Annual Report FY2023
Annual Report FY2023
Annual Report FY2023
LLE
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INSIGHTS TO
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POWER TO
TRANSFORM
Annual Report 2022-23
CELEBRATING
YEARS
OF EXCELLENCE
From starting as a small
homegrown ratings company
in 1993 to becoming one of the
leading brands in the sector
with an international presence,
CareEdge has come a long way
in the past 30 years.
Mission
To provide best-in-class
tools, analyses and insights,
enabling customers to make
informed decisions
Values
Integrity, Pursuit of
Excellence, Commitment,
Fairness
06 Message from
MD & CEO 23 CARE Advisory Research
and Training Limited 118 Standalone
Financial Statements
10 Senior
Management 25 CARE Ratings
(Africa) Private Limited 235 Notice of 29th
Annual General
Meeting
12 Home of Knowledge
— Knowledge sharing
forums, webinars and
25 CARE Ratings
Nepal Limited
sectoral reports
20 CareEdge
in Media 26 People
Power
is investment grade default or sharp transitions. Your the option pool from 10 lakh options to 15 lakh options.
Company also outperformed in niche segments like This should help your Company in talent management.
securitization.
In terms of branding, I am sure you must have noticed
In line with the strategy adopted last year to put your Company becoming a far superior force to reckon
concentrated efforts into enhancing the business of with. Whether it is on mainstream media or social
our subsidiaries, the funds and talent allocated have media, our brand’s presence has improved by leaps
shown results. CARE Risk Solutions Private Limited and bounds. Your Company has also ensured regular
acquired over 20 new customers across offering like and topical webinars, research reports and specials
BI & Analytics services, Liferay implementation service such as Foresights -- all these have played a critical
and MLD valuations during the last fiscal. role in the brand being in the public eye.
CARE Advisory Research and Training Limited has Your Company in FY23 also initiated steps to return
gained good traction in ESG reporting. The company surplus funds to its shareholders, which are over and
has also been empanelled with the Association of above its ordinary capital requirements, and to reward
Mutual Funds in India as an ESG Rating provider for the shareholders through the Buyback of Equity
asset management companies. Shares of the Company. The details are available in the
Directors’ Report.
Our international arms have been actively improving
their performance too. During FY23, CARE Ratings Finally, I want to assure you that under strong and
Nepal Limited executed 13% more initial mandates stable leadership, your Company is poised for even
than the previous year. CARE Ratings (Africa) Private greater success. We will strive to make CareEdge
Limited, on the other hand, saw its total income grow Group bigger and better in the coming year.
by 27% in FY23.
On behalf of the Company, I wish you and your families
During the year, your Company also launched a new the very best. Take care and stay safe.
website for the Group and subsequent websites for
the subsidiaries are set to be rolled out soon. Keeping
the rapid advancements in the world of technology,
your Company has implemented Disaster Recovery
for business-critical applications and incorporated
AI and ML for financial system reading capabilities
to help make analysts more informed decisions. Your
Company has taken multiple initiatives to improve its
security posture during the year and will continue to Najib Shah
take further steps in the future. We have embarked on
the platform modernisation journey by initiating the
requirements project. This project will cover important
processes like Sales, Expense Management, DMS and
the Core Ratings Workflow.
to long-term value creation and our recognition of ever-changing needs of the markets we serve. The
the importance of a sustainable future. Whether it relationships we have cultivated with our clients,
is our parent organization, CARE Ratings, or any partners, and stakeholders are invaluable to us.
of our domestic and international subsidiaries, our We will continue to maintain a proactive approach,
commitment to delivering fresh, technology-driven anticipating emerging risks, expanding our global
analysis is yielding tangible results. We are confident presence, forging strategic partnerships to broaden
that these efforts will sustain our growth momentum our reach, and enhancing our capabilities. We are well-
for years to come. positioned to seize new opportunities and conquer the
challenges that lie ahead. Our vision of becoming a
In the realm of technology, we devoted tech-driven knowledge hub remains unwavering, and
considerable effort to enhancing and automating we will continue to invest in our people, technology,
our rating processes, driving efficiency across all branding, and growth initiatives to achieve this goal.
organisational functions. By incorporating external
consultants’ suggestions and internal reflections, To our stakeholders, I express my deepest appreciation
we have established a more streamlined and for your continued trust and support, which has been
efficient operation, bolstering our analytical rigour the driving force behind our achievements. I would
and credibility. again like to extend my heartfelt appreciation to our
talented team for their dedication and commitment.
Our success has been steered by our focus on people Together, we have overcome challenges, delivered
and culture-centric initiatives. We passionately believe exceptional results, and laid a solid foundation for
that our people are our greatest asset, and we are future success.
committed to nurturing their talents in a supportive
and collaborative work environment. We have With a sense of purpose, I look forward to the years
implemented targeted training and development ahead, continuing to serve you, and I am confident
programs, enhanced employee engagement initiatives, that we will continue to be a paragon of excellence,
and embraced flexible work arrangements to boost shaping the financial landscape and fostering trust in
morale and productivity. the global markets.
Annual
session. Chairman Najib Shah
conducted the proceedings and
interacted with the shareholders
General
in the presence of Board members
and senior management
Meeting
Achin Nirwani
CEO,
CARE Ratings
Nepal Limited
Knowledge Partnerships
36
Speaker Forums
attended by CareEdge
21
Webinars conducted
by CareEdge
76
Knowledge sharing
forums at CareEdge
296
Number of thematic reports
published by CareEdge
Webinars
Committed to offering insights
on different sectors and markets,
CareEdge conducted multiple
webinars and released regular
reports throughout the year.
Our experts also took part as
speakers on different platforms
to share in-depth domain
knowledge.
Foresights
Our special magazine Foresights
was launched this year to bring out
some of the major reports every
month. Packed with notes from our
senior leadership, including the MD
& CEO, the Chief Rating Officer and
the Chief Economist, the magazine
has grown in popularity rapidly.
in Media
significant coverage across platforms. Whether it was an opinion piece
by our Chief Economist or an interview with our Managing Director, the
year saw media coverage grow by leaps and bounds.
482
CareEdge Experts
Quoted in Media
1,413
Total Media
Coverages
104
Twitter Mentions by
Reputed Platorms
CARE Advisory
Research and
Training Limited
CARE Advisory Research and Training Limited (CART)
is a wholly-owned subsidiary of your Company that was
incorporated on September 6, 2016, and is in the business
of Advisory, ESG and Research. CARE Advisory offers (i)
advisory and consultancy services in the areas of credit
capacity assessments (of State Governments, Government
bodies and Corporates), preparation of business
improvement plans, TEV studies, enterprise valuations,
business and financial restructuring, markets and industry
studies, financial modelling, diagnostic studies, project
appraisals, feasibility studies, design of credit appraisal
systems; (ii) ESG services ranging from ESG Assessments
and grading to ESG strategy and advisory offerings; (iii)
Industry Research including Industry Research Outlook and
Industry Risk Scores on over 50 Sectors and Customised
Industry Research; (iv) Grading Services like AIF Grading
and MFI Grading to name a few.
CARE Ratings
(Africa) Private Limited
CARE Ratings (Africa) Private Limited (CRAF) continued its impressive performance during the financial year under
review. The company assigned ratings to more than 50 corporates of Mauritius including renowned Corporates like
The Mauritius Commercial Bank Ltd., Swan Life, MUA, Bank One, CIEL, ENL, CIM Financial Services Ltd., Ascencia,
Medine group, One & Only Villas, SBM Factors and Alteo.
In FY23, CRAF assigned ratings to bank facilities and bond issues aggregating to around MUR 90 billion (MUR 75
billion in FY22). CRAF also assigned credit ratings to almost 20% higher debt in FY23 as compared to FY22. There
has been an increase in awareness about the concept of Credit Rating among Banks and Corporates and a clear
understanding of the benefits of such Ratings.
CARE Ratings
Nepal Limited
CARE Ratings Nepal Limited (CRNL), incorporated in
Kathmandu, Nepal, is a subsidiary of CARE Ratings
and offers a wide range of rating services, which
includes the rating of debt instruments primarily
bank borrowings, issuer rating, fund management
quality rating etc. CRNL uses the technical expertise
of its parent company and has also developed
its capabilities in various sectors which comprise
banking and insurance, manufacturing, trading,
construction, power etc.
High tea The MD & CEO has met with all Training Your Company has adopted a
employees who belong to the A1 “Talent Management Framework”
with Mehul grade in the Company in a planned Framework which is built on the “World-
and systematic manner, seeking their renowned 9 Box Grid that assesses
feedback. Since then, many of their employees on Performance
suggestions have been acted upon, and Potential”.
including the decision to introduce
“hot snacks” for employees at all
locations.
Festive Festival celebrations have begun
in full swing across locations and
Spirits the same has been received very
Rewards & Your Company has continued to positively by our employees.
honour the commitment of the
Recognition personnel with multiple rewards.
Financial Performance
Your Company’s Financial Performance for the year ended March 31, 2023, is summarized below:
The total income for the financial year of FY23 was Returns to Shareholders
Rs 285.94 crore, a 15% increase from FY22, while the
other income stood at Rs 37.10 crore, a 31% increase a) Dividend
from the previous year. Revenue from operations During the year, your Company paid an interim
increased to Rs 248.84 crore in FY23. The ratings dividend of Rs 10/- per equity share amounting
income rose by 13% in FY23. to a pay-out of Rs 29.68 crore. The Board has
Your Company’s total expenditure in the financial year recommended a final dividend of Rs 7/-per equity
was Rs 147.80 crore, 5% higher than the previous year, due share and a special dividend of Rs 8/- per equity
to the impairment of non-current assets by Rs 5.72 crore share amounting to a pay-out of Rs 44.55 crore for
and an increase in travelling and conveyance cost of Rs FY2022-23, for approval of Members at the ensuing
2.03 crore. Salary expenses at Rs 104.03 crore in FY23 Annual General Meeting.
were 3% less than the previous year. At Rs 103.80 crore, The dividend recommended is in accordance with
FY23 net profit increased as compared to the previous the Company’s Dividend Distribution Policy and
year aided by an increase in total income. would be paid in compliance with the applicable
The superior business performance posted by your In FY24, your Company would carry forward its
company in FY23 was mainly attributable to the strategy on security by implementing Privileged Access
“Quality-led Growth” strategy pursued by the company. Management (PAM) for cyber threats by controlling,
Focused efforts were taken during the year to deepen monitoring and securing privileged access to critical
our relationship with our existing clients with targeted resources. In addition, a complete DR run would be
efforts to onboard clients from high-growth sectors. done wherein business-critical applications for a week
would be run from the DR site.
Dovetailed with these were our outreach efforts towards
communicating our superior rating performance and
deep credit insights into various sectors to end users Usage of Technology in Ratings
of our ratings like banks, mutual funds, Private Equity Ratings is a regulated business and most of the
players, etc. These efforts along with our well-thought- processes are standardised across the rating agencies
out rating criteria/methodologies, have led to even by regulators. However, we believe with the data and
stronger acceptability of our ratings which is very technology available today, ratings operations can
critical from a long-term perspective. become more efficient. We have started to use Machine
Learning (ML) and Natural Language Processing (NLP)
The regulatory environment is ever-changing with a
to read financial and operational data from publicly
strong emphasis on processes and timely outcomes.
available corporate company filings. The data accuracy
Businesses are also becoming more complex and the
based on ML results has significantly improved but as
cycles are also becoming shorter and more volatile.
it depends on a lot of variables, the models are being
This is slowly but steadily resulting in the movement
continuously revised. Once machines are properly
towards established rating agencies having strong
trained on varied datasets, the lower-end data entry
analytical capabilities and being supported by robust
work could be automated to a certain extent and would
processes. With three decades of presence in the credit
help improve our efficiency and overall turnaround time.
markets, CARE Ratings is well poised to take benefit
from the same. Your Company has also built a new website for the
Group, rich with content and a user-friendly interface
The shift in your Company`s strategy was also
and in accordance with our new brand vision of
well-timed to capitalise on the improvement in the
integrating all group offerings and synergies. We had
operating environment. Deleveraged balance sheets
adopted the latest technology platforms for enhancing
of corporates, strong balance sheets of banks, steady
the user experience on our new website. The subsidiary
improvement in capacity utilisation, government’s
company’s websites are being worked upon and will
push on infrastructure creation, schemes such as PLI
be rolled out soon. In addition, business applications
etc will continue to drive credit growth in the coming
supporting the ratings analyst team had made
years notwithstanding temporary aberrations induced
significant enhancements for ratings letters, press
by external factors. The Company with its “Quality-led
releases and evaluation forms which would reduce the
Growth” strategy is well poised to capture the long-
analyst operational time.
term growth potential of India and capture an even-
bigger share in the market. In FY24, your Company has initiated a platform
modernization program with the intent to use
Technology: Eye on the Future cutting-edge technology and upgrade core business
applications used by the ratings and business
In FY23, your Company set up Disaster Recovery Site
development team.
and executed Disaster Recovery (DR) for business-
critical applications to provide business continuity
in-event of any shut-down unexpectedly due to Group Approach
unforeseen circumstances, such as natural events, Building further on the continued efforts of the past
or security issues. This involved shutting down Core few years, your Company has seen growth on multiple
applications from the Production/Live Environment fronts in FY23 and this has been made possible by the
from Data Centre (DC) and routing all the Business combined efforts of CareEdge as a Group. Whether it
Applications from Disaster Recovery (DR). In addition, is the rating business, advisory, risk solutions or our
your Company completed a total upgrade in the services outside India, your Company has positioned
Hyperconverged computer infrastructure. itself as one of the leading brands in the market. We
have paid special attention to bringing in the right
Your Company improved our security posture
talent for the Group to further improve our services as
with reference to web app security, your Company
a whole and cement our image as a knowledge hub.
implemented Web Application Firewall (WAF)
which filters, monitors and blocks any malicious
Outreach
HTTP/S traffic travelling to the web application and
prevents any unauthorized data from leaving the app. In accordance with our efforts to improve the visibility
To ensure the integrity of authorized users and devices and credibility of your Company, we scaled up our
from gaining access to a corporate or private network outreach activities at all possible touchpoints in FY23.
before they connect to the network and minimize risk Be it our research reports or speaker sessions, your
and the possible spread of malware, your Company Company saw traction increase in all departments.
implemented Network Access Control (NAC). NAC Highly regarded and attended by senior industry
systems allow setting finely calibrated access policies leaders, your Company conducted as many as 21
when implemented correctly and track each user’s webinars and took part in 36 speaker sessions and 76
movement around networks. Knowledge Sharing Forums.
CareEdge was a ‘Process Partner’ at CNBCTV18’s Rajashree Murkute, Senior Director, CARE Ratings
Business Leaders – 40 under 40 Awards. The awards Limited was invited as a speaker at SEBI’s outreach
honoured the outstanding performances of 40 young programme on Municipal Bonds.
achievers who demonstrated excellence and portrayed
an abiding commitment to the world of Chartered Human Resources: People Power
Accountancy. As a process partner, CareEdge Ratings With a view to ensuring CareEdge is one of the best
assisted in the planning process to design award rules places to work, your Company has been focusing
and regulations, evaluate parameters and framework and on enhancing the quality of work life via multiple
conduct a comprehensive process review. engagement and training programmes throughout
the year. Continuing with the aim to deliver efficient
CareEdge was a Knowledge Partner at Assocham’s
and quality services, your Company has paid special
14th Capital Market Summit: The Reset of Globalization
attention to retaining talent and roping in fresh hands.
Capital Formation@2047 for New India, February 22.
As of March 2023, there were 517 full-time employees
Mehul Pandya, MD & CEO, CARE Ratings Limited,
compared with 491 last year, with voluntary attrition at
delivered the keynote address at the inaugural session
28% for FY23.
and unveiled a knowledge paper along with other
dignitaries. Revati Kasture, Executive Director, was a The focus on retention of our workforce is built on
part of the panel discussion at the event. approaches such as employee engagement, training
interventions, Rewards & Recognition programmes and
Mehul Pandya, MD & CEO, CARE Ratings Limited,
employee connect communication through multiple
delivered the keynote address on ‘Board’s Strategy in
platforms. Your Company conducted 60 training
Making CSR Inclusive’ and ‘International Trends in CSR’
programmes under the supervision of subject matter
at the 17th International Conference on Corporate Social
experts in the current year, covering employees.
Responsibility hosted by the Institute of Directors.
CareEdge worked on vetting the ranking methodology Some of the key initiatives of FY23 include:
for the MSME Banking Excellence Awards, which was
a) During the year, your Company introduced the
organised by the Chamber of Indian Micro, Small and
CareEdge Leadership Assimilation Program
Medium Enterprises.
(CLAP) – a globally renowned HR intervention
CareEdge associated with ASSOCHAM as the for leaders and people managers who have taken
Knowledge Partner for their conference titled Odisha on a new role of enhanced responsibility and/or
Minerals & Metals Industry: Exploring Opportunities & where there is a deemed need to foster greater
Addressing Concerns. alignment/assimilation of a team with its leader.
Mehul Pandya, MD & CEO of CARE Ratings Limited, The unique aspect of this program is that it
was among the jury members for the 2022 edition of drastically shortens the process of team formation
India’s Best CEOs awards organised by Business Today. and bonding (forming - storming – norming –
performing) and team alignment is achieved
Mehul Pandya, MD & CEO, CARE Ratings Limited, spoke within a couple of months, which may otherwise
on ESG adoption at the ESG Infra Mint Conclave. take several months to achieve system for teams
Sachin Gupta, Chief Rating Officer, spoke on Indian to share anonymous feedback to leaders about
Infrastructure - Coming of Age at Edelweiss Annual their managerial style.
Investor. b) Another thoroughly cheered initiative this year
CareEdge associated as ‘Knowledge Partner’ at was that of our Managing Director & CEO, Mehul
Assocham’s Conference on ‘Indian Mineral Reforms- Pandya meeting with all employees who belong
Step towards Atmanirbhar Bharat’. to the A1-A3 grade in a planned and systematic
manner, seeking their feedback. Ever since the
CareEdge won the bronze award at the National CSR start of this, many of the suggestions received
Summit & Awards – Amrit Mahotsav Series – organised during the meetings have been acted upon.
by Vision India Forum.
c) Your Company has adopted a talent management
Rajani Sinha, Chief Economist, participated in a panel and succession planning framework, which is built on
discussion on ‘Changing Geopolitical Dynamics: An the world-famous “Performance vs Potential Matrix”
opportunity for EU-India Cooperation’ at the 30th model, leading to the creation of a 9-Box Grid. It
Annual General Meeting of The Council of EU Chambers assesses employees on performance and potential.
of Commerce in India.
d) Your Company introduced a long-term incentive
Nehal Shah, Senior Director & Head of Compliance at plan across the functions.
CARE Ratings Limited, was invited as the Chief Guest
Strengthening the Subsidiaries: Banks and Financial Institutions (BFI) remains meagre.
As on March 31, 2023, the Company has 4 subsidiaries The growth trend in inward remittance provides some
i.e., CARE Ratings (Africa) Private Limited, CARE Ratings relief to the economy. Furthermore, a more stable
Nepal Limited, CARE Advisory Research and Training government could go a long way towards improving
Limited and CARE Risk Solutions Private Limited. the pace of economic growth going forward. However,
with increasing competition coupled with the low
CARE Ratings (Africa) Private Limited credit appetite of BFIs, business growth in the near
term is likely to see some moderation in growth.
CARE Ratings (Africa) Private Limited (“CRAF”) has
been licensed by the Financial Services Commission of CARE Advisory Research and Training Limited
Mauritius from May 7, 2015. It is the first Credit Rating
Agency to be so recognized. It is also recognized by CARE Advisory Research and Training Limited (“CART”)
the Bank of Mauritius as an External Credit Assessment is a wholly-owned subsidiary of your Company which
Institution (ECAI) on May 9, 2016. In February 2019, was incorporated on September 6, 2016 and is in the
CRAF received the approval of the Capital Markets business of Advisory, ESG and Research. CART offers
Authority of Kenya to operate as a Credit Rating (i) advisory and consultancy services in the areas of
Agency in Kenya under the Capital Markets Act and the risk advisory, policy advisory, business improvement
Regulations and Guidelines issued thereunder. plans, TEV studies, enterprise valuations, business
and financial restructuring, markets & industry studies,
CRAF’s revenue grew by 27% in FY23 on account of financial modelling, diagnostic studies, feasibility
an increase in the total volume of debt rated with studies, design of credit appraisal systems; (ii) ESG
contributions coming from both new assignments and services ranging from ESG Assessments and grading
surveillance exercises. to ESG strategy and comprehensive advisory offerings
CRAF is now planning to expand its presence in other (iii) Industry Research including Industry Research
geographies of Africa, principally in the countries Outlook and Industry Risk Scores on over 80 Sectors
falling under the Southern African Development and Customised Industry Research; (iv) Grading
Community (SADC). The focus of the company is to Services like MFI Grading, NGO Grading and AIF
leverage upon the experience of the CareEdge group in Grading to name a few.
the Indian & Mauritius markets and utilise the same for Continuing its journey to position itself as a knowledge
popularising the concept of credit rating in the capital and quality research-driven institution, CART took
market ecosystem of Africa through training, advisory steps to build an Advisory, ESG and Research Business
and strong technology-enabled analysis. in FY22. In the last year, CART has scaled up its offerings
in ESG with services relating to ESG Assessments and
CARE Ratings Nepal Limited ESG Strategy, Roadmap and Reporting. CART has
CARE Ratings Nepal Limited (“CRNL”), incorporated in also developed India’s first tech-enabled, on-demand,
Kathmandu, Nepal, is a subsidiary of your Company and comprehensive data platform that brings together
offers a wide range of rating services, which includes the company, industry and ESG insights. This platform
rating of debt instruments primarily bank borrowings, currently provides ESG scores for over 900 listed
issuer rating, fund management quality rating etc. entities. CART has also been empanelled with the
CRNL is an authorised credit rating agency licensed Association of Mutual Funds in India (AMFI) as an ESG
by the Securities Board of Nepal w.e.f. November 16, Rating provider for AMCs.
2017. CRNL uses the technical expertise of its parent CART has been offering services in the field of
company and has also developed its capabilities in infrastructure project evaluation and independent
various sectors which comprise banking and insurance, viability and feasibility studies and corporate advisory
manufacturing, trading, construction, power etc. (business plan preparation, financial improvement
CRNL’s total revenue grew by 15% in FY23. The growth plan, financial appraisal). This division has undertaken
in business was supported by CRNL’s efforts to bespoke assignments, especially with Multilateral
improve awareness about credit rating among various Organisations like World Bank and ADB. The Research
stakeholders by organizing various training sessions and Division of CART services a variety of business needs
seminars coupled with better execution of initial cases. of its domestic and multinational clients with credible
and customised research and analysis on various facets
Being a credit rating agency, CRNL’s business depends
of the economy and industries in addition to providing
on the overall size of the rateable universe, which
Industry Research Outlook and Industry Risk Scores on
is directly impacted by the regulatory framework,
over 80 Sectors. The Grading services being offered by
financial market and economic growth in Nepal.
the company have also exhibited good growth across
The outlook, remains impacted by the slow pace
offerings in MFI Grading, AIF Grading and NGO Grading.
of economic recovery, owing in part to the muted
government spending so far this fiscal. Demand In FY23, total revenue increased to Rs 8.02 crore from
across various sectors is declining and amid tightened Rs 7.41 crore in FY22.
regulatory supervision, growth in lendable funds of
Particulars of Contracts or Arrangements with Further, the term of office of Mr. Najib Shah
(DIN:08120210), Ms. Sonal Desai (DIN:08095343) and
Related Parties
Dr. M. Mathisekaran (DIN:03584338), Non-Executive
All transactions entered into during the Financial Year Independent Directors concluded at the 29th Annual
2022-23 with Related Parties as defined under Section General Meeting. They were subsequently appointed
188 of the Act and Regulation 23 of the Securities as a Non-Executive Independent Directors for a second
and Exchange Board of India (Listing Obligations and term from the conclusion of the 29th Annual General
Disclosure Requirements) Regulations, 2015 (“SEBI Meeting upto the conclusion of the 32nd Annual General
Listing Regulations”) were in the ordinary course Meeting of the Company to be held for the financial year
of business and on an arm’s length basis. During the 2024-25, who shall not be liable to retire by rotation.
year, the Company had not entered into any contract/
Mr. Ananth Narayan Gopalakrishnan (DIN:05250681) meetings held and attended by each Director are detailed
resigned as a Non-Executive Independent Director in the Corporate Governance Report, which forms part of
of the Company with effect from September 5, 2022, this Report. The intervening gap between two consecutive
pursuant to his appointment as a Whole-time Member Board Meetings did not exceed 120 days.
of the Securities and Exchange Board of India.
Ms. Subhangi Soman (DIN:09476059) resigned as Vigil Mechanism – Whistle Blower
a Non-Executive Non-Independent Director of the The Company has established a vigil mechanism
Company with effect from November 24, 2022, due to for Directors and Employees in compliance with the
pre-occupation and other engagements. provisions of Section 177(10) of the Act and Regulation
22 of the SEBI Listing Regulations to report their genuine
Mr. Gurumoorthy Mahalingam (DIN:09660723) was
concerns and to provide for adequate safeguards
appointed as an Additional Director in the category of
against victimisation of persons who may use this
Non-Executive Independent Director of the Company
mechanism. During the year, your Company affirms that
with effect from November 21, 2022. Further, his
no employee of the Company was denied access to the
appointment was approved by the Members of the
Audit Committee. The said policy is also available on
Company through a postal ballot on January 21, 2023.
the website of the Company at https://www.careratings.
Mr. V. Chandrasekaran (DIN:03126243) was com/Uploads/newsfiles/FinancialReports/1679040341_
re-designated as a Non-Executive Independent Whistle%20Blower%20Policy.pdf
Director of the Company from Non-Executive
Non-Independent Director of the Company with effect Policy on Directors’ Appointment and
from December 7, 2022, pursuant to shareholders Remuneration
approval through postal ballot.
The Policy of the Company on Directors’ appointment
Mr. Sobhag Mal Jain (DIN:08770020) was appointed as and remuneration including criteria for determining
Additional Director in the category of Non-Executive qualifications, positive attributes, independence of a
Non-Independent with effect from January 28, 2023. Director and other matters provided under sub-section
Further, his appointment was approved by the Members (3) of section 178, is appended as Annexure - I to this
as Non-Executive Non-Independent Director of the Report and is also available on the website of the Company
Company through a postal ballot on April 15, 2023. at https://www.careratings.com/Uploads/newsfiles/
In accordance with the Articles of Association of the FinancialReports/1679040649_NOMINATION%20&%20
Company and provisions of Section 152(6)(e) of the REMUNERATION%20POLICY.pdf
Act, Mr. Mehul Pandya will retire by rotation at the
ensuing Annual General Meeting of the Company and Annual Evaluation of Performance of the Board
being eligible, offers himself for re-appointment. Pursuant to the provisions of the Act and SEBI Listing
Regulations, an annual performance evaluation of
Declaration by Independent Directors the Board and its Committees and other individual
The Independent Directors of the Company have Directors is required to be undertaken to assess the
submitted their declaration of independence as performance of the Board and its Committees with the
required under Regulation 25 (8) of the SEBI Listing aim to improve effectiveness.
Regulations and Section 149(7) of the Act confirming The Board Evaluation Cycle for FY2022-23 was
that they meet the criteria of independence under completed by the Company internally which included the
Section 149(6) of the Act and Regulation 16 (1)(b) of Evaluation of the Board as a whole, Board Committees
SEBI Listing Regulations. and other individual Directors of the Company.
The Board is of the opinion that the Independent The Board’s functioning is evaluated after taking
Directors fulfil the conditions specified in these inputs from the Directors on various aspects, including
Regulations and are independent of the management. inter alia degree of fulfilment of key responsibilities,
There has been no change in the circumstances board structure and composition, establishment and
affecting their status as Independent Directors of the delineation of responsibilities to various committees,
Company. Further, the Independent Directors of the the effectiveness of board processes, information and
Company possess requisite qualifications, experience functioning.
and expertise in the field of finance, strategy, auditing,
The Committees of the Board were evaluated
tax, risk advisory and financial services and they hold
after taking inputs from the Committee members
the highest standards of integrity.
based on criteria such as degree of fulfilment of key
responsibilities, adequacy of committee composition
Number of Meetings of the Board of Directors
and effectiveness of meetings.
The Board of Directors met 10 (Ten) times during
The Board reviewed the performance of the
the Financial Year ended 2022-23 on April 11, 2022,
individual Directors on aspects such as attendance
April 26, 2022, May 28, 2022, July 20, 2022, July 29, 2022,
and contribution at Board/ Committee Meetings and
August 17, 2022, November 8, 2022, December 7, 2022,
guidance/ support to the management outside Board/
January 28, 2023 and March 16, 2023. The particulars of
Committee Meetings.
iii. Stakeholders Relationship Committee; The disclosure relating to fees paid to Statutory
Auditors is provided in Corporate Governance Report
iv. Corporate Social Responsibility and annexed to this Report.
Sustainability Committee;
v. Risk Management Committee; Instances of Fraud, if Any Reported by the Auditors
vi. Rating Sub-Committee; During the year under review, there have been no
instances of fraud reported by the Auditors under
vii. Strategy and Investment Committee and
Section 143(12) of the Act and rules framed thereunder
viii. Technology Committee either to the Company or to the Central Government.
During the period under review, the Board constituted
its Techonology Committee in order to have more focus Secretarial Audit Report
on critical IT projects and implementation. The Board of Directors of your Company has appointed
A. K. Jain & Co., Company Secretaries, Mumbai, to
A detailed note on the composition of the Board
conduct the Secretarial Audit of the Company for
and its committees is provided in the Corporate
FY2022-23. The Secretarial Audit Report is appended
Governance Report.
to this Report as Annexure - II.
Adequacy of Internal Financial Control with There are no qualifications, reservations or adverse
Reference to Financial Statements remarks or disclaimers made by A. K. Jain & Co., Company
Secretaries in their secretarial audit report.
The Company has an Internal Financial Control System
commensurate with the size, scale and complexity of
Maintenance of Cost Records and Cost Audit
its operations.
Maintenance of cost records and requirement of cost
The Company has adopted accounting policies which
audit as prescribed under the provisions of Section
are in line with the Indian Accounting Standards notified
148(1) of the Act is not applicable for the business
under Section 133 and other applicable provisions,
activities carried out by the Company.
if any, of the Act read together with the Companies
(Indian Accounting Standards) Rules, 2015.
Particulars regarding Conservation of Energy,
The Company, in preparing its financial statements, Technology Absorption and Foreign Exchange
makes judgments and estimates based on sound earnings and outgo Conservation of Energy and
policies and uses external agencies to verify/ validate Technology Absorption
them as and when appropriate. The basis of such
judgments and estimates is also approved by the Your Company has taken necessary steps and
Statutory Auditors and Audit Committee. initiative in respect of the conservation of energy to a
possible extent to conserve the resources as required
The Internal Auditor evaluates the efficacy and adequacy under Section 134(3)(m) of the Act and rules framed
of internal control systems, accounting procedures thereunder. As your Company is not engaged in any
and policies adopted by the Company for the efficient manufacturing activity, the particulars of technology
conduct of its business, adherence to the Company’s absorption as required under the section are not
policies, safeguarding of the Company’s assets, applicable and hence are not provided.
prevention and detection of fraud and errors and timely
preparation of reliable financial information, etc. Based Foreign Exchange Earnings and Outgo
on the report of the internal audit function, process
During the year under review, the Company has earned
owners undertake corrective action in their respective
a foreign exchange equivalent of Rs 95.53 lakh and has
areas and thereby strengthen the controls. Significant
spent Rs 10 lakh on foreign exchange.
audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
Material Changes and Commitments Affecting for determining Material Subsidiaries. The Policy
the Financial Position of the Company is available on the Company’s website and can be
accessed at https://www.careratings.com/Uploads/
There have been no material changes and commitments
newsfiles/FinancialReports/1679040466_Policy%20
affecting the financial position of the Company which
for%20determining%20material%20subsidiaries.pdf
have occurred between March 31, 2023 and the date of
this report other than those disclosed in this Report.
Corporate Governance
Significant and Material Orders passed by the The Company is committed to maintaining the highest
Regulators or Courts Tribunals standards of Corporate Governance and adhering to
the Corporate Governance requirements as set out by
There are no significant material orders passed by the
the Securities and Exchange Board of India. The Report
Regulators/ Courts which would impact the going
on Corporate Governance as per Regulation 34 (3)
concern status of your Company and its future operations.
read with Schedule V of the SEBI Listing Regulations
forms part of the Annual Report. The Certificate from
Management Discussion and Analysis Report the Auditors of the Company confirming compliance
The Management’s Discussion and Analysis Report for with the conditions of Corporate Governance as
the year under review, as stipulated under Regulation stipulated under Schedule V (E) of the SEBI Listing
34(2)(e) of the SEBI Listing Regulations with the Stock Regulations, a Certificate by the Managing Director
Exchanges, is annexed as Annexure - III to this Report. affirming the compliance of Code of Conduct and
a Certificate of Non-disqualification of Directors
Particulars of Employees provided by the Practicing Company Secretary form
Disclosures with respect to the remuneration of part of the Corporate Governance Report which has
Directors and employees as required under Section 197 been appended as Annexure-VII.
of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 Annual Return
have been appended as Annexure - IV to this Report. Pursuant to the provisions of Section 92(3) of the Act read
The information required pursuant to Section 197 of with the Companies (Management and Administration)
the Act read with Rule 5(2) & (3) of the Companies Rules, 2014 and Section 134(3)(a) of the said Act, the
(Appointment and Remuneration of Managerial Annual Return containing details as on March 31, 2023
Personnel) Rules, 2014 in respect of employees of your is available on the Company’s website on: https://www.
Company is available for inspection by the Members. Any careratings.com/annual-reports
Member interested in obtaining such information may
address their email to investor.relations@careedge.in Share Capital
There was no change in Authorised Share
Business Responsibility and Sustainability Report Capital during the Financial Year that ended on
A Business Responsibility and Sustainability Report as March 31, 2023. The Authorised Share Capital of the
per Regulation 34(2) of the SEBI Listing Regulations, Company is Rs 35,00,00,000/- (3,50,00,000 Equity
detailing the various initiatives taken by the Company Shares of face value of Rs 10/- each).
on the environmental, social and governance front is During the Financial Year ended March 31, 2023, the
provided as Annexure – V and forms an integral part Company has allotted 58,264 equity shares on account
of this Report. of the exercise of Stock Options under the Employee
Stock Option Scheme, 2020, the details of which are
Performance and Financial Position of given below:
Subsidiary, Associate and Joint Venture
Sr. no. Date of Allotment No. of Equity
Company and their Contribution to the Overall
Shares allotted
Performance of the Company
1 July 5, 2022 2,333
As required under Section 129 of the Act and Regulation
33 of the SEBI Listing Regulations, the Consolidated 2 January 3, 2023 36,000
Financial Statements have been prepared by the 3 March 30, 2023 19,931
Company in accordance with the applicable Accounting
Standards and form part of the Annual Report. Statement Further during the financial year, pursuant to
on the highlights of the performance of the subsidiary the shareholders’ resolution passed on
companies and their contribution to the overall September 2, 2022, the Company bought back 4,199
performance of the Company are given in Form AOC-1 equity shares of the Company as per the provision of
has been appended as Annexure- VI to this Report. the Securities and Exchange Board of India (Buy-back
of Securities) Regulations, 2018.
Pursuant to provisions of Section 136 of the Act, the
financial statements of the subsidiaries, as required, In view of this, the paid-up share capital as on
are available on the Company’s website and can be March 31, 2023, was Rs 29,70,06,120 which consisted of
accessed at https://www.careratings.com/financial- 2,97,00,612 equity shares of Rs 10/- each.
performance The Company has formulated a Policy
During the Financial Year 2022-23, there was no change The Board has constituted a Corporate Social
in the nature of business of the Company. Responsibility and Sustainability (CSR) Committee in
accordance with Section 135 of the Act. The CSR Policy
Disclosures under the Sexual Harassment of has been devised based on the recommendations made
Women at Workplace (Prevention, Prohibition & by the CSR Committee. The brief outline of the CSR
policy of the Company and the initiatives undertaken by
Redressal) Act, 2013
the Company on CSR activities during the year under
Your Company has always believed in providing a safe review are set out in Annexure – VIII of this Report in
and harassment-free workplace for every individual the format prescribed in the Companies (Corporate
working on the Company’s premises through various Social Responsibility Policy) Rules, 2014. The CSR
interventions and practices. The Company always policy is available on the website of the Company
endeavours to create and provide an environment that at https://www.careratings.com/Uploads/newsfiles/
is free from discrimination and harassment including FinancialReports/1679039991_Corporate%20Social%20
sexual harassment. Responsibility%20(CSR)%20Policy.pdf
Your Company has a policy on the Prevention of Sexual
Harassment at the Workplace. The policy aims at Material Non-Listed Indian Subsidiary
the prevention of harassment of employees and lays There was no material (non-listed) Indian subsidiary of
down the guidelines for the identification, reporting your Company as on March 31, 2023.
and prevention of undesired behaviour. An Internal
Directors’ Responsibility Statement 5. They have laid down internal financial controls
As required under Section 134 (5) of the Act, the Board to be followed by the Company and that such
of Directors, to the best of their knowledge and ability internal financial controls are adequate and have
confirm that: been operating effectively;
1. In the preparation of the annual accounts for the 6. They have devised proper systems to ensure
financial year ended March 31, 2023, the applicable compliance with provisions of all applicable
accounting standards have been followed along laws and that such systems were adequate and
with proper explanation relating to material operating effectively.
departures;
Compliance with the Secretarial Standards 1 & 2
2. They have selected such accounting policies and issued by the Institute of Company Secretaries
applied them consistently and made judgments
of India (“ICSI”)
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs The Company has complied with the applicable
of the Company at the end of the financial year Secretarial Standards 1 & 2 issued by ICSI related to the
and of the profit and loss of the Company for the Board and General Meetings.
said year;
Acknowledgements
3. They have taken proper and sufficient care for
the maintenance of adequate accounting records The Directors are thankful to the Members for their
in accordance with the provisions of the Act for confidence and continued support. The Board places
safeguarding the assets of the Company and on record its appreciation of the contribution of its
for preventing and detecting fraud and other employees to the Company’s operations and the trust
irregularities; reposed in it by market intermediaries, issuers and
investors. The Board also appreciates the support
4. They have prepared the annual accounts for the provided by the Reserve Bank of India, the Securities
financial year ended March 31, 2023, on a going Exchange Board of India and the Company’s Bankers.
concern basis;
Sd/- Sd/-
Najib Shah Mehul Pandya
Chairman Managing Director & CEO
DIN: 08120210 DIN: 07610232
Place: Mumbai
Date: May 11, 2023
The terms of reference of the Committee as defined by 6) Whether to extend or continue the term of
the Board are as follows: appointment of the independent director, on the
basis of the report of performance evaluation of
Section 178 of the Companies Act, 2013 independent directors. The company shall disclose
the remuneration policy and the evaluation criteria
1) Identify persons who are qualified to become directors in its Annual Report.
and who may be appointed in senior management in
accordance with the criteria laid down; 7) Recommend to the board, all remuneration, in
whatever form, payable to senior management.
2) Recommend to the Board their appointment and
removal and shall specify the manner for effective
APPLICABILITY
evaluation of performance of the Board, its
committees and individual Directors to be carried a) Directors (Executive and Non-Executive)
out either by the Board, by the Committee or by b) Key Managerial Personnel
any an independent external agency and review its
c) Senior Management Personnel
implementation and compliance;
3) Formulate the criteria for determining qualifications, DEFINITIONS
positive attributes and independence of a director;
“Act” means the Companies Act, 2013 and Rules
4) Recommend to the Board a policy, relating to the framed there under, as amended from time to time.
remuneration for the directors, key managerial
“Board” means Board of Directors of the CARE
personnel and other employees.
Ratings Limited.
“Directors” mean Directors appointed to the Board of c) A person should possess adequate
a Company. qualification, expertise and experience
for the position he / she is considered
“Executive Director” means a director who is in full
for appointment. The Committee has
time employment and involved in the day to day
discretion to decide whether qualification,
management of the company.
expertise and experience possessed by a
“Non- Executive Director” means a director who is person are sufficient / satisfactory for the
not in employment of the Company but is involved in concerned position.
policy making and planning exercises.
d) The Company shall not appoint or continue
“Independent Directors” means a director referred
the employment of any person as Executive
to in Section 149 (6) of the Companies Act, 2013 and
Director who has attained the age of
rules made thereunder and Regulation 16 (1) (b) of
seventy years. Provided that the term
SEBI (Listing Obligations and Disclosure Requirement)
of the person holding this position may
Regulations, 2015.
be extended beyond the age of seventy
“Key Managerial Personnel” means years with the approval of shareholders
• the Chief Executive Officer or the Managing by passing a special resolution based on
Director, or the Manager; the explanatory statement annexed to
the notice for such motion indicating the
• the Company Secretary; justification for extension of appointment
• the Whole-time director; beyond seventy years.
• the Chief Financial Officer; e) The Company shall not appoint or continue
• such other officer, not more than one level below the employment of any person as Non-
the directors who is in whole-time employment, Executive Director who has attained the
designated as key managerial personnel by the age of seventy-five years. Provided that the
Board; and term of the person holding this position may
be extended beyond the age of seventy-
• Such other officer as may be prescribed. five years with the approval of shareholders
“Senior Management Personnel” mean personnel by passing a special resolution based on
of the Company who are members of its core the explanatory statement annexed to
management team excluding Board of Directors the notice for such motion indicating the
comprising all members of management one level justification for extension of appointment
below the chief executive officer/managing director/ beyond seventy-five years.
whole time director/manager (including chief executive
2. Positive Attributes
officer/manager, in case they are not part of the board)
including the functional heads and shall specifically a) Excellent interpersonal, communication,
include company secretary and chief financial officer. leadership and representational skills;
Unless the context otherwise requires, words and b) Having continuous professional development
expressions used in this policy and not defined herein to refresh knowledge and skills;
but defined in the Companies Act, 2013 or SEBI (Listing
Obligations and Disclosure Requirements) Regulations, c) Commitment of high standard of ethics,
2015 as may be amended from time to time shall have personal integrity and probity;.
the meaning respectively assigned to them therein.
3. Independence of Director
A. POLICY FOR APPOINTMENT AND REMOVAL OF CARE is a professionally managed company. It
DIRECTOR, KMP AND SENIOR MANAGEMENT neither has identified promoter nor any nominee
1. Appointment Criteria and Qualifications director or any director holding any substantial
shareholding in the Company. In view of being
a) The Board of Directors of CARE to consist of professionally managed company, any person
eminent professionals from the disciplines of who fulfils the criteria of Independence as
banking, finance, accounts, economics, etc. prescribed under the Act and SEBI (Listing
Obligations and Disclosure Requirement)
b) The Nomination and Remuneration
Regulations, 2015, can be appointed as an
Committee shall identify and ascertain
Independent Director.
the integrity, qualification, expertise and
experience of the person for appointment 4. Evaluation of Performance
as Director, KMP or at Senior Management
The Committee shall recommend to the Board
level and recommend to the Board his / her
on appropriate performance criteria for the
appointment.
directors. It shall also carry out evaluation of
performance of every Director on the Board of
the Company.
To
The Members
CARE Ratings Limited
Godrej Coliseum, 4th Floor, Somaiya Hospital Road,
Off Eastern Express Highway, Sion East
Mumbai 400022.
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by CARE Ratings Limited (CIN: L67190MH1993PLC071691) (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 physically and electronically 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 and we hereby report
that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023
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 31st March, 2023 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 and the Regulations and Bye-laws framed thereunder;
(iv) The 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 and Guidelines 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
(Not Applicable to the Company during the Audit Period);
d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2021 (Not Applicable to the Company during the Audit 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;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to
the Company during the Audit Period);
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and
i. The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute
of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, standards etc.
We further report that the management of the Company has identified and confirmed the compliance of the Securities
and Exchange Board of India (Credit Rating Agencies) Regulations, 1999 specifically applicable to the Company.
Date of event Details of the specific events/ actions bearing on Company’s affairs pursuance of the above
referred laws, rules, regulations, guidelines etc.
The Nomination & Remuneration Committee of the Board has allotted during the audit period 58,264
(Fifty Eight thousand Two Hundred and sixty Four) Equity Shares of Rs 10/- each to the Eligible
Employees of the Company under the CARE Employee Stock Option Scheme 2020 on various dates.
19.12.2022 The Company has completed buyback of 4,199 (Four Thousand One Hundred and Ninety Nine) fully
paid-up equity shares of face value of Rs 10/- (Rupee Ten) each (“Equity Shares”), on a proportionate
basis, through the Tender Offer route through the Stock Exchange mechanism as prescribed under
the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, at a price of
Rs 515/- (Rupees Five Hundred and Fifteen Only) per Equity Share.
01.02.2023 The Hon’ble Madras High Court passed an order on February 1, 2023, in the applications filed by 63
Moons Technologies Ltd. against multiple respondents including the Company that the interim order
of injunction passed on June 24, 2020 directing all respondents in the applications not to transfer,
alienate, sell, dispose any of their assets will continue till the final disposal of the suit and in the
event, if the Company provides security of Rs 23.16 crores i.e. 10% of the total value of the suit claim
in Madras High Court, the injunction will stand vacated in so far as the Company is concerned. The
Company has filed appeals against the said order before the Division Bench of Madras High Court.
Note: This report is to be read with our letter of even date which is annexed as Annexure and forms an integral part
of this report.
Annexure-III
CRSPL is developing its expertise in Liferay DXC Portal At CareEdge, we recognised the importance of
to improve its digital and customer experience offerings. staying ahead of the curve in terms of technology
In the current fiscal year, CRSPL intends to improve its and innovation and we made significant investments
social and digital media presence and participate in in these areas to provide our customers with the best
domestic and select international events. CART is also possible experience. We also focused on creating more
planning to organise a CIO Roundtable conference for value for our people in sync with our belief that it is
business development. they who form the backbone of the organisation. Your
Company invested in their development and created a
In FY23, total revenue was Rs 9.89 crore. culture that prioritised collaboration and diversity.
“The greatest glory in living lies not in never Through our efforts, Your Company made a difference
in the lives of our stakeholders and further cemented
falling, but in rising every time we fall.” - Nel- the bond of trust between the stakeholders. As we
son Mandela move forward, Your Company remains committed to
Technologically Sound our brand philosophy and will continue to leverage our
Your Company made substantial technological changes knowledge and expertise to make a positive impact.
in FY23. Your Company has implemented Disaster
Recovery (DR) for business-critical applications and
“Be the change you wish to see in the world.”
to help analysts make superior decisions, we have - Mahatma Gandhi
implemented within the rating workflow system Developments on the Regulatory Front
financial system reading capabilities using AI and CareEdge Ratings has been actively engaging with the
ML. We are currently migrating our Finance ERP to regulators on various regulatory aspects. In FY23, SEBI
Oracle Fusion on the cloud, which would allow better issued various circulars including a firewall between
functionality and reporting. Credit Rating Agencies (CRAs) and their affiliates,
Your Company has also built a new website for the standardisation of industry classification and credit
Group -- rich with content and a user-friendly interface. ratings supported by credit enhancement. The RBI also
The subsidiary websites are being worked on and will issued a guidance note on bank loan credit enhanced
be rolled out soon. (CE) ratings and related FAQs during the year. This
apart, SEBI also issued an Operational Circular for CRAs
“Believe you can and you’re halfway there.” - in January 2023 superseding its earlier circulars. The
Theodore Roosevelt various measures initiated by the regulator(s) are aimed
at enhancing the standards of the credit rating industry.
For the People, Of the People
At CareEdge, our dedication to creating a thriving work CareEdge Ratings has put in place robust systems
environment and providing our employees with the and processes such that it is in compliance with all the
best opportunities is a driving force for our team. We regulatory requirements. Your company is committed
have consistently focused on attracting top-tier talent to maintaining the highest standards to ensure
across all levels of the organization, from executive regulatory compliance.
hires to mid-level and entry-level positions. In the fiscal
year 2023, we prioritized recognizing and rewarding
“Success is not final, failure is not fatal: It is
the hard work and dedication of our employees, as the courage to continue that counts.” - Win-
their contributions are integral to our success. ston Churchill
To cultivate a healthier workplace culture, we have Opportunities
implemented various initiatives, including regular social Despite major volatility in the global economy amid fears
events and informative webinars for our employees. Our of recession and the continuing war between Russia and
human resources policies undergo continuous updates to Ukraine, the Indian economy has been able to hold its
ensure alignment with industry best practices. As of March ground in the year gone by. Soaring inflation has been
31, 2023, we had a dedicated team of 517 employees and a pain point, but the quick thinking on RBI’s part to
we are committed to fostering a positive and supportive curb its rise and bring it under control has ensured that
work environment as we enter the fiscal year 2024. businesses and the economy as a whole do not suffer.
“The future depends on what you do today.” The Indian economy grew by 7.2% in FY23. While the
manufacturing sector faced challenges from high
- Mahatma Gandhi commodity prices, the rebound in the services sector
Brand Power: Stronger than Ever supported GDP growth in FY23. We project GDP
FY23 was the year for CareEdge’s rediscovery as a brand growth to moderate to around 6% in FY24 due to the
known for its stellar analytics and knowledge power. With a waning of domestic pent-up demand and weakness in
new vision and ambition, Your Company aimed to create an external demand.
immersive and engaging experience for our stakeholders. Threats
We leveraged our knowledge repository through regular
feedback and analysis to provide our customers with a The main threats to operations are identified and
more creative and meaningful experience. mitigation measures are put in place. Some of these
are elaborated below:
Our philosophy, rooted in our core pillars of Group
Impetus, People, Technology and Branding, guided Operational Risks
our efforts to enhance every touchpoint. We were Operational risks encompass people, process, fraud
committed to improving our digital presence, and technology risks. These have all been addressed
publications, knowledge partnerships, knowledge- by your company with appropriate measures.
sharing forums, media tractions, opinion pieces and
Mitigants
CSR initiatives, all of which were a testament to our
brand’s impact. All of these have yielded tangible • Talent is harnessed with continuous training for
results and continue to reap rewards. enhancing skills and creating a healthy environment for
everyone so that we attract and retain the right talent.
decrease in the demand for ratings. Implementation of protected against loss from unauthorised use or
the Internal Rating Based (IRB) approach by RBI may disposition and transactions are authorised, recorded
make rating non-mandatory by those banks for whom and reported correctly. The framework includes internal
the IRB approach is approved by RBI. controls over financial reporting, which ensures the
The new transformative agenda, which emphasises the integrity of the financial statements of the Company
Group approach, will help to mitigate to an extent any and reduces the possibility of fraud.
threat to the rating business. The Internal Audit and Criteria Team issues well-
documented operating procedures and authorisations
Governance and Oversight with adequate built-in controls. These are carried out at
In your Company’s Board of Directors, the majority the beginning of any activity and all through the process
are independent Directors who bring with them rich to keep track of any major changes. As part of the audits,
experience in finance, economics, regulatory affairs they also review the design of key processes, from the
and the insurance industry. This ensures the provision point of view of the adequacy of controls. The Company’s
of cutting-edge guidance to the management to take statutory auditors have audited the financial statements
some innovative decisions. and issued a report on your Company’s internal control
over financial reporting as defined in Section 143 of
Internal Control Systems and their Adequacy
the Companies Act, 2013 (the ‘Act’). The said report is
CARE Ratings has implemented an internal control annexed to the independent auditor’s report.
framework to ensure all assets are safeguarded and
Financial Performance
The table below gives salient features of the performance of CareEdge Group at the consolidated level.
(Rs in Crore)
For the year ended Growth
Details
March 31, 2023 March 31, 2022 (in %)
Revenue from operations 278.99 247.63 12.67%
Other income 37.94 27.19 39.52%
Total Income (A) 316.93 274.82 15.32%
Expenses
Employee costs 133.94 126.41 5.96%
Depreciation, amortization & impairment 16.24 7.92 105.00%
Finance costs 1.00 0.46 117.75%
Other costs 40.00 41.40 (3.38%)
Total Expenses (B) 191.18 176.19 8.51%
Profit Before Tax (A-B) 125.75 98.63 27.50%
Taxes 40.29 21.80 84.81%
Profit After Tax 85.46 76.83 11.24%
The table below gives some important ratios for the CareEdge Group of companies.
The Group’s Property, Plant, Equipment and Intangible assets at the end of the year were as follows.
(Rs in Crore)
Details March 31, 2023 March 31, 2022 Growth%
Property, plant, equipment etc 137.79 123.21 11.83%
Less accumulated depreciation 24.80 27.38 (9.43%)
Less Impairment on intangible assets 5.71 0.21 N.M.
Net Block 107.28 95.62 12.20%
Depreciation as % Total income 3.32% 2.80% 18.65%
Accumulated depreciation as % gross block 18.00% 22.22% (19.00%)
The Group’s investment and treasury position as of the end of the year and comparable figures for the previous
year are presented below.
(Rs in Crore)
Details As of As of Growth %
March 31, 2023 March 31, 2022
Non-Current Investments
Investments in Equity instruments (Unquoted) 24.93 24.93 -
Investment in Tax Free Bonds 18.98 19.07 (0.47%)
(A) Total 43.91 44.00 (0.20%)
Current Investments & Treasury
Investment in Mutual Funds & Bonds (Quoted) 30.06 - N.M.
Cash and Bank Balances 7.27 17.63 (58.78%)
Fixed Deposits 537.12 516.96 3.90%
(B) Total 574.45 534.59 7.46%
Grand Total (A) + (B) 618.36 578.59 6.87%
• Total investments for the group were higher at Rs 618.36 crore, of this Rs 537.12 crore were in fixed deposits, Rs
30.06 in liquid mutual funds and Rs 18.98 crore in tax free bonds.
The Group’s trade receivables are presented below:
(Rs in Crore)
Details At March 31, 2023 At March 31, 2022 Growth %
Ratings & other services (Net) 16.45 13.64 20.59%
Non-Ratings 5.07 3.00 68.85%
Total 21.52 16.64 29.32%
The table below gives salient features of the performance of CareEdge at the Standalone level.
(Rs in Crore)
For the year ended Growth
Details
March 31, 2023 March 31, 2022 (in %)
Revenue from operations 248.84 219.27 13.48%
Other income 37.10 28.36 30.83%
Total Income (A) 285.94 247.63 15.47%
Expenses
Employee costs 104.03 106.76 (2.56%)
Depreciation, amortization & impairment 13.77 6.99 97.04%
Finance costs 0.70 0.40 76.44%
Other costs 29.30 26.50 10.58%
Total Expenses (B) 147.80 140.65 5.09%
Profit Before Tax (A-B) 138.14 106.98 29.12%
Taxes 34.34 22.51 52.56%
Profit After Tax 103.80 84.47 22.88%
The table below gives some important ratios for the CareEdge Standalone level.
The Standalone Property, Plant, Equipment and Intangible assets at the end of the year were as follows.
(Rs in Crore)
Details March 31, 2023 March 31, 2022 Growth%
Property, plant, equipment etc 116.69 99.35 17.46%
Less accumulated depreciation 21.86 17.40 25.63%
Less Impairment on intangible assets 3.98 - N.M.
Net Block 90.85 81.95 10.86%
Depreciation as % Total income 2.82% 2.82% (0.19%)
Accumulated depreciation as % gross block 18.73% 17.52% 6.95%
• Net block of the Company increased by 10.86 % from Rs 81.95 crore to Rs 90.85 crore due to additions in FY23.
The Standalone investment and treasury position as of the end of the year and comparable figures for the previous
year are presented below.
(Rs in Crore)
As at As at
Details March 31, 2023 March 31, 2022 Growth %
Non-Current Investments
Investments in Equity instruments (Unquoted) 93.21 51.44 81.19%
Investment in Tax Free Bonds 18.98 19.07 (0.47%)
(A) Total 112.19 70.51 59.11%
Current Investments & Treasury
Investment in Mutual Funds & Bonds (Quoted) 30.06 - N.M.
Cash and Bank Balances 5.15 4.03 27.72%
Fixed Deposits 499.87 508.18 (1.64%)
(B) Total 535.08 512.21 4.46%
Grand Total (A) + (B) 647.27 582.72 11.08%
• Total investments of the Company were higher at Rs 647.27 crore, of this Rs 499.87 crore were in fixed deposits,
Rs 30.06 in liquid mutual funds and Rs 18.98 crore in tax free bonds.
Standalone trade receivables are presented below:
(Rs in Crore)
Details At March 31, 2023 At March 31, 2022 Growth %
Ratings & other services (Net) 16.32 13.61 19.97%
Non-Ratings - - -
Total 16.32 13.61 19.97%
Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of
the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key
Managerial Personnel (KMP) against the performance of the Company are as under:
Sr. Name of the Director/ KMP & Designation % increase/ (decrease) Ratio of Remuneration
No. in Remuneration in the of each Director/ to
financial year 2022-23 median remuneration
of employees
1. Mr. Najib Shah 26.92% 1.47:1
Non-Executive Independent Director
2. Mr. V. Chandrasekaran 58.33% 1.69:1
Non-Executive Independent Director
3. Mr. Adesh Kumar Gupta 27.59% 1.64:1
Non-Executive Independent Director
4. Ms. Sonal Gunvant Desai 10.34% 1.42:1
Non-Executive Independent Director
5. Dr. M Mathisekaran 35.00% 1.20:1
Non-Executive Independent Director
6. Mr. Ananth Narayan Gopalakrishnan (34.48%) 0.84:1
Non-Executive Independent Director
(upto September 5, 2022)
7. Ms. Shubhangi Soman NA NA
Non-Executive Non-Independent Director
(upto November 24, 2022)
8. Mr. Gurumoorthy Mahalingam NA NA
Non-Executive Independent Director
(w.e.f. November 21, 2022)
9. Mr. Sobhag Mal Jain NA NA
Non-Executive Non-Independent Director
(w.e.f. January 28, 2023)
10. Mr. Ajay Mahajan (87.37%) 10.38:1
Managing Director & CEO
(upto May 31, 2022)
11. Mr. Mehul Pandya 107.20%# 31.46:1
Managing Director & CEO
(w.e.f. July 29, 2022)
12. Ms. Nehal Shah * 10.78:1
Company Secretary & Compliance Officer
13 Mr. Jinesh Shah * 7.71:1
Chief Financial Officer
*Remuneration received in FY 2022-23 is not comparable with remuneration received in FY 2021-22 as it was for part of the year
and hence not stated
#
While calculating percentage increase, Remuneration from April 1, 2022 to March 31, 2023 is also considered he being KMP of
the Company
Please refer Corporate Governance Report for details of remuneration paid/ to be paid to the Directors for FY2022-23.
2) The percentage increase in the median remuneration of employees in the Financial Year 2022-23:
The median remuneration of employees of the Company during the financial year 2022-23 was Rs 11,25,012/-.
The percentage increase in the median remuneration of employees in the financial year is 27% compared to last
financial year 2021-22.
3) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration:
Average increase in remuneration for FY2023 over FY2022 was 9.92% for employees, excluding the KMP’s. In
comparison, the average increase in remuneration of KMP’s during the same period was 10.24%.
4) The number of permanent employees on the rolls of the Company:
As of March 31, 2023, there were 517 full time employees compared with 491 last year with around 81% of the staff
management professionally qualified in the areas of management, CA, CS, legal, economics, engineering etc.
holding professional or post graduate degrees.
5) Affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid is as per the Company’s Remuneration Policy for Directors, Key
Managerial Personnel and Senior Management.
III. Operations
16 Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
National Not Applicable 10* 10
International Not Applicable - -
* includes Registered Office Address as mentioned in Point no. 4 above.
17 Market Served by the entity:
a. Number of locations
Locations Number
National (No. of States) The Company currently operates with 10 branches across 7 states.
International The Company undertakes overseas operations through its subsidiary
(No. of Countries) companies in Mauritius and Nepal.
IV. Employees
18 Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
Male Female
Sl.No Particulars Total (A)
No.(B) % (B/A) No.(C) % (C/A)
Employees
1 Permanent (D) 517 314 61% 203 39%
2 Other than Permanent (E) 34 9 26% 25 74%
3 Total employees (D+E) 551 323 59% 228 41%
b. Differently abled Employees and workers:
Male Female
Sl.No Particulars Total (A)
No.(B) % (B/A) No.(C) % (C/A)
Differently Abled Employees
1 Permanent (D)
2 Other than Permanent (E)
Nil
Total differently abled
3
employees (D+E)
19 Participation/Inclusion/Representation of women:
No. and percentage of Females
Total (A)
No. (B) % (B / A)
Board of Directors* 8 1 13%
Key Management Personnel* 3 1 33%
* Includes the Managing Director & CEO
20 Turnover rate for permanent employees and workers
FY2022- 23 (Turnover FY2021 - 22 (Turnover FY2020 - 21 (Turnover rate in the
rate in current FY) rate in previous FY) year prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent Employees 31% 23% 28% 43% 41% 42% 22% 22% 22%
Permanent Workers NA* NA NA
* Not Applicable (“NA”)
22 (i) W
hether CSR is applicable as per section 135 of Companies Act, Yes
2013: (Yes/No)
(ii) Turnover (Rs in lakh.) 24,883.91
(iii) Net worth (Rs in lakh.) 69,486.17
Rights protection
59
Statements
60
4 Risk Manage- Risk Risk: Lack of robust controls across The Board of Directors of the Company has constituted a Risk Positive: Compliance
ment the risk management system may Management Committee (“RMC”) consisting of members of with relevant regulatory
lead to adverse impacts across the Board of the Company. The RMC has been entrusted with requirements pertaining
business operations. the responsibility to monitor and review the Risk Management to the rating domain
Plan for the Company. reflects the Company’s
commitment to
The composition of the Committee complies with Regulation
responsible business
21 of SEBI (Listing Obligations and Disclosure Requirements)
practices.
Regulations, 2015, and the detailed composition is provided
in the Corporate Governance Report forming part of Annual Negative: Non-
Report. The Company has a Risk Management framework to compliance with the
8 Details of the highest The Corporate Social Responsibility & Sustainability Committee along with the Board
authority responsible of the Company are responsible for the implementation and oversight of the Business
for implementation and Responsibility policy(ies)
oversight of the Business
Responsibility policy (ies).
9 Does the entity have The Board has authorized the Corporate Social Responsibility & Sustainability
a specified Committee Committee to review the ESG/Sustainability matters of the Company, including
of the Board/ Director initiatives and reporting sustainability performance and oversee the implementation
responsible for decision of business responsibility policies.
making on sustainability To aid the Board to discharge its responsibility effectively, the Committee represents
related issues? (Yes / No). the Board in defining the Company’s strategy relating to ESG matters and the
If yes, provide details. Committee meets at regular intervals to evaluate the environmental, social and
economic performance of the Company and continues to strengthen the efforts on
the sustainability-related issues.
e.
3 Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
NA NA
4 Does the entity have an anti-corruption or anti-bribery Yes, the Company has a Code of Conduct for
policy? If yes, provide details in brief and if available, Directors and Senior Management. Further, the
provide a web-link to the policy. Company has a Code of Conduct for Directors and
Employees of the Company. This Code of Conduct
is circulated to all the employees at the beginning of
the financial year and to the new employees at the
time of their induction. Each individual employee and
Director are required to confirm his/ her acceptance
of the Code of Conduct. Further, the Company
has a Whistle Blower Policy which establishes the
necessary mechanism for employees to report to
the management, concerns about unethical behavior
or actual or suspected fraud or violation of the
Company’s Code of Conduct or ethics policy. We
have “No Gift Policy” to demonstrate the Company’s
values and commitment to providing equal treatment
to all individuals or organizations that we deal with for
our business. The Company personnel are prohibited
from accepting gifts from clients, prospective clients,
business partners, vendors, any third parties, or
persons connected with any form of business dealings
with the Company. The Company has many channels
of communication, including grievance redressal
mechanisms, for stakeholders to communicate their
expectations and concerns.
5 Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY2022-23 FY2021-22
Directors
KMPs Nil Nil
Employees
6 Details of complaints with regard to conflict of interest:
FY2022-23 FY2021-22
Number Remarks Number Remarks
Number of complaints received
in relation to issues of Conflict of Nil Nil Nil Nil
Interest of the Directors
Number of complaints received
in relation to issues of Conflict of Nil Nil Nil Nil
Interest of the KMPs
7 Provide details of any corrective action taken or underway on issues related
to fines / penalties / action taken by regulators/ law enforcement agencies/ NA
judicial institutions, on cases of corruption and conflicts of interest.
Leadership Indicators
1 Awareness programmes conducted for value chain partners on any of the Principles during the financial year:
Total number of awareness Topics / principles covered % age of value chain partners covered (by
programmes held under the training value of business done with such partners)
under the awareness programmes
None NA NA
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1 Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made by the
entity, respectively
Segment Current Financial Year Previous Details of improvements in
Financial Year environmental and social impacts
R&D Given the nature of our operations, there is limited applicability of R&D and Capex
Capex in our operations.
a. Does the entity have procedures in place for sustainable Considering the business activities of the Company, this
sourcing? (Yes/No) question has limited applicability. As a rating agency,
b. If yes, what percentage of inputs were sourced our resource use is mainly limited to electricity, office
sustainably? supplies and communication or IT equipment. Despite
the limited scope, we ensure responsible sourcing of all
our office requirements.
2 Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end
of life, for
(a) Plastics (including packaging)
(b) E-waste Given the nature of the business, this point is not
(c) Hazardous waste applicable
(d) other waste.
3 Whether Extended Producer Responsibility (EPR) is
applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the Given the nature of the business, EPR is
Extended Producer Responsibility (EPR) plan not applicable to the Company
submitted to Pollution Control Boards? If not, provide
steps taken to address the same.
Leadership Indicators
1 Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for
manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format?
NIC Code Name of Product / % of total Turnover Boundary for Whether Results
Service contributed which the conducted by communicated
Life Cycle independent in public domain
Perspective / external agency (Yes/No) If
Assessment was (Yes/No) yes, provide
conducted the web-link.
NA
2 If there are any significant social or environmental concerns and/or risks arising from production or disposal
of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any
other means, briefly describe the same along-with action taken to mitigate the same.
Name of Product / Service Description of the risk / concern Action Taken
NA
3 Percentage of recycled or reused input material to total material (by value) used in production
(for manufacturing industry) or providing services (for service industry).
Indicate input material Recycled or re-used input material to total material
FY 2022-23 FY2021-22
Considering the nature of business and operations, this point is not applicable
4 Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused,
recycled and safely disposed, as per the following format:
FY2022-23
Plastics (including packaging) Given the nature of the business, the Company provides
rating services to its customers and does not manufacture
any products, hence this point is not applicable.
E-waste The Company is working on developing systems and
processes to safely dispose of e-waste.
Hazardous waste Given the nature of the business, the Company
provides rating services to its customers and does not
manufacture any products, hence Hazardous waste is
not applicable.
Other waste The Company safely disposes of other waste
(food & wet).
5 Reclaimed products and their packaging materials (as percentage of products sold) for each product category
Indicate product category Reclaimed products and their packaging materials as
% of total products sold in respective category
Given the nature of the business, this point is not applicable to the Company
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees,
including those in their value chains
Essential Indicators
1 a Details of measures for the well-being of employees:
Category % of employees covered by
Health AccidentMaternity Paternity Day Care
Total Insurance insurance benefits Benefits facilities
(A) Number Number Number Number Number
% (B/A) % (C/A) % (D/A) % (E/A) % (F/A)
(B) (C) (D) (E) (F)
Permanent employees
Male 314 314 100% 314 100% - - 314 100% - -
Female 203 203 100% 203 100% 203 100% - - - -
Total 517 517 100% 517 100% 203 100% 314 100% - -
Other than Permanent employees
Male 9 9 100% 9 100% - - 9 100% - -
Female 25 25 100% 25 100% 25 100% - - - -
Total 34 34 100% 34 100% 25 100% 9 100% - -
* The Company’s management has always been committed to the development journey of all employees. Various
pieces of training are conducted across the year. FY2021-22 has been an exception given the COVID situation
when most of the staff was working from home most of the year and balancing between work, families and health.
Given the situation, the training coverage has been low as compared to 2022-23.
9 Details of performance and career development reviews of employees and worker*:
Category FY2022-23 FY2021-22
Total (A) No.(B) % (B/A) Total (C) No.(D) % (D/C)
Employees
Male 314 280 89% 302 285 94%
Female 203 186 92% 189 176 93%
Total 517 466 90% 491 461 94%
* The performance review has been done for those employees who were eligible. All employees are not eligible
for the performance review as few of the employees joined mid-year.
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1 Describe the processes for identifying key stakeholder groups of the entity - As a leading ratings agency
focused on driving growth through the strong foundation of stakeholder relationships. The Company as a step
forward has conducted its first materiality assessment in 2023, which will help the Company in its journey of
ESG integration. The stakeholder groups are identified as part of the stakeholder engagement mechanism, built
on the principles of accountability and responsibility. The Company identified key stakeholder groups based on
those groups who are impacted as well as those who have a major influence on the business decisions. The key
internal and external stakeholder groups identified by the Company as part of the engagement mechanism are -
Investors/shareholders, regulators, suppliers/vendors, Non- Governmental Organizations (NGOs), Communities,
Customers, Employees, Industry Associations and Clients.
2 List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group
Whether Frequency of
Channels of communication Purpose and scope of
identified as engagement
(Email, SMS, Newspaper, engagement including
Stakeholder Vulnerable & (Annually/ Half
Pamphlets, Advertisement, key topics and concerns
Group Marginalized yearly/ Quarterly
Community Meetings, Notice raised during such
Group / others – please
Board, Website), Other engagement
(Yes/No) specify)
1 Shareholders & No Annual General Meeting, email Annual, Periodic Quarterly and annual
Investors communique, Stock Exchange financial results,
(SE) intimations, investor/ Company performance
analysts meet/ conference calls, and updates, corporate
annual reports, quarterly results, governance
Press releases and Company
website
2 Employees No Senior leaders’ communication, Ongoing Job satisfaction, Fair
performance appraisal review, pay, performance
wellness initiatives, engagement remuneration, Training
survey, email, intranet, websites, and Development
poster campaigns, circulars, initiatives that support
a quarterly publication and career growth, Safe
newsletters and healthy working
conditions, Non-
discrimination on the
basis of color, gender,
race, sexual orientation, or
caste, Prompt grievance
redressal mechanisms
3 Customers No Website, complaints Ongoing All client information is
management, helpdesk, driven through CRM which
conferences, customer has been implemented
surveys, face-to-face meetings, across our offices and
Email, Customer feedback, functions. We make use
advertisement, newspapers of business intelligence
and other digital platforms, tools to provide efficient
customer helpline customer service and
personalized business
reports.
4 Industry No Newsletters, websites, emails, Monthly or Industry standards
Associations webinars as deemed
necessary by
either party
5 Regulators/ No Emails, regular meetings with Periodic Data security,
Legislators Regulators, Regulatory filling, regulatory updates
correspondence & meetings
6 Communities Yes Community service events, Ongoing Access to education,
surveys, emails, service employee engagement
campaigns, website
2 Details of minimum wages paid to employees and workers, in the following format:
FY2022-23 FY2021-22
Equal to More than Equal to More than
Category Total Minimum Wage minimum Wage Total Minimum Wage minimum Wage
(A) No. % No. % (D) No. % No. %
(B) (B/A) (C) (C/A) (E) (E/D) (F) (F/D)
Employees
Permanent
Male 314 0 0 314 100% 302 0 0 302 100%
Female 203 0 0 203 100% 189 0 0 189 100%
Other than permanent
Male 9 0 0 9 100% 11 0 0 11 100%
Female 25 0 0 25 100% 22 0 0 22 100%
Leadership Indicators
1 Details of a business process being modified The Company is of the belief that it has upheld the basic
/ introduced as a result of addressing human principles of human rights in all its dealings. The Company
rights grievances/complaints. regularly sensitizes its employees on the Code of Conduct
through various training programs. Training on POSH & Code
of Conduct is mandatory for all new employees as a part of
their induction process.
2 Details of the scope and coverage of any
NA
Human rights due-diligence conducted.
3 Is the premise/office of the entity accessible Yes, all the offices of the Company are located on commercial
to differently abled visitors, as per the premises and have elevators and infrastructure for differently-
requirements of the Rights of Persons with abled visitors.
Disabilities Act, 2016?
4 Details on assessment of value chain partners:
% of value chain partners (by value of business done with such
partners) that were assessed
Sexual Harassment
Discrimination at workplace
No assessment has been done, however, the Company
Child Labour expects its value chain partners to adhere to the same values,
Forced Labour/Involuntary Labour principles and business ethics upheld by the Company in all
their dealings.
Wages
Others – please specify
5 Provide details of any corrective actions
taken or underway to address significant risks
NA
/ concerns arising from the assessments at
Question 4 above.
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1 Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter FY2022-23 FY2021-22
Total electricity consumption (A) (GJ) 5382.26 3501
Total fuel consumption (B) (GJ) 90.30 51.77
Energy consumption through other sources (C) NA NA
Total energy consumption (A+B+C) (GJ) 5473 3553
Energy intensity per rupee of turnover
2.19* 1.62
(Total energy consumption/ turnover in rupees) (Turnover in millions)
* The Company commenced its complete operations from Work-From-Office setup w.e.f April 1, 2022
Note: Indicate if any independent assessment/ evaluation/assurance has been No external
carried out by an external agency? (Y/N) If yes, name of the external agency assessment has
been done
2 Does the entity have any sites / facilities identified as designated consumers (DCs)
under the Performance, Achieve and Trade (PAT) Scheme of the Government of India?
NA
(Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In
case targets have not been achieved, provide the remedial action taken, if any.
3 Provide details of the following disclosures related to water, in the following format:
Parameter FY2022-23 FY2021-22
Water withdrawal by source (in kilolitres)
(i) Surface water NA NA
(ii) Groundwater NA NA
(iii) Third party water (tanker)* - -
(iv) Seawater / desalinated water NA NA
(v) Water from municipal corporation* - -
(vi) Water Bottles / Aquaguard (Ltr X number of bottle) (KL)** 224.22 62.79
Total volume of water withdrawal (in KL) (i + ii + iii + iv + v) NA NA
Total volume of water consumption (in KL) 224.22 62.79
Water intensity per rupee of turnover (Water consumed / turnover)
0.09 0.02
(turnover in millions)
* Currently water charges are covered as part of overall maintenance and we do not track them separately
** The Company commenced its complete operations from Work-From-Office setup w.e.f April 1, 2022
Note: Indicate if any independent assessment/ evaluation/assurance has been carried No independent
out by an external agency? (Y/N) If yes, name of the external agency assessment has
been done
4 Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide
NA
details of its coverage and implementation.
5 Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter FY2022-23 FY2021-22
NOx
Sox
Particulate matter (PM) We do not have any DG supply on a regular
basis. In some of the premises, the DG set
Persistent organic pollutants (POP)
is used for a few hours for which we don’t
Volatile organic compounds (VOC) measure the above-mentioned parameters.
Hazardous air pollutants (HAP)
Others – please specify
Note: Indicate if any independent assessment/ evaluation/
assurance has been carried out by an external agency? NA
(Y/N) If yes, name of the external agency
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration
(ii) Landfilling (In MT)
Nil
(iii) Other disposal operations
Total
*Please refer section “Update on Certain Matters” in Director’s Report for more details.
Note: Indicate if any independent assessment/
evaluation/assurance has been carried out by
No external assessment has been done
an external agency? (Y/N) If yes, name of the
external agency
9 Briefly describe the waste management practices
adopted in your establishments. Describe the
Given the nature of the business, the Company does
strategy adopted by your company to reduce
not have any recyclable waste. The only waste is the
usage of hazardous and toxic chemicals in your
regular disposal of garbage.
products and processes and the practices adopted
to manage such wastes
10 If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)
where environmental approvals / clearances are required, please specify details in the following format:
Whether the conditions of
environmental approval /
Location of
Type of clearance are being complied
Sl.No operations/
operations with? (Y/N) If no, the reasons
offices
thereof and corrective action
taken, if any
NA
11 Details of environmental impact assessments of projects undertaken by the entity based on applicable
laws, in the current financial year:
Whether Results
conducted by communicated
EIA Notification Relevant
Name and brief details of project Date independent in public
No. Web link
external agency domain
(Yes / No) (Yes / No)
NA
12 Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment Protection
Act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
Specify the law
Provide Any fines / penalties / action taken by Corrective
/ regulation /
Sl.No details of the regulatory agencies such as pollution action taken,
guidelines which was
noncompliance control boards or by courts if any
not complied with
The Company is compliant with all environmental laws.
4 Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Parameter FY2022-23
Directly sourced from MSMEs/ small producers
NA
Sourced directly from within the district and neighbouring districts
Leadership Indicators
1 Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
NA
2 Provide the following information on CSR projects undertaken by your entity in designated aspirational
districts as identified by government bodies:
Sl.No State Aspirational District Amount spent (In Rs)
1 Tamilnadu Viruddhanagar 20,87,000
3 (a) Do you have a preferential procurement policy where you
give preference to purchase from suppliers comprising No, the Company does not have preferential
marginalized /vulnerable groups? (Yes/No) procurement policy focusing on suppliers
from marginalized/ vulnerable groups.
(b) From which marginalized /vulnerable groups do
The Company believes in an equal and
you procure?
fair opportunity for all vendors including
(c) What percentage of total procurement (by value) marginalized/vulnerable employees.
does it constitute?
4 Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity
(in the current financial year), based on traditional knowledge:
Sl.No Intellectual Property based Owned/ Acquired Benefit shared Basis of calculating
on traditional knowledge (Yes/No) (Yes / No) benefit share
NA
5 Details of corrective actions taken or underway, based on any adverse order in intellectual property related
disputes wherein usage of traditional knowledge is involved.
5 Does the entity have a framework/ policy Yes, A Privacy Policy has been implemented which provides
on cyber security and risks related to support and management direction and documents how
data privacy? (Yes/No) If available, provide Information Security is managed throughout the Company. It
a web-link of the policy. outlines the appropriate measures through which the Company
will facilitate the secure and reliable flow of information, both
within the Company and externally. The policy sets out the
principles and an overarching framework for Information Security.
It also details the supporting policies and guidelines, which will
address the aspects of security. The link to access the policy is -
https://www.careratings.com/privacy_policy
6 Provide details of any corrective actions No, the company has not received any case filed against the
taken or underway on issues relating to company for cyber security and data privacy of customers,
advertising and delivery of essential services; irresponsible advertising and/or anti-competitive behavior
cyber security and data privacy of customers; during the current financial year and pending as of the end of the
re-occurrence of instances of product financial year
recalls; penalty / action taken by regulatory
authorities on safety of products / services
Leadership Indicators
1 Channels / Platforms where information on The company displays all the information on products and services
products and services of the entity can be at https://www.careratings.com
accessed (provide web link, if available).
2 Steps taken to inform and educate NA
consumers about safe and responsible
usage of products and/or services.
3 Mechanisms in place to inform consumers Na
of any risk of disruption/discontinuation of
essential services
4 Does the entity display product information The Company complies with all disclosure requirements for its
on the product over and above what is product and services and the website https://www.careratings.com
mandated as per local laws? (Yes/No/Not is a reservoir of such information and knowledge. The criteria and
Applicable) If yes, provide details in brief. methodology used to assign ratings are available on the website in
Did your entity carry out any survey with great detail for various support. Each press release also specifies an
regard to consumer satisfaction relating to applicable list of criteria for rating. The rationale provided explains
the major products / services of the entity, the reason for the rating. All changes in ratings are clearly spelled
significant locations of operation of the out in the relevant section. Yes, the company seeks feedback
entity or the entity as a whole? (Yes/No) from its clients on a regular basis. Detailed surveys are carried
out periodically in this context so that it provides inputs to the
management to focus on areas where improvement is required.
5 Provide the following information relating to data breaches:
a. Number of instances of data breaches along-with impact Nil
b. Percentage of data breaches involving personally identifiable information of customers Nil
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/associate companies/joint ventures
Sd/- Sd/-
Jinesh Shah Nehal Shah
Chief Financial Officer Company Secretary
M. No.-117833 M. No.- A18077
Date: May 11, 2023 Date: May 11, 2023
Place: Mumbai Place: Mumbai
Director (here Committees mean Audit Committee appointment as an Independent Director on the
and Stakeholders’ Relationship Committee only) Board. The Board considers the recommendations
as required under Regulation 26 of the Listing of the Nomination and Remuneration Committee
Regulations. Further, none of the Non-Executive and takes appropriate decision.
Independent Directors serve as an Independent
The Board confirms that the Independent Directors
Director in more than Seven (7) listed entities and
fulfill all the conditions specified in Section
the Managing Director is not Independent Director
149 of the Act and Regulation 16(1)(b) of the
in more than Three (3) listed entities as required
Listing Regulations and are Independent of the
under Regulation 17A of the Listing Regulations.
management of the Company. In terms of Regulation
None of the Directors hold office in more than 25(8) of the Listing Regulations, the Independent
Twenty (20) companies and in more than Ten (10) Directors have confirmed that they are not aware of
public companies as prescribed under Section any circumstance or situation which exists or may
165 of the Act. Necessary disclosures regarding reasonably anticipated that could impair or impact
Committee positions in other public companies as their ability to discharge their duties.
on March 31, 2023 have been made by the Directors.
Pursuant to a notification dated October 22,
Considering the requirement of skill sets on the 2019 issued by the Ministry of Corporate Affairs,
Board, eminent people having an independent all Independent Directors have completed the
standing in their respective field are considered by registration with the Independent Directors databank.
the Nomination and Remuneration Committee, for
* Mr. V. Chandrasekaran was redesignated as Non-Executive Independent Director from Non-Executive Non-Independent
Director w.e.f. December 7, 2022
** Mr. Gurumoorthy Mahalingam was appointed as a Non-Executive Independent Director on the Board w.e.f. November 21, 2022
$ Mr. Mehul Pandya was appointed as an Interim CEO w.e.f. June 1, 2022 and was later appointed as a Managing Director and
CEO w.e.f. July 29, 2022
Note: T
he Company does not have any promoter Director or Nominee Director.
1.2. Familiarization program for Independent Directors The familiarization programme for Independent
Directors is disclosed on the Company’s website
The Company has conducted the familiarization
and the same may be accessed at the link https://
program for Independent Directors during the
w w w. c a r e r a t i n g s . c o m / U p l o a d s /n e w s f i l e s /
year. The Program aims to provide insights into the
FinancialReports/1688361211_Familiarisation%20
Company to enable the Independent Directors to
Programme%20for%20Non-Executive%20and%20
understand its business in depth, to acclimatize them
Independent%20Directors.pdf
with the processes, businesses and functionaries of
the Company and to assist them in performing their
role as Independent Directors of the Company.
Name of the No. of Board No. of AGM held Number of Number of Committee Directorship in other listed entity (Category of
Director meetings meetings on September Directorships positions held in Audit/ Directorship)
held during attended 26, 2022# in other Stakeholders` Relationship
the tenure of Companies Committee in other Public
the director Companies
Public Private Chairman Member
Mr. Najib Shah 10 10 Yes - 2 - - -
Mr. V. 10 9 Yes 6 1 5 7 • Tamilnadu Newsprint and Papers Limited-
Chandrasekaran Non-Executive Independent Director
Independent Director
Corporate
Mahalingam## Limited-Director
Statutory
89
Statements
90
Name of the No. of Board No. of AGM held Number of Number of Committee Directorship in other listed entity (Category of
Director meetings meetings on September Directorships positions held in Audit/ Directorship)
held during attended 26, 2022# in other Stakeholders` Relationship
the tenure of Companies Committee in other Public
the director Companies
Public Private Chairman Member
^ Mr. Sobhag Mal Jain was appointed as an Additional Director under the category Non-Executive Non-Independent Director at the Board meeting held on January 28, 2023. His
appointment was further approved by the Members of the Company passed through Postal Ballot on April 15, 2023, the results of which was declared on April 17, 2023.
* Mr. Ananth Narayan Gopalakrishnan resigned as Non-Executive Independent Director effective from the close of business hours on September 5, 2022.
** Ms. Shubhangi Soman resigned as Non-Executive Non-Independent Director effective from the close of business hours on November 24, 2022.
*** Mr. Ajay Mahajan resigned as Managing Director and CEO effective from the close of business hours on May 31, 2022.
$
Mr. Mehul Pandya was appointed as Managing Director and CEO at the Board Meeting held on July 29, 2022 for a term of 5 years. His appointment was further approved by the
Members at the Annual General Meeting held on September 26, 2022.
Corporate Statutory Financial
Overview Reports Statements
As on March 31, 2023, the Board confirms that in the iii. Leadership and Board Experience -
opinion of the Board, the Independent Directors fulfil Leadership skill includes ability to
the conditions specified by Listing Regulations and are appropriately represent the Company, set
independent of management. appropriate Board and organization culture
and take decisions in the interest of the
1.6. Post - meeting follow - up systems Company. Board experience in terms of being
The Governance system in the Company includes director on the Board of other companies.
an effective post - meeting follow-up, review and iv. Risk Management - Ability to identify key
reporting process for action taken/pending on risks for the business in a wide range of
decisions of the Board and its Committees. The areas including providing guidance for
same are tracked till their closure and an ‘Action mitigating the same.
Taken Report’ is placed before each Board and
Committee meeting for noting. v. Global Business Perspective - Has
exposure to global business practices or
1.7. Board Support deep understanding of diverse business
The Company Secretary of the Company attends environments, economic conditions,
all the meetings of the Board and its Committees cultures and broad perspective on global
and advises / assures the Board and Committees market opportunities etc.
on compliance and governance principles. vi. Technology - Has expertise with respect
to business specific technologies. Has
1.8. Relationships between directors inter-se
experience and adds perspective on
None of the Directors of the Company or Key the future ready skills required by the
Managerial Personnels (KMP) of the Company are organization such as E-Commerce, Digital
related inter-se. and Sustainability etc.
1.9. Code of Conduct (Code of Ethics) for Director and vii. Business Strategy - Is or has been the
Senior Management Chief Executive Officer or held any other
leadership position in an organization
The Board had laid down Code of Conduct for all leading to significant experience in
Directors of the Board and the Senior Management strategy or business management. Brings
of your Company. The same has been posted on the the ability to identify and assess strategic
website of the Company i.e. www.careedge.in opportunities and threats in the context of
All the Directors of the Board and the Senior the business.
Management Personnels of your Company have
viii. Industry and Market Expertise - In case of
confirmed their compliance with the Code of
Industry expertise, the person has expertise
Conduct for the year ended March 31, 2023. A
with respect to the sector the organization
declaration to this effect, signed by the Managing
operates in. Has an understanding of the ‘big
Director & CEO forms part of this Report.
picture’ in the given industry and recognizes
(A) Board Skills, Capabilities and Experiences the development of industry segments,
trends, emerging issues and opportunities.
The Company recognizes the importance
of having a board comprising directors who In case of Market expertise, the person has
have a range of experiences, capabilities and expertise with respect to the geography, the
diverse points of view. This helps the Company organization operates in. Understands the
to create an effective and well-rounded board. macro-economic environment, the nuances
The capabilities and experiences sought in the of the business, consumers and trade in the
directors are outlined here: geography and has the knowledge of the
regulations & legislations of the market/(s)
i. Taxation - Expertise in understanding
the business operates in.
various taxation laws and application of the
same in the context of the business. ix. Governance - Has an understanding of
the law and application of corporate
ii. Finance & Investments - Expertise in
governance principles in a commercial
understanding and management of complex
enterprise of similar scale.
financial functions and processes, deep
knowledge of investments, finance and x. People and Talent Understanding - Has
treasury for financial health of the Company. experience in human resource management
such that they bring in a considered
approach to the effective management of
people in an organization.
(C) None of the Directors of the Company resigned Composition of Audit Committee:
from the Board in lieu of prioritizing the Limits
prescribed for the directors to hold the number Name of the Director Position held
of directorships in companies. Mr. Adesh Kumar Gupta Chairman
Mr. Adesh Kumar Gupta, Chairman of Audit 7. Reviewing, with the management, the
Committee attended the Annual General Meeting of statement of uses/ application of funds
the Company which was held on September 26, 2022. raised through an issue (public issue,
rights issue, preferential issue, etc.), the
(B) Terms of reference
statement of funds utilized for purposes
The terms of reference of the Audit Committee other than those stated in the offer
approved by the Board as per the provisions of document/ prospectus/ notice and the
Section 177 of Act and Regulation 18 read with report submitted by the monitoring
Part C of Schedule II of the Listing Regulations agency, monitoring the utilisation of
are as follows: proceeds of a public or rights issue and
making appropriate recommendations to
1. Oversight of the Company’s financial the Board to take up steps in this matter;
reporting process and the disclosure of
its financial information to ensure that 8. Review and monitor the auditor’s
the financial statement is correct, sufficient independence and performance and
and credible; effectiveness of audit process;
• Disclosure of any related party 18. To look into the reasons for substantial
transactions. defaults in the payment to the depositors,
debenture holders, shareholders (in case
• modified opinion(s) in the draft audit of non-payment of declared dividends)
report, if any. and creditors;
6. Reviewing, with the management, the 19. To review the functioning of the Whistle
quarterly financial statements / results of Blower mechanism and prevention of
all the group entities before submission to Sexual Harassment mechanism;
the board for approval;
a) use the services of an external agencies, (C) Meetings & attendance of the Nomination and
if required; Remuneration Committee
b) consider candidates from a wide range The Committee met Five (5) times during
of backgrounds, having due regard to the financial year 2022-23 on May 20, 2022,
diversity; and July 20, 2022, August 16, 2022, September 20, 2022
and December 6, 2022.
c) consider the time commitments of the
candidates.; Details of attendance
* Mr. Ajay Mahajan (DIN-05108777) resigned as Managing Director and CEO effective from the close of business hours on
May 31, 2022.
** Mr. Mehul Pandya (DIN-07613202) was appointed as Managing Director and CEO with effect from July 29, 2022.
(E) Directors with materially significant related transfer of securities, non-receipt of dividend,
party transactions, pecuniary or business notice, annual reports and all other securities
relationship or transaction with the Company: related matters.
Except for drawing remuneration in case of Name of the Director Position held
Executive Director and Sitting Fees in case of
Non-Executive Directors, none of the Directors Dr. M. Mathisekaran Chairman
have any other materially significant related Mr. Ananth Narayan Member
party transactions, pecuniary relationship or Gopalakrishnan*
transaction with the Company. Mr. Ajay Mahajan* Member
(F) Details of the shareholding of Non-executive Ms. Shubhangi Soman$^^ Member
Directors:
Mr. Najib Shah $
Member
None of the Non-Executive Directors hold any Mr. Mehul Pandya^ Member
shares in the Company.
Mr. Sobhag Mal Jain^^^ Member
(G) Performance Evaluation of Independent
*ceased to be a member of the Committee with effect
Directors:
from May 28, 2022
The Performance Evaluation of Independent $
inducted as a member of the Committee with effect
Directors was done by the entire Board
from May 28, 2022
of Directors excluding the Director being
evaluated. The evaluation questionnaire in ^ inducted as a member of the Committee with effect
respect of each Independent Director was filled from November 8, 2022
up by the Directors. The Independent Directors
^^ceased to be a member of the Committee with
were evaluated on the basis of criteria such as
effect from November 24, 2022
skills, knowledge, discharge of duties, level of
participation in the meetings etc. The results of ^^^ inducted as a member of the Committee with
such evaluation are presented to the NRC and effect from March 16, 2023
Board of Directors.
Ms. Nehal Shah, Company Secretary of your
2.3. Stakeholders Relationship Committee Company is the Secretary to the Stakeholders’
Relationship Committee and acts as the
(A) Composition of Stakeholders Relationship
Compliance Officer of the Company.
Committee
(B) Terms of Reference
The Stakeholders Relationship Committee of
the Company was constituted by the Board 1) To review the redressal of Investors’
in compliance of the provisions of Section complaints like transfer / transmission of
178 of the Act read with Regulation 20 of the shares, non-receipt of annual report and
Listing Regulations to look into the redressal non-receipt of declared dividend, delays
of shareholders’/investors’ complaints, such as in transfer of shares, dematerialisation /
rematerialisation of shares etc.
2) Ensure that appropriate methodology, (C) Meetings & attendance of the Risk Management
processes and systems are in place to Committee
monitor and evaluate risks associated with
the business of the Company; The Committee met Twice (2) during the
financial year 2022-23 on June 30, 2022 and
3) Monitor and oversee implementation of December 20, 2022.
the risk management policy, including
evaluating the adequacy of risk Details of attendance
management systems; Name of Directors No. of No. of
Meetings Meetings
4) Periodically review the risk management
held attended
policy, at least once in two years, including
by considering the changing industry Mr. Ananth Narayan 1 1
dynamics and evolving complexity; Gopalakrishnan
Dr. M. Mathisekaran 2 2
Further, it shall periodically review and
evaluate the Company’s policies and Mr. V. Chandrasekaran 2 2
practices with respect to risk assessment Mr. Mehul Pandya 1 1
and risk management and annually present
to the full board a report summarising 2.6 Rating Sub-Committee
the committee’s review of the Company’s (A) Composition of Rating Sub-Committee
methods for identifying, managing and
reporting risks and risk management Securities & Exchange Board of India (“SEBI”),
deficiencies. with a view to enhance the governance norms
for Credit Rating Agencies (“CRAs”) had
5) Keep the board of directors informed about recommended constitution of a committee of
the nature and content of its discussions, the Board of Directors of the CRA titled Rating
recommendations and actions to be taken; Sub-committee (“RSC”).
6) The appointment, removal and terms of The purpose of this sub-committee is to ensure
remuneration of the Chief Risk Officer (if independence of the rating function. The Chief
any) shall be subject to review by the Risk Rating Officer of CARE Ratings (who presides
Management Committee. over the entire rating analytical function) reports
to RSC. This committee is responsible for
7) The Risk Management Committee may form approving the operating guidelines and policies
and delegate authority to subcommittees for rating including the rating code of conduct,
when appropriate. It shall coordinate its policy on management of conflict of interest, etc.
activities with other committees, in instances
where there is any overlap with activities of Apart from this, the RSC also reviews the
such committees, as per the framework laid compliance status with respect to SEBI CRA
down by the board of directors. Regulations, IOSCO Code of Conduct, internal
audit of rating operations and steps taken
8) The Risk Management Committee shall by the Company to continuously improve its
make regular reports to the Board, rating processes.
including with respect to risk management
and minimization procedures. The RSC has over the last 2 years provided
valuable inputs to strengthen the rating
9) The Risk Management Committee shall process as well as the analytical capabilities.
review and reassess the adequacy of this Under their guidance, the rating performance
Charter periodically and recommend any as measured by Default and Transition statistics
proposed changes to the Board for approval. has improved significantly.
10) The Risk Management Committee shall Composition of Rating Sub-Committee:
have access to any internal information
necessary to fulfill its oversight role. Name of the Director Position held
The Risk Management Committee shall Mr. Ananth Narayan Chairperson (upto
also have authority to obtain advice and Gopalakrishnan$ September 5, 2022)
assistance from internal or external legal,
accounting or other advisors and Mr. Adesh Kumar Gupta Member
Mr. Najib Shah Member
11) The role and responsibilities of the Risk
Management Committee shall include Mr. V. Chandrasekaran* Member
such other items as may be prescribed by Mr. Gurumoorthy Member
applicable law or the Board in compliance Mahalingam# (re-designated
with applicable law, from time to time. as a Chairman with
effect from January
28, 2023)
iv. Policy for dealing with Conflict of 2) The Rating Sub-Committee shall not certify,
Interest in investment / trading by clear and approve any ratings/rating
CARE, Access Persons and other decisions. This will remain the responsibility
of the rating committees.
v. Employees
3) The Ratings Sub-Committee shall have
vi. Whistle- blower policy for ratings authority to investigate into any matter
in relation to the items specified in sub-
b) Review the following
section 1 (b) (vii) or referred to it by the
• Compliance Status of IOSCO Code Board and for this purpose shall have power
of Conduct to obtain professional advice from external
sources and have full access to information
• Internal Audit reports on contained in the records of the company.
o Semi-annual SEBI mandated 4) The Ratings Sub-Committee shall
Audit (which incorporates recommend the appointment of the Chief
Compliance Officer’s Rating Officer to the NRC/Board.
observation) for the comments
of Board 5) The Chief Rating Officer will have the
responsibilities as per the Charter of this
o Any other audit conducted on Committee.
the Ratings business
6) The minutes of the Committee shall be
• Report on Chairperson’s review of placed before the Board.
Rating Committee decisions
(C) Meetings & attendance of the Rating
• Report on breaches, complaints Sub-Committee
(including SCORES) and incidents
The Committee met Five (5) times during
• Report on compliance with CRA the financial year 2022-23 on May 13, 2022,
regulations July 12, 2022, November 7, 2022, January 24, 2023
and February 9, 2023.
• Report on findings of SEBI
inspection and action taken report Details of attendance
2.7. Independent Directors Meeting (C) Meetings & attendance of the Technology
Committee
As on March 31, 2023, the Company had Six
(6) Independent Directors i.e. Mr. Najib Shah, During the financial year 2022-23, the Committee
Mr. V. Chandrasekaran, Mr. Adesh Kumar Gupta, met Once (1) i.e. on February 15, 2023.
Ms. Sonal Gunvant Desai, Dr. M. Mathisekaran and
Mr. Gurumoorthy Mahalingam on its Board. Details of attendance
Regulation 25(3) of the Listing Regulations and Name of Directors No. of No. of
Section 149(8) read with Schedule IV of the Act Meetings Meetings
and the rules made thereunder mandate that the held attended
Independent Directors of the Company shall hold Mr. Najib Shah 1 1
atleast one meeting in a year, without the presence
Mr. Adesh Kumar Gupta 1 1
of non-independent directors and members of
the Management. Mr. G. Mahalingam 1 1
Accordingly, during the financial year 2022-23, one 2.9 Strategy and Investment Committee
meeting of the Independent Directors was held In view of pursuing a growth path, your Company
on March 28, 2023. The meeting was attended by has formed a Strategy and Investment Committee
Mr. Najib Shah, Mr. V. Chandrasekaran, Mr. Adesh on April 15, 2021. The Committee was formed for
Kumar Gupta, Ms. Sonal Gunvant Desai, Dr. M evaluating the strategic and investment decisions.
Mathisekaran and Mr. Gurumoorthy Mahalingam
without the attendance of non-independent directors Composition of Strategy and Investment
and members of the management. The meeting was Committee:
conducted to enable the Independent Directors to
discuss matters pertaining to the Company’s affairs Name of the Director Position held
and determine their combined views to be put forth Mr. V. Chandrasekaran Chairman
to the Board of Directors of the Company. Mr. Adesh Kumar Gupta Member
2.8 Technology Committee Mr. Ananth Narayan Member
Gopalakrishnan$
(A) Composition of Technology Committee
Ms. Shubhangi Soman*# Member
The Board at its meeting held on
January 28, 2023 had constituted Technology * inducted as a member of the Committee with effect
Committee for monitoring the progress of IT from April 26, 2022
projects and approval of cost of projects. #
ceased to be a member of the Committee with effect
from November 24, 2022
Composition of Technology Committee:
$
ceased to be a member of the Committee with effect
Name of the Director Position held from September 5, 2022
Mr. Najib Shah Chairman During the year under review, the Committee met
Mr. Adesh Kumar Gupta Member Twice (2) i.e. on May 20, 2022 and July 20, 2022.
Mr. Gurumoorthy Member
Details of attendance
Mahalingam
Name of Directors No. of No. of
(B) Terms of Reference Meetings Meetings
a) To provide an oversight on critical IT held attended
projects / initiatives; Mr. V. Chandrasekaran 2 2
Date of the Notice Date of Declaration Resolutions passed through Postal Ballot Type of
of Result Resolution
July 26, 2022 September 2, 2022 Approval for Buy-back of Equity Shares of the Special Resolution
Company
December 7, 2022 January 23, 2023 Approval for payment of remuneration by way of Ordinary
commission to Non-Executive Directors including Resolution
Independent Directors of the Company
Amendments to CARE Employee Stock Option Special Resolution
Scheme 2020
Grant of employee stock options under the Special Resolution
CARE Employee Stock Option Scheme 2020
to employees of subsidiary companies, group
companies, holding companies and associate
companies as applicable
Appointment of Mr. G. Mahalingam Special Resolution
(DIN: 09660723) as a Non-Executive
Independent Director of the Company
Re-designation of Mr. V. Chandrasekaran Special Resolution
(DIN:03126243) as a Non-Executive
Independent Director of the Company
January 28, 2023 April 17, 2023 Appointment of Mr. Sobhag Mal Jain Ordinary
(DIN:08770020) as a Non-Executive Resolution
Non-Independent Director of the Company
Person who conducted the Postal Ballot exercise For this purpose, the Company had engaged the
i.e. Scrutinizer of Postal Ballot: services of National Securities Depository Limited
and the Company also publishes a notice in the
Mr. Ashish Kumar Jain, Proprietor of A. K. Jain &
newspaper declaring the details and requirements
Co., Practicing Company Secretary, was appointed
as mandated by the Act and applicable rules. Voting
as the Scrutinizer for carrying out all the aforesaid
rights are reckoned on the paid-up value of the
postal ballots in a fair and transparent manner.
shares registered in the names of the Members as
Procedure for Postal Ballot: on the cut-off date. Members were requested to cast
their vote through e-voting facility before the close
In compliance with Section 108 and 110 and other of business hours on the last date of e-voting. The
applicable provisions of the Act read with the Scrutinizer completes his scrutiny and submits his
related Rules and General Circular No. 14/2020 report to the Chairman and the consolidated results
dated April 8, 2020, General Circular No. 17/2020 of the voting are announced by the Chairman /
dated April 13, 2020, General Circular No. 22/2020 authorized officer. The results were also displayed on
dated June 15, 2020, General Circular No. 33/2020 website of the Company, www.careedge.in, besides
dated September 28, 2020, General Circular No. being communicated to the stock exchanges,
39/2020 dated December 31, 2020, General Circular depository and registrar and share transfer agent.
No. 10/2021 dated June 23, 2021, General Circular
No.20/2021 dated December 8, 2021, General Whether any Special Resolution is proposed to be
Circular No.03/2022 dated May 5, 2022 and General conducted through Postal Ballot:
Circular No.11/2022 dated December 28, 2022 (“the
No Special Resolution is proposed to be conducted
MCA Circulars”), the Company sent Notice of Postal
through Postal Ballot.
Ballot along with Explanatory Statement, setting
out material facts and reason for the resolution, to
Members/ beneficiaries who have registered their 5. Policies under Insider Trading Regulations:
email address with the Company or depositories/ Based on the requirements under the SEBI
depository participants. (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time, the Company has
Further, the communication of assent/dissent of the
adopted Code of Conduct for Directors, Rating
Members take place through the remote e-voting
Committee members and Employees of CARE.
system. Physical copies of the postal ballot Notice
along with postal ballot forms and pre-paid business The Board of Directors of the Company has also
reply envelopes were not sent to the Members for adopted the Code of practices and procedures
the aforesaid Postal Ballots. of fair disclosure of unpublished price sensitive
and Rs 8/- (Rupees Eight only) per equity share, 16. CEO & CFO certification:
respectively subject to the approval of the Members
As required under Regulation 17(8) of the Listing
at the ensuing Annual General Meeting.
Regulations, the CEO and CFO certification on the
financial statement and the internal control system
11. Transfer of Unclaimed/Unpaid Amounts to the for financial reporting for financial year 2022-23 has
Investor Education and Protection Fund: been obtained and the same was reviewed by the
In accordance with the provisions of the Section 124 of Board of Directors.
the Act read with Investor Education Protection Fund A copy of the certificate is annexed to this report as
Authority (Accounting, Audit, Transfer and Refund) Annexure VIIA.
Rules, 2016, as amended (“IEPF Rules”), Companies
retains dividends, for seven years with them for 17. Reconciliation of share capital audit:
payment to investors and after expiry of seven years,
As stipulated by SEBI, a Reconciliation of Share Capital
transfer the said amount to IEPF along with all shares
Audit is carried out by an independent Practicing
in respect of which dividend has not been paid or
Company Secretary on a quarterly basis to confirm
claimed for seven consecutive years or more.
reconciliation of the issued and listed capital, of
In accordance with the said IEPF Rules and any shares held in dematerialized and physical mode
amendments thereto, the Company had sent notices and the status of the Register of Members.
to all the Members whose shares were due to be
transferred to the IEPF Authority and simultaneously 18. Disclosures with respect to Demat suspense
published newspaper advertisement. account / Unclaimed suspense account:
In terms of the provisions of IEPF Rules, Rs 165,228/- The Company does not have any shares lying in
of unpaid/unclaimed dividends and 79 shares were its Demat Suspense Account/Unclaimed Suspense
transferred during the financial year 2022-23 to the Account.
Investor Education and Protection Fund.
19. Certificate from Company Secretary in Practice
The Company has appointed a Nodal Officer under
regarding disqualification of directors:
the provisions of IEPF Rules, the details of which
are available on the website of the Company at As required under Schedule V of the Listing
www.careedge.in. Regulations, your Company has obtained a
certificate from a company secretary in practice,
The Company has uploaded the details of unpaid
that none of the Directors on the Board of your
and unclaimed amounts lying with the Company
Company as on March 31, 2023 is debarred or
as on March 31, 2023 on the Company’s website at
disqualified from being appointed or continuing as
www.careedge.in and on the website of the Ministry
Directors of your Company by the Securities and
of Corporate Affairs at www.iepf.gov.in. The details
Exchange Board of India or the Ministry of Corporate
of unpaid and unclaimed amounts lying with the
Affairs, or any such authority. A certificate from a
Company as on March 31, 2023 shall be updated on
company secretary in practice for the financial year
or before September 26, 2023.
2022-23 is annexed to this report as Annexure VIIB.
12. Subsidiary companies: 20. Recommendations of Board/Committees:
The financial statements of the subsidiaries are
During the financial year 2022-23, the
reviewed by the Audit Committee of the Company.
recommendations/opinion suggested by the
Further, the minutes of the meetings of board of
members on respective subject matters during
directors of the subsidiary companies are also placed
the Committee/Board Meetings were thoroughly
before the Board of Directors of the Company.
discussed and broadly reviewed by the members
and were unanimously approved.
13. Management discussion and analysis report:
The Management Discussion and Analysis Report 21. Fees paid to Auditors:
has been annexed to the Directors’ Report.
The fees paid by the Company and its subsidiaries
(on a consolidated basis) to the statutory auditors
14. Details of utilization of funds raised through
and its network firm during the financial year 2022-
Preferential Allotment/Qualified Institutional 23 are as under:
Placement:
Sr. Services provided Amount
During the financial year 2022-23, the Company has
No. (Rupees in lakh)
not raised any capital through preferential allotment
of shares or through qualified institutional placement. 1 Audit Fees 48.82
2 Tax Audit Fees 3.15
15. Auditor’s Certificate on Corporate Governance:
3 Other Services 3.30
As required by Schedule V of the Listing Regulations,
the Auditors’ certificate with respect to compliance 4 Reimbursement of Expenses 2.62
of Corporate Governance has been annexed to Total 57.89
Directors’ Report.
Pursuant to Regulation 7(2) of the Listing Regulations, certificates on half yearly basis have been issued by a
qualified Practicing Company Secretary confirming the compliance of share transfer formalities by the Company.
j) Market Price Data high / low during each month from April 2022 to March 2023:
BSE NSE
Period- 2022-23
High Low High Low
April 2022 578.20 450.00 579.00 450.00
May 2022 475.95 402.75 475.90 403.00
June 2022 485.35 405.35 485.40 406.00
July 2022 492.25 410.60 492.00 410.15
August 2022 521.80 452.75 522.00 452.20
September 2022 549.95 490.95 550.00 490.25
October 2022 536.70 468.10 536.85 467.30
November 2022 565.00 490.75 565.45 489.50
December 2022 619.80 530.00 619.90 544.15
January 2023 677.15 595.00 677.00 592.10
February 2023 698.00 590.00 698.50 590.00
March 2023 688.85 609.85 689.00 610.15
k) Distribution Schedule and Shareholding Pattern as on March 31, 2023:
o) Plant Location: In view of the nature of the Company’s business viz. providing rating services, the Company
operates from the following mentioned offices in India:
p) Email: care@careedge.in
r) Website: www.careedge.in
s) Compliance Officer:
Ms. Nehal Shah
Company Secretary & Compliance Officer
CARE Ratings Limited
4th Floor, Godrej Coliseum, Somaiya Hospital Road,
Off. Eastern Express Highway, Sion (East),
Mumbai – 400 022
Tel No: 022 - 67543456,
t) Green Initiative: Pursuant to Section 20 of the Companies Act, 2013, read with Rule 35 of the Companies
(Incorporation) Rules, 2014, companies are allowed to send to their Members notices/ documents in the
electronic form.
To enable the Company to send its Annual Report, Notice of AGM and other documents for the financial year
ended March 31, 2023 electronically, Members are requested to update (in case of change)/ register their email
IDs with their Depository Participants/the Registrar and Share Transfer Agent at the earliest.
w) The Company has not received any complaint during the financial year ended March 31, 2023 relating to
sexual harassment at Workplace.
x) Outstanding GDRs/ ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity:
Your Company does not have outstanding Global Depository Receipt, American Depository Receipt or Warrant
or any Convertible instrument during the financial year ended March 31, 2023.
To,
The Board of Directors,
CARE Ratings Limited
We, Mehul Pandya, Managing Director & Chief Executive Officer (CEO) and Jinesh Shah, Chief Financial Officer (CFO)
of CARE Ratings Limited, to the best of our knowledge and belief, certify that:
A. We have reviewed financial statements, the cash flow statement for the financial year ended 31st March 2023
and that to the best of our knowledge and belief:
1) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
2) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Company’s Code of Conduct.
C. We accept the responsibility for establishing and maintaining internal controls for financial reporting and that
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 are aware and the steps we have taken or propose to take to rectify these
deficiencies.
D. We have indicated to the Auditors and the Audit Committee
1) significant changes in the internal control over financial reporting during the year;
2) significant changes in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
3) instances of significant fraud of which we have become aware and
4) 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.
Sd/- Sd/-
Mehul Pandya Jinesh Shah
Managing Director & Chief Executive Officer Chief Financial Officer
Place: Mumbai
Date: May 11, 2023
Annexure - VIIB
To,
The Members of
CARE Ratings Limited
Godrej Coliseum, 4th Floor,
Somaiya Hospital Road,
Off Eastern Express Highway,
Sion (East), Mumbai 400 022
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
CARE Ratings Limited (CIN:L67190MH1993PLC071691) and having registered office at Godrej Coliseum, 4th Floor,
Somaiya Hospital Road, Off Eastern Express Highway, Sion (East), Mumbai - 400022 (hereinafter referred to as ‘the
Company’), produced before us by the Company for the purpose of issuing this certificate, in accordance with the
Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities 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 and its officers, we hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending as on 31st March 2023 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.
Sr. No. Name of the Director DIN Date of Appointment in the Company
1 Mr. Venkatadri Chandrasekaran 03126243 15/11/2017
2 Mr. Adesh Kumar Gupta 00020403 22/05/2018
3 Ms. Sonal Gunvant Desai 08095343 30/03/2019
4 Mr. Najib Shah 08120210 17/07/2019
5 Mr. Madasamy Mathisekaran 03584338 19/08/2019
6 Mr. Mehul Harshadray Pandya 07610232 29/07/2022
7 Mr. Mahalingam G. 09660723 21/11/2022
8 Mr. Sobhag Jain 08770020 28/01/2023
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.
DECLARATION BY THE MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER OF THE COMPANY UNDER
REGULATION 26 (3) AND AS PER PARA D OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015
To,
The Members
CARE Ratings Limited
I, Mehul Pandya, Managing Director & Chief Executive Officer (CEO) of CARE Ratings Limited, hereby confirm pursuant
to Regulation 26(3) read with Para D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 that:
The Board of CARE Ratings Limited had laid down a Code of Conduct (Code of Ethics) for all Board members
and Senior Management of the Company. The said code of conduct has also been posted on the Company’s website
viz. www.careedge.in
As provided under Regulation 26(3) read with Para D of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, I hereby declare that all the Board of Directors and Senior Management
Personnel of the Company have affirmed the Compliance with the Code of Conduct (Code of Ethics) for the year
ended March 31, 2023.
Sd/-
Mehul Pandya
Managing Director & CEO
Place: Mumbai
Date: May 11, 2023
Annexure-VIID
Management’s Responsibility
3. The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the
responsibility of the Company’s Management including the preparation and maintenance of all the relevant
records and documents. This responsibility includes the design, implementation and maintenance of internal
control and procedures to ensure the compliance with the conditions of Corporate Governance stipulated in
the Listing Regulations.
Auditors’ Responsibility
4. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
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 Listing
Regulations for the year ended 31 March, 2023.
6. We conducted our examination of the above corporate governance compliance by the Company in accordance
with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) and Guidance Note on
Certification of Corporate Governance both issued by the Institute of the Chartered Accountants of India (the
“ICAI”), in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply
with the ethical requirements of the Code of Ethics issued by the ICAI.
7. We have complied with the relevant applicable 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.
Opinion
8. In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned
Listing Regulations.
9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
Restriction on use
10. The certificate is addressed and provided to the Members of the Company solely for the purpose of enabling
the Company to comply with the requirement of the Listing Regulations and 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.
Sd/-
Ajit Viswanath
Partner
Membership No: 067114
Place: Mumbai UDIN: 23067114BGWPHZ2172
Date: 11 May, 2023
ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
^ The nomenclature of the Committee was changed to ‘Corporate Social Responsibility and Sustainability Committee’ by the
Board at its meeting held on January 28, 2023.
3. Provide the web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the company.
The composition of the CSR Committee, CSR Policy and CSR projects are available on the Company’s website at
the following links:
• Composition of CSR Committee: https://www.careratings.com/Uploads/newsfiles/
FinancialReports/1681728380_Composition%20of%20Commitees.pdf
• CSR Policy: https://www.careratings.com/Uploads/newsfiles/FinancialReports/1679039991_Corporate%20
Social%20Responsibility%20(CSR)%20Policy.pdf
• CSR projects approved: https://www.careratings.com/Uploads/newsfiles/FinancialReports/1686050878_
CSR%20Committee%20and%20CSR%20projects%20March%2031%202023.pdf
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out
in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, if applicable: Not Applicable
5. (a) Average net profit of the company as per sub-section (5) of section 135: Rs 95,81,00,134/-
(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Rs 1,91,62,003/-
(c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: N.A
(d) Amount required to be set off for the financial year, if any: N.A
(e) Total CSR obligation for the financial year (b+c-d): Rs 1,91,62,003/-
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs 1,91,62,003/-
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: Not Applicable
(d) Total amount spent for the Financial Year (a+b+c): Rs 1,91,62,003/-
(e) CSR amount spent or unspent for the financial year:
7. (a) Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Balance Amount Amount transferred Amount Deficiency,
Financial transferred Amount in spent in the to a Fund as specified remaining to if any
No.
Year to Unspent Unspent Financial under Schedule VII as be spent in
CSR Account CSR Year (in Rs) per second proviso of succeeding
under Account section 135(5), if any Financial
section 135 under Amount Date of Years.
(6) (in Rs) section (in Rs) Transfer (in Rs)
135 (6)
(in Rs)
1 FY2021-22 - - Rs 1,98,12,869 Rs 39,02,242 July 28, 2022 NIL
2 FY2020-21 NA
3 FY2019-20 NA
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year: No
9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5). – Not applicable
Sd/- Sd/-
Dr. M Mathisekaran Mehul Pandya
Chairman - CSR and Sustainability Committee Managing Director and CEO
other persons or entities identified in any The interim dividend declared and paid by the
manner whatsoever by or on behalf of the Company during the year and until the date of
Company (“Ultimate Beneficiaries”) or this audit report is in accordance with section
provide any guarantee, security or the like 123 of the Companies Act 2013.
on behalf of the Ultimate Beneficiaries.
As stated in Note 43 to the standalone financial
(ii) (ii) The management has represented statements, the Board of Directors of the
that, to the best of its knowledge and belief, Company have proposed final dividend for
other than as disclosed in the Note 50 to the year which is subject to the approval of
the standalone financial statements, no the members at the ensuing Annual General
funds have been received by the Company Meeting. The dividend declared is in accordance
from any person(s) or entity(ies), including with section 123 of the Act to the extent it
foreign entities (“Funding Parties”), with applies to declaration of dividend.
the understanding, whether recorded in
f. As proviso to rule 3(1) of the Companies
writing or otherwise, that the Company
(Accounts) Rules, 2014 is applicable for the
shall directly or indirectly, lend or invest in
Company only with effect from 1 April 2023,
other persons or entities identified in any
reporting under Rule 11(g) of the Companies
manner whatsoever by or on behalf of the
(Audit and Auditors) Rules, 2014 is not
Funding Parties (“Ultimate Beneficiaries”)
applicable.
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries. C. With respect to the matter to be included in the
Auditor’s Report under Section 197(16) of the Act:
(iii) Based on the audit procedures performed
that have been considered reasonable and In our opinion and according to the information
appropriate in the circumstances, nothing and explanations given to us, the remuneration paid
has come to our notice that has caused us during the current year by the Holding Company
to believe that the representations under and its subsidiary companies to its directors is in
sub-clause (i) and (ii) of Rule 11(e), as accordance with the provisions of Section 197 of
provided under (i) and (ii) above, contain the Act. The remuneration paid to any director by
any material misstatement. the Holding Company and its subsidiary companies
is not in excess of the limit laid down under Section
e. The final dividend paid by the Company during 197 of the Act. The Ministry of Corporate Affairs has
the year in respect of the same declared for not prescribed other details under Section 197(16)
the previous year is in accordance with section of the Act which are required to be commented
123 of the Companies Act 2013 to the extent it upon by us.
applies to payment of dividend.
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIB3411
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and
situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(i) (b) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, the Company has a regular programme of physical verification of its
Property, Plant and Equipment by which all property, plant and equipment are verified once every 2
years. In accordance with this programme, no property, plant and equipment were verified during the
year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of
the Company and the nature of its assets.
(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 (other than immovable properties where the Company
is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the standalone
financial statements are held in the name of the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use
assets) or intangible assets or both during the year.
(e) 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 proceedings initiated or pending against the Company for holding any benami
property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The Company is a service company, primarily rendering rating related services to corporate and non-
corporate customers. Accordingly, it does not hold any physical inventories. Accordingly, clause 3(ii)
(a) of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not been sanctioned any working capital limits in excess of
five crore rupees in aggregate from banks and financial institutions on the basis of security of current
assets at any point of time of the year. Accordingly, clause 3(ii)(b) of the Order is not applicable to
the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not made investments in firms, limited liability partnerships or
any other parties not it has granted any loans or advances in the nature of loans, secured or unsecured,
to firms or limited liability partnerships. Further, the Company has not provided guarantee or security
to Companies, firms, limited liability partnership or any other parties during the year. The Company has
made investment in equity shares of Company and has granted loans to a Company and other parties, in
respect of which the requisite information is as below:
(a) Based on the audit procedures carried on by us and as per the information and explanations given to us
the Company has provided loans to any other entity and other parties as below:
(b) According to the information and explanations given to us and based on the audit procedures conducted
by us, in our opinion the investments made, guarantees provided, security given during the year and the
terms and conditions of the grant of loans and advances in the nature of loans and guarantees provided
during the year are, prima facie, not prejudicial to the interest of the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, in the case of loans given, in our opinion the repayment of principal and payment
of interest has been stipulated and the repayments or receipts have been regular except for the following
cases where there is no stipulation of schedule of repayment of principal and payment of interest and
accordingly we are unable to comment on the regularity of repayment of principal and payment of
interest:.
Further, the Company has not given any advance in the nature of loan to any party during the year.
(d) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, there is no overdue amount for more than ninety days in respect of loans given
except in the case of loans aggregating Rs 110.60 lakh given to CRSPL where schedule of repayment of
principal and payment of interest have not been stipulated and accordingly, we are unable to comment
on the amount overdue for more than ninety days . Further, the Company has not given any advances in
the nature of loans to any party during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, there is no loan or advance in the nature of loan granted falling due during the
year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans
given to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, in our opinion the Company has not granted any loans or advances in the nature
of loans either repayable on demand or without specifying any terms or period of repayment except for
the following loans or advances in the nature of loans to its Promoters and related parties as defined in
Clause (76) of Section 2 of the Companies Act, 2013 (“the Act”):.
(iv) According to the information and explanations given to us and on the basis of our examination of records
of the Company, the Company has neither made any investments nor has it given loans or provided
guarantee or security and therefore the relevant provisions of Sections 185 and 186 of the Companies
Act, 2013 (“the Act”) are not applicable to the Company. Accordingly, clause 3(iv) of the Order is not
applicable.
(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the
public. Accordingly, clause 3(v) of the Order is not applicable.
(vi) According to the information and explanations given to us, the Central Government has not prescribed the
maintenance of cost records under Section 148(1) of the Act for the services provided by it. Accordingly,
clause 3(vi) of the Order is not applicable.
(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value
added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.
According to the information and explanations given to us and on the basis of our examination of the
records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in
arrears as at March 31, 2023 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, statutory dues relating to Goods and Service Tax, Provident Fund, Employees
State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues which have not been
deposited on account of any dispute are as follows:
(viii) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not surrendered or disclosed any transactions, previously
unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as
income during the year.
(ix) (a) A
ccording to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company did not have any loans or borrowings from any lender during
the year. Accordingly, clause 3(ix)(a) of the Order is not applicable to the Company.
(b) A
ccording to the information and explanations given to us and on the basis of our examination of
the records of the Company, the Company has not been declared a wilful defaulter by any bank or
financial institution or government or government authority.
(c) A
ccording to the information and explanations given to us by the management, the Company has not
obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.
(d) A
ccording to the information and explanations given to us and on an overall examination of the
balance sheet of the Company, we report that no funds raised on short-term basis have been used for
long-term purposes by the Company.
(e) A
ccording to the information and explanations given to us and on an overall examination of the
standalone financial statements of the Company, we report that the Company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries as defined under
the Act.
(f) A
ccording to the information and explanations given to us and procedures performed by us, we
report that the Company has not raised loans during the year on the pledge of securities held in its
subsidiaries (as defined under the Act).
(x) (a) T
he Company has not raised any moneys by way of initial public offer or further public offer (including
debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.
(b) A
ccording to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not made any preferential allotment or private placement
of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the
Order is not applicable.
(xi) (a) B
ased on examination of the books and records of the Company and according to the information and
explanations given to us, no fraud by the Company or on the Company has been noticed or reported
during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of
Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of
the Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the
Company during the year.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company.
Accordingly, clause 3(xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with
related parties are in compliance with Section 177 and 188 of the Act, where applicable and the details of
the related party transactions have been disclosed in the standalone financial statements as required by
the applicable accounting standards.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the
Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, the Company has not
entered into any non-cash transactions with its directors or persons connected to its directors and hence,
provisions of Section 192 of the Act are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act,
1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, clause 3(xvi)(b) of the Order is not applicable.
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve
Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations provided to us, the Group (as per the provisions of the
Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the
Order is not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios,
ageing and expected dates of realisation of financial assets and payment of financial liabilities, other
information accompanying the standalone financial statements, our knowledge of the Board of Directors
and management plans and based on our examination of the evidence supporting the assumptions,
nothing has come to our attention, which causes us to believe that any material uncertainty exists as on
the date of the audit report that the Company is not capable of meeting its liabilities existing at the date
of balance sheet as and when they fall due within a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the future viability of the Company. We further state that
our reporting is based on the facts up to the date of the audit report and we neither give any guarantee
nor any assurance that all liabilities falling due within a period of one year from the balance sheet date,
will get discharged by the Company as and when they fall due.
(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount
under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and
3(xx)(b) of the Order are not applicable.
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIB3411
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
Opinion
We have audited the internal financial controls with reference to financial statements of CARE Ratings Limited (“the
Company”) as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company
for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to
financial statements and such internal financial controls were operating effectively as at March 31, 2023, based on
the internal financial controls with reference to financial statements criteria established by the Company considering
the essential components of internal control 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”).
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to 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 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 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 financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included obtaining an understanding of internal financial controls with
reference to financial statements, assessing the risk that a material weakness exists and testing and evaluating the
design and operating effectiveness of internal control 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 audit
opinion on the Company’s internal financial controls with reference to financial statements.
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIB3411
Note As at As at
Particulars
Number March 31, 2023 March 31, 2022
ASSETS
Non-current assets
Property plant and equipment 2 7,735.10 7,794.32
Right-of-use assets 46 1,333.53 365.12
Intangible assets 3 (a) 16.29 35.38
Intangible assets under development 3 (b) – 3 (d) 285.64 652.02
Financial assets
Investments (non-current) 4 11,219.06 7,051.21
Loans 5 144.45 957.09
Other financial assets 6 72.90 1,216.03
Other non-current assets 7 35.42 36.99
Total non-current assets 20,842.39 18,108.16
Current assets
Financial assets
Investments (current) 8 - -
Trade receivables 9 1,632.26 1,360.54
Cash and cash equivalents 10 4,250.92 1,196.18
Bank balances other than cash and cash equivalents 11 24.62 5,931.28
Loans 12 27.41 21.91
Other financial assets 13 49,355.73 43,159.08
Contract assets 14 46.07 38.71
Current tax asset (Net) 15 248.75 724.57
Other current assets 16 295.29 321.13
Total current assets 55,881.05 52,753.39
Total assets 76,723.44 70,861.55
EQUITY AND LIABILITIES
EQUITY
Equity share capital 17 2,970.05 2,964.65
Other equity 18 66,516.12 62,058.29
Total equity 69,486.17 65,022.94
LIABILITIES
Non-current liabilities
Financial liabilities
Lease liabilities 46 1,241.46 183.04
Provisions 19 990.69 1,078.81
Deferred tax liabilities (net) 20 493.91 606.20
Total non-current liabilities 2,726.06 1,868.05
Current liabilities
Financial liabilities
Lease liabilities 46 123.56 238.97
Trade payables 21
Total outstanding dues of micro enterprises and small enterprises - 0.70
Total outstanding dues of other than micro enterprises and small
419.34 285.92
enterprises
Other financial liabilities 22 1,702.88 1,556.27
Contract liabilities 23 1,588.99 1,234.31
Other current liabilities 24 105.25 417.93
Provisions 25 571.19 236.45
Total current liabilities 4,511.21 3,970.56
Total equity and liabilities 76,723.44 70,861.55
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
B. Other Equity
(Rs in lakh)
Other comprehensive
Reserves and Surplus
income
Particulars Share options Capital Equity instruments Total equity
outstanding redemption Securities General Retained through other
account reserve premium reserve earnings comprehensive income
Balance as at April 01, 2021 2,467.61 22.50 6,517.63 20,043.12 26,080.47 250.18 55,381.51
Profit for the year (1) - - - - 8,447.24 - 8,447.24
Other comprehensive income/ (loss) for the year
Remeasurement gain/(loss) on defined benefit plan (2) - - - - 5.21 - 5.21
Fair value gain on investments measured through - - - - - 913.40 913.40
other comprehensive income (3)
Tax impact on (2 and 3) (4) - - - - (1.31) (136.41) (137.72)
Total comprehensive income/(loss) for the year - - - - 8,451.14 776.99 9,228.13
(1+2+3+4)
Contribution by and distribution to owners
Balance as at March 31, 2022 786.66 22.50 7,369.56 22,150.73 30,701.65 1,027.17 62,058.29
* Amount of Rs 652.80 lakh includes Rs 23.79 lakh relating to options issued to employees of subsidaries.
Reports
Statutory
133
Statements
Standalone Statement of Changes In Equity
For the year ended March 31, 2023
The description of the nature and purpose of each reserve within equity is as follows:
d. General reserve
The Company has transferred a portion of the net profits of the Company before declaring dividends to general
reserve. Mandatory transfer to general reserve is not required under the Act, 2013.
e. Retained earnings
Retained earnings are the profits that the Company has earned till date after appropriation of profits.
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
to depict the Company’s performance at the end of the previous year is recognized
in transferring control of services as profit or loss on sale / redemption on
promised to the customer (i.e. the investment on trade date of transaction.
satisfaction of an entity’s performance
f. Taxes
obligation). The Company uses input
method to measure the progress Current income tax
achieved towards satisfaction of the
performance obligation. Current income tax assets and liabilities
are measured at the amount expected to
• Recognising revenue at a point in time: be recovered from or paid to the taxation
Revenue is recognised on satisfaction of authorities. The tax rates and tax laws used to
the respective performance obligation. compute the amount are those that are enacted
Factors which are considered in or substantively enacted, at the reporting date
determining whether the performance in the countries where the Company operates
obligation is satisfied completely and generates taxable income.
include applicable contractual terms,
milestones indicative of satisfactory Current income tax relating to items recognised
completion of performance obligation, outside profit or loss is recognised outside
history of client acceptance for similar profit or loss (either in other comprehensive
products etc. income or in equity). Current tax items are
recognised in correlation to the underlying
Contract assets transaction either in OCI or directly in equity.
Management periodically evaluates positions
Contract assets are recognised when there taken in the tax returns with respect to
is excess of revenue earned over billings on situations in which applicable tax regulations
contracts. Contract assets are classified as trade are subject to interpretation and considers
receivables (only act of invoicing is pending) whether it is probable that a taxation authority
when there is unconditional right to receive will accept an uncertain tax treatment. The
cash and only passage of time is required, as Company shall reflect the effect of uncertainty
per contractual terms. In other cases this is for each uncertain tax treatment by using either
classified as a non financial asset. most likely method or expected value method,
depending on which method predicts better
Contract liabilities
resolution of the treatment.
Unearned and deferred revenue (“contract
Deferred tax
liability”) is recognised when there is billings in
excess of revenues Deferred tax is recognised on temporary
differences between the carrying
ii) Other income
amounts for financial reporting purposes
Interest income and the corresponding amounts used for
taxation purposes.
Interest income is recognised using the
effective interest rate method. The effective Deferred tax liabilities are recognised for all
interest rate is the rate that exactly discounts taxable temporary differences, except:
estimated future cash receipts through the
• When the deferred tax liability arises
expected life of the financial asset to the
from the initial recognition of goodwill or
gross carrying amount of a financial asset.
an asset or liability in a transaction that
When calculating the effective interest rate,
is not a business combination and, at the
the Company estimates the expected cash
time of the transaction, affects neither the
flows by considering all the contractual
accounting profit nor taxable profit or loss
terms of the financial instrument but does
not consider the expected credit losses. Deferred tax assets are recognised for all
deductible temporary differences, the carry
Dividend income
forward of unused tax credits and any unused
Dividends are recognised in the Statement tax losses. Deferred tax assets are recognised to
of Profit and Loss only when the right the extent that it is probable that taxable profit
to receive payment is established, it is will be available against which the deductible
probable that the economic benefits temporary differences and the carry forward of
associated with the dividend will flow to the unused tax credits and unused tax losses can
Company and the amount of the dividend be utilised, except:
can be measured reliably.
• When the deferred tax asset relating
Sale of investments to the deductible temporary difference
arises from the initial recognition of an
Difference between the sale price and asset or liability in a transaction that is
carrying value of investment as determined not a business combination and, at the
time of the transaction, affects neither the a provision are met. Subsequent expenditure
accounting profit nor taxable profit or loss is capitalized only if it is probable that the
future economic benefits associated with the
The carrying amount of deferred tax assets is
expenditure will flow to the Company.
reviewed at each reporting date and reduced
to the extent that it is no longer probable that Advances paid towards acquisition of PPE
sufficient taxable profit will be available to outstanding at each Balance Sheet date is
allow all or part of the deferred tax asset to classified as capital advances under other
be utilised. Unrecognised deferred tax assets noncurrent assets
are re-assessed at each reporting date and are
Depreciation on PPE is the systematic allocation
recognised to the extent that it has become
of the depreciable amount over its useful life
probable that future taxable profits will allow
and is provided on a straight line basis over
the deferred tax asset to be recovered.
such useful lives as prescribed in Schedule II of
Deferred tax assets and liabilities are measured the Companies Act, 2013.
at the tax rates that are expected to apply in the
The Company has established the estimated
year when the asset is realised, or the liability is
range of useful lives for different categories of
settled, based on tax rates (and tax laws) that
PPE as follows:
have been enacted or substantively enacted at
the reporting date. Category of assets Useful life (in years)
Deferred tax relating to items recognised Furniture and Fixtures 10
outside profit or loss is recognised outside
Office Equipments 5
profit or loss (either in other comprehensive
income or in equity). Deferred tax items are Computers 3
recognised in correlation to the underlying Vehicles 8
transaction either in OCI or directly in equity.
Electrical Installations 10
The Company offsets deferred tax assets Buildings 30-60
and deferred tax liabilities if and only if it has
a legally enforceable right to set off current Depreciation on additions is being provided on
tax assets and current tax liabilities and the a pro rata basis from the date of such additions.
deferred tax assets and deferred tax liabilities
Depreciation on sale or disposal is provided
relate to income taxes levied by the same
on a pro rata basis till the date of such sale or
taxation authority on either the same taxable
disposal.
entity or different taxable entities which intend
either to settle current tax liabilities and assets The Company reviews the estimated residual
on a net basis, or to realise the assets and settle values and expected useful lives of assets at
the liabilities simultaneously, in each future least annually.
period in which significant amounts of deferred
tax liabilities or assets are expected to be An item of property, plant and equipment
settled or recovered. and any significant part initially recognised
is derecognised upon disposal or when no
g. Property, plant and equipment future economic benefits are expected from
its use or disposal. Any gain or loss arising on
Capital work in progress is stated at cost,
derecognition of the asset (calculated as the
net of accumulated impairment loss, if any.
difference between the net disposal proceeds
Plant and equipment are stated at cost, net of
and the carrying amount of the asset) is
accumulated depreciation and accumulated
included in the statement of profit and loss
impairment losses, if any. Cost of an item of
when the asset is derecognised.
property, plant and equipment comprises
its purchase price, including import duties The residual values, useful lives and methods of
and non-refundable purchase taxes, after depreciation of property, plant and equipment
deducting trade discounts and rebates, any are reviewed at each financial year end and
directly attributable cost of bringing the item adjusted prospectively, if appropriate.
to its working condition for its intended use and
estimated cost of dismantling and removing h. Intangible assets
the item and restoring the site on which it is Intangible assets acquired separately are
located. Such cost includes the cost of replacing measured on initial recognition at cost.
part of the plant and equipment and borrowing Following initial recognition, intangible assets
costs for long-term construction projects if the are carried at cost less any accumulated
recognition criteria are met. All other repair amortisation and accumulated impairment
and maintenance costs are recognised in profit losses. Internally generated intangibles,
or loss as incurred. The present value of the excluding capitalised development costs, are
expected cost for the decommissioning of an not capitalised and the related expenditure is
asset after its use is included in the cost of the reflected in profit or loss in the period in which
respective asset if the recognition criteria for the expenditure is incurred.
The useful lives of intangible assets are assessed low-value assets. The Company recognises
as either finite or indefinite. lease liabilities to make lease payments and
right-of-use assets representing the right
Intangible assets with finite lives are amortised
to use the underlying assets.
over the useful economic life and assessed for
impairment whenever there is an indication i) Right-of-use assets
that the intangible asset may be impaired.
The Company recognises right-of-use
The amortisation period and the amortisation
assets at the commencement date of the
method for an intangible asset with a finite
lease (i.e., the date the underlying asset is
useful life are reviewed at least at the end
available for use). Right-of-use assets are
of each reporting period. Changes in the
measured at cost, less any accumulated
expected useful life or the expected pattern
depreciation and impairment losses and
of consumption of future economic benefits
adjusted for any remeasurement of lease
embodied in the asset are considered to
liabilities. The cost of right-of-use assets
modify the amortisation period or method,
includes the amount of lease liabilities
as appropriate and are treated as changes in
recognised, initial direct costs incurred
accounting estimates.
and lease payments made at or before
The amortisation expense on intangible assets the commencement date less any lease
with finite lives is recognised in the statement incentives received.
of profit and loss unless such expenditure forms
Depreciation is computed using the straight-
part of carrying value of another asset.
line method from the commencement date
Intangible assets with indefinite useful lives are to the end of the useful life of the underlying
not amortised, but are tested for impairment asset or the end of the lease term, whichever
annually, either individually or at the cash- is shorter. The estimated useful lives of right-
generating unit level. The assessment of of-use assets are determined on the same
indefinite life is reviewed annually to determine basis as those of the underlying property
whether the indefinite life continues to be and equipment. In the balance sheet, the
supportable. If not, the change in useful life right-of-use assets and lease liabilities are
from indefinite to finite is made on a prospective presented separately.
basis. Subsequent expenditure is capitalized
Right-of-use assets are evaluated for
only when it increases the future economic
recoverability whenever events or changes
benefits embodied in the specific asset to
in circumstances indicate that their
which it relates. All other expenditure, including
carrying amounts may not be recoverable.
expenditure on internally generated goodwill, is
For the purpose of impairment testing, the
recognized in profit or loss as incurred.
recoverable amount (i.e. the higher of the
An intangible asset is derecognised upon disposal fair value less cost to sell and the value-in-
(i.e., at the date the recipient obtains control) or use) is determined on an individual asset
when no future economic benefits are expected basis unless the asset does not generate
from its use or disposal. Any gain or loss arising cash flows that are largely independent of
upon derecognition of the asset (calculated as those from other assets. In such cases, the
the difference between the net disposal proceeds recoverable amount is determined for the
and the carrying amount of the asset) is included Cash Generating Unit (CGU) to which the
in the statement of profit and loss when the asset belongs.
asset is derecognised. Subsequent expenditure
ii) Lease Liabilities
is capitalized only if it is probable that the
future economic benefits associated with the At the commencement date of the lease,
expenditure will flow to the Company. the Company recognises lease liabilities
measured at the present value of lease
The Company has determined the useful life for
payments to be made over the lease term.
software as 3 years.
The lease payments include fixed payments
i. Leases (including in substance fixed payments)
less any lease incentives receivable, variable
The Company assesses at contract
lease payments that depend on an index or
inception whether a contract is, or contains,
a rate and amounts expected to be paid
a lease. That is, if the contract conveys the
under residual value guarantees. The lease
right to control the use of an identified
payments also include the exercise price of
asset for a period of time in exchange for
a purchase option reasonably certain to be
consideration.
exercised by the Company and payments
Company as a lessee of penalties for terminating the lease, if the
lease term reflects the Company exercising
The Company applies a single recognition the option to terminate. Variable lease
and measurement approach for all leases, payments that do not depend on an index
except for short-term leases and leases of or a rate are recognised as expenses (unless
they are incurred to produce inventories) in The Company bases its impairment calculation
the period in which the event or condition on detailed budgets and forecast calculations,
that triggers the payment occurs. which are prepared separately for each of the
Company’s CGUs to which the individual assets
In calculating the present value of lease
are allocated. These budgets and forecast
payments, the Company uses its incremental
calculations generally cover a period of five
borrowing rate at the lease commencement
years. For longer periods, a long-term growth
date because the interest rate implicit in
rate is calculated and applied to project future
the lease is not readily determinable. After
cash flows after the fifth year. To estimate cash
the commencement date, the amount
flow projections beyond periods covered by the
of lease liabilities is increased to reflect
most recent budgets/forecasts, the Company
the accretion of interest and reduced for
extrapolates cash flow projections in the
the lease payments made. In addition,
budget using a steady or declining growth rate
the carrying amount of lease liabilities is
for subsequent years, unless an increasing rate
remeasured if there is a modification, a
can be justified. In any case, this growth rate
change in the lease term, a change in the
does not exceed the long-term average growth
lease payments (e.g., changes to future
rate for the products, industries, or country or
payments resulting from a change in an
countries in which the Company operates, or
index or rate used to determine such lease
for the market in which the asset is used.
payments) or a change in the assessment of
an option to purchase the underlying asset. Impairment losses of continuing operations
are recognised in the statement of profit and
iii) Short-term leases and leases of low-
loss, except for properties previously revalued
value assets
with the revaluation surplus taken to OCI. For
The Company applies the short-term such properties, the impairment is recognised
lease recognition exemption to its short- in OCI up to the amount of any previous
term leases (i.e., those leases that have a revaluation surplus.
lease term of 12 months or less from the
For assets excluding goodwill, an assessment
commencement date and do not contain
is made at each reporting date to determine
a purchase option). Lease payments on
whether there is an indication that previously
short-term leases and leases of low-value
recognised impairment losses no longer exist
assets are recognised as expense on a
or have decreased. If such indication exists,
straight-line basis over the lease term.
the Company estimates the asset’s or CGU’s
j. Impairment of non-financial assets recoverable amount. A previously recognised
impairment loss is reversed only if there has been
The Company assesses, at each reporting date, a change in the assumptions used to determine
whether there is an indication that an asset may the asset’s recoverable amount since the last
be impaired. If any indication exists, or when impairment loss was recognised. The reversal is
annual impairment testing for an asset is required, limited so that the carrying amount of the asset
the Company estimates the asset’s recoverable does not exceed its recoverable amount, nor
amount. An asset’s recoverable amount is the exceed the carrying amount that would have
higher of an asset’s or cash-generating unit’s been determined, net of depreciation, had no
(CGU) fair value less costs of disposal and impairment loss been recognised for the asset
its value in use. The recoverable amount is in prior years. Such reversal is recognised in the
determined for an individual asset, unless the statement of profit and loss unless the asset is
asset does not generate cash inflows that are carried at a revalued amount, in which case, the
largely independent of those from other assets or reversal is treated as a revaluation increase.
group of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the k. Provisions, contingent liabilities and
asset is considered impaired and is written down contingent assets
to its recoverable amount.
Provisions are recognised when the Company
In assessing value in use, the estimated future has a present obligation (legal or constructive)
cash flows are discounted to their present as a result of a past event, it is probable that
value using a pre-tax discount rate that an outflow of resources embodying economic
reflects current market assessments of the benefits will be required to settle the obligation
time value of money and the risks specific to and a reliable estimate can be made of the
the asset. In determining fair value less costs of amount of the obligation.
disposal, recent market transactions are taken
When the Company expects some or all of a
into account. If no such transactions can be
provision to be reimbursed, the reimbursement
identified, an appropriate valuation model is
is recognised as a separate asset, but only
used. These calculations are corroborated by
when the reimbursement is virtually certain.
valuation multiples, quoted share prices for
The expense relating to a provision is presented
publicly traded companies or other available
in the statement of profit and loss net of any
fair value indicators.
reimbursement.
If the effect of the time value of money is material, available in the form of any future refunds from
provisions are discounted using a current pre- the plan or reductions in future contributions
tax rate that reflects, when appropriate, the to the plan. To calculate the present value of
risks specific to the liability. When discounting economic benefits, consideration is given to
is used, the increase in the provision due to the any applicable minimum funding requirements.
passage of time is recognised as a finance cost.
Remeasurement of the net defined benefit
Contingent liabilities are also disclosed when liability, which comprise actuarial gains and
there is a possible obligation arising from past losses and the return on plan assets (excluding
events, the existence of which will be confirmed interest) and the effect of the asset ceiling (if any,
only by the occurrence or non-occurrence of excluding interest), are recognised immediately
one or more uncertain future events not wholly in other comprehensive income (OCI). Net
within the control of the Company. Claims interest expense (income) on the net defined
against the Company where the possibility of liability (assets) is computed by applying the
any outflow of resources in settlement is remote, discount rate, used to measure the net defined
are not disclosed as contingent liabilities. liability (asset). Net interest expense and other
expenses related to defined benefit plans are
Contingent assets are not recognised in
recognised in Statement of Profit and Loss.
standalone financial statements since this
may result in the recognition of income that When the benefits of a plan are changed or
may never be realised. However, when the when a plan is curtailed, the resulting change
realisation of income is virtually certain, then in benefit that relates to past service or the
the related asset is not a contingent asset and gain or loss on curtailment is recognised
is recognised. immediately in Statement of Profit and Loss.
The Company recognises gains and losses on
l. Employee Benefits
the settlement of a defined benefit plan when
Short term employee benefits the settlement occurs.
Short-term employee benefits are expensed Other long-term employee benefits (leave
as the related service is provided. A liability encashment)
is recognised for the amount expected to be
The Company’s net obligation in respect of
paid if the Company has a present legal or
long-term employee benefits is the amount
constructive obligation to pay this amount as a
of future benefit that employees have earned
result of past service provided by the employee
in return for their service in the current and
and the obligation can be estimated reliably.
prior periods. That benefit is discounted to
Defined contribution plans (provident fund, determine its present value. Remeasurement
superannuation fund etc.) are recognised in Statement of Profit and Loss
in the period in which they arise.
A defined contribution plan is a post-
employment benefit plan under which an entity m. Earnings per share
pays fixed contributions into a separate entity
The basic Earnings per equity share (“EPS”)
and will have no legal or constructive obligation
is computed by dividing the net profit / (loss)
to pay further amounts.
after tax for the year attributable to the equity
Obligations for contributions to defined shareholders by the weighted average number
contribution plans are expensed as the related of equity shares outstanding during the year.
service is provided. Prepaid contributions are
For the purpose of calculating diluted Earnings
recognised as an asset to the extent that a
per equity share, net profit/(loss) after tax for the
cash refund or a reduction in future payments
year attributable to the equity shareholders and
is available.
the weighted average number of equity shares
Defined benefit plans (gratuity) outstanding during the year are adjusted for the
effects of all dilutive potential equity shares.
The Company’s net obligation in respect of
defined benefit plans is calculated separately n. Share based payments
for each plan by estimating the amount of
The grant date fair value of options granted
future benefit that employees have earned in
to employees is recognized as an employee
the current and prior periods, discounting that
expense, with a corresponding increase in
amount and deducting the fair value of any
liability towards recharge arrangements with
plan assets.
the Parent, over the period that the employees
The calculation of defined benefit obligations become unconditionally entitled to the options.
is performed annually by a qualified actuary The expense is recorded for each separately
using the projected unit credit method. When vesting portion of the award as if the award
the calculation results in a potential asset for was, in substance, multiple awards.. The amount
the Company, the recognised asset is limited recognized as an expense is adjusted to reflect
to the present value of economic benefits the actual number of stock options that vest.
o. Segment reporting – identification of segments: Debt instruments included within the fair
value through profit and loss (FVTPL)
An operating segment is a component of the
category are measured at fair value with
Company that engages in business activities
all changes recognized in the Statement of
from which it may earn revenues and incur
Profit and Loss.
expenses, whose operating results are regularly
reviewed by the Company’s management to d) Equity investments
make decisions for which discrete financial
information is available. All equity investments in scope of Ind-
AS 109 are measured at fair value. Equity
p. Financial Instruments instruments which are held for trading
Financial Assets are classified as at FVTPL. For all other
equity instruments, the Company decides
a) Classification to classify the same either as at fair value
through other comprehensive income
The Company classifies financial assets as (FVTOCI) or FVTPL. The Company makes
subsequently measured at amortised cost, such election on an instrument-by-
fair value through other comprehensive instrument basis. The classification is made
income or fair value through profit or on initial recognition and is irrevocable.
loss on the basis of its business model
for managing the financial assets and the For equity instruments classified as FVTOCI,
contractual cash flow characteristics of the all fair value changes on the instrument,
financial asset. excluding dividends, are recognized in
other comprehensive income (OCI). There
b) Initial recognition and measurement is no recycling of the amounts from OCI to
All financial assets (not measured Statement of Profit and Loss, even on sale
subsequently at fair value through profit of such investments.
or loss) are recognised initially at fair value Equity instruments included within the
plus transaction costs that are attributable FVTPL category are measured at fair
to the acquisition of the financial asset. value with all changes recognized in the
Purchases or sales of financial assets that Statement of Profit and Loss.
require delivery of assets within a time frame
established by regulation or convention in e) Derecognition
the market place (regular way trades) are
recognised on the trade date, i.e., the date A financial asset (or, where applicable,
that the Company commits to purchase or a part of a financial asset or part of a
sell the asset. Company of similar financial assets) is
primarily derecognised (i.e. removed from
c) Debt instruments at amortised cost the Company’s balance sheet) when:
A ‘debt instrument’ is measured at the The rights to receive cash flows from The
amortised cost if both the following asset have expired, or
conditions are met:
The Company has transferred its rights to
a) The asset is held within a business model receive cash flows from the asset or has
whose objective is to hold assets for assumed an obligation to pay the received
collecting contractual cash flows and cash flows in full without material delay
to a third party under a ‘pass-through’
b) Contractual terms of the asset give rise arrangement; and either:
on specified dates to cash flows that
are solely payments of principal and (a) the Company has transferred
interest (SPPI) on the principal amount substantially all the risks and rewards
outstanding. of the asset, or
After initial measurement, such financial (b) the Company has neither transferred
assets are subsequently measured at nor retained substantially all the risks
amortised cost using the effective interest and rewards of the asset, but has
rate (EIR) method. Amortised cost is transferred control of the asset.
calculated by taking into account any
discount or premium and fees or costs When the Company has transferred its rights
that are an integral part of the EIR. The to receive cash flows from an asset or has
EIR amortisation is included in finance entered into a pass-through arrangement,
income in the Statement of Profit and Loss. it evaluates if and to what extent it has
The losses arising from impairment are retained the risks and rewards of ownership.
recognised in the Statement of Profit and When it has neither transferred nor retained
Loss. This category generally applies to substantially all of the risks and rewards of
trade and other receivables..
the asset, nor transferred control of the The Company’s financial liabilities
asset, the Company continues to recognise include trade and other payables,
the transferred asset to the extent of the loans and borrowings including bank
Company’s continuing involvement. In that overdrafts, financial guarantee contracts
case, the Company also recognises an and derivative financial instruments.
associated liability. The transferred asset
and the associated liability are measured c) Financial liabilities at fair value through
on a basis that reflects the rights and profit or loss
obligations that the Company has retained. Financial liabilities at fair value through
Continuing involvement that takes the form profit or loss include financial liabilities
of a guarantee over the transferred asset held for trading and financial liabilities
is measured at the lower of the original designated upon initial recognition
carrying amount of the asset and the as at fair value through profit or loss.
maximum amount of consideration that the Financial liabilities are classified as
Company could be required to repay. held for trading if they are incurred
for the purpose of repurchasing in the
f) Impairment of financial assets near term. This category also includes
derivative financial instruments
In accordance with Ind-AS 109, the Company entered into by the Company that are
applies Expected Credit Loss (ECL) model not designated as hedging instruments
for measurement and recognition of in hedge relationships as defined by
impairment loss on the following financial Ind-AS 109. Separated embedded
assets and credit risk exposure: derivatives are also classified as held
a) Financial assets that are debt for trading unless they are designated
instruments and are measured at as effective hedging instruments.
amortised cost e.g., loans, debt Gains or losses on liabilities held for
securities, deposits and bank balance. trading are recognised in the Statement
b) Trade receivables. of Profit and Loss.
Note 3:
(a) Intangible assets
(Rs in lakh)
Gross block Accumulated depreciation Net block
On de-
Description Addi- Deduc- letions/
of Assets As at tions tions As at As at For disposals As at As at As at
April 01, during during March April 01, the during March March March 31,
2022 the year the year 31, 2023 2022 year the year 31, 2023 31, 2023 2022
Computer 293.05 5.64 (2.84) 295.85 257.67 24.72 (2.84) 279.55 16.29 35.38
software
Total 293.05 5.64 (2.84) 295.85 257.67 24.72 (2.84) 279.55 16.29 35.38
Intangible
assets
(Rs in lakh)
Gross block Accumulated depreciation Net block
On de-
Description Addi- Deduc- letions/
of Assets As at tions tions As at As at For disposals As at As at As at
April 01, during during March 31, April 01, the during March March March 31,
2021 the year the year 2022 2021 year the year 31, 2022 31, 2022 2021
Computer 301.05 8.88 (16.88) 293.05 220.37 54.18 (16.88) 257.67 35.38 80.68
software
Total 301.05 8.88 (16.88) 293.05 220.37 54.18 (16.88) 257.67 35.38 80.68
Intangible
assets
(Rs in lakh)
(b) W
ithout specifying any terms or
period of repayment
Promoter - - - -
Directors - - - -
KMPs - - - -
Loan to related party – CARE Risk
Solutions Private Limited (Wholly 110.60 100% 932.40 100%
owned subsidiary)
Total 110.60 100% 932.40 100%
Note 11: Bank Balances other than Cash and cash equivalents
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Unclaimed dividend account 24.62 25.54
Fixed deposits* - 5,905.74
Total 24.62 5,931.28
* - This includes accrued interest of Rs 0.00 lakh (previous year – Rs 250.19 lakh)
17(a): List of shareholders holding more than 5% of Paid-Up equity Share Capital
17(b): The reconciliation of the number of shares outstanding is set out below:
As at As at
Particulars March 31, 2023 March 31, 2022
Nos. Nos.
Equity shares at the beginning of the year 2,96,46,547 2,94,61,214
Add: Shares issued under employee stock options scheme (ESOS) 58,264 1,85,333
Buy back during the year (4,199) -
Equity Shares at the end of the year 2,97,00,612 2,96,46,547
17(e): Shares reserved for issue under options and contracts, including the terms and amounts:
For details of Shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company:
Refer Note 39.
17(g): Aggregate number of bonus shares issued, share issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date.
The Company has not issued any bonus shares, shares for consideration other than cash during the period
of five years immediately preceding the reporting date.
(Rs in lakh)
Recognised
Recognised in
in other
Particulars April 1, 2021 statement of March 31, 2022
comprehensive
profit and loss
income
Deferred tax liability
Depreciation on property, plant and equipment 986.39 (94.14) - 892.25
Fair valuation of investments 634.08 (584.11) 136.41 186.38
Deferred tax asset
Provisions for employee benefits (338.99) 34.96 1.31 (302.72)
Others (231.94) 62.23 - (169.71)
Total 1,049.54 (581.06) 137.72 606.20
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Trade payables to Related Parties - -
Trade payables to Others 419.34 286.62
Total 419.34 286.62
Trade payables ageing schedule
(Rs in lakh)
Outstanding for following periods from due
Particulars
Accrued date of payment
Total
expenses Less than More than
As at March 31, 2023
1 year 1-2 years 2-3 years 3 years
(i) MSME - - - - - -
(ii) Others 412.03 7.31 - - - 419.34
(iii) Disputed Dues – MSME - - - - - -
(iv) Disputed Dues – Others - - - - - -
Total 412.03 7.31 - - - 419.34
Note 23:
(a) Contract liabilities (Refer Note 26(a) and Note 26(b))
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Unearned revenue 938.18 771.97
Advance from customers 650.81 462.34
Total 1,588.99 1,234.31
(b) Revenue recognized that was included in contract liability balance at the beginning of the period:
(Rs in lakh)
(a) Transaction price allocated to remaining performance obligations (unsatisfied or partially unsatisfied)
as at March 31 Ware, as follows:
(Rs in lakh)
(B) Provisions
The closing balance of provisions as of March 31, 2023 aggregates Rs 325.92 lakh. Of such amount, provisions
amounting Rs 100 lakh (March 31, 2022 – Rs 100 lakh) relates to adjudication proceedings initiated by Regulator
/ Government agencies pertaining to certain Credit ratings assigned by the Company to its clients, which is still
in the process of being completed. Further, provision of Rs 225.92 lakh has been recognised in the current year
towards expected cost of cancellation of a long term contract for procurement of services.
Further, the Company has assessed the probability of outflow of resources on account of other pending litigations
and has concluded that the likelihood of outflow of resources in relation to such litigations is remote.
As at As at
Particulars
March 31, 2023 March 31, 2022
Opening balance 100.00 125.00
Charge/(Reversal) for the year 225.92 (15.00)
Payment - (10.00)
Closing balance 325.92 100.00
C) Guarantees given by Bank on behalf of the subsidiary company in respect of lien marked Deposits placed by the
Company for Rs 141.35 lakh (Previous Year Rs 141.35 lakh)
Gratuity (Funded)
Particulars As at As at
March 31, 2023 March 31, 2022
ii. Change in fair value of plan assets:
Opening fair value of the plan assets 831.34 936.45
Interest income 56.86 64.24
Expected return on plan assets (3.73) (10.14)
Contribution by the employer 216.13 131.58
Benefits paid (190.01) (290.79)
Closing fair value of the plan assets 910.60 831.34
iii. Net asset / (liability) recognized in the balance sheet
Present value of the funded defined benefit obligation at the end of the
(1,298.19) (1,176.76)
period
Fair value of plan assets 910.60 831.34
Net asset / (liability) (387.59) (345.42)
iv. Expenses recognized in the statement of profit and loss
Current service cost 122.76 198.59
Interest on defined benefit obligations 19.23 11.53
Past service cost - -
Amount recognized in statement of profit and loss 141.99 210.13
v. Re-measurements recognized in other comprehensive income (OCI):
Actuarial (gains)/losses on obligation for the period 112.59 (15.35)
Expected return on plan assets 3.73 10.14
Amount recognized in other comprehensive income (OCI) 116.32 (5.21)
vi. Maturity profile of defined benefit obligation:
Within the next 12 months 271.44 128.52
Between 1 and 5 years 760.36 526.67
Between 5 and 10 years 490.02 533.08
10 Years and above 313.27 873.26
vii. The major categories of plan assets as a percentage of total plan:
Insurer Managed Funds 100% 100%
viii. Actuarial Assumptions:
Discount rate (p.a.) 7.31% 6.84%
Expected return on plan assets (p.a.) 7.31% 6.84%
For service 4
For service 4 years
years and below
and below 25.00%
36.00% p.a.
Turnover rate p.a. For service 5
For service 5
years and
years and
above 10.00% p.a.
above 19.00% p.a.
Indian Assured Indian Assured
Lives Mortality Lives Mortality
Mortality tables
(2012-14) (2012-14)
Ultimate Ultimate
10.00% p.a. for the
Salary escalation Rate (p.a.) 10.00% p.a next 4 years, 8.00%
p.a. thereafter,
Retirement age 60 years 60 years
ix. Weighted average duration of defined benefit obligation 2.52 years 3.71 years
x. Sensitivity analysis for significant assumptions: *
Increase present value of defined benefits obligation at the end of the
1,298.19 1,176.76
year
1% increase in discount rate (49.39) (73.31)
1% decrease in discount rate 53.68 82.93
1% increase in salary escalation rate 30.57 41.02
1% decrease in salary escalation rate (30.37) (40.57)
1% increase in employee turnover rate 1.52 7.86
1% decrease in employee turnover rate (1.83) (8.97)
* The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions occurring
at the end of the reporting period, while holding all other assumptions constant. The present value of the projected benefit
obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same
method as applied in calculating the projected benefit obligation as recognized in the balance sheet. There was no change in
the methods and assumptions used in preparing the sensitivity analysis from prior years.
xiv. The Company’s expected contribution during next year is Rs 271.44 lakh
B. Compensated absences:
The compensated absences cover the Company’s liability for earned leave. Long term compensated
absences are determined on the basis of actuarial valuation made at the end of each financial year using
the projected unit credit method. Short term compensated absences are provided for based on estimates.
Amount recognized as an expense in respect of Compensated Absences is Rs 384.26 lakh (March 31, 2022 -
Rs 657.98 lakh)
D. Superannuation benefits:
Superannuation Benefits is contributed by the Company to Life Insurance Corporation of India (LIC) @ 10% of
basic salary with respect to certain employees.
Contribution to Superannuation Fund charged to Statement of Profit and Loss in Note 28 under the head
“Contribution to Provident and other Funds” is Rs 36.49 lakh (March 31, 2022 – 36.29 lakh).
C. Following transactions were carried out with the related parties in the ordinary course of business:
(Rs in lakh)
Name of the As at As at
Relationship Nature of transactions
related party March 31, 2023 March 31, 2022
CARE Risk Solutions Wholly owned
Loan given to CRSPL 817.60 592.40
Private Limited (CRSPL) subsidiary
Loan repaid by CRSPL 1,639.40 60.00
Interest on loan given to CRSPL 36.84 46.64
Reimbursement of expenses - 30.82
Professional fees paid to CRSPL - 22.50
Software development by
1.25 272.23
CRSPL for company
Expense related to ESOP
18.72 11.56
granted to CRSPL employees
Bank Guarantee commission - 0.71
Income from laptop rent 1.65 3.30
Fair value gain on Preference
- 49.75
shares
Dividend received by company - 0.50
Investments in equity shares 3,350.00 -
AMC of software 2.55 -
Manpower cost recharge 21.47 -
Capital work in progress 1.25 -
Rent income 2.52 -
CARE Ratings (Africa)
Subsidiary Royalty income from CRAF 23.94 18.05
Private Limited (CRAF)
Expense related to ESOP
2.72 15.32
granted to CRAF employee
Dividend received 68.48 55.70
CARE Advisory
Wholly owned
Research and Training Rent income 50.19 51.27
subsidiary
Limited (CART)
Reimbursement of expenses - 63.31
Investments in equity shares 1,000.00 -
Expense related to ESOP
9.53 -
granted to CART employees
Manpower cost recharge 20.93 -
Rent income from laptop 1.28 -
Professional fees paid to CART 21.80 -
Name of the As at As at
Relationship Nature of transactions
related party March 31, 2023 March 31, 2022
CARE Ratings Nepal
Subsidiary Dividend income from CRNL 33.55 31.85
Limited (CRNL)
Sitting fees income 1.14 0.40
Royalty income from CRNL 24.07 22.24
Independent
Mr. Najib Shah Director sitting fees 16.50 13.00
Director
Independent
Mr. Adesh Kumar Gupta Director sitting fees 18.50 14.50
Director
Independent
Dr. M Mathisekaran Director sitting fees 13.50 10.00
Director
Independent
Mr. Ananth Narayan Director
Director sitting fees 9.50 14.50
Gopalakrishnan (upto September
05, 2022)
Mrs. Sonal Gunvant Independent
Director sitting fees 16.00 14.50
Desai Director
Independent
Mr. V. Chandrasekaran Director sitting fees 19.00 12.00
Director
Non-Executive
Non-Independent
Ms. Shubhangi Soman Director Director sitting fees 7.50 NA
(upto November
24, 2022)
Independent
Mr. Gurumoorthy Director
Director sitting fees 5.50 NA
Mahalingam (w.e.f. November
21, 2022)
Non-Executive
Non-Independent
Mr. S.M.Jain Director sitting fees 1.50 NA
Director (w.e.f.
January 28, 2023)
D. Outstanding balances:
(Rs in lakh)
As at As at
Name of the related party Relationship Nature of transactions
March 31, 2023 March 31, 2022
CARE Risk Solutions Wholly owned Receivable related to ESOP
- 11.56
Private Limited (CRSPL) subsidiary granted to CRSPL Employees
Investments* 5,186.26 1,836.26
Loan Advances 110.60 932.40
Other liabilties - 172.33
CARE Ratings (Africa)
Subsidiary Investments 205.15 205.15
Private Limited (CRAF)
Receivable related to ESOP
18.04 15.32
granted to CRAF Employees
Royalty Receivable 23.85 17.39
CARE Advisory
Wholly owned
Research and Training Investments 1,450.00 450.00
subsidiary
Limited (CART)
Receivable related to ESOP
2.35 -
granted to CART Employees
CARE Ratings Nepal
Subsidiary Investments 159.91 159.91
Limited (CRNL)
Sitting fees receivable 0.43 -
Royalty Receivable 14.34 12.89
*During the year, the Company has recognized an impairment loss on non current assets i.e. investments in
subsidiaries of Rs 173.26 lakh
Other liabilities amounting Rs 172.33 lakh pertaining to payments outstanding in relation to development work
performed for certain intangible assets under development (refer note on impairment – note 52). During the year,
the same has been reversed and adjusted with intangible assets under development and the balance amount of
intangible assets under development has been impaired during the current year.
C. Fair Valuation:
The fair value of the options used to compute proforma net profit and Earnings per equity share have been done
by an independent valuer on thedate of grant using Black – Scholes-Merton Formula. The key assumptions and
the Fair Value are as under:
D. Details of the reserves arising from the share based payments wereas follows:
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Total Carrying Amount 645.00 786.66
As at As at
Particulars
March 31, 2023 March 31, 2022
B. Investments in equity instruments designated at Fair Value through other comprehensive income
As on March 31, 2023 and March 31, 2022, The Company has investments in ARC Ratings holding Limited of
20 Ordinary Shares of USD 22,600 each and 20,00,000 ordinary shares of RM 1 each in Malaysian Rating Corporation
Berhad. The Company has opted to designate these investments at Fair Value through Other comprehensive
income since these investments are not held for trading.
The fair value of each of these investments are as below:
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Financial assets at fair value through OCI:
- Malaysian Rating Corporation Berhad 1,748.20 1,748.20
- ARC Ratings Holdings Limited 744.20 744.20
Total 2,492.40 2,492.40
The Company has received Rs 34.91 lakh (Previous Year Rs 70.88 lakh ) as Dividend from Malaysian Rating
Corporation Berhad and has recognized in the Statement of Profit and Loss under Note –27 - Other Income.
Level 1:
This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2:
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximize the use of observable market data and rely as little as possible on company specific estimates. The
investment in mutual funds are valued using the closing Net Asset Value based on the mutual fund statements
received by the company. If all significant inputs required to fair value an instrument are observable, the instrument
is included in Level 2.
Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The fair valuation of investment in Equity Shares of Malaysian Rating Corporation Berhad and ARC Ratings Holdings
Limited is classified under Level 3. The details are given in the table below:
(Rs in lakh)
Particulars Level 1 Level 2 Level 3
As at March 31, 2023
Investments measured at
Fair Value through OCI - - 2,492.40
Fair Value through Profit and Loss - - -
Amortised cost 1,898.07 - -
As at March 31, 2022
Investments measured at
Fair Value through OCI - - 2,492.40
Fair Value through Profit and Loss - - -
Amortised cost 1,906.96 - -
For financial instruments other than covered above, their carrying values approximate their fair values.
There has been no transfers between level 1, level 2 and level 3 for the year ended March 31, 2023 and 2022.
The valuation of investments in Malaysian Rating Corporation Berhad and ARC Ratings Holding Limited has been
done by registered valuer.
The following methods and assumptions were used to estimate the fair values:
• The fair values of the quoted investments/units of mutual fund schemes are based on market price/net asset value
at the reporting date.
• The valuation of investments in equity shares of 2 companies classified as Fair Value through Other Comprehensive
Income have been determined with reference to the market multiples derived from quoted prices of companies
comparable to the investees and expected revenue of the investees. The estimate is adjusted for the effect of
non marketability of the relevant equity securities. There were no significant unobservable inputs other the
adjustment for the effect of non marketability. The estimated fair value would reduce in case the adjustment for
non marketability is increased and vice versa.
• The fair value of the remaining financial instruments is determined using discounted cash flow analysis. The
discount rates used is based on management estimates.
the management of these risks. The Company’s senior management ensures that the Company’s financial risk
activities are governed by appropriate policies and procedures and that financial risks are identified, measured and
managed in accordance with the Company’s policies and risk objectives.
The Management of the Company updates its Board of Directors on periodic basis about various risks to the business
and status of various activities planned to mitigate the risk.
The Company has exposure to the following risks arising from financial instruments:
(A) Market risk
Market risk is the risk that the fair value or future cash flows of such financial instrument will be impacted because
of various financial and non-financial market factors. The financial instruments affected by market risk include the
investment in Mutual Funds and investment in Equity Shares of companies incorporated and operating outside India.
There is no Interest rate risk since the Company does not hold any financial instrument whose fair value or future
cash flows will fluctuate because of changes in market interest rates.
Refer note 8 Trade receivables for ageing of trade receivables which reflects credit risk exposure of the Company.
As per the provision matrix receivables are classified into different bucket based on the overdue period, buckets
range from 12 months - 18 months, 18 months - 24 months and more than 24 months. The norms of provisioning
on the same range are from 50% - 100% (which was 25% - 100% in previous year). The management, on a case to
case basis may decide to provide or write of at a higher rate with reasons whenever felt necessary.
(Rs in lakh)
The following is the break-up of current and non-current Lease liabilities as at March 31, 2023
(Rs in lakh)
Year Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Current lease liabilities 123.56 238.97
Non-current lease liabilities 1,241.46 183.04
Total 1,365.02 422.01
The following is the movement in Lease liabilities during the year ended March 31, 2023:
(Rs in lakh)
Year Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year 422.01 648.90
Additions 1,348.53 25.27
Deletions (178.15) (18.71)
Finance costs accrued during the period 69.94 39.64
Payment of lease liabilities (297.32) (273.09)
Balance at the end of the year 1,365.01 422.01
The table below provides details regarding the contractual maturities of Lease liabilities on an undiscounted basis:
Year Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Less than one year 245.56 270.23
One to five years 869.95 185.44
More than five years 894.76 -
The total cash outflow for leases is Rs 307.04 lakh for the Year ended March 31, 2023, including cash outflow for short
term and low value leases.
As at As at
Particulars
March 31, 2023 March 31, 2022
Amount required to be spent during the year 191.62 237.15
Amount of expenditure incurred during the year 191.62 237.15
Shortfall at the end of the year - -
Total of previous years shortfall Nil Nil
Reason for shortfall N.A. N.A.
Health care, Providing sustainable
Health care, education,
livelihood among young people and
community development,
women through green initiatives
Nature of CSR activities mid-day meals, nutritional
& entrepreneurship development,
food to aanganwadi
Health and Nutrition, Sustainable
children, computers
livelihood, Education.
Details of related party transactions in CSR N.A. N.A.
Whether provision is created for contractual
N.A. N.A.
obligation
Note 48: Disclosure as per Section 186(4) of the Companies Act, 2013
A. Details of Inter-Corporate Loans / Guarantees granted during the year as below:
During the year FY22-23, the company had granted unsecured loans amounting to Rs 707 lakh to its wholly owned
subsidiary CARE Risk Solutions Private Limited for meeting working capital requirements. CARE Risk Solutions
Private Limited had repaid the entire outstanding loan amounting to Rs 1,639.40 lakh on August 3, 2022. This
repayment was made from capital infusion of Rs 33.50 crores made in the form of equity shares by Care Ratings
Limited on August 1, 2022.
Further, Care Ratings Limited had granted unsecured loan in November 2022 amounting to Rs 110.60 lakh (previous
year = Rs 592.40 lakh) (closing balance – Rs 110.60 lakh, previous year – Rs 932.40 lakh) to CARE Risk Solutions
Private Limited. The rate of interest was to be determined with reference to specific benchmark rates. There are no
specified repayment dates for these loans.
Note 50:
(a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) No funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
Note 51:
The Board of Directors at its meeting held on July 20, 2022, approved a proposal for buy-back of up to 23,68,000
fully paid-up equity shares of face value of Rs 10/- each (representing 7.99% of the total issued, subscribed and paid-
up equity share capital of the Company as on March 31, 2022) by way of a tender offer at a price of Rs 515/- per
equity share, payable in cash for an aggregate amount not exceeding Rs 1,21,95,20,000/- (“Buy-back”), in accordance
with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended and the
Companies Act, 2013 and the rules made thereunder. The Buy-back was approved by shareholders by means of a
special resolution through postal ballot on September 2, 2022. The Tendering Period of the Buy-back was concluded
on December 1, 2022. Capital Redemption Reserve was created to the extent of share capital extinguished (Rs 0.42
lakh). The Company bought back 4,199 equity shares out of shares that were tendered by the eligible shareholders
and extinguished the Equity Shares on December 19, 2022. The related expenses were appropriately recognized
directly in other equity (adjusted against securities premium).
Note 53:
There are no funds advanced or loaned or invested by the Company or received by the Company to / from any other
persons or entities, including foreign entities (Intermediaries / Funding Parties).
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Our opinion on the consolidated financial statements The respective Board of Directors of the companies
does not cover the other information and we do not included in the Group are responsible for overseeing
express any form of assurance conclusion thereon. the financial reporting process of each company.
In connection with our audit of the consolidated
financial statements, our responsibility is to read the Auditor’s Responsibilities for the Audit of the
other information and, in doing so, consider whether Consolidated Financial Statements
the other information is materially inconsistent with the Our objectives are to obtain reasonable assurance
consolidated financial statements or our knowledge about whether the consolidated financial statements
obtained in the audit or otherwise appears to be materially as a whole are free from material misstatement,
misstated. If, based on the work we have performed, we whether due to fraud or error and to issue an auditor’s
conclude that there is a material misstatement of this report that includes our opinion. Reasonable assurance
other information, we are required to report that fact. We is a high level of assurance, but is not a guarantee
have nothing to report in this regard. that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Management’s and Board of Directors’ Misstatements can arise from fraud or error and are
Responsibilities for the Consolidated Financial considered material if, individually or in the aggregate,
Statements they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
The Holding Company’s Management and Board of
consolidated financial statements.
Directors are responsible for the preparation and
presentation of these consolidated financial statements As part of an audit in accordance with SAs, we exercise
in term of the requirements of the Act that give a professional judgment and maintain professional
true and fair view of the consolidated state of affairs, skepticism throughout the audit. We also:
consolidated profit/ loss and other comprehensive • Identify and assess the risks of material
income, consolidated statement of changes in equity and misstatement of the consolidated financial
consolidated cash flows of the Group in accordance with statements, whether due to fraud or error, design
the accounting principles generally accepted in India, and perform audit procedures responsive to those
including the Indian Accounting Standards (Ind AS) risks and obtain audit evidence that is sufficient
specified under Section 133 of the Act. The respective and appropriate to provide a basis for our opinion.
Management and Board of Directors of the companies The risk of not detecting a material misstatement
included in the Group are responsible for maintenance resulting from fraud is higher than for one resulting
of adequate accounting records in accordance with from error, as fraud may involve collusion, forgery,
the provisions of the Act for safeguarding the assets of intentional omissions, misrepresentations, or the
each company and for preventing and detecting frauds override of internal control.
and other irregularities; the selection and application
of appropriate accounting policies; making judgments • Obtain an understanding of internal control
and estimates that are reasonable and prudent; relevant to the audit in order to design
and the design, implementation and maintenance audit procedures that are appropriate in the
of adequate internal financial controls, that were circumstances. Under Section 143(3)(i) of the
operating effectively for ensuring the accuracy and Act, we are also responsible for expressing our
completeness of the accounting records, relevant to opinion on whether the company has adequate
the preparation and presentation of the consolidated internal financial controls with reference to
financial statements that give a true and fair view and financial statements in place and the operating
are free from material misstatement, whether due to effectiveness of such controls.
fraud or error, which have been used for the purpose of • Evaluate the appropriateness of accounting
preparation of the consolidated financial statements by policies used and the reasonableness of
the Management and Board of Directors of the Holding accounting estimates and related disclosures
Company, as aforesaid. made by the Management and Board of Directors.
In preparing the consolidated financial statements, • Conclude on the appropriateness of the
the respective Management and Board of Directors of Management and Board of Directors use of the
the companies included in the Group are responsible going concern basis of accounting in preparation
for assessing the ability of each company to continue of consolidated financial statements and, based
as a going concern, disclosing, as applicable, matters on the audit evidence obtained, whether a
related to going concern and using the going concern material uncertainty exists related to events or
basis of accounting unless the respective Board of conditions that may cast significant doubt on the
Directors either intends to liquidate the Company or appropriateness of this assumption. If we conclude
to cease operations, or has no realistic alternative but that a material uncertainty exists, we are required
to do so. to draw attention in our auditor’s report to the
related disclosures in the consolidated financial
c. The consolidated balance sheet, the the best of their knowledge and belief,
consolidated statement of profit and loss other than as disclosed in the Note 51 to
(including other comprehensive income), the the consolidated financial statements, no
consolidated statement of changes in equity funds have been advanced or loaned or
and the consolidated statement of cash flows invested (either from borrowed funds or
dealt with by this Report are in agreement with share premium or any other sources or kind
the relevant books of account maintained for of funds) by the Holding Company or any
the purpose of preparation of the consolidated of such subsidiary companies to or in any
financial statements. other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
d. In our opinion, the aforesaid consolidated
the understanding, whether recorded in
financial statements comply with the Ind AS
writing or otherwise, that the Intermediary
specified under Section 133 of the Act.
shall directly or indirectly lend or invest in
e. On the basis of the written representations other persons or entities identified in any
received from the directors of the Holding manner whatsoever by or on behalf of the
Company as on March 31, 2023 taken on Holding Company or any of such subsidiary
record by the Board of Directors of the companies (“Ultimate Beneficiaries”) or
Holding Company and the reports of the provide any guarantee, security or the like
statutory auditors of its subsidiary companies on behalf of the Ultimate Beneficiaries.
incorporated in India, none of the directors of
(ii) The management of the Holding Company
the Group companies incorporated in India is
and its subsidiary companies incorporated
disqualified as on March 31, 2023 from being
in India whose financial statements
appointed as a director in terms of Section
have been audited under the Act have
164(2) of the Act.
represented to us and the other auditors of
f. With respect to the adequacy of the internal such subsidiary companies that, to the best
financial controls with reference to financial of their knowledge and belief, other than as
statements of the Holding Company and its disclosed in the Note 51 to the consolidated
subsidiary companies incorporated in India and financial statements, no funds have been
the operating effectiveness of such controls, received by the Holding Company or any
refer to our separate Report in “Annexure B”. of such subsidiary companies from any
person(s) or entity(ies), including foreign
B. With respect to the other matters to be included
entities (“Funding Parties”), with the
in the Auditor’s Report in accordance with
understanding, whether recorded in writing
Rule 11 of the Companies (Audit and Auditors)
or otherwise, that the Holding Company
Rules, 2014, in our opinion and to the best of our
or any of such subsidiary companies shall
information and according to the explanations
directly or indirectly, lend or invest in
given to us and based on the consideration of the
other persons or entities identified in any
reports of the other auditors on separate financial
manner whatsoever by or on behalf of the
statements of the subsidiaries, as noted in the
Funding Parties (“Ultimate Beneficiaries”)
“Other Matters” paragraph:
or provide any guarantee, security or the
a. The consolidated financial statements disclose like on behalf of the Ultimate Beneficiaries.
the impact of pending litigations as at March 31,
(iii) Based on the audit procedures performed
2023 on the consolidated financial position of
that have been considered reasonable and
the Group. Refer Note 34B to the consolidated
appropriate in the circumstances, nothing
financial statements.
has come to our notice that has caused us
b. The Group did not have any material to believe that the representations under
foreseeable losses on long-term contracts sub-clause (i) and (ii) of Rule 11(e), as
including derivative contracts during the year provided under (i) and (ii) above, contain
ended March 31, 2023. any material misstatement.
c. There has been no delay in transferring amounts e. The final dividend paid by the Company during
to the Investor Education and Protection Fund the year in respect of the same declared for
by the Holding Company during the year ended the previous year is in accordance with section
March 31, 2023. 123 of the Companies Act 2013 to the extent it
applies to payment of dividend.
d (i) The management of the Holding Company
and its subsidiary companies incorporated The interim dividend declared and paid by the
in India whose financial statements Company during the year and until the date of
have been audited under the Act have this audit report is in accordance with section
represented to us and the other auditors 123 of the Companies Act 2013.
of such subsidiary companies that, to
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIA5374
Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements of CARE
Ratings Limited for the year ended March 31, 2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
(xxi) In our opinion and according to the information and explanations given to us, following companies incorporated
in India and included in the consolidated financial statements, have unfavourable remarks, qualification or
adverse remarks given by its respective auditors in their reports under the Companies (Auditor’s Report) Order,
2020 (CARO):
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIA5374
(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
Opinion
In conjunction with our audit of the consolidated financial statements of CARE Ratings Limited (hereinafter referred
to as “the Holding Company”) as of and for the year ended March 31, 2023, we have audited the internal financial
controls with reference to financial statements of the Holding Company and such companies incorporated in India
under the Act which are its subsidiary companies, as of that date.
In our opinion, the Holding Company and such companies incorporated in India which are its subsidiary companies,
have, in all material respects, adequate internal financial controls with reference to financial statements and such
internal financial controls were operating effectively as at March 31, 2023, based on the internal financial controls
with reference to financial statements criteria established by such companies 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”).
Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to 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 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 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 financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included obtaining an understanding of internal financial controls with
reference to financial statements, assessing the risk that a material weakness exists and testing and evaluating the
design and operating effectiveness of internal control 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 audit
opinion on the internal financial controls with reference to financial statements.
Ajit Viswanath
Partner
Place: Mumbai Membership No.: 067114
Date: May 11, 2023 ICAI UDIN:23067114BGWPIA5374
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
B. Other Equity
B. Other Equity
* Amount of Rs 652.80 lakh includes Rs 23.79 lakh relating to options issued to employees of subsidaries.
Statutory
189
Statements
Consolidated Statement of Changes In Equity
For the year ended March 31, 2023
The description of the nature and purpose of each reserve within equity is as follows:
d. General reserve
In Earlier years, the Company has transferred a portion of the net profits of the Company before declaring dividends
to General Reserve.
Mandatory transfer to General reserve is not required under the Companies Act, 2013
f. Retained earnings
Retained earnings are the profits that the Company has earned till date after appropriation of profits.
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
Note: 1
Group overview and significant accounting policies capital for their various requirements and assists the
investors to form an informed investments decision
1.1 Company Overview: based on the credit risk and their own risk return
CARE Ratings Limited (‘the Holding Company’ or expectations. The Company has its registered office
‘the Company’ or ‘CARE’), commenced its operations and head office both located in Mumbai. In addition,
in April 1993 has established itself as the leading CARE Ratings has regional offices at Ahmedabad,
credit rating agency of India. The Company provides Bengaluru, Chennai, Coimbatore, Hyderabad,
various credit ratings that the corporates to raise Kolkata, New Delhi and Pune.
Summary of Significant Accounting Policies • Equity settled share based payments measured
at fair value on grant date.
2.1 Basis of preparation
The Group has prepared the financial statements
The consolidated financial statements of the Group on the basis that it will continue to operate as a
have been prepared in accordance with Indian going concern.
Accounting Standards (Ind AS) notified under
the Companies (Indian Accounting Standards) 2.2 Basis of consolidation
Rules, 2015 (as amended from time to time) and
presentation requirements of Division II of Schedule “The consolidated financial statements comprise
III to the Companies Act, 2013, (Ind AS compliant the financial statements of the Company and its
Schedule III), as applicable. subsidiaries as at March 31, 2023. Control is achieved
when the Group is exposed, or has rights, to variable
The consolidated financial statements were returns from its involvement with the investee and
approved for issue by the Board of Directors on has the ability to affect those returns through its
May 11, 2023. There are no subsequent events that power over the investee. Specifically, the Group
impacts the consolidated financial statement. controls an investee if and only if the Group has:
The financial statements have been prepared on a • Power over the investee (i.e. existing rights that
historical cost basis, except for the following which give it the current ability to direct the relevant
have been measured at fair value: activities of the investee)
• Fair value of Plan assets as reduced by defined • Exposure, or rights, to variable returns from its
benefit obligations; involvement with the investee and
• Certain financial assets and liabilities measured • The ability to use its power over the investee to
at fair value (refer accounting policy regarding affect its returns
financial instruments); and
Generally, there is a presumption that a majority (b) Offset (eliminate) the carrying amount of the
of voting rights result in control. To support this parent’s investment in each subsidiary and the
presumption and when the Group has less than parent’s portion of equity of each subsidiary.
a majority of the voting or similar rights of an Business combinations policy explains how to
investee, the Group considers all relevant facts and account for any related goodwill.”
circumstances in assessing whether it has power
(c) Eliminate in full intragroup assets and liabilities,
over an investee, including:
equity, income, expenses and cash flows
• The contractual arrangement with the other relating to transactions between entities of
vote holders of the investee the group (profits or losses resulting from
intragroup transactions that are recognised
• Rights arising from other contractual
in assets, such as fixed assets, are eliminated
arrangements
in full). Intragroup losses may indicate an
• The Group’s voting rights and potential impairment that requires recognition in the
voting rights consolidated financial statements. Ind AS 12
Income Taxes applies to temporary differences
• The size of the group’s holding of voting that arise from the elimination of profits and
rights relative to the size and dispersion of the losses resulting from intragroup transactions.
holdings of the other voting rights holders
Profit or loss and each component of other
The Group re-assesses whether or not it controls comprehensive income (OCI) are attributed to
an investee if facts and circumstances indicate the equity holders of the parent of the Group
that there are changes to one or more of the three and to the non-controlling interests, even if this
elements of control. Consolidation of a subsidiary results in the non-controlling interests having a
begins when the Group obtains control over the deficit balance. When necessary, adjustments
subsidiary and ceases when the Group loses control are made to the financial statements of
of the subsidiary. Assets, liabilities, income and subsidiaries to bring their accounting policies
expenses of a subsidiary acquired or disposed of into line with the Group’s accounting policies.
during the year are included in the consolidated All intra-group assets and liabilities, equity,
financial statements from the date the Group gains income, expenses and cash flows relating to
control until the date the Group ceases to control transactions between members of the Group
the subsidiary. are eliminated in full on consolidation.
Consolidated financial statements are prepared using A change in the ownership interest of a
uniform accounting policies for like transactions and subsidiary, without a loss of control, is
other events in similar circumstances. If a member of accounted for as an equity transaction. If the
the Group uses accounting policies other than those Group loses control over a subsidiary, it:
adopted in the consolidated financial statements for
like transactions and events in similar circumstances, • Derecognises the assets (including
appropriate adjustments are made to that Group goodwill) and liabilities of the subsidiary
member’s financial statements in preparing the at their carrying amounts at the date when
consolidated financial statements to ensure control is lost
conformity with the Group’s accounting policies.
• Derecognises the carrying amount of any
The financial statements of all entities used for the non-controlling interests
purpose of consolidation are drawn up to same
reporting date as that of the parent company, • Derecognises the cumulative translation
i.e., year ended on March 31, When the end of differences recorded in equity
the reporting period of the parent is different
• Recognises the fair value of the
from that of a subsidiary, the subsidiary prepares,
consideration received
for consolidation purposes, additional financial
information as of the same date as the financial • Recognises the fair value of any investment
statements of the parent to enable the parent retained
to consolidate the financial information of the
subsidiary, unless it is impracticable to do so. • Recognises any surplus or deficit in profit
or loss
Consolidation procedure:
• Recognise that distribution of shares
(a) Combine like items of assets, liabilities, equity,
of subsidiary to Group in Group’s capacity
income, expenses and cash flows of the parent
as owners
with those of its subsidiaries. For this purpose,
income and expenses of the subsidiary are • Reclassifies the parent’s share of components
based on the amounts of the assets and previously recognised in OCI to profit or loss
liabilities recognised in the consolidated or transferred directly to retained earnings,
financial statements at the acquisition date. if required by other Ind AS as would be
required if the Group had directly disposed
of the related assets or liabilities
2.2 Summary of significant accounting policies As a matter of prudent policy and on the basis
of past experience of recoverability of income,
a. Use of estimates
fees in respect of certain defined categories of
The preparation of the financial statements in clients are recognized when there is reasonable
conformity with Ind AS requires management certainty of ultimate collection.
to make judgments, estimates and assumptions
that affect the application of accounting Defined benefit plans
policies and the reported amounts of assets, The cost of the defined benefit gratuity plan
liabilities, income and expenses. Uncertainty and the present value of the gratuity obligation
about these assumptions and estimates could are determined using actuarial valuations. An
result in outcomes that require a material actuarial valuation involves making various
adjustment to the carrying amount of assets assumptions that may differ from actual
or liabilities affected in future periods. Actual developments in the future. These include
results may differ from these estimates. the determination of the discount rate, future
Estimates and underlying assumptions are salary increases and mortality rates. Due to the
reviewed on an ongoing basis. Revisions to complexities involved in the valuation and its
accounting estimates are recognized in the long-term nature, a defined benefit obligation
year in which the estimates are revised and is highly sensitive to changes in these
in any future periods affected. In particular, assumptions. All assumptions are reviewed at
information about significant areas of each reporting date.
estimation, uncertainty and critical judgments
in applying accounting policies that have Share based payment
the most significant effect on the amounts Employees Stock Options Plans (“ESOPs”):
recognized in the financial statements are The grant date fair value of options granted to
included in the following notes: employees is recognized as an employee expense,
with a corresponding increase in liability
Useful Lives of Property, Plant & Equipment: towards recharge arrangements with the Parent,
The Group uses its technical expertise over the period that the employees become
along with historical and industry trends for unconditionally entitled to the options. The
determining the economic life of an asset/ expense is recorded for each separately vesting
component of an asset. The useful lives are portion of the award as if the award was, in
reviewed by management periodically and substance, multiple awards.. The amount
revised, if appropriate. In case of a revision, the recognized as an expense is adjusted to reflect
unamortised depreciable amount is charged the actual number of stock options that vest.
over the remaining useful life of the assets.
Impairment of goodwil
Fair value measurement of Financial Instruments Goodwill is required to be tested for impairment
When the fair values of financial assets and at least on an annual basis. Impairment is
financial liabilities recorded in the balance sheet determined for goodwill by assessing the
cannot be measured based on quoted prices recoverable amount of each CGU (or group
in active markets, their fair value is measured of CGUs) to which the goodwill relates. When
using valuation techniques. The inputs for the recoverable amount of the CGU is less than
valuation techniques are taken from observable it’s carrying amount, an impairment loss is
market where possible, but where this is not recognised. Impairment losses relating to
feasible, a degree of judgment is required in goodwill cannot be reversed in future periods.
establishing fair values. Judgments include b. Current versus non-current classification
considerations of inputs such as liquidity risk,
credit risk and volatility. The Group presents assets and liabilities in the
balance sheet based on current/ non-current
Revenue classification. An asset is treated as current
when it is:
The Group recognizes the revenue measured
at the fair value of consideration received or • Expected to be realised or intended to be
receivable. sold or consumed in normal operating cycle
The Group uses various judgments and estimates • Held primarily for the purpose of trading
to assess the efforts required for completion of
various activities in the rating process. Based on • Expected to be realised within twelve
assessment, the Group defines the percentage months after the reporting period, or
completion to be applied to measure income to
be recognized from initial rating and surveillance • Cash or cash equivalent unless restricted
during the year. from being exchanged or used to settle a
liability for at least twelve months after the
reporting period.
All other assets are classified as non-current items measured at fair value is treated in line
A liability is current when: with the recognition of the gain or loss on the
change in fair value of the item (i.e., translation
• It is expected to be settled in normal differences on items whose fair value gain or
operating cycle loss is recognised in OCI or profit or loss are also
• It is held primarily for the purpose of trading recognised in OCI or profit or loss, respectively).
In determining the spot exchange rate to use on
• It is due to be settled within twelve months
initial recognition of the related asset, expense
after the reporting period, or
or income (or part of it) on the derecognition of
• There is no unconditional right to defer the a non-monetary asset or non-monetary liability
settlement of the liability for at least twelve relating to advance consideration, the date of
months after the reporting period the transaction is the date on which the Group
initially recognises the non-monetary asset or
The terms of the liability that could, at the option non-monetary liability arising from the advance
of the counterparty, result in its settlement by consideration. If there are multiple payments or
the issue of equity instruments do not affect its receipts in advance, the Group determines the
classification. transaction date for each payment or receipt of
The Group classifies all other liabilities as advance consideration.
non-current. d. Fair value measurement
Deferred tax assets and liabilities are classified The Group measures financial instruments,
as non-current assets and liabilities. such as investments in mutual funds and equity
The operating cycle is the time between the shares at fair value at each balance sheet date.
acquisition of assets for processing and their Fair value is the price that would be received
realisation in cash and cash equivalents. The to sell an asset or paid to transfer a liability
Group has identified twelve months as its in an orderly transaction between market
operating cycle. participants at the measurement date. The fair
c. Foreign currencies value measurement is based on the presumption
that the transaction to sell the asset or transfer
The Group’s consolidated financial statements the liability takes place either:
are presented in Rs, which is also the parent
company’s functional currency. For each entity • In the principal market for the asset or
the Group determines the functional currency liability, or
and items included in the financial statements of
• In the absence of a principal market, in the
each entity are measured using that functional
most advantageous market for the asset
currency. The Group uses the direct method
or liability
of consolidation and on disposal of a foreign
operation the gain or loss that is reclassified The principal or the most advantageous market
to profit or loss reflects the amount that arises must be accessible by the Group.
from using this method.
The fair value of an asset or a liability is
Transactions and balances measured using the assumptions that market
participants would use when pricing the asset
Transactions in foreign currencies are initially
or liability, assuming that market participants
recorded by the Group at their respective
act in their economic best interest.
functional currency spot rates at the date the
transaction first qualifies for recognition. A fair value measurement of a non-financial
asset takes into account a market participant’s
Monetary assets and liabilities denominated
ability to generate economic benefits by using
in foreign currencies are translated at the
the asset in its highest and best use or by selling
functional currency spot rates of exchange at
it to another market participant that would use
the reporting date.
the asset in its highest and best use.
Exchange differences arising on settlement or
The Group uses valuation techniques that
translation of monetary items are recognised in
are appropriate in the circumstances and for
profit or loss.
which sufficient data are available to measure
Non-monetary items that are measured in fair value, maximising the use of relevant
terms of historical cost in a foreign currency are observable inputs and minimising the use of
translated using the exchange rates at the dates unobservable inputs.
of the initial transactions. Non-monetary items
All assets and liabilities for which fair value
measured at fair value in a foreign currency are
is measured or disclosed in the standalone
translated using the exchange rates at the date
financial statements are categorised within the
when the fair value is determined. The gain or
fair value hierarchy, described as follows, based
loss arising on translation of non-monetary
on the lowest level input that is significant to
the fair value measurement as a whole (Note 42 Revenue also excludes taxes collected from
Fair value measurement): customers. The terms of payment typically
for such arrangements are generally
• Level 1 — Quoted (unadjusted) market payable within 30-60 days of presentation
prices in active markets for identical assets of invoice.
or liabilities
The Group exercises judgement in
• Level 2 — Valuation techniques for which determining whether the performance
the lowest level input that is significant to obligation is satisfied at a point in time or
the fair value measurement is directly or over a period of time. The Group considers
indirectly observable indicators such as how customer consumes
• Level 3 — Valuation techniques for which benefits as services are rendered or who
the lowest level input that is significant to controls the asset as it is being created or
the fair value measurement is unobservable existence of enforceable right to payment
for performance to date and alternate use
For assets and liabilities that are recognised of such service, transfer of significant risks
in the standalone financial statements on a and rewards to the customer, acceptance
recurring basis, the Group determines whether of delivery by the customer, etc.
transfers have occurred between levels in the
hierarchy by re-assessing categorisation (based For each performance obligation
on the lowest level input that is significant to identified, the Group determines at
the fair value measurement as a whole) at the contract inception whether it satisfies
end of each reporting period. the performance obligation over time or
satisfies the performance obligation at a
External valuers are involved for valuation point in time. If the Group does not satisfy
of significant assets, such as unquoted a performance obligation over time (similar
financial assets. to percentage completion method), the
For the purpose of fair value disclosures, performance obligation is considered to
the Group has determined classes of assets be satisfied at a point in time (similar to
and liabilities on the basis of the nature, completed contract method).
characteristics and risks of the asset or liability • Recognising revenue over time: For
and the level of the fair value hierarchy as each performance obligation satisfied
explained above. over time the Group recognises
This note summarises accounting policy for fair revenue over time by measuring the
value. Other fair value related disclosures are progress towards complete satisfaction
given in the relevant notes. of that performance obligation. The
objective when measuring progress
• Disclosures for valuation methods, is to depict the Group’s performance
significant estimates and assumptions in transferring control of services
promised to the customer (i.e. the
• Quantitative disclosures of fair value
satisfaction of an entity’s performance
measurement hierarchy
obligation). The Group uses input
• Financial instruments (including those method to measure the progress
carried at amortised cost) achieved towards satisfaction of the
performance obligation.
e. Revenue recognition
• Recognising revenue at a point in time:
i) Revenue from contract with customer Revenue is recognised on satisfaction of
the respective performance obligation.
The Group earns revenue primarily from
Factors which are considered in
rendering rating and other related services,
determining whether the performance
rendering financial and management
obligation is satisfied completely
advisory services and providing license
include applicable contractual terms,
implementation and customization services.
milestones indicative of satisfactory
Revenue is recognised upon transfer of completion of performance obligation,
control of promised services to customers history of client acceptance for similar
in an amount that reflects the consideration products etc.
which the Group expects to receive in
Contract assets
exchange for those services.
Contract assets are recognised when there
Revenue is measured based on the
is excess of revenue earned over billings on
transaction price, which is the consideration,
contracts. Contract assets are classified as trade
adjusted for volume discounts, price
receivables (only act of invoicing is pending)
concessions and incentives, if any, as
when there is unconditional right to receive
specified in the contract with the customer.
cash and only passage of time is required, as income or in equity). Current tax items are
per contractual terms. In other cases this is recognised in correlation to the underlying
classified as a non financial asset. transaction either in OCI or directly in equity.
Management periodically evaluates positions
Contract liabilities taken in the tax returns with respect to
Unearned and deferred revenue (“contract situations in which applicable tax regulations
liability”) is recognised when there is billings in are subject to interpretation and considers
excess of revenues whether it is probable that a taxation authority
will accept an uncertain tax treatment. The
Trade receivables Group shall reflect the effect of uncertainty for
each uncertain tax treatment by using either
A receivable is recognised if an amount of
most likely method or expected value method,
consideration that is unconditional (i.e., only the
depending on which method predicts better
passage of time is required before payment of
resolution of the treatment.
the consideration is due). Refer to accounting
policies of financial assets in section (p) Deferred tax
Financial instruments – initial recognition and
subsequent measurement. Deferred tax is recognised on temporary
differences between the carrying
ii) Other income amounts for financial reporting purposes
and the corresponding amounts used for
Interest income
taxation purposes.
Interest income is recognised using the Deferred tax liabilities are recognised for all
effective interest rate method. The effective taxable temporary differences, except:
interest rate is the rate that exactly discounts
estimated future cash receipts through the • When the deferred tax liability arises
expected life of the financial asset to the from the initial recognition of goodwill or
gross carrying amount of a financial asset. an asset or liability in a transaction that
When calculating the effective interest rate, is not a business combination and, at the
the Group estimates the expected cash time of the transaction, affects neither the
flows by considering all the contractual accounting profit nor taxable profit or loss
terms of the financial instrument but does
Deferred tax assets are recognised for all
not consider the expected credit losses.
deductible temporary differences, the carry
Dividend income forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to
Dividends are recognised in the Statement the extent that it is probable that taxable profit
of Profit and Loss only when the right will be available against which the deductible
to receive payment is established, it is temporary differences and the carry forward of
probable that the economic benefits unused tax credits and unused tax losses can
associated with the dividend will flow to be utilised, except:
the Group and the amount of the dividend
can be measured reliably. • When the deferred tax asset relating
to the deductible temporary difference
Sale of investments arises from the initial recognition of an
asset or liability in a transaction that is
Difference between the sale price and
not a business combination and, at the
carrying value of investment as determined
time of the transaction, affects neither the
at the end of the previous year is recognized
accounting profit nor taxable profit or loss
as profit or loss on sale / redemption on
investment on trade date of transaction. The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
f. Taxes
to the extent that it is no longer probable that
Current income tax sufficient taxable profit will be available to
allow all or part of the deferred tax asset to
Current income tax assets and liabilities be utilised. Unrecognised deferred tax assets
are measured at the amount expected to are re-assessed at each reporting date and are
be recovered from or paid to the taxation recognised to the extent that it has become
authorities. The tax rates and tax laws used to probable that future taxable profits will allow
compute the amount are those that are enacted the deferred tax asset to be recovered.
or substantively enacted, at the reporting date
in the countries where the Group operates and Deferred tax assets and liabilities are measured
generates taxable income. at the tax rates that are expected to apply in the
year when the asset is realised, or the liability is
Current income tax relating to items recognised settled, based on tax rates (and tax laws) that
outside profit or loss is recognised outside have been enacted or substantively enacted at
profit or loss (either in other comprehensive the reporting date.
Deferred tax relating to items recognised Category of assets Useful life (in years)
outside profit or loss is recognised outside
profit or loss (either in other comprehensive Furniture and Fixtures 10
income or in equity). Deferred tax items are Office Equipments 5
recognised in correlation to the underlying
Computers 3
transaction either in OCI or directly in equity.
Vehicles 8
The Group offsets deferred tax assets and
deferred tax liabilities if and only if it has a Electrical Installations 10
legally enforceable right to set off current Buildings 30-60
tax assets and current tax liabilities and the
deferred tax assets and deferred tax liabilities Depreciation on additions is being provided on
relate to income taxes levied by the same a pro rata basis from the date of such additions.
taxation authority on either the same taxable Depreciation on sale or disposal is provided
entity or different taxable entities which intend on a pro rata basis till the date of such sale or
either to settle current tax liabilities and assets disposal.
on a net basis, or to realise the assets and settle
the liabilities simultaneously, in each future The Group reviews the estimated residual
period in which significant amounts of deferred values and expected useful lives of assets at
tax liabilities or assets are expected to be least annually.
settled or recovered. An item of property, plant and equipment
g. Property, plant and equipment and any significant part initially recognised
is derecognised upon disposal or when no
Capital work in progress is stated at cost, net of future economic benefits are expected from
accumulated impairment loss, if any. Plant and its use or disposal. Any gain or loss arising on
equipment are stated at cost, net of accumulated derecognition of the asset (calculated as the
depreciation and accumulated impairment difference between the net disposal proceeds
losses, if any. Cost of an item of property, plant and the carrying amount of the asset) is
and equipment comprises its purchase price, included in the statement of profit and loss
including import duties and non-refundable when the asset is derecognised.
purchase taxes, after deducting trade discounts
and rebates, any directly attributable cost of The residual values, useful lives and methods of
bringing the item to its working condition for its depreciation of property, plant and equipment
intended use and estimated cost of dismantling are reviewed at each financial year end and
and removing the item and restoring the site adjusted prospectively, if appropriate.
on which it is located. Such cost includes h. Intangible assets
the cost of replacing part of the plant and
equipment and borrowing costs for long-term Intangible assets acquired separately are
construction projects if the recognition criteria measured on initial recognition at cost.
are met. All other repair and maintenance costs Following initial recognition, intangible assets
are recognised in profit or loss as incurred. are carried at cost less any accumulated
The present value of the expected cost for the amortisation and accumulated impairment
decommissioning of an asset after its use is losses. Internally generated intangibles,
included in the cost of the respective asset if excluding capitalised development costs, are
the recognition criteria for a provision are met. not capitalised and the related expenditure is
Subsequent expenditure is capitalized only if it reflected in profit or loss in the period in which
is probable that the future economic benefits the expenditure is incurred.
associated with the expenditure will flow to The useful lives of intangible assets are assessed
the Group. as either finite or indefinite.
Advances paid towards acquisition of PPE Intangible assets with finite lives are amortised
outstanding at each Balance Sheet date is over the useful economic life and assessed for
classified as capital advances under other impairment whenever there is an indication
noncurrent assets that the intangible asset may be impaired.
Depreciation on PPE is the systematic allocation The amortisation period and the amortisation
of the depreciable amount over its useful life method for an intangible asset with a finite
and is provided on a straight line basis over useful life are reviewed at least at the end
such useful lives as prescribed in Schedule II of of each reporting period. Changes in the
the Companies Act, 2013. expected useful life or the expected pattern
of consumption of future economic benefits
The Group has established the estimated range embodied in the asset are considered to
of useful lives for different categories of PPE modify the amortisation period or method,
as follows: as appropriate and are treated as changes in
accounting estimates.
payments) or a change in the assessment of can be justified. In any case, this growth rate
an option to purchase the underlying asset. does not exceed the long-term average growth
rate for the products, industries, or country or
ii) Short-term leases and leases of low- countries in which the Group operates, or for
value assets the market in which the asset is used.
The Group applies the short-term Impairment losses of continuing operations
lease recognition exemption to its are recognised in the statement of profit and
short-term leases (i.e., those leases loss, except for properties previously revalued
that have a lease term of 12 months with the revaluation surplus taken to OCI. For
or less from the commencement date such properties, the impairment is recognised
and do not contain a purchase option). in OCI up to the amount of any previous
Lease payments on short-term leases revaluation surplus.
and leases of low-value assets are
recognised as expense on a straight- For assets excluding goodwill, an assessment
line basis over the lease term. is made at each reporting date to determine
whether there is an indication that previously
j. Impairment of non-financial assets recognised impairment losses no longer exist
The Group assesses, at each reporting date, or have decreased. If such indication exists,
whether there is an indication that an asset the Group estimates the asset’s or CGU’s
may be impaired. If any indication exists, or recoverable amount. A previously recognised
when annual impairment testing for an asset impairment loss is reversed only if there has been
is required, the Group estimates the asset’s a change in the assumptions used to determine
recoverable amount. An asset’s recoverable the asset’s recoverable amount since the last
amount is the higher of an asset’s or cash- impairment loss was recognised. The reversal is
generating unit’s (CGU) fair value less costs of limited so that the carrying amount of the asset
disposal and its value in use. The recoverable does not exceed its recoverable amount, nor
amount is determined for an individual asset, exceed the carrying amount that would have
unless the asset does not generate cash been determined, net of depreciation, had no
inflows that are largely independent of those impairment loss been recognised for the asset
from other assets or group of assets. When in prior years. Such reversal is recognised in the
the carrying amount of an asset or CGU statement of profit and loss unless the asset is
exceeds its recoverable amount, the asset is carried at a revalued amount, in which case, the
considered impaired and is written down to its reversal is treated as a revaluation increase.
recoverable amount. k. Provisions, contingent liabilities and
In assessing value in use, the estimated future contingent assets
cash flows are discounted to their present Provisions are recognised when the Group has
value using a pre-tax discount rate that a present obligation (legal or constructive) as
reflects current market assessments of the a result of a past event, it is probable that an
time value of money and the risks specific to outflow of resources embodying economic
the asset. In determining fair value less costs of benefits will be required to settle the obligation
disposal, recent market transactions are taken and a reliable estimate can be made of the
into account. If no such transactions can be amount of the obligation.
identified, an appropriate valuation model is
used. These calculations are corroborated by When the Group expects some or all of a
valuation multiples, quoted share prices for provision to be reimbursed, the reimbursement
publicly traded companies or other available is recognised as a separate asset, but only
fair value indicators. when the reimbursement is virtually certain.
The expense relating to a provision is presented
The Group bases its impairment calculation in the statement of profit and loss net of any
on detailed budgets and forecast calculations, reimbursement.
which are prepared separately for each of the
Group’s CGUs to which the individual assets If the effect of the time value of money is material,
are allocated. These budgets and forecast provisions are discounted using a current pre-
calculations generally cover a period of five tax rate that reflects, when appropriate, the
years. For longer periods, a long-term growth risks specific to the liability. When discounting
rate is calculated and applied to project future is used, the increase in the provision due to the
cash flows after the fifth year. To estimate cash passage of time is recognised as a finance cost.
flow projections beyond periods covered by Contingent liabilities are also disclosed when
the most recent budgets/forecasts, the Group there is a possible obligation arising from past
extrapolates cash flow projections in the events, the existence of which will be confirmed
budget using a steady or declining growth rate only by the occurrence or non-occurrence of
for subsequent years, unless an increasing rate
one or more uncertain future events not wholly (OCI). Net interest expense (income) on the
within the control of the Group. Claims against net defined liability (assets) is computed by
the Group where the possibility of any outflow applying the discount rate, used to measure
of resources in settlement is remote, are not the net defined liability (asset). Net interest
disclosed as contingent liabilities. expense and other expenses related to defined
benefit plans are recognised in Statement of
Contingent assets are not recognised in
Profit and Loss.
standalone financial statements since this
may result in the recognition of income that When the benefits of a plan are changed or
may never be realised. However, when the when a plan is curtailed, the resulting change
realisation of income is virtually certain, then in benefit that relates to past service or the
the related asset is not a contingent asset and gain or loss on curtailment is recognised
is recognised. immediately in Statement of Profit and Loss.
TheGroup recognises gains and losses on the
l. Employee Benefits
settlement of a defined benefit plan when the
Short term employee benefits settlement occurs.
Short-term employee benefits are expensed Other long-term employee benefits (leave
as the related service is provided. A liability is encashment)
recognised for the amount expected to be paid
The Group’s net obligation in respect of long-
if the Group has a present legal or constructive
term employee benefits is the amount of future
obligation to pay this amount as a result of
benefit that employees have earned in return
past service provided by the employee and the
for their service in the current and prior periods.
obligation can be estimated reliably.
That benefit is discounted to determine its
Defined contribution plans (provident fund, present value. Remeasurement are recognised
superannuation fund etc.) in Statement of Profit and Loss in the period in
which they arise.
A defined contribution plan is a post-
employment benefit plan under which an entity m. Earnings per share
pays fixed contributions into a separate entity
The basic Earnings per equity share (“EPS”)
and will have no legal or constructive obligation
is computed by dividing the net profit / (loss)
to pay further amounts.
after tax for the year attributable to the equity
Obligations for contributions to defined shareholders by the weighted average number
contribution plans are expensed as the related of equity shares outstanding during the year.
service is provided. Prepaid contributions are
For the purpose of calculating diluted Earnings
recognised as an asset to the extent that a
per equity share, net profit/(loss) after tax for
cash refund or a reduction in future payments
the year attributable to the equity shareholders
is available.
and the weighted average number of equity
Defined benefit plans (gratuity) shares outstanding during the year are
adjusted for the effects of all dilutive potential
The Group’s net obligation in respect of defined equity shares.
benefit plans is calculated separately for each
plan by estimating the amount of future benefit n. Share based payments
that employees have earned in the current and
The grant date fair value of options granted
prior periods, discounting that amount and
to employees is recognized as an employee
deducting the fair value of any plan assets.
expense, with a corresponding increase in
The calculation of defined benefit obligations liability towards recharge arrangements with
is performed annually by a qualified actuary the Parent, over the period that the employees
using the projected unit credit method. When become unconditionally entitled to the options.
the calculation results in a potential asset for The expense is recorded for each separately
the Group, the recognised asset is limited vesting portion of the award as if the award
to the present value of economic benefits was, in substance, multiple awards.. The amount
available in the form of any future refunds from recognized as an expense is adjusted to reflect
the plan or reductions in future contributions the actual number of stock options that vest.
to the plan. To calculate the present value of
o. Segment reporting – identification of
economic benefits, consideration is given to
segments:
any applicable minimum funding requirements.
An operating segment is a component of the
Remeasurement of the net defined benefit
Group that engages in business activities
liability, which comprise actuarial gains and
from which it may earn revenues and incur
losses and the return on plan assets (excluding
expenses, whose operating results are regularly
interest) and the effect of the asset ceiling
reviewed by the Group’s management to
(if any, excluding interest), are recognised
make decisions for which discrete financial
immediately in other comprehensive income
information is available.
a) The asset is held within a business model The rights to receive cash flows from The
whose objective is to hold assets for asset have expired, or
collecting contractual cash flows and
The Group has transferred its rights to
b) Contractual terms of the asset give rise receive cash flows from the asset or has
on specified dates to cash flows that assumed an obligation to pay the received
are solely payments of principal and cash flows in full without material delay
interest (SPPI) on the principal amount to a third party under a ‘pass-through’
outstanding. arrangement; and either:
After initial measurement, such financial (a) the Group has transferred substantially
assets are subsequently measured at all the risks and rewards of the asset, or
amortised cost using the effective interest
(b) the Group has neither transferred nor
rate (EIR) method. Amortised cost is
retained substantially all the risks and
calculated by taking into account any
rewards of the asset, but has transferred
discount or premium and fees or costs
control of the asset.
that are an integral part of the EIR. The
EIR amortisation is included in finance When the Group has transferred its rights
income in the Statement of Profit and Loss. to receive cash flows from an asset or has
The losses arising from impairment are entered into a pass-through arrangement,
recognised in the Statement of Profit and it evaluates if and to what extent it has
Loss. This category generally applies to retained the risks and rewards of ownership.
trade and other receivables. When it has neither transferred nor retained
substantially all of the risks and rewards of
Debt instruments included within the fair
the asset, nor transferred control of the
value through profit and loss (FVTPL)
asset, the Group continues to recognise
category are measured at fair value with
the transferred asset to the extent of
all changes recognized in the Statement of
the Group’s continuing involvement. In
Profit and Loss.
that case, the Group also recognises an
associated liability. The transferred asset
and the associated liability are measured c) Financial liabilities at fair value through
on a basis that reflects the rights and profit or loss
obligations that the Group has retained.
Financial liabilities at fair value through
Continuing involvement that takes the form profit or loss include financial liabilities
of a guarantee over the transferred asset held for trading and financial liabilities
is measured at the lower of the original designated upon initial recognition as at
carrying amount of the asset and the fair value through profit or loss. Financial
maximum amount of consideration that the liabilities are classified as held for trading
Group could be required to repay. if they are incurred for the purpose
of repurchasing in the near term. This
f) Impairment of financial assets category also includes derivative financial
In accordance with Ind-AS 109, the Group instruments entered into by the Group that
applies Expected Credit Loss (ECL) model are not designated as hedging instruments
for measurement and recognition of in hedge relationships as defined by Ind-
impairment loss on the following financial AS 109. Separated embedded derivatives
assets and credit risk exposure: are also classified as held for trading
unless they are designated as effective
i) Financial assets that are debt hedging instruments.
instruments and are measured at
amortised cost e.g., loans, debt Gains or losses on liabilities held for trading
securities, deposits and bank balance. are recognised in the Statement of Profit
and Loss.
ii) Trade receivables.
Financial liabilities designated upon initial
The Group follows ‘simplified approach’ for recognition at fair value through profit
recognition of impairment loss allowance or loss are designated at the initial date
on trade receivables which do not contain of recognition and only if the criteria in
a significant financing component. Ind-AS 109 are satisfied. For liabilities
designated as FVTPL, fair value gains/
The application of simplified approach does losses attributable to changes in own credit
not require the Group to track changes in risk are recognized in OCI. These gains/
credit risk. Rather, it recognises impairment loss are not subsequently transferred to
loss allowance based on lifetime ECLs at Statement of Profit and Loss. However,
each reporting date, right from its initial theGroup may transfer the cumulative gain
recognition. or loss within equity. All other changes in
Financial Liabilities fair value of such liability are recognised in
the Statement of Profit and Loss. TheGroup
a) Classification has not designated any financial liability as
at fair value through profit or loss.
The Group classifies all financial liabilities
as subsequently measured at amortised d) Loans and borrowings
cost, except for financial liabilities at fair
value through profit or loss. Such liabilities, After initial recognition, interest-bearing
including derivatives that are liabilities, shall loans and borrowings are subsequently
be subsequently measured at fair value measured at amortised cost using the EIR
method. Gains and losses are recognised
b) Initial recognition and measurement in Statement of Profit and Loss when the
liabilities are derecognised.
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair Amortised cost is calculated by taking
value through profit or loss, loans and into account any discount or premium
borrowings, payables, or as derivatives on acquisition and fees or costs that
designated as hedging instruments in an are an integral part of the EIR. The EIR
effective hedge, as appropriate. amortisation is included as finance costs in
the Statement of Profit and Loss.
All financial liabilities are recognised initially
at fair value and, in the case of loans and This category generally applies to interest-
borrowings and payables, net of directly bearing loans and borrowings.
attributable transaction costs.
e) Derecognition
The Group’s financial liabilities include
trade and other payables, loans and A financial liability is derecognised when the
borrowings including bank overdrafts, obligation under the liability is discharged
financial guarantee contracts and derivative or cancelled or expires. When an existing
financial instruments. financial liability is replaced by another
from the same lender on substantially For the purpose of the statement of cash flows,
different terms, or the terms of an existing cash and cash equivalents consist of cash and
liability are substantially modified, such short-term deposits, as defined above, net
an exchange or modification is treated as of outstanding bank overdrafts as they are
the derecognition of the original liability considered an integral part of the Group’s cash
and the recognition of a new liability. management.
The difference in the respective carrying
r. Recent pronouncements
amounts is recognised in the Statement of
Profit and Loss. On 23 March 2022, MCA has notified amendments
in the Companies (Indian Accounting Standards)
Offsetting of financial instruments Amendment Rules, 2022, which are applicable
Financial assets and financial liabilities from 1 April 2022. Key amendments under the
are offset and the net amount is reported notification are as under:
in the balance sheet if there is a currently i) Amendment to Ind AS 16 – Property, plant
enforceable legal right to offset the and equipment
recognised amounts and there is an intention
to settle on a net basis, to realise the assets ii) Amendment to Ind AS 37 – Provisions,
and settle the liabilities simultaneously. Contingent Liabilities and Contingent Assets
IV. Derivative financial instruments iii) Amendment to Ind AS 103 – Reference to
Conceptual Framework
The Group uses derivative financial
instruments, such as foreign exchange iv) Amendment to Ind AS 16 – Proceeds before
forward contracts, interest rate swaps and intended use
currency options to manage its exposure
to interest rate and foreign exchange risks. v) Amendment to Ind AS 37 – Onerous
Such derivative financial instruments are Contracts - Costs of Fulfilling a Contract
initially recognised at fair value on the date
vi) Amendment to Ind AS 109 – Annual
on which a derivative contract is entered
Improvements to Ind AS (2021)
into and are subsequently re-measured
at fair value. Derivatives are carried as vii) Amendment to Ind AS 106 – Annual
financial assets when the fair value is Improvements to Ind AS (2021)
positive and as financial liabilities when the
fair value is negative. The Group is in the process of evaluating the
impact of these amendments.
q. Cash and cash equivalents
Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and short-
term deposits with an original maturity of three
months or less, that are readily convertible to
a known amount of cash and subject to an
insignificant risk of changes in value.
(Rs in lakh)
Gross block Accumulated depreciation Net block
on dele-
Description of Addi- Deduc- tions /
Assets As at tions tions As at As at For disposals As at As at As at
April 01, during during March 31, April 01, the during March 31, March March 31,
2021 the year the year 2022 2021 year the year 2022 31, 2022 2021
Tangible
Assets*
Furniture and 304.28 388.14 (67.70) 624.72 187.69 33.38 (58.90) 162.16 462.45 116.59
fixtures
Office 352 198.75 (153.41) 397.34 256.92 38.90 (142.71) 152.34 244.2 95.08
equipments
Computers 630.95 358.51 (51.20) 938.26 350.64 202.01 (49.86) 503.58 435.47 280.31
Vehicles 24.64 24.20 - 48.84 8.59 4.85 - 13.45 35.40 16.05
Electrical 89.12 105.06 (17.87) 176.31 54.42 10.81 (16.52) 48.72 127.60 34.70
Installations
Buildings 7,014.66 224.13 - 7,238.79 542.08 127.81 - 669.9 6,568.90 6,472.58
Leasehold 14.74 3.59 (5.41) 12.92 8.81 4.04 (5.41) 7.44 5.48 5.93
improvements
Total Tangible 8,430.39 1,302.38 (295.59) 9,437.18 1,409.15 421.81 (273.37) 1,557.58 7,879.60 7,021.24
Assets
Note:- *In relation to an ongoing litigation, the Company is required to seek permission of the Hon’ble Madras High
Court prior to transfer, sale, disposal etc. of any of its assets. The Company has assessed the likelihood of outflow of
resources in relation to this litigation and has concluded that such likelihood is remote.
Note 3:
(a) Other Intangible Assets
(Rs in lakh)
Gross block Accumulated depreciation Net block
On de-
Description Addi- Deduc- letions/
of Assets As at tions tions As at As at For disposals As at As at As at
April 01, during during March 31, April 01, the during March March March 31,
2022 the year the year 2023 2022 year the year 31, 2023 31, 2023 2022
Computer 358.38 213.55 (2.84 ) 569.09 320.70 53.08 (2.84 ) 370.94 198.15 37.66
software
Software 18.64 - - 18.64 18.64 - - 18.64 - -
development
Intangible 818.66 343.18 (737.56) 424.27 - - - - 424.27 59.95
asset under
development*
Total 1195.67 556.73(740.40) 1012.00 339.34 53.08 (2.84) 389.58 622.42 97.61
Intangible
assets
*This includes impairment of intangible assets under development pertaining to parent company for Rs 570.63 lakh
(Rs in lakh)
Gross block Accumulated depreciation Net block
On de-
Description Addi- Deduc- letions/
of Assets As at tions tions As at As at For disposals As at As at As at
April 01, during during March 31, April 01, the during March March March 31,
2021 the year the year 2022 2021 year the year 31, 2022 31, 2022 2021
Computer 306.09 87.80 (17.00) 377.01 273.00 83.24* (17.00) 339.35 37.66 33.09
software
Total 306.09 87.80 (17.00) 377.01 273.00 83.24* (17.00) 339.35 37.66 33.09
Intangible
assets
*This includes impairment of training software of one of the subsidiary company for Rs 21.29 lakh
(Rs in lakh)
(e) Goodwill
Goodwill arising from consolidation as of March 31, 2023 and March 31, 2022 aggregated Rs 795.03 lakh. This
relates to the business of a wholly owned subsidiary CARE Risk Solutions Private Limited.
The recoverable amounts for the business relating to goodwill has been assessed based on the fair value less costs to
sell. The valuation of the business has been determined with reference to the market multiples derived from quoted
prices of companies comparable to the investees and expected revenue of the investees. The estimate is adjusted for
the effect of non-marketability of the relevant equity securities. There were no significant unobservable inputs other
the adjustment for the effect of non-marketability. The estimated fair value would reduce in case the adjustment for
non-marketability is increased and vice versa. The valuation will be considered to be in the nature of Level 3 valuation.
The Group believes that any reasonably possible change in the key assumptions on which a recoverable amount is
based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash
generating unit.
*This includes accrued interest of Rs 63.92 lakh (Previous year: Rs 63.92 lakh)
(b) W
ithout specifying any terms or
period of repayment
Promoter - - - -
Directors - - - -
KMPs - - - -
Total - - - -
(Rs in lakh)
Recognised Recognised in other
MAT Credit
Particulars April 1, 2021 in profit comprehensive March 31, 2022
utilization
and loss income
Deferred Tax Asset 122.87 (52.19) 271.75 - 342.44
MAT credit entitlement 52.19 (52.19) - - -
Provisions allowed under tax on
70.68 - 271.75 - 342.44
payment basis
Deferred tax liability (0.95) - (107.29) - (108.24)
Property, plant and equipment (0.37) - (107.87) - (108.24)
Others (0.58) - 0.58 - -
Total 121.92 (52.19) 164.46 - 234.20
Note 12: Bank Balances other than Cash and cash equivalents
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Unclaimed dividend account 24.62 25.54
Fixed deposits* 505.81 6,342.95
Lien marked deposit# 172.41 84.61
Total 702.84 6,453.09
* - This includes accrued interest of Rs 4.63 lakh (previous year – Rs 250.19 lakh)
# This includes accrued interest of Rs 17.33 lakh (previous year – Rs 11.77 lakh)
118(a): List of shareholders holding more than 5% of Paid-Up equity Share Capital
18(b): The reconciliation of the number of shares outstanding is set out below:
As at As at
Particulars March 31, 2023 March 31, 2022
Nos. Nos.
Equity shares at the beginning of the year 2,96,46,547 2,94,61,214
Add: Shares issued under employee stock options scheme (ESOS) 58,264 1,85,333
Buy back during the year (4,199) -
Equity Shares at the end of the year 2,97,00,612 2,96,46,547
18(c): Shares held by promoters: The Company does not have any promoters holding in any of the
period presented.
18(e): Shares reserved for issue under options and contracts, including the terms and amounts:
For details of Shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company:
Refer Note 40.
18(g): Aggregate number of bonus shares issued, share issued for consideration other than cash and shares
bought back during the period of five years immediately preceding the reporting date.
The Group has not issued any bonus shares, shares for consideration other than cash during the period of
five years immediately preceding the reporting date.
As at As at
Particulars
March 31, 2023 March 31, 2022
CARE Ratings Africa Limited
Share in equity capital 57.86 57.86
Share in Reserves and Surplus 157.64 107.53
Share in Other Comprehensive Income (if any) - (2.70)
Total (A) 215.50 162.69
Note – Refer statement of changes in equity for description of the nature and purpose of each reserve.
(Rs in lakh)
Deferred Recognised
Recognised in
tax Impact in other
Particulars April 1, 2021 statement of March 31, 2022
of earlier comprehensive
profit and loss
years income
Deferred tax liability
Depreciation on property, plant and
986.39 - (94.14) - 892.25
equipment
Fair valuation of investments 584.11 - (584.11) 136.41 136.41
Deferred tax asset
Provisions for employee benefits (289.64) - 34.96 1.31 (253.37)
Others (231.32) 7.39 55.76 (0.92) (169.09)
Total 1,049.54 (7.39) 587.53 136.80 606.20
(Rs in lakh)
As at March 31, As at
Particulars
2023 March 31, 2022
Trade payables to Related Parties - -
Trade payables to Others 995.25 513.44
Total 995.25 513.44
(Rs in lakh)
Outstanding for following periods from due
Particulars
date of payment
Total
Less than More than
As at March 31, 2022
1 year 1-2 years 2-3 years 3 years
(i) MSME 0.70 - - - 0.70
(ii) Others 510.51 - 2.23 - 512.74
(iii) Disputed Dues – MSME - - - - -
(iv) Disputed Dues – Others - - - - -
Total 511.21 - 2.23 - 513.44
Note 24
(a) Contract liabilities (Refer Note 26(a) and Note 26(b))
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Unearned revenue 938.18 950.26
Advance from customers 766.67 669.53
Total 1,704.85 1,619.79
*Rating Income (including Surveillance) includes Provision for discount/credit note of Rs (113.30) pertaining to
parent company.
(b) Revenue recognized that was included in contract liability balance at the beginning of the period:
(Rs in lakh)
(c) Transaction price allocated to remaining performance obligations (unsatisfied or partially unsatisfied) as at
March 31, are, as follows:
(Rs in lakh)
(B) Provisions
The closing balance of provisions as of March 31, 2023 aggregates Rs 325.92 lakh. Of such amount, provisions
amounting Rs 100 lakh (March 31, 2022 – Rs 100 lakh) relates to adjudication proceedings initiated by Regulator
/ Government agencies pertaining to certain Credit ratings assigned by the Company to its clients, which is still
in the process of being completed. Further, provision of Rs 225.92 lakh has been recognised in the current year
towards expected cost of cancellation of a long term contract for procurement of services.
Further, the Company has assessed the probability of outflow of resources on account of other pending litigations
and has concluded that the likelihood of outflow of resources in relation to such litigations is remote.
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Opening balance 100.00 125.00
Charge/(Reversal) for the year 225.92 (15.00)
Payment - (10.00)
Closing balance 325.92 100.00
C) Guarantees given by Bank on behalf of the Group in respect of lien marked Deposits for Rs 295.97 lakh
(Previous Year Rs 214.19 lakh)
recognized in the balance sheet. There was no change in the methods and assumptions used in preparing the
sensitivity analysis from prior years.
** Status of CARE Ratings and CART is funded through a trust and CRSPL is unfunded
Basis used to determine expected rate of return on plan assets:
Expected rate of return on Plan Assets is based on expectation of the average long-term rate of return expected
on investments of the fund during the estimated term of the obligations.
Salary escalation rate:
Salary escalation rates are determined considering seniority, promotion, inflation and other relevant factors.
Asset liability matching (ALM) strategy:
The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income
Tax Rules, 1962, this generally reduces ALM risk.
The Group’s expected contribution during next year is Rs 271.44 lakh
B. Compensated absences:
The compensated absences cover the Group’s liability for earned leave. Long term compensated absences
are determined on the basis of actuarial valuation made at the end of each financial year using the
projected unit credit method. Short term compensated absences are provided for based on estimates.
Amount recognized as an expense in respect of Compensated Absences is Rs 481.43 lakh (March 31, 2022 - Rs
744.42 lakh).
D. Superannuation benefits:
Superannuation Benefits is contributed by the Company to Life Insurance Corporation of India (LIC) @ 10% of
basic salary with respect to certain employees.
Contribution to Superannuation Fund charged to Statement of Profit and Loss in Note 30 under the head
“Contribution to Provident and other Funds” is Rs 36.49 lakh (March 31, 2022 – 36.29 lakh). and other Funds” is Rs
36.49 lakh (March 31, 2022 – 36.29 lakh).
The ESOS compensation cost is amortized on a straight-line basis over the total vesting period of the options.
Accordingly for ESOS, an amount of Rs 48.28 lakh (Previous Year 652.81 lakh) has been charged to the current
year Statement of Profit and Loss.
C. Fair Valuation:
The fair value of the options used to compute proforma net profit and Earnings per equity share have been done
by an independent valuer on thedate of grant using Black – Scholes-Merton Formula. The key assumptions and
the Fair Value are as under:
ESOS 2020
Particulars ESOS 2017
MD Other employees
Share price at grant date
Risk free interest rate (%) 4.29%-6.93% 4.01%-7.59% 6.39%
Option life (Years) 3 years to 5 years 3 years to 5 years 3 years
Expected volatility 42.36% - 54.36% 36.91% - 60.25% 31.80%
Expected dividend yield (%) 0.95% - 3.83% 0.96% - 3.51% 1.86%
Weighted average fair value per option Rs 107.77 to Rs 151.59 Rs 187.89 to Rs 616.10 Rs 565.79
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price,
particularly over the historical period commensurate with the expected term. The expected term of the instruments
has been based on historical experience and general option holder behaviour.
D. Details of the reserves arising from the share based payments wereas follows:
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Total Carrying Amount 645.00 786.66
As at As at
Particulars
March 31, 2023 March 31, 2022
Financial assets at amortized cost:
Investment (non-current) 1,898.07 1,906.96
Investment (current) - -
Loans (non-current) 33.85 24.68
Loans (current) 29.05 21.91
Trade receivables 2,151.38 1,664.11
Cash and cash equivalents 4,942.47 1,763.26
Other bank balances 702.84 6,453.09
Other non-current financial assets 1,171.43 1,266.41
Other current financial assets 50,831.44 44,255.11
Financial assets at fair value through profit and loss:
Investments (non-current) - -
Investment (current) - -
Financial assets at fair value through OCI:
Investment (non-current) 2,492.93 2,492.93
Total 64,253.43 59,848.46
Financial liabilities at amortized cost:
Lease liabilities (non current) 1,527.69 564.08
Lease liabilities (current) 220.12 327.24
Trade payables 995.25 513.44
Other current financial liabilities 1,774.87 1,848.65
Total 4,517.94 3,253.41
B. Investments in equity instruments designated at Fair Value through other comprehensive income
As on March 31, 2023 and March 31, 2022, The Group has investments in ARC Ratings holding Limited of 20
Ordinary Shares of USD 22,600 each and 20,00,000 ordinary shares of RM 1 each in Malaysian Rating Corporation
Berhad. The Group has opted to designate these investments at Fair Value through Other comprehensive income
since these investments are not held for trading.
The fair value of each of these investments are as below:
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Financial assets at fair value through OCI:
- Malaysian Rating Corporation Berhad 1,748.20 1,748.20
- ARC Ratings Holdings Limited 744.20 744.20
Total 2,492.40 2,492.40
The Group has received Rs 31.60 lakh (Previous Year Rs 70.88 lakh) as Dividend and has recognized in the
Statement of Profit and Loss under Note –29 - Other Income.
Level 1:
This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2:
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximize the use of observable market data and rely as little as possible on company specific estimates. The
investment in mutual funds are valued using the closing Net Asset Value based on the mutual fund statements received by
the Group. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3:
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The fair valuation of investment in Equity Shares of Malaysian Rating Corporation Berhad and ARC Ratings Holdings
Limited is classified under Level 3. The details are given in the table below:
(Rs in lakh)
Particulars Level 1 Level 2 Level 3
As at March 31, 2023
Investments measured at
Fair Value through OCI - - 2,492.93
Fair Value through Profit and Loss - - -
Amortised cost 1,898.07 - -
As at March 31, 2022
Investments measured at
Fair Value through OCI - - 2,492.93
Fair Value through Profit and Loss - - -
Amortised cost 1,906.96 - -
For financial instruments other than covered above, their carrying values approximate their fair values.
There has been no transfers between level 1, level 2 and level 3 for the year ended March 31, 2023 and 2022.
The Group has utilized the expertise of the in-house team to value the investments in Malaysian Rating Corporation
Berhad and ARC Ratings Holdings Limited. For investment in Preference Shares of CARE Risk Solutions Private
Limited, the Group has availed services of in-house valuation team.
The following methods and assumptions were used to estimate the fair values:
• The fair values of the quoted investments/units of mutual fund schemes are based on market price/net asset value
at the reporting date.
• For Malaysian Rating Corporation Berhad, valuation is based on average of book value method and price to
earnings method.
• The Group had adopted Net Asset Method for Valuation of Investments in ARC Ratings Holdings Ltd.
A. Market Risk
Market risk is the risk that the fair value or future cash flows of such financial instrument will be impacted because
of various financial and non-financial market factors. The financial instruments affected by market risk include the
investment in Mutual Funds and investment in Equity Shares of companies incorporated and operating outside
India. The investment in mutual funds are fair valued using the closing Net Asset Value based on the mutual fund
statements received by the Group at the end of each Reporting period.
There is no Interest rate risk since the Group does not hold any financial instrument whose fair value or future cash
flows will fluctuate because of changes in market interest rates.
Foreign currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss
and other comprehensive income and equity, where any transaction references more than one currency or where
assets / liabilities are denominated in a currency other than the functional currency of the Company.
Considering the countries and economic environment in which the Group operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The Group evaluates the impact of foreign
exchange rate fluctuations by assessing its exposure to exchange rate risks.
The following table shows foreign currency exposures in USD, MRF, LKR and MUR on financial instruments at the
end of the reporting period. The exposures to foreign currency for all other currencies are not material. The Group
does not hedge its foreign currency exposure.
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
USD 13.01 10.80
MUR 0.42 0.17
LKR 0.26 0.27
BHD 1.08 1.06
Note: If the rate is decreased by 100 bps profit will increase by an equal amount
B. Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating (primarily Trade receivables),
investing and financing activities including Mutual Fund Investments, Investment in Debt Securities, Bank Balance,
Deposits with Bank, Security Deposits, Loans to Employees and other financial instruments.
Total Trade receivables as on March 31, 2023 is Rs 2151.38 lakh (March 31, 2022 is Rs 1,664.11 lakh). The Group does not
have higher concentration of credit risks to a single customer.
As per simplified approach, the Group makes provision of expected credit losses on Trade receivables using a
provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting date
wherever outstanding is for longer period and involves higher risk.
Refer note 10: Trade receivables for ageing of trade receivables which reflects credit risk exposure of the Company.
As per the provision matrix receivables are classified into different bucket based on the overdue period, buckets
range from 12 months
- 18 months, 18 months - 24 months and more than 24 months. The norms of provisioning on the same range are
from 25% - 100%. The management, on a case to case basis may decide to provide or write of at a higher rate with
reasons whenever felt necessary.
(Rs in lakh)
As at As at
Particulars
March 31, 2023 March 31, 2022
Opening Provision 227.10 169.43
Add: Provided/(Utilised) during the Year (Refer Note 10) 67.20 57.67
Closing Provision 294.30 227.10
C. Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The cash flows
and liquidity of Group is monitored under the control of the management. The objective is to ensure that Group’s
surplus fund are not kept idle and invested in the financial instruments only after adequate review of such instrument
and approval of the management.
The Group manages liquidity risk by maintaining adequate reserves, continuously monitoring forecasted and actual
periodic cash requirement and matching the maturity profiles of financial assets and liabilities.
The Company manages liquidity risk by maintaining adequate reserves, continuously monitoring forecasted and
actual periodic cash requirement and matching the maturity profiles of financial assets and liabilities.
The Company generally has investments and liquids funds more than its forecasted and current liabilities and has not
faced shortage of funds at any point of time. The Liquidity risk on the Group is very less.
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual
undiscounted payments.
(Rs in lakh)
This information has been determined to the extent such parties have been identified on the basis of information
available with the Group.
(Rs in lakh)
For the year Ended March 31, 2022
Particulars Ratings and
related services Others Unallocable Total
Segment Revenue
Revenue from Services 22,971.63 2,085.78 - 25,057.41
Total Revenue (A) 22,971.63 2,085.78 - 25,057.41
Less: Inter Segment Revenue if any (B) - (294.13) (294.13)
Total Segment Revenue (C = A-B) 22,971.63 1,791.65 - 24,763.28
Segment Results (Profit Before Interest, 9,406.58 (1,424.43) - 7,982.15
Depreciation & Tax)
Less: Depreciation & Amortization (726.15) (65.72) - (791.87)
Total Segment Result (D) 8,680.43 (1,490.16) - 7,190.27
Less: Finance Costs (43.30) (3.08) - (46.38)
Less : Other unallocable corporate expenses -
Add: Other Income - - 2,719.11 2,719.11
Profit Before Exceptional Item & Tax 8,637.13 (1,493.23) 2,719.11 9,863.01
Exceptional Items - Income/Expenses -
Profit Before Tax 8,637.13 (1,493.23 ) 2,719.11 9,863
Tax Expenses -
- Current Tax 2,965.85 (33.76) 2,932.09
- Deferred Tax Charge/(Credit) (584.54) (167.45) (751.99)
Profit for the year 6,255.82 (1,292.02) 2,719.11 7,682.90
Segment Assets 64,495.85 3,049.93 - 67,545.78
Unallocable Assets - - 5,194.92 5,194.92
Total Assets 64,495.85 3,049.93 5,194.92 72,740.70
Segment Liabilities 5,980.26 1,479.56 - 7,459.82
Unallocable Liabilities - - - -
Total Liabilities 5,980.26 1,479.56 7,459.82
Capital Employed 58,515.60 1,570.36 5,194.92 65,280.88
The following is the break-up of current and non-current Lease liabilities as at March 31, 2023
(Rs in lakh)
Period Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Current lease liabilities 220.12 327.24
Non-current lease liabilities 1,527.69 564.08
Total 1,747.82 891.32
The following is the movement in Lease liabilities during the year ended March 31, 2023:
(Rs in lakh)
Period Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Balance at the beginning of the year 891.32 722.61
Additions 1,348.53 458.15
Deletions (178.15) (26.85)
Finance costs accrued during the period 100.16 46.38
Payment of lease liabilities (414.07) (308.97)
Balance at the end of the year 1,747.81 891.32
The table below provides details regarding the contractual maturities of Lease liabilities as at March 31, 2023:
(Rs in lakh)
Period Ended Year Ended
Particulars
March 31, 2023 March 31, 2022
Less than one year 342.12 358.50
One to five years 1,156.18 566.47
More than five years 894.76 -
Total 2,393.06 924.97
The total cash outflow for leases is Rs 423.79 lakh for the year ended March 31, 2023, including cash outflow for short
term and low value leases.
Note 49: Disclosure in terms of Schedule III of the Companies Act, 2013
(Rs in lakh)
Particulars Net Assets (i.e. Total Share in Profit or Share in Other Share in Total
Assets minus (Loss) Comprehensive Comprehensive
Total Liabilities) Income Income
As a % of Amount As a % of Amount As a % Amount As a % Amount
Consoli- Consoli- of Other of Total
dated Net dated Compre- Compre-
Assets Profit / hensive hensive
Loss Income Income
Holding:
CARE Ratings Limited 103.37% 69,486.17 124.27% 10,380.19 100.23% (87.04) 124.52% 10,293.14
Subsidiaries:
Indian:
CARE Risk Solutions 1.79% 1,203.83 (28.71%) (2,398.52) 8.09% (7.02) (29.10%) (2,405.54)
Private Limited
CARE Advisory Research & 1.98% 1,332.45 (0.57%) (47.90) (2.01%) 1.75 (0.56%) (46.15)
Training Limited
Foreign:
CARE Ratings (Africa) 1.46% 979.55 3.29% 274.92 - - 3.33% 274.92
Private Limited
CARE Ratings Nepal Limited 1.42% 954.74 3.23% 270.14 - - 3.27% 270.14
Non-Controlling Interests (1.02%) (683.32) (2.31%) (192.86) 1.78% (1.54) (2.35%) (194.40)
included in respective
subsidiaries
Eliminations (9.00%) (6,052.64) 0.80% 66.97 (8.08%) 7.02 0.90% 74.00
Total 100.00% 67,220.79 100.00% 8,352.94 100.00% (86.84) 100.00% 8,266.10
As at As at
Particulars
March 31, 2023 March 31, 2022
Amount required to be spent during the year 191.62 237.15
Amount of expenditure incurred during the year 191.62 237.15
Shortfall at the end of the year - -
Total of previous years shortfall Nil Nil
Reason for shortfall N.A. N.A.
Health care, Providing sustainable Health care,
livelihood among young people and education, community
women through green initiatives development, mid-
Nature of CSR activities
& entrepreneurship development, day meals, nutritional
Health and Nutrition, Sustainable food to aanganwadi
livelihood, Education. children, computers
Details of related party transactions in CSR N.A. N.A.
Whether provision is created for contractual
N.A. N.A.
obligation
Note 51
(a) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
(b) No funds have been received by the company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
Note 53: The Company has incurred research related expenditure for products developed internally amounting Rs
3,13,39,019/- March 31, 2023 (March 31, 2022 – Rs NIL).
There are no funds advanced or loaned or invested by the Company or received by the Company to / from any other
persons or entities, including foreign entities (Intermediaries / Funding Parties).
Mumbai Mumbai
Date : May 11, 2023 Date : May 11, 2023
NOTICE is hereby given that the Thirtieth (30th) Annual General Meeting (“AGM”) of the Members of CARE Ratings
Limited (the “Company”) will be held on Friday, July 28, 2023 at 3:30 P.M., Indian Standard Time (“IST”), through
Video Conferencing/Other Audio-Visual Means (“VC/OAVM”) facility to transact following business.
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statement (including the Consolidated Financial
Statement) for the financial year ended March 31, 2023 together with the Reports of the Board of Directors and
the Auditors thereon.
2. To confirm the payment of interim dividend of Rs 10/- (Rupees Ten only) per equity share of face value of
Rs 10/- (Rupees Ten only) and to declare a final dividend of Rs 7/- (Rupees Seven only) per equity share and a
special dividend of Rs 8/- (Rupees Eight only) per equity share of face value of Rs 10/- (Rupees Ten only) for
the financial year 2022-23.
3. To appoint a director in place of Mr. Mehul Pandya (DIN: 07610232), who retires by rotation and being eligible,
offers himself for re-appointment.
Sd/-
Date: May 11, 2023 Nehal Shah
Place: Mumbai Company Secretary & Compliance Officer
ACS:18077
Individual Shareholders i. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without
demat mode with CDSL any further authentication. The users to login Easi /Easiest are requested to visit
CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab
and then use your existing my easi username & password.
ii. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also link provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service providers’ website directly.
iii. If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
iv. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN from e-Voting link available on www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress and also able to directly
access the system of all e-Voting Service Providers.
Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in,
demat mode) login you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
through their depository to NSDL/CDSL Depository site after successful authentication, wherein you can see
participants e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you
will be redirected to e-Voting website of NSDL for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and
Forgot Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
B) Login Method for e-Voting and joining virtual iii. A new screen will open. You will have to
meeting for shareholders other than Individual enter your User ID, your Password/OTP and a
shareholders holding securities in demat mode and Verification Code as shown on the screen.
shareholders holding securities in physical mode.
Alternatively, if you are registered for
How to Log-in to NSDL e-Voting website? NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com with your existing
i. Visit the e-Voting website of NSDL. Open
IDEAS login. Once you log-in to NSDL eservices
web browser by typing the following URL:
after using your log-in credentials, click on
https://www.evoting.nsdl.com/ either on a
e-Voting and you can proceed to Step 2 i.e.
Personal Computer or on a mobile.
Cast your vote electronically.
ii. Once the home page of e-Voting system is
launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
v. Password details for shareholders other than d) Members can also use the OTP (One Time
Individual shareholders are given below: Password) based login for casting the votes
on the e-Voting system of NSDL.
a) If you are already registered for e-Voting,
then you can use your existing password to vii. After entering your password, tick on Agree
login and cast your vote. to “Terms and Conditions” by selecting on the
check box.
b) If you are using NSDL e-Voting system for
the first time, you will need to retrieve the viii. Now, you will have to click on “Login” button.
‘initial password’ which was communicated ix. After you click on the “Login” button, Home
to you. Once you retrieve your ‘initial page of e-Voting will open.
password’, you need to enter the ‘initial
password’ and the system will force you to Step 2: Cast your vote electronically and join AGM
change your password. on NSDL e-Voting system.
c) How to retrieve your ‘initial password’? How to cast your vote electronically and join AGM on
NSDL e- Voting system?
(i) If your email ID is registered in your demat
account or with the company, your ‘initial i. After successful login at Step 1, you will be able
password’ is communicated to you on your to see all the companies “EVEN” in which you
email ID. Trace the email sent to you from are holding shares and whose voting cycle and
NSDL from your mailbox. Open the email General Meeting is in active status.
and open the attachment i.e. a .pdf file. ii. Select “EVEN” of company for which you wish
Open the .pdf file. The password to open to cast your vote during the remote e-Voting
the .pdf file is your 8 digit client ID for NSDL period and casting your vote during the General
account, last 8 digits of client ID for CDSL Meeting. For joining virtual meeting, you
account or folio number for shares held in need to click on “VC/OAVM” link placed under
physical form. The .pdf file contains your “Join Meeting”.
‘User ID’ and your ‘initial password’.
iii. Now you are ready for e-Voting as the Voting
(ii) If your email ID is not registered, please page opens.
follow steps mentioned below in process iv. Cast your vote by selecting appropriate options
for those shareholders whose email ids i.e. assent or dissent, verify/modify the number of
are not registered. shares for which you wish to cast your vote and click
vi. If you are unable to retrieve or have not received on “Submit” and also “Confirm” when prompted.
the “Initial password” or have forgotten your v. Upon confirmation, the message “Vote cast
password: successfully” will be displayed.
a) Click on “Forgot User Details/ vi. You can also take the printout of the votes cast
Password?”(If you are holding shares in by you by clicking on the print option on the
your demat account with NSDL or CDSL) confirmation page.
option available on www.evoting.nsdl.com. vii. Once you confirm your vote on the resolution, you
b) “Physical User Reset Password?” (If you are will not be allowed to modify your vote.
holding shares in physical mode) option 23. Process for those shareholders whose email
available on www.evoting.nsdl.com. ids are not registered with the depositories for
procuring user id and password and registration
c) If you are still unable to get the password
of e-mail ids for e-voting for the resolutions set
by aforesaid two options, you can send a
out in this notice:
request at evoting@nsdl.co.in mentioning
your demat account number/folio number, i. In case shares are held in physical mode, please
your PAN, your name and your registered provide Folio No., Name of shareholder, scanned
address etc.
copy of the share certificate (front and back), PAN successful login, you can see link of “VC/OAVM
(self attested scanned copy of PAN card), AADHAR link” placed under “Join meeting” menu against
(self attested scanned copy of Aadhar Card) by company name. You are requested to click
email to Company at investor.relations@careedge.in. on VC/OAVM link placed under Join Meeting
menu. The link for VC/OAVM will be available
ii. In case shares are held in demat mode, please
in Shareholder/Member login where the EVEN
provide DPID-CLID (16 digit DPID + CLID or 16
of Company will be displayed. Please note that
digit beneficiary ID), Name, client master or copy
the members who do not have the User ID and
of Consolidated Account Statement, PAN (self
Password for e-Voting or have forgotten the
attested scanned copy of PAN card), AADHAR
User ID and Password may retrieve the same
(self attested scanned copy of Aadhar Card) to
by following the remote e-Voting instructions
Company at investor.relations@careedge.in If you
mentioned in the notice to avoid last
are an Individual shareholder holding securities in
minute rush.
demat mode, you are requested to refer to the login
method explained at step 1 (A) i.e. Login method for ii. Members are encouraged to join the Meeting
e-Voting and joining virtual meeting for Individual through Laptops for better experience.
shareholders holding securities in demat mode.
iii. Further, Members will be required to allow
iii. Alternatively, shareholder/members may send a camera and use internet with a good speed to
request to evoting@nsdl.co.in for procuring user avoid any disturbance during the meeting.
id and password for e-voting by providing above
mentioned documents. iv. Please note that participants connecting
from mobile devices or tablets or through
iv. In terms of SEBI circular dated December 9, 2020 laptop connecting via mobile hotspot may
on e-Voting facility provided by Listed Companies, experience Audio/Video loss due to fluctuation
individual shareholders holding securities in in their respective network. It is therefore
demat mode are allowed to vote through their recommended to use Stable Wi-Fi or LAN
demat account maintained with Depositories connection to mitigate any kind of aforesaid
and Depository Participants. Shareholders are glitches.
required to update their mobile number and email
ID correctly in their demat account in order to 26. PROCEDURE TO RAISE QUESTIONS DURING
access e- Voting facility. AGM: Members who would like to express their
views or ask questions during the AGM may
24. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING register themselves as a speaker by sending
ON THE DAY OF THE AGM ARE AS UNDER:- their request from their registered email address
mentioning their name, DP ID and Client
i. The procedure for e-Voting on the day of the ID/folio number, PAN, mobile number at investor.
AGM is same as the instructions mentioned relations@careredge.in from Friday, July 21,
above for remote e-voting. 2023 (9:00 a.m. IST) to Monday, July 24, 2023
ii. Only those Members/ shareholders, who will be (5:00 p.m. IST). Those Members who have
present in the AGM through VC/OAVM facility registered themselves as a speaker will only be
and have not casted their vote on the Resolutions allowed to express their views/ask questions
through remote e-Voting and are otherwise not during the AGM. The Company reserves the right
barred from doing so, shall be eligible to vote to restrict the number of speakers depending on
through e-Voting system in the AGM. the availability of time for the AGM.
iii. Members who have voted through Remote GENERAL INFORMATION FOR SHAREHOLDERS:
e-Voting will be eligible to attend the EGM/
27. It is strongly recommended not to share your
AGM. However, they will not be eligible to vote
password with any other person and take utmost
at the AGM.
care to keep your password confidential. Login
iv. Members may contact Ms. Pallavi Mhatre, Sr. to the e-voting website will be disabled upon
Manager or Mr. Amit Vishal, Asst. Vice President five unsuccessful attempts to key in the correct
on 022 - 4886 7000 and 022 - 2499 7000 or write password. In such an event, you will need to go
to us at evoting@nsdl.co.in for any grievances through the “Forgot User Details/Password?” or
connected with the facility for e-voting on the “Physical User Reset Password?” option available
day of the AGM. on www.evoting.nsdl.com to reset the password.
28. In case of any queries, you may refer the Frequently
25. INSTRUCTIONS FOR MEMBERS FOR ATTENDING Asked Questions (FAQs) for Shareholders and
THE AGM THROUGH VC/OAVM ARE AS UNDER: e-voting user manual for Shareholders available at
i. Members will be provided with a facility to the download section of www.evoting.nsdl.com or
attend the AGM through VC/OAVM through call on toll free no.: 022 - 4886 7000 and 022 - 2499
the NSDL e-Voting system. Members may 7000 or send a request to Ms. Pallavi Mhatre or
access by following the steps mentioned above Mr. Amit Vishal at evoting@nsdl.co.in.
for Access to NSDL e-Voting system. After
Sd/-
Nehal Shah
Date: May 11, 2023 Company Secretary & Compliance Officer
Place: Mumbai ACS:18077
Information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standards issued by the Institute of Company Secretaries of India