58) (6.86)
Other comprehensive income (155.41) (91.60)
Retained earnings 57,814.84 51,678.27
Total other equity 69,196.35 63,122.31
Nature of reserves
a) Capital reserve
Capital reserve represents profit on sale of shares of the Company by ICRA Employees Welfare Trust (‘ESOP Trust’).
b) Capital redemption reserve

The Company has bought back equity shares and as per the provisions of the Companies Act, 2013, is required to create
capital redemption reserve.
c) Treasury shares
The treasury shares of the Company is used to settle share options exercised by the employees.
d) General reserve
The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the consolidated
statement of profit and loss.
e) Foreign Currency Translation Reserve

Exchange differences arising on translation of non integral operations and accumulated in separate reserve within
equity. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign
operation, recognised in other comprehensive income and accumulated in the separate component of equity, shall be
reclassified from equity to consolidated statement of profit and loss.
March 31, 2020 March 31, 2019
17 Other financial liabilities
17.1 Non-current
Deposits for vehicles - 20.45
Payable to employees 195.29 139.76
Lease liabilities 1,727.29 -
Total non-current other financial liabilities 1,922.58 160.21
241
ICRA Limited
March 31, 2020 March 31, 2019
17.2 Current
Unpaid dividends 11.50 6.66
Creditors for capital supplies and services 20.66 11.27
Due to related parties (Refer note 36) 10.36 8.41
Payable to employees 664.75 1,607.28
Deposits for vehicles 28.10 17.66
Lease liabilities 381.52 -
Other liabilities 46.87 67.90
Total current other financial liabilities 1,163.76 1,719.18
Total other financial liabilities 3,086.34 1,879.39
18 Provisions
18.1 Non-current
Provisions for gratuity (Refer note 33) 410.29 343.66
Total non-current provisions 708.47 589.64
18.2 Current
Provisions for gratuity (Refer note 33) 80.94 58.14
Other employee benefits 1,989.76 2,371.47
Others
Provision for pending litigations (Refer note 29 and 46) 75.00 100.00
Provision for service tax (Refer note 46) 15.91 15.91
Provision for onerous contracts (Refer note 46) 24.06 -
Total current provisions 2,368.91 2,726.81
Total provisions 3,077.38 3,316.45
19 Other liabilities
19.1 Non-current
Total non-current other liabilities - 0.27
19.2 Current
Unearned revenue (Refer note 44) 3,490.74 4,008.66
Advance from customers 1,740.21 1,420.04
Statutory dues 885.60 773.67
Total current other liabilities 6,116.55 6,204.88
Total other liabilities 6,116.55 6,205.15
242
ICRA Limited
March 31, 2020 March 31, 2019
20 Trade payables
(A) Total outstanding dues of micro and small enterprises 11.39 6.35
(B) Total outstanding dues other than micro and small enterprises 1,540.87 1,040.01
Total trade payables 1,552.26 1,046.36
20.1 Based on the information available with the Group, some suppliers
have been identified who are registered under The Micro, Small &
Medium Enterprises Development Act, 2006 (MSMED), to whom
the Group owes dues, but the same are not outstanding for more
than 45 days as at reporting date. The information has been
determined to the extent such parties have been identified on the
basis of information available with the Group.
The principal amount payable to suppliers at the year end 11.32 6.27
The amount of interest due on the remaining unpaid amount to - -

the suppliers as at the year end
The amount of interest paid by the buyer in terms of section 16 of - -

the MSMED, along with the amount of the payment made to the
supplier beyond the appointed day during each accounting year
The amount of interest due and payable for the period of delay 0.07 0.08
in making payment (which have been paid but beyond the
appointed day during the year) but without adding the interest
specified under the MSMED
The amount of interest accrued and remaining unpaid at the end 0.07 0.08
of each accounting year
The amount of further interest remaining due and payable in - -

the succeeding years, until such date when the interest dues
above are actually paid to the small enterprise, for the purpose
of disallowance of a deductible expenditure under section 23 of
MSMED
21 Current tax liabilities (net)

Provision for income tax (net of advance tax of respective tax 300.25 162.91
jurisdiction to the extent permissible)
Total 300.25 162.91
243
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
22 Revenue from operations
Sale of services (Refer note 44)
Rating, research and other services fees 21,194.76 23,193.10
Consulting fees 2,326.22 1,864.07
Outsourced and information services 7,868.09 7,020.47
Other operating revenue

Government grant* 513.79 464.94
Advances received from customers written back 178.91 195.97
Bad debts recovered 3.13 27.54
Others 23.94 39.91
Total other operating revenue 719.77 728.36
Total revenue from operations 32,108.84 32,806.00

* Government grants represents incentive under Service Export from India Scheme (SEIS) from Director General of
Foreign Trade as per Foreign trade policy 2015-2020.
23 Other income
Interest income on fixed deposits 3,696.29 2,705.16
Interest income on investments 639.27 429.48
Other interest income 47.43 40.59
Gain on financial assets carried at FVTPL (net) 314.52 1,116.82
Foreign exchange gain (net) 72.11 51.80
Rental income (Refer note 36) 21.13 19.34
Profit on sale of property, plant and equipment (net) - 58.06
Interest on income tax refunds 0.26 35.04
Miscellaneous income 5.74 23.28
Total other income 4,796.75 4,479.57
24 Employee benefit expenses

Salaries, wages and bonus 14,874.73 14,859.01
Contribution to provident fund (Refer note 33) 640.48 591.47
Staff welfare expense 651.66 629.20
Total employee benefits expense 16,166.87 16,079.68
25 Finance costs
Total finance costs 204.47 7.48
244
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
26 Depreciation and amortisation expense
Depreciation of property, plant and equipment (Refer note 4) 979.78 500.35
Amortisation of intangible assets (Refer note 5) 49.23 55.59
Impairment of intangible assets under development - 6.30
Total depreciation and amortisation expense 1,029.01 562.24
27 Other expenses
Electricity and water 197.03 212.00
Rent (Refer note 45) 77.33 621.36
Repairs and maintenance 1,034.96 854.71
Insurance 23.42 24.45
Rates and taxes 81.11 133.65
Communication 277.61 279.11
Printing and stationery 65.75 71.72
Books and periodicals 93.21 85.91
Travelling and conveyance 627.76 669.01
Directors' sitting fees 45.92 28.13
Legal and professional charges 2,058.61 1,030.03
Conference and meeting 46.87 70.60
Sub-contracting 540.68 214.65
Advertisement 9.96 7.74
Auditor's remuneration and expenses (Refer note 35) 275.42 85.60
Technical services 30.01 22.12
Corporate social responsibility (Refer note 30) 372.41 254.65
Fees and subscription 46.59 27.86
Remuneration to non executive directors 67.50 56.00
Recruitment 135.64 65.05
Miscellaneous 66.70 174.43
Total other expenses 6,357.65 5,432.36
245
ICRA Limited
March 31, 2020 March 31, 2019
28 Commitments and contingencies
a) Commitments
Estimated amount of contract remaining to be executed on capital 120.99 110.89
account and not provided for (net of capital advances)
b) Contingent liabilities
(to the extent not provided for):
Income tax * 977.23 1,039.43
Service tax # 470.26 1,439.63
Other 12.09 24.89
Total 1,459.58 2,503.95
*Amount deposited under protest nil (previous year Rs. 11.00 lakh) against the income tax claims.
#Amount deposited under protest nil (previous year Rs. 55.00 lakh) against the service tax claims.
The Group is contesting the demand and the management including its tax advisors believe that its position will likely be
upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have
a material adverse effect on the Group’s financial position and results of operations.
The Supreme Court on February 28, 2019 had provided its judgement regarding inclusion of other allowances such
as travel allowances, special allowances, etc within the expression ‘basic wages’ for the purpose of computation of
contribution of provident fund under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. There
are interpretive challenges on the application of the Supreme Court Judgement including the period from which
judgment would apply, consequential implications on resigned employees etc. Further, various stakeholders have
also filed representations with Provident fund authorities. All these factors raises significant uncertainty regarding the
implementation of the Supreme Court Judgement. Owing to the aforesaid uncertainty and pending clarification from
regulatory authorities in this regard, the Indian entities of the Group have not recognised provision for the provident fund
contribution on the basis above mentioned order w.e.f. order date till March 31, 2019 as the impact was immaterial.
However, April 1, 2019, the entities had started inclusion of such allowances within the expression of ‘basic wages’ for
the purpose of computation of provident fund.
29 The Company is in the process of addressing certain ongoing matters.
subsidiaries, SEBI issued an order imposing a penalty of Rs. 25 lakh under section 15HB of the SEBI Act, 1992 on the
Company. Further, SEBI issued a Show Cause Notice (“SCN”) for enhancement of penalty amount. The Company has
filed an appeal challenging the adjudication order before the Securities Appellate Tribunal (the “SAT”) and deposited
the penalty amount of Rs. 25 lakh without prejudice to such appeal. The said appeal is pending before the SAT. The
Company has made adequate provision in this regard. The Company has also been cooperating with government
agencies and responding to their queries in relation to this matter.
representations making certain allegations against two former officials which were forwarded to the Company by SEBI
(“Representations”). During the examination of the aforesaid Representations, certain counter allegations were made
by one of the two former officials, for which the Board appointed a second set of external experts, to examine such
allegations.
246
ICRA Limited
conduct of the aforesaid officials was not in conformity with certain applicable regulations and Company policies relating
to credit rating activities. The aforesaid officials are no longer in the employment of the Company.
the examination were inflated (i.e. were unsupported by ratings analysis). Further, as per external experts, this is subject
to the limitation that the determination of whether or not any ratings are supported by ratings analysis, is a qualitative
technical matter that was beyond the scope of the examination as the examination was not aimed at reviewing the
appropriateness of rating opinions on merits.
The findings of the second set of external experts do not indicate any material deficiencies with applicable regulations
and Company policies.
The findings of the external experts have been presented to the Board members. The Board is in the process of taking
appropriate steps in the best interest of the Company and its various stakeholders with regard to the outcome of the
examination.
July 15, 2019 prepared by Grant Thornton India LLP, which was commissioned by the IL&FS group. The Company had
submitted its responses to SEBI on such observations dated August 14, 2019. There has been no further development in
this matter.
While the Company has made a provision for penalty on a best estimate basis with regards to the Adjudication Proceeding,
the impact of uncertainties arising from the above matters is currently unascertainable. However, based on the legal
opinions given by the reputed external counsels, the Company does not foresee an action from the regulator(s) that could
adversely affect the functioning of the Company.
30 Corporate Social Responsibility expenditure
ICRA Limited and ICRA Analytics Limited constituted a Corporate Social Responsibility (CSR) Committee in accordance
with Section 135 of the Act, which requires a company, meeting the applicability threshold, to spend at least 2% of its
average net profit for the immediately preceding three financial years on CSR activities. The expenditure incurred on
activities which are specified in Schedule VII to the Act is as under:
a) Gross amount required to be spent during the year ended March 31, 2020 was Rs. 276.15 lakh (previous year Rs.
254.65 lakh).
b) Amount spent during the year ended:

(ii) On purposes other than (i) above* 372.41 - 372.41
* Pursuant to appeal letter no. 05/1/2020-CSR-MCA dated March 30, 2020 received from Ministry of Corporate Affairs,
ICRA Limited and ICRA Analytics Limited contributed Rs. 100.00 lakh and Rs. 25.00 lakh to PM Cares Fund which
resulted in to excess spent of Rs. 71.26 lakh and Rs. 24.62 lakh respectively from current year obligation and will be offset
with next years obligation.
247
ICRA Limited

(ii) On purposes other than (i) above 254.65 - 254.65
31 Earnings per share

a) Basic earnings per share
Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders by the
weighted average number of equity shares outstanding. The calculations of profit attributable to equity holders, weighted
average number of equity shares outstanding during the year and basic earnings per share are as follows:

ended ended
March 31, 2020 March 31, 2019
(i) Profit attributable to the equity holders
Profit for the year, attributable to the equity holders 9,617.50 10,540.30
(ii) Weighted average number of equity shares

Opening balance 9,651,231 9,903,280
Shares held by ESOP Trust (31,950) (40,683)
Effect of buy back of shares - (109,545)
Effect of stock options exercised - 4,214
Weighted average number of equity shares for the year 9,619,281 9,757,266
(iii) Basic earnings per share (face value Rs. 10 per share) 99.98 108.03
[ (i) / (ii) ]
b) Diluted earnings per share

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders after adjustment for
expense related to dilutive potential equity shares (if any) by the weighted average number of equity shares outstanding
during the year after adjustment for the effect of all the dilutive potential equity shares into equity shares. The calculations
of profit attributable to equity holders, equity shares outstanding during the year after adjustment for the effect of all the
dilutive potential equity shares into equity shares and diluted earnings per share are as follows:

ended ended
March 31, 2020 March 31, 2019
(i) Profit attributable to the equity holders (diluted)
Profit for the year, attributable to the equity holders (diluted) 9,617.50 10,540.30
(ii) Weighted average number of equity shares (diluted)

Weighted average number of equity shares (basic) 9,619,281 9,757,266
Effect of dilution of share options - 4,014
Weighted average number of equity shares (diluted) 9,619,281 9,761,280
(iii) Diluted earnings per share (face value INR 10 per share) 99.98 107.98
[ (i) / (ii) ]
248
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
32 Dividend on equity shares
Dividend on equity shares declared and paid during the year
Final dividend of Rs. 30 per share for financial year 2018-19 (Rs. 30 per 2,895.37 2,970.99
share for financial year 2017-18)
Dividend distribution tax * 595.15 500.29
Total 3,490.52 3,471.28
Proposed dividend on equity shares not recognised as liability
Final dividend of Rs. 27 per share for financial year 2019-20 (Rs. 30 per 2,605.83 2,895.37
share for financial year 2018-19)
Dividend distribution tax * # - 595.15
Total 2,605.83 3,490.52
* Dividend distribution tax (net), comprises the dividend distribution tax on proposed dividend and the credit in respect of
dividend distribution tax under Section 115-O of the Income-tax Act, 1961 on dividend paid/ proposed by the domestic
subsidiary company.
# Dividend distribution tax has been abolished with effect from April 1, 2020.
33 Employee benefits
a) Defined contribution plans
The Group makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying
employees towards Provident Fund and Employees’ State Insurance Fund which are the defined contribution plans.
The Group has no obligations other than to make the specified contributions. The contributions are charged to the
Consolidated Statement of Profit and Loss as they accrue. The amount recognised as an expense towards contribution to
these funds aggregating to Rs. 640.48 lakh for the year ended March 31, 2020 (previous year Rs. 591.47 lakh) and is
included in “Employee benefits expense”.
b) Defined benefit plans
The Group has a defined benefit gratuity plan, governed by the Payment of Gratuity Act, 1972. Plan entitles an employee,
who has rendered at least five years of services, to gratuity at the rate of fifteen days salary for every completed year of
service or part thereof in excess of six months, based on the rate of salary last drawn by the employee concern.
For Holding Company, the defined benefit plan for gratuity is administered by a single gratuity trust fund that is legally
separate from the Company. The trustees of the gratuity fund comprises of four employees. The trustees of the gratuity
fund are required to act in the best interests of the members and/or their beneficiaries in accordance with the provisions
of trust deed.
This defined benefit plan expose the group to actuarial risks, such as interest rate risk and market (investment) risk.

249
ICRA Limited
(i) Reconciliation of the net defined benefit (asset) liability

ended ended
March 31, 2020 March 31, 2019
Changes in the present value of the defined benefit obligations
Defined benefit obligations at the beginning of the year 1,390.13 1,226.48
Interest expense/ (income) 93.07 84.66
Benefits directly paid by the Group (128.37) (104.95)
Benefits paid from plan assets - (7.97)
Actuarial (gain)/ loss recognised in other comprehensive income
- changes in demographic assumptions 15.98 -
- changes in financial assumptions 53.56 11.50
- experience adjustments 24.47 36.65
Defined benefit obligations at the end of the year 1,604.39 1,390.14
Changes in the fair value of plan assets

Fair value of plan assets at the beginning of the year 995.84 747.07
Contribution paid to the plan assets 40.00 200.00
Benefits paid - (7.97)
Interest income on plan assets 68.71 54.71
Actuarial gain/ (loss) on plan assets 8.61 2.04
Fair value of plan assets at the end of the year 1,113.16 995.85
Net defined benefit liability/ (asset) 491.23 394.29
Provisions for gratuity

Non-current 410.29 343.66
Current 80.94 58.14
Total 491.23 401.80
Advance paid to gratuity trust

Non-current - -
Current - 7.51
Total - 7.51
Net defined benefit liability/ (asset) 491.23 394.29
250
ICRA Limited
(ii) Expense recognised in the Consolidated Statement of Profit and Loss

ended ended
March 31, 2020 March 31, 2019
Expense recognised in Consolidated Profit and Loss
Net interest expense/ (income) 24.36 29.95
179.91 173.72
Remeasurements recognised in Other Comprehensive Income
Actuarial (gain)/ loss on defined benefit obligations 94.01 48.15
Return on plan assets excluding interest income (8.61) (2.04)
85.40 46.11
(iii) Plan assets comprise of the following:
March 31, 2020 March 31, 2019
Kotak Group Floating Rate Fund 375.29 349.48
Kotak Group Short Term Bond Fund 380.93 351.88
Kotak Secure Return Employee Benefit Plan 356.94 294.48
Total 1,113.16 995.84
(iv) Actuarial assumptions

Principal actuarial assumptions at the reporting date are as under:
March 31, 2020 March 31, 2019
Discount rate 5.9% - 10% 6.7% - 7.5%
- For first five years 6% - 10% 6% - 10%
- Thereafter 6% - 10% 6% - 10%
Withdrawal rate 12% - 21% 9% - 30%
Retirement age 60 60
Mortality rate Indian Assured Indian Assured
Lives Mortality Lives Mortality
(2006-08) (2006-08)
(modified) Ult. (modified) Ult.
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market. Assumptions regarding future mortality
are based on the published statistics and mortality tables. The calculation of the defined benefit obligation is sensitive to
the mortality assumptions.
As at March 31, 2020, the weighted-average duration of the defined benefit obligation was 5 years (March 31, 2019: 5 years).

251
ICRA Limited
(v) Sensitivity analysis
Reasonable possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumption
constant, would have affected the defined obligation by the amounts shown below:
Particulars Sensitivity level Impact on Defined benefit

obligation
Assumptions
Discount rate
Increase 0.5% -1% 0.5% (37.69) (31.19)
Decrease 0.5% -1% 0.5% 39.57 32.81

Increase 0.5% -1% 0.5% 33.32 29.23
Decrease 0.5% -1% 0.5% (32.32) (27.94)
Withdrawal rate
Increase 1% - 5% 0.5% - 5% (14.41) (5.19)
Decrease 1% - 5% 0.5% - 5% 12.46 0.22
The sensitivity results above determine their individual impact on defined benefit obligation at the end of year. In reality,
the plan is subject to multiple external experience items which may move the defined benefit obligation in similar or
opposite directions, while the plan’s sensitivity to such changes can vary over time.
The following payments are expected in future years
Particulars As at
March 31, 2020
March 31, 2021 276.76
March 31, 2022 268.00
March 31, 2023 265.28
March 31, 2024 269.42
March 31, 2025 274.18
March 31, 2026 to March 31, 2030 1,125.73
34 Share based payment
A. Description of share based payment arrangement
The Group’s Employee Stock Option Schemes (“ESOSs”) provide for the grant of stock options to eligible employees and
whole time directors of the Company and its subsidiaries. The ESOSs are administered through ESOP Trust. The Trust
transfers shares to the eligible employees upon exercise of the options by such employees.
The Group has two stock option schemes in place namely ESOS 2006 and ESOS 2018. The ESOS 2006 came in to force
on June 27, 2006 and after completion of 10 years, expired on June 27, 2016 with a right to exercise the options by
November 8, 2018.
During financial year 2018-19, the Group had introduced a new stock option scheme namely “ESOS 2018” effective
from June 28, 2018. The grant price shall be as decided by the Nomination and Remuneration Committee (‘N&RC’)
of the Company. The number of options and terms could vary at the discretion of the N&RC. Till March 31, 2020, no
options have been granted under ESOS 2018.
252
ICRA Limited
Summary of ESOS 2006 grants:
Type of arrangement Tranche 1 Tranche 2

Date of grant 24-Mar-2007 09-Nov-2010
Number granted 6,15,763 2,72,500
Fair value of option 138 1,153
Exercise price per share 330 330
Contractual life from the date of vesting 5 5
Method used for valuation Intrinsic value Intrinsic value
method method
Method of settlement Equity shares Equity shares
Under ESOS 2006 scheme, each option, upon vesting, entitles the holder to acquire one equity share of Rs. 10
each
Summary of vesting provisions under ESOS 2006 :
Vesting dates % of options Lock-in period

vested
1 year from grant date 40 Nil

B. Reconciliation of outstanding share options
All the vested options against tranche-1 were exercised/ expired/ lapsed on or before April 1, 2016. Reconciliation of
outstanding share options against tranche-2 is as under:
Particulars As at March 31, 2020 As at March 31, 2019

Number of Weighted Number of Weighted Average
options Average Exercise options Exercise Price (Rs)
Price (Rs)
Options outstanding at the beginning of - N.A. 8,951 330
the year
Exercised during the year - N.A. (8,733) 330
Options expired during the year - N.A. (218) 330
Options outstanding at the end of the year - N.A. - -
Options exercisable at the end of the year - N.A. - -
The unissued shares lying as at March 31, 2020 is 31,950 (March 31, 2019: 31,950).
253
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
35 Remuneration to Auditor (excluding goods and service tax)
Audit fees 37.67 44.54
Additional audit fees * 201.96 -
Limited review fees 17.79 17.35
Tax audit fees 11.46 10.93
Other certification services fees 1.15 7.70
Reimbursement of expenses 5.39 5.08
Total 275.42 85.60
*Approved by the Board of Directors, based on the claim received from auditors towards incremental efforts incurred by
them on the ongoing regulatory matters.
36 Related party transactions
A. List of related parties

a) Related parties and nature of related party relationships where control exists
Ultimate holding company
Moody’s Corporation
Moody’s Investment Company India Private Limited
Moody’s Singapore Pte Limited
b)
Related parties and nature of related party relationship with whom transactions have taken place
during the year
i) Trusts
ICRA Limited Employees Group Gratuity Scheme
ii) Follow subsidiaries
Moody’s Investors Service India Private Limited
Moody’s Investors Service Inc.
MIS Quality Management Corp.
Moody’s Investors Service Singapore Pte Limited
Moody’s Investors Service Hong Kong Limited
Moody’s Analytics Inc.
Moody’s Investors Service Pty Limited
Moody’s Asia Pacific Limited
MA Knowledge Services Research (India) Private Limited (Till November 8, 2019)
Moody’s Analytics UK Limited
254
ICRA Limited

Mr. Naresh Takkar (Till September 28, 2019)
Mr. Vipul Agarwal
Mr. S. Shakeb Rahman
Independent directors
Mr. Arun Duggal
Ms. Ranjana Agarwal
B. Transactions and balances with related parties

March 31, 2020 March 31, 2019
a) Related parties where control exists:
Ultimate Holding Company
1 Moody's Corporation
parties

1 Moody's Investment Company India
Private Limited
Dividend paid 916.77 855.27 - -
2 Moody's Singapore Pte Limited

Dividend paid 584.92 646.42 - -
b (i) Trusts
1 ICRA Limited Employees Group
Gratuity Scheme
Amount contributed during the year 40.00 200.00 - -
Amount settled by trust on behalf of the - 7.97 - -
Company
Other financial assets - Advance paid to - - - 7.51
gratuity trust
b (ii) Fellow subsidiaries

1 Moody's Investors Service India
Private Limited
receivable
Other financial assets - Other recoverables - - 4.82 6.49
255
ICRA Limited

March 31, 2020 March 31, 2019
2 Moody's Investors Service Inc.
Revenue from outsourced and information 5,216.88 4,802.58 - -
services
Reimbursement of expenses paid/ payable 179.50 87.89 - -
Other financial liabilities - Due to related 0.63 0.62
parties
Trade receivables- Due from related parties 1,330.55 785.67
3 MIS Quality Management Corp.

Trademark license fees 7.34 7.05 - -
parties
4 Moody's Investors Service Singapore

Pte Limited
5 Moody's Investors Service Hong Kong

Limited
parties
6 Moody's Analytics Inc

Revenue from outsourced and information 1,414.60 1,112.04 - -
services
Other financial liabilities - Due to related - - - 0.11
parties
Trade receivables- Due from related parties - - 349.38 156.49
7 Moody's Asia Pacific Limited

8 MA Knowledge Services Research

(India) Private Limited

1 Mr. Naresh Takkar
Managerial remuneration * 209.98 439.65 - -
Interest received by the Company 0.18 0.51 - -
Loan outstanding - - - 10.15
Provisions - other employee benefits - - 147.48 128.14
employees
256
ICRA Limited

March 31, 2020 March 31, 2019
2 Mr. Vipul Agarwal
Remuneration * 219.88 192.16 - -
employees
3 Mr. Amit Kumar Gupta

employees
4 Mr. S. Shakeb Rahman

Reimbursement of expenses paid - 0.03 - -
employees
5 Mr. Arun Duggal

6 Ms. Ranjana Agarwal

7 Ms. Radhika Vijay Haribhakti

*As the liabilities for gratuity and compensated absences are provided on an actuarial basis for the Company as a whole,
the amounts pertaining to the key management personnel is not included above.
257
ICRA Limited
37 Financial instruments
37.1 Financial instruments by category
The following tables presents the carrying value and fair value of each category of financial assets and liabilities as at
March 31, 2020 and March 31, 2019:
a) Fair value of financial assets

Financial assets measured at fair
value through profit or loss
Investment in equity shares 37.63 43.84 37.63 43.84
Investments in mutual funds 2,388.92 10,358.39 2,388.92 10,358.39
Total (A) 2,426.55 10,402.23 2,426.55 10,402.23
Financial assets measured at

amortised cost
Investment in corporate deposits 7,969.99 7,747.76 7,969.99 7,747.76
Loans 481.49 496.93 481.49 496.93
Trade receivables 5,719.47 3,380.54 5,719.47 3,380.54
Cash and cash equivalents 1,620.82 2,442.15 1,620.82 2,442.15
Other bank balances 51,057.83 38,306.47 51,057.83 38,306.47
Other financial assets 6,278.83 7,488.73 6,278.83 7,488.73
Total (B) 73,128.43 59,862.58 73,128.43 59,862.58
Total (A+B) 75,554.98 70,264.81 75,554.98 70,264.81
b) Fair value of financial liabilities

Financial liabilities measured at
amortised cost
Trade payables 1,552.26 1,046.36 1,552.26 1,046.36
Others financial liabilities 3,086.34 1,879.39 3,086.34 1,879.39
Total 4,638.60 2,925.75 4,638.60 2,925.75
The fair value of the financial assets and liabilities represents amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and
assumptions were used to estimate the fair values:
a) The fair values of the quoted investments in equity shares and mutual funds are based on market price and net asset
value (NAV) at the reporting date.
b) For other financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair
values.
Management has assessed that fair value of trade receivables, cash and cash equivalents, other bank balances,
investments, trade payables, other financial liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.
258
ICRA Limited
37.2 Fair value hierarchy
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole.
The categories used are as follows:
Level 1: Quoted prices for identical instruments in active markets.
are observable, either directly or indirectly.
is not based on observable market data.
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
31, 2020

Financial assets:
profit or loss
Total 2,426.55 - - 2,426.55
31, 2019
Financial assets:
profit or loss
Total 10,402.23 - - 10,402.23
37.3 Financial risk management objectives and policies
Risk management framework
The Board has overall responsibility for establishing and governing the Group’s risk management framework. The
Board has delegated monitoring and reviewing of the risk management plan to the Risk Management Committee. The
Group has constituted a Executive Risk Committee, a Risk management team and functional sub-committees which are
responsible for identifying, analysing, mitigating and monitoring risks as per risk management framework. The primary
risks and mitigation actions are also placed before Risk Management Committee and Board.”
The Group is exposed to various risks in relation to financial instruments. The Group financial assets and liabilities are
summarised in note 37.1. The main types of financial risks are market risk (price risk), credit risk and liquidity risk.
259
ICRA Limited
a) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Such changes may result from changes in foreign currency rate, interest rate, price and other market
changes. The Group’s exposure to market risk is mainly due to price risk.
Price risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in the market
prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or by
factors affecting all similar financial instruments traded in the market. The Group has adopted disciplined practices
including position sizing, diversification, valuation, loss prevention, due diligence and exit strategies in order to mitigate
losses as defined in board approved investment policy.
The Group is exposed to price risk arising mainly from investment in equity shares and investment in mutual funds
recognised at fair value through profit or loss. The detail of such investments are given in note 37.1. If the prices had
been higher/ lower by 1% from the market prices existing as at the reporting date, profit would have been increased/
decreased by Rs. 24.27 lakh and Rs. 104.02 lakh for the year ended March 31, 2020 and March 31, 2019 respectively.
b) Credit risk
Credit risk is the risk of financial loss to the Group if customer or counterparty to financial instrument fails to meet its
contractual obligations and arises principally from the Group’s receivables from customer and investment in mutual
funds and deposits with banks.
To manage credit risk, the Group periodically review its receivables from customer for any non-recoverability of the dues,
taking in to account the inputs from business development team and ageing of trade receivables. The management
establishes an allowance for impairment that represents its expected credit losses in respect of trade and other financial
assets. The management uses a simplified approach for the purpose of computation of expected credit loss. While
computing expected credit loss, the management consider historical credit loss experience adjusted with forward looking
information.
Movement in the expected credit loss allowance is as follow:

ended ended
March 31, 2020 March 31, 2019
Loss allowance at the commencement of the year 1,101.81 1,038.55
Changes in loss allowance, net (347.10) 63.26
Loss allowance at the end of the year 754.71 1,101.81
c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficultly in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial assets. For the Group, liquidity risk arises from obligations
on account of financial liabilities - Trade payable and other financial liabilities.
Liquidity risk management
The Group continues to maintain adequate amount of liquidity to meet strategic and growth objectives. The Group’s
finance department is responsible for liquidity and fund management. In addition, processes and policies related to such
risks are overseen by senior management. Management monitors the Company’s liquidity position through forecasts on
the basis of expected cash flows.
260
ICRA Limited
The table below summarises the maturity profile of the Group’s financial liabilities are as under:

Trade payables 1,551.99 0.27 - 1,552.26
Other financial liabilities 1,343.88 1,192.06 1,345.09 3,881.03
Total 2,895.87 1,192.33 1,345.09 5,433.29

Trade payables 1,046.36 - - 1,046.36
Other financial liabilities 1,927.19 307.82 - 2,235.01
Total 2,973.55 307.82 - 3,281.37
37.4 Capital Management
The primary objective of the Group’s capital management is to maximise the shareholder value. Equity share capital and
other equity are considered for the purpose of group’s capital management. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issues new
shares and raises money through borrowings.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,
2020 and March 31, 2019.
38 Transfer pricing
The Indian entities of the Group has established a comprehensive system of maintenance of information and documents
as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law requires
existence of such information and documentation to be contemporaneous in nature, the Indian entities of the Group have
maintained adequate documentation for the international transactions entered into with the associated enterprises and
expect such records to be in existence in accordance with the requirements of the law. The management is of the opinion
that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the
consolidated financial statements, particularly on the amount of tax expense and that of provision for taxation.
39 Buy back of shares
The Board of Directors of the Company in its meeting held on August 9, 2018 approved a proposal to buyback equity
shares of the Company, for an aggregate amount not exceeding Rs 8,540 lakh (referred to as the “Maximum Buyback
Size”) from shareholders of the Company under the open market route in accordance with the provisions contained in
the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013
and rules made thereunder. The buyback process commenced on October 1, 2018 and closed on December 12, 2018.
The Company utilised 99.9986% of Maximum Buyback Size authorised for buyback and bought back 252,049 equity
shares resulted in total cash outflow of Rs. 8,539.88 lakh. In line with the requirement of the Companies Act 2013, an
amount of Rs 5,173.82 lakh was utilized from the securities premium and an amount of Rs. 3,340.85 lakh was utilized
from General Reserve for the buyback. Further, capital redemption reserve of Rs 25.21 lakh (representing the nominal
value of the shares bought back) was created as an apportionment from the general reserve.
40 Merger of wholly-owned subsidiaries
The Scheme of Amalgamation (‘Scheme’) of ICRA Management Consulting Services Limited with ICRA Online Limited
(both wholly owned subsidiaries of the Company) approved by the Board of Directors of the Company on August 9,
2018, was filed with the National Company Law Tribunal (‘NCLT’), New Delhi and Kolkata. NCLT, New Delhi and Kolkata
sanctioned the said Scheme and the orders were filed with the Registrar of Companies (”ROC”), Delhi and Kolkata on
June 19, 2019 and November 15, 2019 respectively. Upon filing the order with the ROC, Kolkata, the scheme has
become effective.
261
ICRA Limited
The Group had given the accounting effect of the Scheme, as a common control business combination in accordance
with Appendix C of Ind AS 103 ‘Business Combination’. The financial information in the consolidated financial statements
in respect of previous year has been restated as if the business combination had occurred from the beginning of the
previous year in the consolidated financial statements. W.e.f. February 7, 2020, the merged entity has been renamed as
“ICRA Analytics Limited”.
41 Treasury shares
Particulars For the year ended For the year ended
March 31, 2020 March 31, 2019
No. of Shares Amount No. of Shares Amount
Balance at the commencement of the year 31,950 105.44 40,683 134.25
Shares transferred to employees on - - (8,733) (28.81)
exercise of stock options
Balance at the end of the year 31,950 105.44 31,950 105.44
March 31, 2020 March 31, 2019
Shares against vested options - -
Unissued shares (including shares against options expired or lapsed) 31,950 31,950
Total 31,950 31,950
42 Other comprehensive income

ended ended
March 31, 2020 March 31, 2019
(i) Items that will not be reclassified to profit or (loss)
Remeasurements of defined benefit liability/ (asset) (85.40) (46.11)
Income tax relating to items that will not be reclassified to profit or (loss) 21.59 13.36
(ii) Items that will be reclassified to profit or (loss)

Exchange difference on translation of Foreign operations 1.28 (5.39)
Income tax relating to items that will be reclassified to profit or loss - -
Total other comprehensive income, net of tax (i+ii) (62.53) (38.14)
43 Following is the summary of changes in carrying amount of goodwill

ended ended
March 31, 2020 March 31, 2019
Balance at the commencement and end of the year 122.53 122.53
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The goodwill is on account of the investment in subsidiaries as of March 31, 2020 and March 31, 2019 respectively.
262
ICRA Limited
Allocation of goodwill by segments as of March 31, 2020 and March 31, 2019 is as follows:
March 31, 2020 March 31, 2019
Outsourced and Information services 122.53 122.53
Allocation of goodwill to cash-generating units
Goodwill has been allocated for impairment testing purposes to their underlying segment. The recoverable amount is
determined based on value in use calculation, which uses future cash flow projections based on financial budgets and
plans approved by the management and applicable discount rate.
Budgeted Projections are based on same expected gross margins throughout the period. The cash flows beyond five-year
period have been extrapolated using a steady growth rate. As at March 31, 2020, the estimated recoverable amount of
the CGU exceeded its carrying amount, hence impairment is not triggered.
The management believes that any reasonably possible change in the key assumptions on which recoverable amount is
based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount.
Following key assumptions were considered while performing Impairment testing
Budgeted Projections: The values assigned to the assumption reflect past experience and are consistent with the
management’s plans for focusing operations in these markets. The management believes that the planned market share
growth per year for the next five years is reasonably achievable.
The values assigned to the key assumption are consistent with external sources of information.
44 Revenue disclosures
a) Revenue recognised in the current year

ended ended
March 31, 2020 March 31, 2019
Sale of services
Rating, research and other services
Rating and grading fees 6,181.47 8,204.74
Others 3.39 -
Consulting fees 2,326.22 1,864.07
Outsourced and information services
Outsourced service fees 7,334.29 6,578.41
Information services fees 533.80 442.06
263
ICRA Limited
b) Revenue recognised from last years’ unearned revenue

ended ended
March 31, 2020 March 31, 2019
Rating, research and other services fees
Rating and grading fees 829.03 1,031.54
Other services fees - 2.23
Consulting fees 94.11 107.94
Outsourced and information services
Outsourced service fees 137.81 158.65
Total 4,007.01 3,981.69
c) Unearned revenue
March 31, 2020 March 31, 2019
Revenue to be recognised in:
FY 2019-20 - 3,980.48
FY 2020-21 3,479.02 1.65
FY 2021-22 1.24 -
Revenue to be recognised on completion of milestones 10.48 26.53
Total 3,490.74 4,008.66
45 Leases
A As a lessee
a) The Group has adopted Ind AS 116 ‘Leases’ with the date of initial application being April 1, 2019. Ind AS 116 replaces
Ind AS 17 – Leases and related interpretation and guidance. The Group has applied Ind AS 116 using the modified
retrospective approach. As a result, the comparative information has not been restated. In adopting Ind AS 116, the
Group has applied the below practical expedients:
The entities of the Group has applied a single discount rate to their portfolio of leases with reasonably similar characteristics
The Group has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”
The Group has not applied the requirements of Ind AS 116 for leases of low value assets
The Group has applied the practical expedient to grandfather the definition of a lease on transition. This means that it will apply
Ind AS 116 to all contracts entered into before April 1, 2019 and identified as leases in accordance with Ind AS 17.
b) The Group’s significant lease arrangements are in respect of office premises. The lease term for these leases ranges
between 11 months and 10 years which includes a lock-in period and in certain cases are renewable by mutual consent
on mutually agreeable terms. These options are negotiated by management and aligned with the Group’s business
needs. Management exercises significant judgement in determining whether these extension and termination options are
reasonably certain to be exercised.
c) The entities has discounted lease payments using the applicable incremental borrowing rate as at April 1, 2019, which
ranges 10% - 11% for measuring the lease liability.
264
ICRA Limited
d) The effect of adoption Ind AS 116 as at April 1 2019 (increase/(decrease)) is as follows:
Particulars Amount
Assets
Right-of-use assets (included in property, plant and equipment) 2,622.49
Other assets - Prepayments (357.11)
Total assets 2,265.38
Liabilities
Financial liabilities - Lease liabilities (included in other financial liabilities) 2,265.38
Total liabilities 2,265.38
e) The effect of adoption Ind AS 116 on the Statement of Profit and Loss for the year ended March 31, 2020
is as follows:
Particulars As reported Impact of Comparable

Ind AS 116 * amount
Revenue from operations 32,108.84 - 32,108.84
Other income 4,796.75 - 4,796.75
Total income 36,905.59 - 36,905.59
Employee benefit expenses 16,166.87 - 16,166.87

Finance costs 204.47 203.00 1.47
Depreciation and amortisation expense 1,029.01 477.44 551.57
Other expenses 6,357.65 (514.85) 6,872.50
Total expenses 23,758.00 165.59 23,592.41
Profit before tax 13,147.59 (165.59) 13,313.18
Tax expense 3,423.82 (41.68) 3,465.50
Profit after tax 9,723.77 (123.91) 9,847.68
Earnings per share (Rs.)

1) Basic 99.98 (1.28) 101.26
2) Diluted 99.98 (1.28) 101.26
* Positive amount represents increase and negative amount represents decrease.
f) Amount recognised in the statement of cash flows

Particulars Comparable
Amount
Payment of lease liabilities (306.35)
Interest paid on lease liabilities (203.00)
Payment of short term leases (61.79)
Impact on the statement of cash flows for the year (571.14)
265
ICRA Limited
g) The lease liabilities as at April 1, 2019 can be reconciled to the operating lease commitments as of
March 31 2019 is as follows:
Particulars Amount
Operating lease commitments as at March 31, 2019 969.14
Less: Commitments relating contracts which don’t contain a lease 37.04
Operating lease commitments related to contracts which qualify as lease assets 932.10
Weighted average incremental borrowing rate as at April 1, 2019 10% - 11%
Discounted operating lease commitments as at April 1, 2019 818.83
Add: Lease payments relating to renewal periods not included in operating lease commitments as 1,446.55
at March 31, 2019
Lease liabilities as at April 1, 2019 2,265.38
h) The contractual maturity of lease liabilities as on March 31, 2020 on an undiscounted basis is as follows:
Particulars As at
March 31, 2020
Later than one year but not later than five years 1,003.74
Later than five years 1,345.09
i) The Company does not foresee significant down-sizing of its employee base rendering the physical infrastructure
redundant. The leases that the Company has entered with lessors towards properties used as offices are long term in
nature and no changes in terms of those leases are expected due to the COVID-19.
j) Lease disclosure for the year ended/ as at March 31, 2019:
The lease rental charged to Consolidated Statement of Profit and Loss:
Particulars For the year

ended
March 31, 2019
Rent * 646.41
Future minimum lease payable under non-cancellable operating lease are as follows:
Particulars As at
March 31, 2019
* Includes rental for parking space, guest house, office premises etc. which has been accounted in the respective heads.
B As a lessor
The Company has letout part of its owned and rented office premises under lease arrangement which are cancellable in
nature but renewable on mutually agreeable terms. Lease rentals amounting to Rs. 21.13 lakh (previous year Rs. 19.34
lakh) have been recognised in the Statement of Profit and Loss.
266
ICRA Limited
46 The movement of provisions are as under:

Particulars Provision for pending Provision for service tax Provision for onerous
litigations contracts
As at As at As at As at As at As at
March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019
Opening balance 100.00 - 15.91 15.91 - -
Additions during the year - 100.00 - - 24.06 -
Utilised during the year (25.00) - - - - -
Closing balance 75.00 100.00 15.91 15.91 24.06 -
47 The lockdown imposed by the Central and most State Governments to contain the spread of COVID-19 has led to a steep
decline in activity levels in the economy across sectors – manufacturing as well as service – that is expected to result in a
sharp contraction in GDP of about 5%, as per ICRA’s estimates, in financial year 2021. Fresh issuances from corporates,
including finance companies, has been restricted to few entities which has impacted the fresh ratings business. This
impact, however, has been mitigated to some extent by the spurt in rating opportunities due to issuances that got funded
by the Reserve Bank of India’s [RBI] Targeted Long-Term Repo Operations [TLTRO] which was a key step towards providing
liquidity to corporates, and the refinancing opportunities that arose because of easing in monetary policy leading to fall
in yields. Rating opportunities in the near term are going to depend, inter alia, on revival in economic activity, trajectory
of interest rates and Government spending to revive manpower intensive sectors that in turn would spur consumption.
Investment by private sector companies would additionally, depend on access to funding, as lenders as well as investors
have turned risk averse. Further, no significant impact has been observed on Consulting and Outsourced & Information
services.
In terms of operations, the Group is well geared to serve its clients and market participants without any disruption in the
service levels. To mitigate any risk to employees, Group extended remote work for all employees across all locations and
demonstrated its ability to provide seamless delivery of high-quality and timely services to its clients even during the lock-
down.
In view of the pandemic relating to COVID-19, the Group has considered internal and external information and has
performed an analysis based on current estimates on the entities capital and financial resources, profitability, liquidity
position, assets, internal financial reporting and control, and demand for the entity’s services. The Group is of the view
that based on its present assessment this situation does not materially impact the entity’s capital and financial resources.
However, the actual impact of COVID-19 may differ from that estimated due to unforeseen circumstances and the entity’s
will continue to closely monitor any material changes to future economic conditions and consequential impact on its
consolidated financial statements.
48 Segment information
The Group has determined following reporting segments based on the information reviewed by the Group’s CODM.
a) Rating, research and other services – Rating, grading and industry research services.
b) Consulting services – Management consulting which includes risk management, financial advisory, outsourcing and
policy advisory.
c) Outsourced and Information services – financial information product and services and KPO services
The above business segments have been identified considering :

a) the nature of products and services
b) the differing risks and returns
c) the internal organisation and management structure, and
d) the internal financial reporting systems.
The CODM is responsible for allocating resources and assessing performance of the operating segments.
267
ICRA Limited
(i) Segment wise revenues and results

ended ended
March 31, 2020 March 31, 2019
External revenues
Rating, research and other services 21,397.61 23,421.43
Consulting services 2,326.22 1,899.16
Total external revenue 32,108.84 32,806.00
Inter-segment revenue
Rating, research and other services 37.09 22.47
Consulting services 150.90 164.69
Outsourced and information services 163.70 79.38
Total Inter-segment revenue 351.69 266.54
Total revenue
Total segment revenue 32,460.53 33,072.54
Less: Elimination of inter-segment revenue (351.69) (266.54)
Total revenue 32,108.84 32,806.00
Segment results
Consulting services (195.48) (569.12)
Total profit before tax for reportable segments 8,594.70 10,923.95
Unallocated expenses (39.39) (193.68)
Interest expense (204.47) (7.48)
Other income 4,796.75 4,481.02
Provision for tax (3,423.82) (4,609.25)
(ii) Segment wise capital employed

March 31, 2020 March 31, 2019
Capital employed (Segment assets - Segment liabilities)
Segment assets
Total assets of reportable segments 15,232.53 10,144.00
Unallocable assets 69,320.30 66,726.60
Total assets 84,552.83 76,870.60
268
ICRA Limited
March 31, 2020 March 31, 2019
Segment liabilities
Consulting services 1,004.93 847.75
Total liabilities of reportable segments 13,870.52 12,472.81
Unallocable liabilities 262.26 137.45
Total capital employed 70,420.05 64,260.34
(iii) Other information

ended ended
March 31, 2020 March 31, 2019
Capital expenditure during the year
Depreciation
Non cash expenses other than depreciation

Interest income 4,382.99 3,175.23

(iv) Information about secondary segment- Geographical segment
In respect of secondary segment information, the Group has identified its geographical segments as:
(a) Within India
(b) Outside India

ended ended
March 31, 2020 March 31, 2019
Revenue from external customer by geographical market
India 24,164.17 25,808.50
Outside India 7,944.67 6,997.50
Total 32,108.84 32,806.00
Non current assets *
India 5,658.01 3,897.89
Outside India 79.26 22.16
Total 5,737.27 3,920.05
269
ICRA Limited

ended ended
March 31, 2020 March 31, 2019
Capital expenditure
India 539.92 485.14
Outside India 34.23 1.99
Total 574.15 487.13
* Non-current assets are excluding financial instruments, deferred tax assets and non-current tax assets.
49 Additional Information, as required under Schedule III to the Companies Act, 2013, of entities consolidated
as Subsidiary:
Name of the entity As at March 31, 2020
Net Assets Share in consolidated Share in consolidated Share in consolidated
(Total assets–Total profit or (loss) Other comprehensive total comprehensive
liabilities) income income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated Consolidated Consolidated Consolidated
net assets profit or profit or profit or
(loss) (loss) (loss)
Parent
ICRA Limited 83.03% 58,253.04 67.56% 6,497.98 86.10% (53.84) 67.44% 6,444.14
Subsidiaries
Indian
ICRA Analytics Limited 14.75% 10,346.24 25.62% 2,463.86 16.57% (10.36) 25.68% 2,453.50
Pragati Development 0.17% 117.31 (0.07%) (6.49) - - (0.07%) (6.49)
Consulting Services
Limited
ICRA Employees 5.39% 3,779.24 1.91% 183.75 - - 1.92% 183.75
welfare Trust
Foreign
PT. ICRA Indonesia (0.01%) (3.86) (0.06%) (5.37) - - (0.06%) (5.37)
ICRA Lanka Limited 0.16% 109.14 0.19% 18.60 (2.67%) 1.67 0.21% 20.27
ICRA Nepal Limited 0.75% 527.67 2.25% 216.87 - - 2.27% 216.87
Non-controlling (0.37%) (258.58) (1.10%) (106.27) - - (1.11%) (106.27)
interest included in
respective subsidiaries
Eliminations (3.87%) (2,708.73) 3.70% 354.57 - - 3.72% 354.57
Total 100.00% 70,161.47 100.00% 9,617.50 100.00% (62.53) 100.00% 9,554.97
For B S R & Co. LLP

270
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts (Rupees in lakhs)
S. Name of Reporting Reporting currency Share Reserves Total Total Investments Turnover* Profit Provision Profit Proposed % of
No. Subsidiary period for the and Exchange rate as capital & surplus assets Liabilities before for after Dividend shareholding
subsidiary on the last date of the taxation taxation taxation
concerned, if relevant Financial year
different from in the case of foreign
the holding subsidiaries
company’s
reporting
period
1 ICRA Analytics 995.15 9351.09 13131.27 2785.03 _ 10795.16 3368.06 904.20 2463.86 _ 100% owned
Limited (erstwhile by ICRA Limited
ICRA Online limited)
2 PT. ICRA Indonesia December 31 “Balance Sheet : (1 INR = 1510.66 (1514.52) 1.01 4.87 _ _ (1.10) 4.27 (5.37) _ 99% owned by
194.5833 IDR) ICRA Limited
Profit loss (1 INR=
200.8543 IDR)”
3 ICRA Lanka Limited “Balance Sheet : (1 INR = 256.59 (147.45) 170.84 61.70 _ 149.42 18.60 _ 18.60 _ 100% owned
2.5038 LKR) by ICRA Limited
Profit loss (1 INR= 2.5378
LKR)”
4 ICRA Nepal Limited Mid of July 1 INR = NPR 1.6015 124.88 402.79 1267.24 739.57 _ 507.02 289.17 72.30 216.87 42.07 51% owned by
ICRA Limited
5 Pragati Development 5.00 112.31 135.76 18.45 _ 103.60 (5.98) 0.51 (6.49) _ 100% owned
Consulting Services by ICRA
Limited Analytics
Limited
(erstwhile ICRA
Online limited)
6 ICRA Employees 2.00 3777.23 4220.25 441.02 105.44** _ 315.30 131.55 183.75 _ Note 4
Welfare Trust
Notes:
1 . Names of subsidiaries which are yet to commence operations :Nil
2. Names of subsidiaries which have been liquiated or sold during the year :Nil
3. The financial statements are as on March 31, 2020
4. ICRA Limited has established ICRA Employees Welfare Trust (“Trust”) . The object of the Trust is defined in the trust deed. The Trust holds 31,950 equity shares of ICRA Limited, as on March 31, 2020.
*Including other operating income
**Investments in equity shares of ICRA Limited
271
Twenty-Ninth Annual General Meeting
ICRA Limited
Notice
Notice is hereby given that the Twenty-Ninth Annual General Meeting of the Members of ICRA Limited (the “Company”)
will be held on Wednesday, the 23rd day of September, 2020, at 4:00 p.m. (IST) through Video Conferencing (“VC”)/Other
Audio Visual Means (“OAVM”), to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt:
a. the audited standalone financial statements of the Company for the financial year ended March 31, 2020 and the report
of the Board of Directors and Auditors thereon; and
b. the audited consolidated financial statements of the Company and its Subsidiaries for the financial year ended March
31, 2020 and the report of the Auditors thereon.
2. To declare dividend on the equity shares for the financial year ended March 31, 2020.
3. To appoint a Director in place of Mr. Thomas John Keller Jr. (DIN: 00194502), who retires by rotation, and being eligible,
offers himself for reappointment.
SPECIAL BUSINESS
4. To appoint Mr. Michael Foley as a Non-Executive and Non-Independent Director of the Company and to consider and,
if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
‘’RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, Mr. Michael Foley (DIN:
08583960) who was appointed as an Additional Director with effect from October 25, 2019 by the Board of Directors
of the Company, based on of the recommendation of the Nomination and Remuneration Committee, and who holds the
office till the date of ensuing Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, be and is
hereby appointed as Non-Executive and Non-Independent Director of the Company, liable to retire by rotation.
‘’RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds,
matters and things as may be necessary and incidental to give effect to the aforesaid resolution and delegate the aforesaid
powers to any Director or Officer of the Company as may be deemed necessary in the best interest of the Company.’’
5. To appoint Mr. Amit Kumar Gupta as a Whole-time Director of the Company and to consider and, if thought fit, to pass
with or without modification(s), the following resolution as an Ordinary Resolution:
‘’RESOLVED THAT pursuant to the provision of section 152 and other applicable provision of Companies Act, 2013
and the Rules framed thereunder, as amended from time to time Mr. Amit Kumar Gupta (DIN: 00352927) who was
appointed as an Additional Director with effect from February 7, 2020 by the Board of Directors of the Company, based
on the recommendation of the Nomination and Remuneration Committee, and who holds the office till the date of the
ensuing annual general meeting of the Company, in terms of Sections 161 and other applicable provisions, if any, of
the Companies Act, 2013, the Rules framed thereunder and the Articles of Association of the Company be and is hereby
appointed as Director of the Company, not liable to retire by rotation.
‘’RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with Schedule V to the Companies Act 2013, and the Rules framed
thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Amit
Kumar Gupta (DIN: 00352927), be and is hereby appointed as Whole-time Director of the Company for a period of
one year, effective from February 7, 2020, as approved by the Board of Directors based on the recommendation of
Nomination and Remuneration Committee and Audit Committee, on the terms and conditions including those relating
to remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting.
272
‘’RESOLVED FURTHER THAT the Company hereby approves the payment of a one-time special bonus of Rs. 12 lakh
for the financial year 2020-21 to Mr. Amit Kumar Gupta, provided he continue with the Company as on the date of
payment and the payment is within the limit specified under the Companies Act, 2013.
‘’RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts,
deeds, matters and things as may be necessary and incidental to give effect to the aforesaid resolution and delegate
the aforesaid powers to any Director or Officer of the Company as may be deemed necessary in the best interest of the
Company.’’
6. To appoint Mr. N. Sivaraman (DIN: 00001747) as a Managing Director & CEO of the Company and as CEO of ICRA
Group and to consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
‘’RESOLVED THAT pursuant to the provision of section 152 and other applicable provision of Companies Act, 2013
(‘the Act”) and the Rules framed thereunder, as amended from time to time Mr. N. Sivaraman (DIN: 00001747) who was
appointed as an Additional Director with effect from August 10, 2020 by the Board of Directors of the Company, based
on the recommendation of the Nomination and Remuneration Committee, and who holds the office till the date of the
ensuing annual general meeting of the Company, in terms of Sections 161 and other applicable provisions, if any, of
the Companies Act, 2013, the Rules framed thereunder and the Articles of Association of the Company be and is hereby
appointed as Director of the Company, not liable to retire by rotation.
‘’RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable
provisions, if any, of the Companies Act, 2013 read with Schedule V to the Companies Act 2013, and the Rules framed
thereunder, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. N.
Sivaraman (DIN: 00001747), be and is hereby appointed as Managing Director & CEO of the Company and CEO of
ICRA Group, designated as “Managing Director & Group CEO”, for a period of three years, effective from August 10,
2020, as approved by the Board of Directors and the Nomination and Remuneration Committee, on the terms and
conditions including those relating to remuneration as set out in the Explanatory Statement annexed hereto and which
forms a part of this Notice, and such remuneration, as minimum remuneration in case the Company has no profits or
the profits of the Company are inadequate during period of three years, effective from August 10, 2020, notwithstanding
that such remuneration may exceed the limits specified under Section 197 and Schedule V of the Companies Act, 2013.
‘’RESOLVED FURTHER THAT the appointment letter, recording the terms as set out in the Explanatory Statement
annexed hereto and which forms a part of this Notice, be executed between the Company and Mr. N. Sivaraman.
‘’RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts,
deeds, matters and things as may be necessary and incidental to give effect to the aforesaid resolution and delegate
the aforesaid powers to any Director or Officer of the Company as may be deemed necessary in the best interest of the
Company.’’
By Order of the Board of Directors
For ICRA Limited
(S. Shakeb Rahman)

F7854
Place: Gurugram
Date: July 28, 2020
CIN: L74999DL1991PLC042749
Registered Office:
1105, Kailash Building, 11th Floor, 26,
Kasturba Gandhi Marg, New Delhi 110 001
Telephone No.: +91.11.23357940-45
Website: www.icra.in
Email ID: investors@icraindia.com
273
ICRA Limited
Notes:
1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5,
2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the
holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a
common venue. In compliance with the provisions of the Companies Act, 2013 (the “Act”), Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars,
the 29th AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the 29th
AGM through VC/OAVM.
2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the 29th AGM is entitled to appoint a proxy to
attend the said meeting and vote on her /his behalf, and the proxy need not be a Member of the Company. Since this AGM
is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with.
3. Pursuant to the MCA Circular, the facility to appoint proxy to attend and cast vote for the Members is not available for this
AGM, hence the Proxy Form and Attendance Slip are not annexed to this Notice. In pursuance of Section 112 and Section
113 of the Act, representatives of the Members such as the President of India or the Governor of a State or body corporate
can attend the AGM through VC/OAVM and cast their votes through E-voting.
4. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement
of the AGM by following the procedure mentioned in the Notice. The facility of participation at the 29th AGM through
VC/OAVM will be made available to at least 1,000 Members on first come first served basis. This will not include large
shareholders (Members holding 2% or more shares), Promoters, Institutional Investors, Directors, Key Managerial Personnel,
the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee, Auditors etc. who are allowed to attend the 29th AGM without restriction on account of first come first served
basis.
5. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section
103 of the Act.
6. Institutional/Corporate Members (i.e. other than individuals/Hindu Undivided Family (“HUF”), Non-Resident Indian (“NRI”),
etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc.,
authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote E-voting.
The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to asa.
corporateadvisors@gmail.com with a copy marked to evoting@nsdl.co.in.
7. The explanatory statements pursuant to Section 102 of the Act, in respect of Special Business proposed under item nos. 4,
5 and 6 above, are annexed hereto and form a part of this Notice.
8. Members holding shares in the physical form are requested to send the advice about any change in their registered address
or bank particulars, to the Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited, quoting
their folio number. Members holding shares in the electronic form must send the advice about any change in their registered
address or bank particulars to their respective Depository Participants and not to the Company.
9. In compliance with the MCA Circulars and the Securities and Exchange Board of India (“SEBI”) Circular dated May 12, 2020,
Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members
whose email addresses are registered with the with the Company’s Registrar and Share Transfer Agent/Depositories.
Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website viz. www.
icra.in., websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.
com and www.nseindia.com respectively. The Notice of the AGM will also be disseminated on the website of NSDL at www.
evoting.nsdl.com.
10. Members are requested to update (in case of change)/register, at the earliest, their email IDs with their Depository Participants
in case the shares are held in the electronic form or the Registrar and Share Transfer Agent of the Company, Link Intime India
Private Limited, in case the shares are held in the physical form. The Company will continue to send the said documents in
274
the physical form to such Members whose email IDs are not available with the Company and to those who request delivery
of the said documents in the physical form.
11. Pursuant to Section 123(5) of the Companies Act, 2013, and Regulation 12 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding use of electronic payment modes for
making payments to investors, Members are requested to update their bank account and latest address details with their
respective Depository Participants (for shares held in the electronic form) or submit duly completed NECS mandate forms
(available on the Company’s website) along with a photocopy of their cheques to the Company’s Registrar and Share
Transfer Agent, Link Intime India Private Limited (for shares held in the physical form). Our Registrar and Share Transfer
Agent will take due note of the same for payment of dividend. Your Company provides Direct Credit (DC), Real Time
Gross Settlement (RTGS), National Electronic Clearing Service (NECS) for payment of Dividend. Through DC/RTGS/NECS,
Members can receive their dividend electronically by way of direct credit to their bank accounts. This obviates problems
like loss/fraudulent interception of dividend warrants during postal transit while also expediting payment. It is strongly
recommended that Members opt for DC/RTGS/NECS, if not done already. Members may kindly note that DC/RTGS/NECS
details are accessed from the Depositories (for shares held in the electronic form) and from the Company’s Registrar and
Share Transfer Agent (for shares held in the physical form) and used for payment of dividend.
12. Members desiring any information on the accounts of the Company are requested to write to the Company at least 10 (ten)
days prior to the date of the Annual General Meeting to enable the Company to keep the information ready.
13. Members may write to the Company Secretary of the Company for the annual accounts of the subsidiary companies. The
annual accounts of the subsidiary companies for the financial year ended March 31, 2020 are available on the website
www.icra.in under Investors section. The annual accounts shall also be available for inspection by any Member at the
Registered Office of the Company.
14. In all correspondence with the Company or with its Share Transfer Agent, Members are requested to quote their Client
ID Number and their DP ID Number if the shares are held in the dematerialised form; in case the shares are held in the
physical form, they must quote their folio number.
15. The Register of Members and Share Transfer Books of the Company shall remain closed from Friday, September 18, 2020
to Tuesday, September 22, 2020 (both days inclusive) for determining the names of Members eligible to receive the dividend
declared, if any, on the equity shares of the Company.
16. If the Members approve the payment of dividend at the forthcoming Annual General Meeting, the dividend shall be paid
to all those Members whose names appear in the Register of Members as on Thursday, September 17, 2020 (“Record
Date”), and to all those Members whose names appear as beneficial owners as per the details furnished by National
Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) on the close of business
hours as on that date.
17. Those Members who have not yet encashed/claimed the dividend of the Company for any/all of the financial years, 2012-
13, 2013-14, 2014-15, 2015-16, 2016-17, 2017-18 and 2018-19 are requested to encash/claim the same immediately.
In terms of Section 124(5) of the Companies Act, 2013, the Company shall be required to transfer the unclaimed/unpaid
dividend of the Company on the expiry of seven years from the date it became due for payment, to the “Investor Education
and Protection Fund”.
The details of the un-encashed/unclaimed dividend for the Financial Years 2012-13 to 2018-19 as on March 31, 2020 are
as under:
Dividend for the financial year Unclaimed/Unpaid Dividend as on Due date of transfer to Investor
March 31, 2020 (Rs.) Education and Protection Fund
2012-13 1,39,304 September 8, 2020
2013-14 1,56,515 September 19, 2021
2014-15 2,12,616 September 15, 2022
2015-16 1,12,625.22 September 12, 2023
2016-17 1,01,276.83 September 5, 2024
2017-18 2,27,009.74 September 12, 2025
2018-19 2,00,790 November 11, 2026
275
ICRA Limited
Pursuant to Section 124(6) of the Companies Act, 2013 and the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and its amendment Rules, all shares in respect of which dividend
has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat
account of Investor Education and Protection Fund (“IEPF”) Authority within a period of thirty days of such shares becoming
due to be transferred to the IEPF as per the procedure mentioned in the said Rules.
18. Pursuant to Finance Act 2020, dividend income will be taxable in the hands of Members w.e.f. April 1, 2020 and the
Company is required to deduct tax at source from dividend paid to Members at the prescribed rates. For the prescribed
rates for various categories, the Members are requested to refer to the Finance Act, 2020 and amendments thereof. The
Members are requested to update their PAN with the Registrar and Share Transfer Agent of the Company, Link Intime
India Private Limited (in case of shares held in physical mode) and Depositories (in case of shares held in demat mode).
19. A resident individual Member with PAN and who is not liable to pay income tax can submit a yearly declaration in Form
No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to delhi@linkintime.co.in by 11:59 p.m. IST
on September 17, 2020. Members are requested to note that in case their PAN is not registered, the tax will be deducted
at a higher rate of 20%.
20. Non-resident Members can avail beneficial rates under tax treaty between India and their country of residence, subject to
providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency
Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an email to
delhi@linkintime.co.in. The aforesaid declarations and documents need to be submitted by the Members by 11:59 p.m.
IST on September 17, 2020.
21. Voting through electronic means
1. In compliance with Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration)
Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the Company is pleased to offer electronic
voting (“E-voting”) facility to the Members to cast their votes electronically on all resolutions set forth in the Notice
convening the 29th AGM of the Company. The Company has engaged the services of NSDL to provide E-voting
facility. The facility of casting votes by the Member using remote E-voting as well as the E-voting system on the date
of the AGM will be provided by NSDL.
I. The E-voting facility is available at the link https:// www.evoting.nsdl.com.
II. The E-voting Event Number (EVEN) is as under:

EVEN 113478
III. The E-voting facility will be available during the following voting period:
Commencement of E-voting End of E-voting

Sunday, September 20, 2020 (9:00 a.m. IST) Tuesday, September 22, 2020 (5:00 p.m. IST)
IV. The instructions for E-voting are as under:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
276
Step 1 : Log-in to NSDL E-voting system at https://www.evoting.nsdl.com/
Step 2 : Cast your vote electronically on NSDL E-voting system.
Details on Step 1 is mentioned below:
How to Log-in to NSDL E-voting website?
1. Visit the E-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.
com/ either on a Personal Computer or on a mobile.
2. Once the home page of E-voting system is launched, click on the icon “Login” which is available under
‘Shareholders’ section.
3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown
on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on E-voting
and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or Your User ID is:

CDSL) or Physical
a) For Members who hold shares in demat account with 8 Character DP ID followed by 8 Digit Client ID
NSDL. For example if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******.
b) For Members who hold shares in demat account with 16 Digit Beneficiary ID
CDSL. For example if your Beneficiary ID is 12**************
then your user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered
with the company
For example if folio number is 001*** and EVEN is
101456 then user ID is 101456001***
1. Your password details are given below:
a) If you are already registered for E-voting, then you can use your existing password to login and cast your
vote.
b) If you are using NSDL E-voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered
277
ICRA Limited
1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com.
b) Click on “Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@
nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered
address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.
2. After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.
3. Now, you will have to click on “Login” button.
4. After you click on the “Login” button, Home page of E-voting will open.
Details on Step 2 is given below:

How to cast your vote electronically on NSDL E-voting system?
1. After successful login at Step 1, you will be able to see the Home page of E-voting. Click on e-Voting.
Then, click on Active Voting Cycles.
2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are
holding shares and whose voting cycle is in active status.
3. Select “EVEN” of company for which you wish to cast your vote.
4. Now you are ready for E-voting as the Voting page opens.
5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares
for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6. Upon confirmation, the message “Vote cast successfully” will be displayed.
7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page.
8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Members
1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature
of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to asa.
corporateadvisors@gmail.com with a copy marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful
attempts to key in the correct password. In such an event, you will need to go through the “Forgot User
Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset
the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting
user manual for Members available at the download section of www.evoting.nsdl.com or call on toll free
no.: 1800-222-990 or send a request at evoting@nsdl.co.in.
278
V. The instructions for E-voting during the AGM are as under:
(i) The procedure for E-voting on the day of the AGM is same as the instructions mentioned above for remote
E-voting.
(ii) Only those Members, who will be present in the AGM through VC/OAVM facility and have not casted their vote
on the resolutions through remote E-voting and are otherwise not barred from doing so, shall be eligible to
vote through E-voting system in the AGM.
(iii) Members who have voted through remote E-voting will be eligible to attend the AGM. However, they will not
be eligible to vote at the AGM.
(iv) The members can opt for only one mode of voting i.e. remote E-voting or e-voting at the AGM. In case of
voting by both the modes, vote cast through remote E-voting will be considered final and E-voting at AGM will
not be considered.
(v) In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will
be entitled to vote.
(vi) The details of the person who may be contacted for any grievances connected with the facility for E-voting on
the day of the AGM shall be the same person mentioned for remote E-voting.
VI. Process for obtaining login credentials by Members whose email addresses are not registered with
Depositories:
(i) In case shares are held in physical form please provide folio no., name of the Member, scanned copy of
the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAAR (self attested
scanned copy of Aadhaar Card) by email to the Company’s Registrar and Share Transfer Agent, Link Intime
India Private Limited at delhi@linkintime.co.in.
(ii) In case shares are held in dematerialised form, please provide DPID-CLID (16 digit DPID + CLID or 16 digit
beneficiary ID), name, client master or copy of consolidated account statement, PAN (self attested scanned
copy of PAN card), AADHAAR (self attested scanned copy of Aadhaar Card) to delhi@linkintime.co.in.
(iii) The Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited shall co-ordinate with the
NSDL and provide the login credentials to the Members.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and E-voting
user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free
no.: 1800-222-990 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in.
VII. The E-voting period commences on September 20, 2020 (9:00 a.m. IST) and ends on September 22, 2020 (5:00
p.m. IST). During this period Members of the Company, holding shares either in physical form or in dematerialized
form, as at close of business hours on Thursday, September 17, 2020 (‘cut-off date’), may cast their vote electronically.
The E-voting module shall also be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by
the Member, the Member shall not be allowed to change it subsequently.
VIII. The voting rights of Members shall be in proportion to the paid up value of their shares in the equity share capital
of the Company as on, as on close of business hours on Thursday September 17, 2020 (‘cut-off date’).
IX. Since the Company is required to provide Members a facility to exercise their right to vote by electronic means,
Members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date
of September 17, 2020 and not casting their through remote E-voting, may only cast their vote during the AGM.
X. Mr. Sachin Agarwal (Membership No. FCS 7715), Proprietor of M/s A. Sachin & Associates, Company Secretaries,
Mobile No. 9871790055 e-mail Id: asa.corporateadvisors@gmail.com, has been appointed as the Scrutinizer to
scrutinize the E-voting during the AGM and remote E-voting process in a fair and transparent manner.
279
ICRA Limited
XI. The Scrutinizer, after scrutinizing the voting through E-voting / remote E-voting at AGM and through remote E-voting
shall within Forty Eight (48) Hours from the conclusion of the AGM , and make a consolidated Scrutinizer’s Report of
the votes cast in favour of or against, if any, forthwith submit the same to the Chairman of the meeting or a person
authorised by him. The Chairman or the authorized person shall declare the results forthwith.
XII. The results declared along with the Scrutinizer’s Report immediately shall be placed on the Company’s website www.
icra.in and on the website of NSDL and shall also be displayed on the notice board at the registered and corporate
office of the Company and simultaneously be communicated to the BSE Limited and the National Stock Exchange
of India Limited. The resolutions will be deemed to be passed on the date of AGM subject to receipt of the requisite
number of votes in favour of the resolutions.
22. Instruction for Members attending AGM through VC/OAVM
I. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL E-voting system.
Members may access the same at https://www.evoting.nsdl.com under shareholders/members login by using the
remote E-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the
EVEN of the Company will be displayed. Please note that the Members who do not have the User ID and Password
for E-voting or have forgotten the User ID and Password may retrieve the same by following the remote E-voting
instructions mentioned in the Notice to avoid last minute rush. Further, Members can also use the OTP based login
for logging into the E-voting system of NSDL.
II. Members are encouraged to join the AGM through laptops for better experience.
III. Further Members will be required to allow camera and use internet with a good speed to avoid any disturbance
during the meeting.
IV. Please note that participants connecting from mobile devices or tablets or through laptop connecting via mobile
hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended
to use stable wi-fi or local area network (LAN) connection to mitigate any kind of aforesaid glitches.
V. Members who would like to express their views/ask questions during the meeting may register themselves as a
speaker may send their request mentioning their name, demat account number/folio number, email id, mobile
number at investors@icraindia.com.
VI. Members who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at investors@icraindia.com. The same
will be replied by the Company suitably.
VII. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask
questions during the meeting.
23. Since the AGM will be held through VC/OAVM, the route map is not annexed to this Notice.
24. All documents referred to in the accompanying Notice will be available for inspection at the Registered Office of the
Company during office hours on all working days up to the date of declaration of the result of the 29th Annual General
Meeting of the Company and also at the AGM. The Register of Directors and Key Managerial Personnel and their
shareholding, Register of Contracts or Arrangements in which Directors are interested including certificate from the
Auditors of the Company under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014, if any shall
be available electronically for inspection by the Members during the AGM and during office hours on all working days
up to the date of AGM. For any further update, please refer Investors section of the Company’s website, www.icra.in.
280
Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013)
Item No. 4
Mr. Michael Foley is an Additional Director of the Company under the category Non-Independent and Non-Executive Director.
Mr. Foley, Managing Director, Global Financial Institutions, is responsible for Moody’s Banking, Insurance and Managed
Investment rating businesses in the Americas, EMEA and Asia. Mr. Foley joined Moody’s from the Board of Governors of
the Federal Reserve in Washington, D.C. where he was the Senior Associate Director of Banking Supervision and Regulation
from 2008 until 2012. While at the Federal Reserve, he managed a group responsible for the supervision of large, complex
domestic and foreign banking organizations regulated by the Federal Reserve.
Prior to his role at the Federal Reserve, Mr. Foley spent 14 years at Moody’s in a number of roles. His last position, in 2007,
was Managing Director, Fundamental Business Management. From 2002 to 2006, Mr. Foley was Managing Director, Regional
Head for EMEA, where he had responsibility for Moody’s offices in Europe, as well as for Moody’s affiliate relationships, and
matrix responsibility for EMEA ratings and research activities. From 1997 to 2001, Mr. Foley was a Managing Director in
Corporate Finance managing ratings for telecom, media and technologies, energy, utilities, healthcare and basic industries.
He was also a Managing Director in Finance, Securities and Insurance from 1996 to 1997 and a Vice President in the
Financial Institutions Group from 1993 to 1996.
Before Moody’s, Mr. Foley worked at KPMG Peat Marwick and the Federal Reserve in Washington, D.C.
The Board of Directors of the Company appointed Mr. Foley as an Additional Director, effective from October 25, 2019. As
per the provisions of Section 161 of the Companies Act, 2013, Mr. Foley holds office up to the date of the ensuing Annual
General Meeting. The Company has received notice in writing under Section 160 of the Companies Act, 2013, proposing his
candidature for the office of Director liable to retire by rotation. Mr. Foley is not disqualified from being appointed as Director
in terms of Section 164 of the Companies Act, 2013. Mr. Foley is not debarred from holding the office of Director by virtue of
any SEBI order or any other such authority.
The Nomination and Remuneration Committee of your Company has considered the candidature of Mr. Foley, and
recommended the appointment as a Director of the Company, liable to retire by rotation.
With Mr. Foley joining as Director, the Company would be benefited from his extensive experience and expertise.
Mr. Foley does not hold any shares in the Company. None of the Directors and Key Managerial Personnel of the Company or
their relatives, except Mr. Foley, is in any way concerned or interested in this Resolution. Details regarding Mr. Foley have been
presented in the Annexure-B to the accompanying Notice.
The Board of Directors of your Company is of the opinion that the appointment of Mr. Foley would be beneficial to the Company
and hence recommends the Ordinary Resolution as set out at Item no. 4 for approval of the Members of the Company.
Item No. 5
Mr. Amit Kumar Gupta is a Whole-time Director and General Counsel of ICRA Limited.
Mr. Gupta joined ICRA in 2015. He has over 20 years of diverse industry experience mostly insurance and financial services.
Prior to joining ICRA, Mr. Gupta worked at Ameriprise Financials, Aviva Life Insurance, Sanlam Investment and Bajaj Allianz
managing various responsibilities in the similar domain.
Mr. Gupta is on the Boards of ICRA Lanka Limited and ICRA Nepal Limited.
The Board of Directors of the Company in its meeting held on February 6, 2020 appointed Mr. Amit Kumar Gupta as an
Additional Director and as a Whole-time Director, for a tenure of one year, effective from February 7, 2020, subject to
approval of the Members of the Company.
The Board of Directors in the said meeting also approved the remuneration and other terms and conditions of the appointment
of Mr. Gupta, subject to the approval of the Members in the Annual General Meeting.
281
ICRA Limited
The terms and conditions of appointment of Mr. Gupta as the Whole-time Director are as follows:
1. Effective Date
February 7, 2020 (“Effective Date”)
2. Tenure
One year from the Effective Date
3. Title
Whole-time Director
4. Location
Location of employment is Gurugram, India (“Work Location”).
5. Remuneration
No additional remuneration is payable for holding the position of Whole-time Director. Mr. Amit Kumar Gupta shall
continue to draw the current remuneration for his position as General Counsel as well as for additional position as
Whole-time Director as per the terms of his appointment as General Counsel i.e. at cost to company (“CTC”) of INR
77,50,000 (Rupees Seventy Seven Lakh Fifty Thousand Only) per annum (excluding one-time special bonus). The break-
up of CTC on the basis of the various remuneration components has been provided in “Annexure A”.
Annual increase in remuneration including increments to components of compensation will be determined on an annual
basis as per the Company’s appraisal cycle, by the Board of Directors, as per the recommendation of the Nomination
and Remuneration Committee.
6. Minimum remuneration
Notwithstanding anything herein above stated where, in any financial year closing on and after March 31, 2020, the
Company incurs a loss or its profits are inadequate, the Company shall pay an aggregate remuneration not exceeding the
limits specified under Section II of Part II of Schedule V to the Companies Act, 2013 (including any statutory modifications
or re-enactment(s) thereof, for the time being in force), or any other applicable law for the time being in force.
7. Retirement by rotation and sitting fees
Appointment shall not be subject to retirement by rotation during tenure as Whole-time Director. Further, no sitting fees
shall be paid for attending the meetings of the Board of Directors or the board of directors of any subsidiary of the
Company, in each case, inclusive of any committee’s thereof.
8. Termination
Mr. Gupta’s position as Whole-time Director of the Company shall be terminable upon resignation or termination without
cause, by 1 month’s notice by Mr. Gupta or the Company. The Company may in its sole discretion waive the 1 month
notice requirement of Mr. Gupta.
The Company shall also be entitled to terminate Mr. Gupta as Whole-time Director for “Cause” (defined below), without
any prior notice.
“Cause” shall include (i) malfeasance, misconduct or gross negligence by Mr. Gupta in connection with his role as Whole-
time Director; or (ii) failure of Mr. Gupta to perform any statutory and/or contractual duties as Whole-time Director; or
(iii) continuing failure by Mr. Gupta to perform such statutory and/or contractual duties as Whole-time Director as are
requested by the Board or a relevant committee of the Board; or (iv) failure to observe material policies of the Company
applicable to Mr. Gupta (including, without limitation, the ICRA Code of Business Conduct and the Separation Policy); or
(v) any conduct of Mr. Gupta which results in a material loss of, or is prejudicial to, the reputation of the Company; or (vi)
the conviction for or plea of guilty made by Mr. Gupta, for (A) any statutory or criminal offence involving moral turpitude,
or (B) any felony or offence under the Indian Penal Code, 1860, in each case, for the time being in force.
The Board of Directors or any committee of the Board as may be constituted by the Board from time to time and
delegated with this power, may determine the Cause.
Employment with the Company in the designation of General Counsel shall be terminable by Mr. Gupta and/or the
Company in accordance with the terms and conditions of the Appointment Letter for position of General Counsel between
Mr. Gupta and the Company.
282
9. Other terms and conditions of the appointment

i. At any time, if Mr. Gupta ceases to be a Director of the Company, he shall ipso-facto cease to be a Whole-time
Director of the Company.
ii. At any time, if Mr. Gupta ceases to be an employee of the Company, he shall resign from his post of a Whole-time
Director and cease to be a Whole-time Director of the Company with immediate effect.
iii. Mr. Gupta shall perform such duties as a Whole-time Director, as may from time to time be entrusted to him by
the Board of Directors of the Company, subject to the superintendence and control of the Board of Directors of the
Company.
Subject to approval of the Members, the Board of Directors of the Company at its meeting held on June 25, 2020, on
recommendation of the Nomination and Remuneration Committee, approved the payment of a one-time special bonus of Rs.
12,00,000 to Mr. Gupta for the financial year 2020-21.
All other terms and conditions relating to Mr. Gupta’s appointment and remuneration as approved earlier by the Board of
Directors shall remain unchanged.
The Board accordingly recommends the resolution pertaining to payment of a one-time special bonus of Rs. 12,00,000 to Mr.
Gupta for approval by the Members of the Company.
The remuneration payable to Mr. Gupta is in conformity with the provisions of the Companies Act, 2013, including Schedule
V, and is within the permissible limits under the provisions of the Companies Act, 2013. Details of remuneration paid/payable
to Mr. Gupta are disclosed in the extract of the Annual Return annexed to the Board Report and in the Corporate Governance
Report.
The above may be treated as an abstract of the terms of appointment of Mr. Gupta as per the Companies Act, 2013.
Mr. Gupta is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. Mr. Gupta
is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority. The Company has
received notice in writing under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director.
Mr. Gupta does not hold any shares in the Company. None of the Directors and Key Managerial Personnel of the Company
or their relatives, except Mr. Gupta, is in any way concerned or interested in this Resolution. Details regarding Mr. Gupta have
been presented in the Annexure-B to the accompanying Notice.
The Board of Directors of your Company is of the opinion that the appointment of Mr. Gupta would be beneficial to the
Company and hence recommends the Ordinary Resolution as set out at Item no. 5 of the Notice for approval of the Members
of the Company.
Annexure A
Basic Salary Basic salary shall be Rs. 24,39,996 (Rupees Twenty Four Lakh Thirty Nine Thousand Nine Hundred
and Ninety Six Only) per annum.
House Rent Allowance A house rent allowance shall be paid equivalent to 40% of the abovementioned basic salary.
Special Allowance Special allowance of Rs. 21,72,231 (Rupees Twenty One Lakh Seventy Two Thousand and Two
Hundred Thirty One Only) per annum. Special allowance will be adjusted basis the elections
made towards flexible pay components.
Leave Encashment Leave Encashment shall be as per the Staff Rules.
Provident Fund Contribution towards provident fund shall be as per the Staff Rules.
Gratuity Shall be payable as per the Staff Rules.
Short-term Incentive The Board of Directors, in consultation with the Nomination and Remuneration Committee, shall
determine the Short-term Incentive, based upon the assessment of performance.
Long-term Incentive The Board of Directors, in consultation with the Nomination and Remuneration Committee, shall
determine the Long-term Incentive, based upon the assessment of performance.
CTC Rs. 77,50,000
283
ICRA Limited
Item No. 6
Mr. N. Sivaraman was appointed as an Additional Director thereafter as Managing Director & CEO of the Company and
CEO of ICRA Group, designated as “Managing Director & Group CEO”, effective from August 10, 2020. “ICRA Group” shall
mean the Company and its subsidiaries (both direct and indirect) when referred to collectively. The appointment is subject to
approval of the members of the Company and of other authorities, if any, under the provisions of Sections 196, 197, 198 and
203 read with Schedule V of the Companies Act, 2013 and the rules made there under (including any statutory modification(s)
or re-enactment thereof for the time being in force), on the following terms and conditions, as approved by the Board of
Directors and the Nomination and Remuneration Committee:
1. Basic Salary Mr. N. Sivaraman’s basic salary shall be at a rate of Rs. 1,34,75,000 (Rupees One Crore
Thirty-Four Lakh and Seventy-Five Thousand Only) per annum. It shall be paid in monthly
instalments, including a pro rata amount for a part month of service. The basic salary shall
be subject to such annual increments as may be decided by the Board of Directors of the
Company on the recommendation of the Nomination and Remuneration Committee. Any
annual increment shall be effective from 1st April, each year.
2. Bonus Mr. N. Sivaraman will be eligible to receive a bonus on an annual basis, subject to assessment
of his performance and Mr. N. Sivaraman being in “Good Standing”. The bonus for the first
year shall be equivalent to an amount of Rs. 1,65,00,000 (Rupees One Crore Sixty-Five Lakh
Only) subject to Mr. N. Sivaraman being in “Good Standing”. The said bonus for the first year
shall be proportionately paid out in the calendar year of 2021 during the time of the normal
bonus pay-out period for other employees in the Company and the balance amount shall be
paid in the calendar year of 2022 during the time of normal bonus pay-out period for other
employees in the Company. The Board, in consultation with the Nomination and Remuneration
Committee, shall determine the bonus for subsequent years, based upon the assessment of his
performance and subject to Mr. N. Sivaraman being in “Good Standing”.
3. Good Standing During the Tenure of his employment with the Company, Mr. N. Sivaraman’s eligibility to
receive the amounts referred to in clause 2 shall be subject to Mr. N. Sivaraman being in
“Good Standing” on the date that the decision is made to pay the relevant amount and on the
date on which payment is due to him. However, upon expiry of the Tenure or renewed Tenure,
as the case may be, the Bonus, either full or proportionate as may be determined by the Board
in consultation with the Nomination and Remuneration Committee, shall be payable to him.
“Good Standing” refers to Mr. N. Sivaraman being medically fit and actively employed (i.e.
not under notice given by him or the Company, continuing to be eligible pursuant to the Act to
hold the positions referred to in the appointment letter, and not being in breach of his statutory
and/or contractual duties towards the Company, or any other breach or action or inaction that
could give rise to a termination for Cause under Clause 8 below).
The Board of Directors or any committee of the Board as may be constituted by the Board from
time to time and delegated with this power, may determine Good Standing.
4. Allowances and Mr. N. Sivaraman shall be entitled to the following allowances as set out in the appointment
Perquisites letter, subject to the terms and conditions as approved by the Nomination and Remuneration
Committee of the Company from time to time. Amounts below are stated in terms of annual
figures. Unless otherwise stated in the staff rules of the Company (“Staff Rules”) or determined
by the Nomination and Remuneration Committee, Mr. N. Sivaraman’s entitlement to the
relevant amounts are subject to Mr. N. Sivaraman being in employment of the Company at
the relevant time of payment, and his entitlement shall be prorated in relation to a part-year of
employment. In case there is any conflicting provisions between the Staff Rules as in effect as
of any relevant time and the appointment letter, the provisions of the Staff Rules then in effect
would prevail. A detailed copy of the current Staff Rules will be shared with him as a separate
document for reference.
(i) House Rent A house rent allowance shall be paid equivalent to 50% of the abovementioned basic salary;
Allowance
(ii) Special Special allowance of Rs. 1,54,61,204 (Rupees One Crore Fifty-Four Lakh Sixty-One Thousand
Allowance Two Hundred Four Only) per annum. Special allowance will be adjusted basis the elections
made by him towards flexible pay components;
284
(iii) Flexible Pay Flexible pay components include lunch coupons/meal card and leave travel allowance.
Components
Lunch Coupons/Meal Card: a sum of Rs. 24,000 (Rupees Twenty-Four Thousand Only) per
annum.
Leave Travel Allowance: Any amount can be chosen as leave travel allowance up to a maximum
available balance of special allowance. Process for claiming leave travel allowance is specified
in the Staff Rules.
(iv) Mediclaim Premium in respect of Mediclaim and accidental insurance policies as per the Staff Rules;
and Accidental
Insurance
(v) Provident Fund Contribution towards provident fund shall be as per the Staff Rules;
(vi) Leaves and Leaves and Leave Encashment shall be as per the Staff Rules;
Leaves
Encashment
(vii) Gratuity Gratuity shall be payable as per the Staff Rules;
(viii) Company Car Mr. N. Sivaraman would be eligible to avail of the Company provided car and driver facilities.
However, the amount incurred for this perquisite shall be adjusted to the amount of Special
Allowance;
5. Additional (A) The remuneration payable to him by way of basic salary, perquisites, allowances, bonus,
Remuneration terms incentives, benefits, payments and/or any other remuneration as may be granted from time
to time, shall not exceed the limits specified under Sections 197 and 198 of the Act, including
Schedule V, as amended from time to time, unless requisite approval of members of the
Company is obtained in accordance with the Act. In case the remuneration payable to him
exceeds 5% of net profits of the Company for the relevant financial year and/or exceeds
the limits specified under Schedule V of the Act, the remuneration shall be payable to him,
subject to approval by members of the Company through special resolution. In case members
would not approve the remuneration, the Company shall pay Mr. N. Sivaraman an aggregate
remuneration not exceeding the limits specified under Section II of Part II of Schedule V to the
Act (including any statutory modifications or re-enactment(s) thereof, for the time being in
force), or any other applicable law for the time being in force.
(B) The Company shall withhold from all amounts payable under this appointment letter, all
sums that are required to be withheld by law, court decree, or executive order (issued under
statute or applicable law), including (but not limited to) towards income taxes, employment
taxes, and employee contributions to benefit plans sponsored by the Company, if applicable.
(C) Mr. N. Sivaraman’s annual cost to company is Rs. 5,50,00,000 (Five Crore Fifty Lakh
Only) (“CTC”). The CTC includes his gross annual remuneration consisting of all emoluments,
benefits and perquisites specified in Clauses 1, 2 and 4 as well as the various costs borne by the
Company in respect of his employment including the ‘employer provident fund contribution’
etc.
6. Location Mr. N. Sivaraman will work at the Company’s offices in Mumbai, India and will travel on
the business of the Company for which he is required to perform duties including travel to
Company’s office in New Delhi, Gurugram and/or any other location.
7. Tenure Mr. N. Sivaraman’s appointment as the Managing Director & Group CEO will be for a period
of 3 (three) years, effective from the date of his appointment, subject to requisite approvals
from shareholders and/or other appropriate authorities, if required. The tenure shall be further
renewed for an additional period of 2 (two) years subject to mutual consent of both parties and
approvals of the members of the Company and/or other appropriate authorities, if required.
285
ICRA Limited
8. Termination Subject to the terms of his appointment by the Board to the designations as set out in this
resolution, his employment with the Company shall be terminable either upon resignation or
termination without cause, by 3 months’ notice or by the payment of 3 months’ basic salary
and allowances but excluding perquisites and annual bonus, in lieu of notice by him or the
Company.
The Company shall also be entitled to terminate his employment for “Cause” (defined below),
without any prior notice.
“Cause” shall include (i) malfeasance, misconduct or gross negligence by him in connection
with his employment; or (ii) failure to perform any statutory and/or contractual duties; or (iii)
continuing failure to perform such statutory and/or contractual duties as are requested by any
person to whom he reports or the Board or a relevant committee of the Board; or (iv) failure to
observe material policies of the Company applicable to him (including, without limitation, the
ICRA Code of Business Conduct and the Separation Policy); or (v) any conduct which results in
a loss of, or is prejudicial to, the reputation of the Company; or (vi) the conviction for or plea
of guilty made by him, for (A) any statutory or criminal offence involving moral turpitude, or
(B) any felony or offence under the Indian Penal Code, 1860, in each case, for the time being
in force.
The Board of Directors or any committee of the Board as may be constituted by the Board from
time to time and delegated with this power, may determine the Cause.
9. Retirement by Rotation Mr. N. Sivaraman shall not be subject to retirement by rotation during his tenure as Managing
and Sitting Fees Director. Further, no sitting fees shall be paid to him for attending any meetings of the Board
of Directors or the board of directors of any other ICRA Group entities, in each case, inclusive
of any committee’s thereof.
If he receives any sitting fees or other remuneration from any other positions he holds in
connection with his employment with the Company, he shall promptly pay such amounts to
the Company.
10. Confidentiality Mr. N. Sivaraman acknowledges that the terms of the appointment letter are strictly confidential,
and categorically agrees not to disclose, communicate or otherwise make public the terms set
out herein to anyone for any reason whatsoever.
For the purposes of this confidentiality provision, the term “Confidential Information” shall
refer to all information in respect of which he is required to observe secrecy pursuant to the
Declaration of Fidelity and Secrecy hereto annexed as Annexure 1 (“Declaration”) and required
to be executed by him simultaneously with the acceptance and signing of the appointment
letter by him and all information which he will, in course of his employment with the Company
and tenure as Managing Director & Group CEO, receive, or become privy to, or acquire that
is not in the public domain, that is competitively sensitive and/or constitutes private business
information of or about the Company, any other entity of ICRA Group and/or the employees
or clients of the Company and/or any other ICRA Group entities. Notwithstanding the above,
any information which is marked as “Confidential” or “Proprietary” or which should otherwise
reasonably be construed as confidential or proprietary, or which otherwise derives value from
not being generally known or not being in the public domain shall also be considered as
Confidential Information. Mr. N. Sivaraman agree to hold the Confidential Information in the
strictest confidence and agree to use the Confidential Information only for the benefit of the
Company and each of the other ICRA Group entities and/or their respective clients, and solely
for purposes consistent with his employment duties. Mr. N. Sivaraman will not at any time,
either during the continuance of or after the termination of his employment with the Company,
share, use or disclose or otherwise communicate, or permit any other person or entity to
access, the Confidential Information except in a) the proper course of his employment duties
with the Company; or b) as authorized in writing by the Company; or c) as ordered by a court
of competent jurisdiction; or d) if any such disclosure is specifically required by the operation
of applicable law, provided that Mr. N. Sivaraman give prompt notice of such requirements to
the Company to enable the Company to seek an appropriate protective order or confidential
treatment.
286
11. Conflict of Interest Mr. N. Sivaraman must not undertake or have any interest in any activity or business which
conflicts with the interests of the Company or any other entity of the ICRA Group, or with
his duties towards the Company or any other entity of the ICRA Group. Without limiting the
foregoing, during his employment with the Company, and tenure as Managing Director &
Group CEO of the Company, he must:
(A) not accept from any person employed by the Company or any other entity of the ICRA
Group, or from any person having or which/who has had any business dealings with the
Company or any other entity of the ICRA Group, any gift (monetary or otherwise) the acceptance
of which would be in breach of applicable law or any relevant policies of the Company as in
effect from time to time;
(B) not at any time make improper or unauthorized use of information he acquires by virtue of
his position within the Company, or any other entity of the ICRA Group to gain any advantage
for himself or for any other person to the detriment of the Company or any other entity of the
ICRA Group, whether directly or indirectly;
(C) not at any time allow himself to be placed in a position where his personal interests may
conflict with his duties and obligations towards the Company or any other entity of the ICRA
Group, whether directly or indirectly; and
(D) not, directly or indirectly, be engaged, interested in or undertake in whatever capacity

and whether for reward or gratuitously, any employment, activity, trade, business, office or
work whatsoever otherwise than in respect of his duties and obligations towards the Company
or any other entity of the ICRA Group, or retain any fee, except with the written consent of the
Company.
12. Non-Compete Mr. N. Sivaraman acknowledges and agrees that for a period of 12 months from the date
of cessation of his employment with the Company and/or tenure as Managing Director &
Group CEO of the Company whichever is later, he will not, either directly or indirectly, partner,
work or enter into or attempt to partner, work, or enter into, any employment, directorship,
consultancy, advisory, service or agency agreement or any other engagement with any person,
firm, corporation, partnership, limited liability company, association, trust or other entity or
organisation, whether domestic or foreign, which, directly or indirectly, competes with and/or
which has the potential to compete with or which is likely to carry on business similar to all or
any part of the business or businesses (collectively, the “Business” as defined below) operated
or conducted by the Company or any other entity of the ICRA Group in India, Indonesia,
Nepal, Sri Lanka, or any other jurisdiction in which the Company or any other entity of the
ICRA Group conducts the Business as on the date on which his employment with the Company
or tenure as Managing Director & Group CEO ends.
Mr. N. Sivaraman understands and acknowledges that the Business of the Company and the
other members of the ICRA Group includes but is not limited to (i) assigning credit ratings to
securities and other credit obligations including structured finance securities, collateralized
obligations and derivatives, bonds, loans, bank deposits and other bank debt, commercial
paper programs, insurance company obligations, managed funds etc., (ii) the sale of related
credit research to third parties, (iii) management consulting, program management, risk
solutions and content, and (vi) knowledge process outsourcing.
13. Non-Solicitation Mr. N. Sivaraman agrees that during his employment with the Company and tenure as
Managing Director & Group CEO and for a period of 12 months from the date of cessation
of his employment with the Company and/or tenure as Managing Director & Group CEO,
whichever is later, he will not, on his own behalf or as a partner, officer, director, employee,
agent, or consultant of any other person or entity, directly or indirectly, solicit, induce, encourage
(or attempt to solicit, induce, encourage or recruit) any employee of the Company or any other
ICRA Group entity to (a) leave his or her employment or other association with the Company
and/or the relevant ICRA Group entity, as the case may be, and/or (b) consider employment
with any other person or entity.
287
ICRA Limited
14. Non-disparagement During the term of employment with the Company and tenure as Managing Director &
Group CEO and at any time thereafter, he shall not, under any circumstance, do any act,
thing or deed which is detrimental or prejudicial or materially adverse to the interest of the
Company or any other entity of the ICRA Group whether in India or overseas and shall refrain
from disparaging, criticizing, making or publishing any negative remarks, public or private,
comments or statements online on social media or other websites and/or blogs or in the press
or print media or electronic media or any interview concerning the Company or any other
entity of the ICRA Group or the businesses, services, products, shareholders, officers, directors
or other personnel of the Company or any other entity of the ICRA Group or any of their
affiliates/shareholders.
15. Privacy Mr. N. Sivaraman’s acceptance of the appointment letter shall constitute his consent and
authorization to the Company, its affiliate entities, authorized agents, legal consultants,
tax advisors, accountants, payroll processors, data processors, insurers, third party service
providers and medical/health consultants, in India or abroad, to collect, receive, scrutinize,
verify, shortlist, use, share, discuss, possess, process, monitor, store or handle or transfer, at
any time, any information, data, record and message created, received, sent or stored in any
Electronic Media Equipment or Electronic Media Systems (as such terms are defined below) of
the Company including his personal and sensitive personal information with the Company in
accordance with the applicable laws and the Company’s policies.
Mr. N. Sivaraman understands and agrees that any Company related information including
but not limited to emails, messages, documents on his personal Electronic Media Equipment
or personal Electronic Media Systems will be Company property.
Mr. N. Sivaraman hereby agrees and undertakes to allow the Company to access, review,
retrieve, transfer and expunge all such information and documents from his personal Electronic
Media Equipment or personal Electronic Media Systems at any time. For this purpose, “Electronic
Media Equipment” includes, but is not limited to, computers, external storage devices, thumb
drives, mobile devices (including, but not limited to, smart phones, tablets, and e-readers),
telephone equipment, and other electronic media devices and “Electronic Media Systems”
includes, but is not limited to, computer servers, messaging and email systems or accounts,
applications for computers or mobile devices, and web based services (including cloud-based
information storage accounts).
Mr. N. Sivaraman may exercise his rights of access, modification, cancellation and opposition to
the above actions in relation to his personal and sensitive personal information in accordance
with the applicable laws.
Mr. N. Sivaraman agrees to notify the Company immediately of any change affecting his
personal and sensitive personal information as provided to the Company in order to ensure
that it is accurate and updated.
All information, records, reports, correspondence by email, software, messages (including

voicemail), computer information and other data generated by or residing on the Company’s
Electronic Media Equipment or Electronic Media Systems shall be Company property and
may be accessed, searched, reviewed, audited, used or disclosed by the Company without
any notice to him for any legitimate business purpose including ensuring compliance with
the Company’s legal obligations such as income tax, social security withholdings, statutory
filings, management, financial and stock exchange reporting, human resources management,
restructuring and planning, conduct of workplace investigation/enquiries/audits, insurance
related compliance, employment related matters and that licensed software is being used.
The Company shall retain the above-mentioned information for long as is required for the
purposes for which it was collected or as required under applicable law.
288
16. Use of Company Mr. N. Sivaraman understands that he has no reasonable expectation of privacy in any
Assets Company property and agrees that any Company property is subject to inspection by the
Company personnel authorised by the Board at any time with or without a notice.
Mr. N. Sivaraman also understands that he has no expectation of privacy in relation to any
Electronic Media Equipment or Electronic Media Systems of the Company, including accessing
the internet, using any electronic mail, telephone, voicemail, instant messaging or technology
systems to which he will have access in connection with his employment.
The Company has or may acquire software and systems that are capable of monitoring and
recording all network traffic to and from any Electronic Media Equipment or Electronic Media
Systems of the Company. The Company reserves the right to access, review, copy and delete any
information, data or messages accessed through its Electronic Media Equipment or Electronic
Media Systems, at any time, with or without notice to him and/or in his absence. This includes,
but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions,
all news group activity (including groups visited, messages read and postings by him), and all
file transfers into and out of the Company’s internal networks. The Company further reserves
the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage
of the internet, including websites visited and any information Mr. N. Sivaraman download.
17. Amendments Any amendments to the terms and conditions shall be in writing and shall be subject to
compliance with applicable laws and the approval of the Board and the members of the
Company, as may be applicable.
18. Assignment The appointment letter will inure to the benefit of and be binding upon the successors of the
Company in cases such as mergers and amalgamations. Mr. N. Sivaraman will not assign any
of his rights under the appointment letter.
19. Waiver No failure or delay on the part of the Company in exercising any right, power or remedy
hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to the Company under applicable laws.
20. Governing Law The appointment letter will be governed and construed in accordance with the laws of India.
The civil courts at New Delhi will have the exclusive jurisdiction on all matters arising out of
and/or in connection with the appointment letter.
21. Employment Upon his appointment as Managing Director & Group CEO coming into effect, the appointment
Agreement letter, together with any other documents referred to herein, sets out all remuneration
arrangements pertaining to his appointment.
The appointment letter will be constituted as an Employment Agreement and terms set out in
the appoi ntment letter will supersede the offer letter.
289
ICRA Limited
The above may be treated as an abstract of the terms of appointment of Mr. N. Sivaraman as per the Companies Act, 2013.
Mr. N. Sivaraman is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013.
Mr. N. Sivaraman is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.
The Company has received notice in writing under Section 160 of the Companies Act, 2013, proposing his candidature for
the office of Director.
Mr. N. Sivaraman does not hold any shares in the Company. None of the Directors and Key Managerial Personnel of the
Company or their relatives, except Mr. N. Sivaraman, is in any way concerned or interested in this Resolution. Details regarding
Mr. N. Sivaraman have been presented in the Annexure-B to the Notice.
Relevant information and disclosures prescribed under Schedule V to the Companies Act, 2013 have been presented in the
Annexure-C to the Notice.
The Board of Directors of your Company is of the opinion that the appointment of Mr. N. Sivaraman would be beneficial to the
Company and hence recommends the Special Resolution as set out at Item no. 6 of the Notice for approval of the Members
of the Company.
By Order of the Board of Directors

For ICRA Limited
(S. Shakeb Rahman)

F7854
Place: Gurugram
Date: July 28, 2020
CIN: L74999DL1991PLC042749
Registered Office:
1105, Kailash Building, 11th Floor, 26,
Kasturba Gandhi Marg, New Delhi 110 001
Telephone No.: +91.11.23357940-45
Website: www.icra.in
Email ID: investors@icraindia.com
290
Annexure 1
DECLARATION OF FIDELITY AND SECRECY
I, .................................................................. (Name in full), do declare that I will faithfully, truly with due diligence and
to the best of my knowledge, judgment, skill and ability execute and perform duties required to be performed by me as an
employee of ICRA Limited (the “Company” or “ICRA”) and which properly relate to any office or position in the Company and/
or any entity of the ICRA Group (collectively, “ICRA Group”) held by me.
I further declare that I will, during my tenure of service with the Company and/or ICRA Group and also thereafter, observe
strict secrecy in respect of all transactions of the Company and ICRA Group and all matters relating thereto and that I will
not directly or indirectly communicate or divulge any of the matters or any information relating to the affairs of the Company
or ICRA Group, which may come to my knowledge in the discharge of my duties as an employee except when required or
authorized to do so by the management of the Company or ICRA Group or by the applicable law. I agree that such secrecy
would be maintained by me during my tenure of service with ICRA and ICRA Group and thereafter in respect of the client
information that would come to my knowledge while working with ICRA and ICRA Group. I also agree that any violation of
confidence on my part as hereinabove expressed shall render me liable to summary dismissal and to such further or other
actions as may be determined by ICRA in accordance with the Staff Rules/code of conduct or applicable laws.
I further declare that I shall abide by the Staff Rules, Codes of Conduct, and policies of the Company (including the Separation
Policies of the Company) to the extent applicable to me and submit myself to the disciplinary process as prescribed for violation
of the aforesaid rules, codes, policies and applicable laws.
Signature Witness
Name Signature
Designation Name
Address Address
291
Annexure - B
292
Details of the Director seeking reappointment/appointment at the Twenty-Ninth Annual General Meeting pursuant to Regulation 36(3) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on
General Meetings
ICRA Limited
Profile
Mr. Thomas John Keller Jr. is a Non- Mr. Michael Foley is an Additional Director Mr. Amit Kumar Gupta is a Whole- Mr. N. Sivaraman is a reputed business
Independent and Non-Executive Director of of ICRA Limited under the category of Non- time Director and General Counsel of leader who spent 34 years with Larsen &
ICRA Limited. Executive, Non-Independent Director. ICRA Limited. Toubro Limited (L&T). His last position was
President and Whole-Time Director of L&T
Mr. Keller recently retired from his dual role Mr. Foley, was appointed Vice Chairman, Mr. Gupta joined ICRA in 2015. He Finance Holdings, a listed company.
as Managing Director and Head of both the Moody’s Investors Service Asia Pacific, in has over 20 years of diverse industry
Commercial Group and Regional Management November 2019. In that role, he provides experience mostly insurance and Under his leadership, L&T Finance
of Moody’s Investors Service (MIS), leaving the strategic and operational support to Min Ye, financial services. Prior to joining Holdings became the first subsidiary of
Commercial role in January 2019 and the MD – Head of International, and Wendy ICRA, Mr. Gupta worked at Ameriprise L&T to be publicly listed. He strategized
Regional Management role June 30, 2019. Cheong, MD – Regional Head of MIS Asia Financials, Aviva Life Insurance, expansion of the business across lending,
Pacific, and focuses on a number of key Sanlam Investment and Bajaj Allianz asset management and insurance, and
As Head of the Commercial Group, Mr. Keller initiatives across the region. managing various responsibilities in led inorganic growth initiatives as well,
drove MIS’s sales and marketing efforts, product the similar domain. overseeing key acquisitions in asset
development and strategic initiatives. As Head From 2012 through 2019, Mr. Foley management, housing and personal vehicle
of the Regional Management organization, he was the Managing Director, Global Mr. Gupta is on the Board of ICRA finance. In his 34 years of association
provided global leadership to advance, execute Financial Institutions, responsible for Lanka Limited, a wholly owned with L&T, Mr. N. Sivaraman held many
and communicate strategies across regions in Moody’s Banking, Insurance and subsidiary of ICRA. key roles in Finance & Accounts, Mergers
which MIS operates. Managed Investment rating businesses & Acquisitions, Treasury, Project Finance,
in the Americas, EMEA and Asia. Mr. Mr. Gupta is a law graduate and a Corporate Finance and Investor Relations.
In addition, he oversaw the relationships Foley re-joined Moody’s from the Board member of the Institute of Company
with MIS’s non-Moody’s-branded affiliates of Governors of the Federal Reserve in Secretaries of
to manage risk exposure and enhance Washington, D.C. where he was the
cooperation. He was also the executive sponsor
of Moody’s LGBTA Employee Resource Group
and a board member of the Hetrick-Martin
Institute.
Prior to these roles, Mr. Keller held a number of Senior Associate Director of Banking In 2016, Mr. N. Sivaraman left L&T; he has
leadership positions in the company, including Supervision and Regulation from 2008 been working on establishing a platform
head of sovereign ratings, managing director until 2012. While at the Federal Reserve, for financing infrastructure projects using a
for the Global Public, Project and Infrastructure he managed a group responsible for the combination of NBFC and managed funds.
Finance Group, head of MIS Asia Pacific, and supervision of large, complex domestic and At the same time, his firm – 5E Financial
representative director of Moody’s Japan. foreign banking organizations regulated by Services, has been advising entities seeking
Mr. Keller joined the company in 1992 as a the Federal Reserve. to invest debt funds in infrastructure projects.
senior analyst. Prior to Moody’s, he worked at In December 2018, Mr. N. Sivaraman
Chemical Bank and Manufacturers Hanover Prior to his role at the Federal Reserve, joined IL&FS Group, as Group Chief
Trust Company. He earned a B.B.A. from the Mr. Foley spent 14 years at Moody’s in a Operating Officer, responsible for asset
University of Rhode Island and an M.B.A. from number of roles. His last position, in 2007, monetization and creditor engagement,
Iona College. was Managing Director, Fundamental including restructuring of loans, where
Business Management. From 2002 to required. His assignment with IL&FS ends
2006, Mr. Foley was Managing Director, on July 31, 2020.
Regional Head for EMEA, where he had
responsibility for Moody’s offices in Europe, Mr. N. Sivaraman holds a Bachelor of
as well as for Moody’s affiliate relationships, Commerce from Madras University and is
and matrix responsibility for EMEA ratings a Chartered Accountant from the Institute of
and research activities. From 1997 to Chartered Accountants of India.
2001, Mr. Foley was a Managing Director
in Corporate Finance managing ratings for
telecom, media and technologies, energy,
utilities, healthcare and basic industries. He
was also a Managing Director in Finance,
Securities and Insurance from 1996 to
1997 and a Vice President in the Financial
Institutions Group from 1993 to 1996.
Before Moody’s, Mr. Foley worked at KPMG

Peat Marwick and the Federal Reserve in
Washington, D.C.
Name of Director Mr. Thomas John Keller Jr. Mr. Michael Foley Mr. Amit Kumar Gupta Mr. Sivaraman Narayanaswami
Date of Birth and October 13, 1959; 61 years July 19, 1961; 59 years August 15, 1975; 45 years April 12, 1958; 62 years
Age
Relationship with None None None None
other Directors
inter se
First Date of January 30, 2015 October 25, 2019 February 7, 2020 August 10, 2020
Appointment
Expertise in Specific General Management, Strategy & Execution Credit ratings and financial institution Legal, Compliance, Government General Management, Strategy & Execution
Functional Areas regulation and supervision relations and public affairs
293
Qualifications B.B.A. from the University of Rhode Island; MBA and a BS Business Administration, LLB; Company Secretary (Institute of B.Com from Madras University; Chartered
294
M.B.A. from Iona College both from the University of Florida Company Secretaries of India) Accountant (Institute of Chartered
Accountants of India)
No. of Equity Nil Nil Nil Nil

Shares held in the
ICRA Limited
Company
List of Other None None • ICRA Lanka Limited • 5E Investment Advisors Private Limited
Companies/ • ICRA Nepal Limited
bodies corporate • Shiva Pharmachem Limited
(including listed
• Ascentios Advisors Private Limited
entities) in which
Directorships are • PGIM India Trustees Private Limited
held
List of Committees None Chairman None Member

of the Board of
• Stakeholder Relationship Committee of Audit Committee of Shiva Pharmachem
Directors (across
ICRA Limited Limited
all companies /
bodies corporate)
in which
Chairmanship/
Membership is
held**
**Pursuant to Regulation 26(1)(b) of the Listing Regulations, only two committees, viz. Audit Committee and Stakeholders Relationship Committee, have been considered.
Note: For other details such as number of meetings of the board and its committees attended during the financial year 2019-20 and remuneration drawn in respect of Mr. Thomas John Keller Jr.,
Mr. Michael Foley and Mr. Amit Kumar Gupta, please refer to the corporate governance report of the Company.
Annexure - C
Relevant information and disclosures prescribed in Schedule V to the Companies Act, 2013 are given below:
I General Information
1 Nature of Industry ICRA is a credit rating agency registered with the Securities and Exchange
Board of India.
2 Date or expected date of commencement The Company was incorporated on January 16, 1991 and the Certificate of
of commercial production Commencement of Business was granted on March 15, 1991. Since then,
the Company had commenced its business.
3 In case of new companies, expected Not applicable
date of commencement of activities
as per project approved by financial
institutions appearing in the prospectus
4 Financial performance based on given As per standalone financial statements (Rs. in Crore)
indicators Financial year 2019-20 2018-19 2017-18
Total income 248.36 274.67 272.87
Profit before Tax 92.05 131.07 145.84
Profit after Tax 64.98 95.97 100.32
Rate of dividend 270% 300% 300%
Earnings per share (Basic) (In Rs.) 67.55 98.36 102.01
As per consolidated financial statements (Rs. in Crore)

Financial year 2019-20 2018-19 2017-18
Total income 369.06 372.86 358.22
Profit before Tax 131.48 152.04 156.80
Profit after Tax 97.24 105.95 101.18
Earnings per share (Basic) (In Rs.) 99.98 108.03 102.39
II. Information about the appointee
1 Background details Refer to Annexure-B to this Notice
2 Past remuneration Details on proposed remuneration has been stated in the Item No. 6 to the
Explanatory Statement of this Notice.
Past remuneration is not applicable as the appointee was not associated with
the Company, prior to the proposed appointment.
3 Recognition or awards Highly acclaimed professional in the financial services sector.
4 Job profile and his suitability Mr. N. Sivaraman will devote full time and attention to ICRA ratings and non-
ratings business, subject to superintendence, control and directions of the
Board of Directors.
Mr. N. Sivaraman has rich experience in the financial services sector, and his
candidature is compatible with the organisational requirements.
5 Remuneration proposed Refer to the Item No. 6 to the Explanatory Statement to this Notice for details.
6 Comparative remuneration profile with Taking into consideration the size of the Company and ICRA Group, the profile
respect to industry, size of the company, of the Managing Director & Group CEO, the responsibilities shouldered by
profile of the position and person (in him and the industry benchmarks, the remuneration proposed to be paid is
case of expatriates the relevant details commensurate with the remuneration prevailing in the industry.
would be with respect to the country of
his origin)
295
ICRA Limited
7 Pecuniary relationship directly or Mr. N. Sivaraman has no pecuniary relationship with the Company or its
indirectly with the Company, or Key Managerial Personnel other than his remuneration in the capacity of the
relationship with the managerial Managing Director & Group CEO
personnel, if any
III. Other Information
1 Reasons of loss or inadequate profits Though the Company is a profit-making entity, a situation of inadequate
profits may arise in any of the financial year during the tenure of appointment
of Mr. N. Sivaraman.
Therefore, the Company proposes to obtain approval of the Members by way of
Special Resolution, to enable the Company to pay the managerial remuneration as
stated in the resolution.
2 Steps taken or proposed to be taken for The Company will take all reasonable steps and measures to avoid a situation
improvement of inadequacy of profits.
3 Expected increase in productivity and Given the uncertainty in the current macro-economic environment, we are
profits in measurable terms unable to determine impact on productivity in measurable terms.
IV. Disclosures The prescribed disclosures with respect to elements of remuneration package
are provided in the Item No. 6 to the Explanatory Statement to this Notice.
Disclosure pertaining to other Directors on the Board are provided in the
Corporate Governance section of the Annual Report of the Company.
296
ICRA ANALYTICS LIMITED PRAGATI DEVELOPMENT
(formerly ICRA Online Limited) CONSULTING SERVICES LIMITED
KOLKATA NEW DELHI

(Registered Office) (Registered Office)
Infinity Benchmark, 1105, Kailash Building, 11th Floor,
17th Floor, Plot No. G-1, 26, Kasturba Gandhi Marg
Bock GP, Sector V, Salt Lake, New Delhi - 110 001, India
Kolkata - 700 091, India Tel.: 91-11-23357940-45
Tel.: 91-33-40170100
NOIDA
(Corporate Office)
(Corporate Office)
Logix Park, 1st Floor
Infinity Benchmark,
Tower A-4 & A-5, Sector-16
17th & 18th Floor, Plot No. G-1,
Noida - 201 301 (U.P.), India
Bock GP, Sector V, Salt Lake,
Tel.: 91-120-4515800
Kolkata - 700 091, India
Fax: 91-120-4515850
Tel.: 91-33-40170100
NOIDA
Logix Park, 1st Floor,
Tower A4 & A5, Sector-16
Noida - 201 301 (U.P.), India
Tel.: 91-120-4515800
MUMBAI
Unit No. 1102, 1103, 1104
11th Floor, ‘B’ Wing
Wall Street Kanakia
Andheri-Kurla Road
Chakala, Andheri (East)
Mumbai - 400 093, India
Tel.: 91-22-61796300
CHENNAI
Karumuttu Centre, 5th Floor
634, Anna Salai, Nandanam
Chennai - 600 035, India
Tel.: 91-44-45964300
https://icraanalytics.com/
ICRA LIMITED
NEW DELHI AHMEDABAD

(Registered Office) 1809-1811 Shapath V
1105, Kailash Building Opp. Karnavati Club, S.G. Highway
11th Floor, 26, Kasturba Gandhi Marg Ahmedabad - 380015, India
New Delhi - 110001, India Tel.: 91-79-40271500
Tel.: 91-11-23357940-45 HYDERABAD-1
GURUGRAM 4A, 4th Floor, SHOBHAN
(Corporate Office) 6-3-927/A&B Somajiguda
Building No. 8, 2nd Floor, Tower A Raj Bhavan Road
DLF Cyber City, Phase II Hyderabad - 500082, India
Gurugram - 122002, Haryana, India Tel.: 91-40-40676500
Tel.: 91-124-4545300 HYDERABAD-2
MUMBAI 301 CONCOURSE, 3rd Floor
Electric Mansion, 3rd & 4th Floor Above SBI-HPS Branch
Appasaheb Marathe Marg, Prabhadevi No.7-1-58, Ameerpet
Mumbai - 400025, India Hyderabad - 500 016, India
Tel.: 91-22-61693300 Tel.: 91-40-49200200
KOLKATA PUNE
FMC Fortuna, 5A, Symphony, 5th Floor
A-10 & 11, 3rd Floor S. No. 210, CTS 3202
234/3A, A.J.C. Bose Road Range Hills Road, Shivajinagar
Kolkata - 700020, India Pune - 411020, India
Tel.: 91-33-71501100/1101 Tel.: 91-20-66069999
www.icra.in
CHENNAI
Karumuttu Centre, 5th Floor ICRA LANKA LIMITED
634, Anna Salai, Nandanam (Registered & Corporate Office)
Chennai - 600035, India 10-02 East Tower
Tel.: 91-44-45964300 World Trade Center
Colombo1,
BENGALURU-1
Sri Lanka - 00100
The Millenia, Tower-B Tel.: 94-11-4339907
Unit No.1004, 10th Floor Fax: 94-11-4235636
1 & 2 Murphy Road, Ulsoor www.icralanka.com
Bengaluru - 560008, India
Tel.: 91-80-43326400 ICRA NEPAL LIMITED
(Registered & Corporate Office)
BENGALURU-2
Sunrise Bizz Park, 6th Floor
2nd Floor, Vayudooth Chamber Dillibazar, Kathmandu, Nepal
Trinity Circle Tel.: 977-1-4419910/20
15-16, M.G. Road www.icranepal.com
Bengaluru - 560001, India
Tel.: 91-80-49225500

Icra 2019 20

Uploaded by

Copyright:

Available Formats

Icra 2019 20

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Icra 2019 20

Uploaded by

Copyright:

Available Formats

Annual Report

20-137 Secretarial Audit Report

Brief Financial Details of Subsidiaries 271

Today, ICRA and its subsidiaries together form the

Alliance with Moody’s Investors Service

The ICRA Factor

ICRA Group Structure

Creating a stimulating, inclusive and transparent environment for our employees

The Services Spectrum

ICRA Lanka Limited ICRA Nepal Limited

RATING SERVICES RATING SERVICES

The Services Spectrum The Services Spectrum

ICRA Analytics Limited

The Services Spectrum

Risk Management Market Data Consulting Knowledge Services

ICRA’s CSR Mission

Digital Inclusion for Young Aspirants (DIYA)

Making a Difference (MAD)

Women Entrepreneurship Programme (WEP)

Residential Learning Camp (RLC)

Extra-curricular activity at Vidya Students engagement in class at Deepalaya

Lake Restoration Project

Employee Volunteering Programme

Employee engagement activity with the Vidya School children

Employees engaging with the women of the WEP on financial management

ICRA Board of Directors

Mr. Duggal is involved in several

Mr. David Brent Platt Mr. Michael Foley Mr. N. Sivaraman

Mr. N. Sivaraman Mr. Vipul Agarwal

Mr. Amit Kumar Gupta

Mr. Subrata Ray Mr. Amit Kumar Gupta

Ms. Sheetal Sandhu Mr. S. Shakeb Rahman

ICRA : Key Trends

Trend in EPS Trend in Networth

Trend in Book Value Per Share Trend in Dividend Payout (%)

2015-16 2016-17 2017-18 2018-19 2019-20

Group ICRA : Key Trends

Trend in EPS (basic) Trend in Networth

Stakeholders Relationship Committee Bankers

Appointment is effective from February 7, 2020

Market and Business Overview

Change in Nature of Business

Subsidiary Companies (including step-down subsidiaries)

S. Name of Subsidiary Companies Category Country of

1. ICRA Analytics Limited$ Subsidiary India

2. Pragati Development Consulting Services Limited Step-down subsidiary India

3. PT. ICRA Indonesia* Subsidiary Indonesia

4. ICRA Lanka Limited Subsidiary Sri Lanka

5. ICRA Nepal Limited Subsidiary Nepal

Branches of the Company

Board Meetings Held During the Year

Human Resource Development & Training

Employees Stock Option Scheme (ESOS)

Extract of the Annual Return

Management Discussion & Analysis

Insider Trading Regulations

Material Changes and Commitments

Update Regarding Certain Ongoing Matters

Directors and Key Managerial Personnel