The Directors are pleased to present the Twenty Fifth Annual Report of your Company along with the audited Financial Statements for the year ended March 31, 2018.

Financial Performance

Your Company’s Financial Performance for the year ended March 31, 2018, is summarized below:

(Rs. Lakhs)

Income from operations increased by about 14.66% during the year due to increase in volume of debt rated in the long term debt instruments and bank loan ratings. This was supported by surveillance income. Other income decreased from Rs 34.08 crore to Rs.25.27 crore mainly due to change in investment portfolio mix as well as decrease in interest rates.

During the year ended March 31, 2018, the Company has reviewed its efforts required for completion of various activities in the rating process in light of changes in Regulations, Business-Mix and Technological Enhancements.

Accordingly, the revenue recognized for the year ended on March 31, 2018 is higher by Rs. 18.62 Lakhs.

Total expenditure increased by 18.10% largely on account of ESOP Charge of Rs. 8.65 Crore, increase in marketing teams and brand building exercise.

Dividend

Your Company paid a total interim dividend of Rs. 18/- per share amounting to a payout of Rs.63.83 crores including Dividend Distribution Tax (DDT). The Board has recommended final dividend of Rs. 37/- per share (it comprises of Rs.12/- Normal dividend and Special dividend of Rs.25/- to mark the celebration of 25^th Anniversary of the Company) amounting to a payout of Rs. 131 crores including DDT for FY 2017-18, to be approved at the ensuing Annual General Meeting. The dividend would be paid in compliance with the applicable rules and regulations. In terms of Regulation 43A of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, The Dividend Distribution Policy is appended as Annexure I to the report and is available on the website of the Company at www.careratings.com.

Transfer to reserves

Your Directors recommend to transfer Rs. 15 crores (Rupees Fifteen Crores Only) to the General Reserve of the Company.

Share Capital

The Authorised Share Capital of your Company is 3,00,00,000 Equity Shares of face value Rs.10/- each amounting to Rs.30,00,00,000/-(Rupees Thirty Crores only) and the Paid-up Share Capital is 2,94,61,214 Equity Shares amounting to Rs. 29,46,12,140/- (Rupees Twenty Nine Crores Forty Six Lacs Twelve Thousand One Hundred Forty Only). During the financial year ended March 31, 2018, the Company has issued and allotted 10,013 equity shares of Rs. 10/- each at a premium of Rs. 607/- per share to its eligible employees under the CARE Employees Stock Option Scheme, 2013 (ESOS 2013).

Economic Backdrop

The country’s economic growth declined for the second year in a row in FY18, with GDP growing by 6.7%, the lowest growth in the last 3 years. GDP growth in FY18 was 0.4% lower than that in FY17 and 1.5% lower than that in FY16. The disruptions caused by the structural reforms of demonetization followed by GST implementation along with the paucity in investment demand has impacted overall economic output. The domestic economy has however shown signs of recovery in the second half of FY18. As per the provisional estimates, GDP grew by 7% in Q3 and 7.7% in Q4 of FY18, higher than the growth of 5.6% in Q1 and 6.3% in Q2 FY18.

In terms of sectoral performance, the services sector continues to be driving domestic economic progress. Barring construction, public administration, financial services, trade, hotel, transport & communication services the performance across sectors has been subdued. As per the provisional estimates by the Central Statistical Office, the construction sector grew by 5.7% in FY18 notably higher than the 1.3% growth of FY17. The growth in this sector can be attributed to the higher government spending towards construction of roads. Public spending (public administration, defense and other services) grew by 10% in FY18, marginally lower than 10.7% growth in the previous year. Financial services (including real estate and professional services) are estimated to have grown by 6.6% in FY18, marginally higher from 6% a year ago. Likewise, services of trade, hotels, transport & communication grew at a higher rate of 8% in FY18 compared with 7.2% growth of FY17. Aided by favorable monsoons, the agriculture sector grew by 3.4% in FY18 over the 6.3% growth of FY17. The favorable growth in the agriculture sector in the last 2 years which was expected to stimulate the other sectors of economy failed to materialize on account of declining incomes of farmers due to excess production which led to declining prices of agricultural commodities.

Industrial growth at 4.3% in FY18 was lower than the 4.6% growth in FY17. The manufacturing sector growth during the year was fairly stable at 4.5% (4.4% in FY17). Capital goods saw an improvement in FY18 with growth of 4.4% compared with 3.2% in FY17. The growth of consumer durables weakened to 0.6% in FY18 from 2.9% in FY17. Also, the investment rate in the economy did not witness an improvement during FY18 and continued to be stable at 28.5% since the last 3 years. The continued low capacity utilization rate of 72.4% (since FY15) as per the RBI, coupled with the extended bank NPA problem has been pressuring fresh investments in the domestic economy.

Corporate performance did see some improvement during FY18. For the sample of 1,222 companies excluding banks, sales (y-o-y) registered a growth of 11.8% in FY18 from 7.0% in FY17 while net profits increased by 15.1%. Net profit margin improved from 8.2% to 8.5% during this period. Majority of industries witnessed positive growth in sales during FY18. Higher operational costs and working capital requirements impacted profit margins of some industries.

The credit off-take in the banking sector improved during the year. Incremental credit growth in FY18 grew by 10.3% compared with the 8.2% growth in FY17. Bank credit growth however remains notably lower compared with the average 16.0% growth seen during FY10-13. Credit growth during the year continued to be driven by the retail and service sector, which recorded double digit growth. The retail sector grew by 17.8% compared with 16.4% in the previous year while the services sector grew by 13.8% lower than the 16.9% growth registered in the previous year. The industrial sector also witnessed an improvement in credit off take, albeit a marginal growth of 0.7% form the contraction of (-) 1.9% of FY17. The credit off take in the agriculture sector was low at 3.8% compared with 12.4% growth of the previous year. Credit growth was negative for various segments in FY18. In case of medium sized industries it contracted by (-) 1.07%.

Within industry growth in credit contracted for, chemicals (-) 5.5% , shipping (-) 24.7%, petro-chemicals (-)23.7%, infrastructure (-)1.7%, metals & metal products (-)1.2% among others. The growth in the rating business in the bank loan segment needs to be viewed in relation with the growth in bank credit at the aggregate level to help highlight the challenges faced in the rating business.

Along with the subdued growth in bank credit, the banks were also faced with the major challenge of rising stressed assets. RBI had reported an increase in bank NPA’s from 9.6% to 11.6% between March’17 and March’18 while stressed assets ratio had moved from 12.1 to 12.5%. These numbers are expected to increase further. Stressed assets ratio was highest for industry at 24.8%.

The corporate bond markets saw a decline in issuances in FY18 compared with the previous year. In FY18, the total corporate bonds issuances as per the SEBI data aggregated to Rs. 6.0 lakh crore, which was around 10% lower than the issuances of Rs. 6.7 lakh crore in FY17. Of the total amount raised, 99.0% of the total corporate bond issuances were through private placements.

Outstanding corporate bonds amounted to Rs. 27.42 lakh crore as on March 2018, which was 14% higher than the outstanding bonds worth Rs. 24.05 lakh crore as on March 2017. The major share of the corporate bond issuances in FY18 continued to be by the financial sector comprising primarily of banks and NBFCs (nearly 70% share in total) and the funds raised by them were being used for onward lending. The funds raised by the non-financial sector (22% of total) indicate limited fresh investments in these sectors.

In FY18, commercial paper to the tune of Rs. 22.9 lakh crore were raised, 32% higher than the issuances of Rs. 17.4 lakh crore in the previous year. Public sector enterprises were seen to tap corporate bond markets to meet their capital requirements, with banks addressing the NPA issues.

Inflation in the country declined during the year. Retail inflation during FY18 fell to a 6 year low. It declined by 95 bps to 3.6% from 4.5% in FY17, mainly on account of the benign inflation in the first half of the year. The easing in food inflation was largely attributable to favourable monsoon which helped cool food prices. The rise in global oil prices and the statistical base effect of the HRA revision of the 7th Pay Commission were being built into inflation in the latter half of the year. The Wholesale Price Index (WPI) based inflation firmed up to reach a 4 year high level at 2.9% in FY18 as against 1.7% in the previous year mainly on account of high price of fuel and power. Both the CPI and WPI remained well within the RBI target inflation level of 4% with a band of /- 2%.

The RBI adopted a cautious monetary policy stance during the year. The policy decisions were driven by concerns of rising global oil prices, impact of the implementation of 7th Pay Commission, monetary tightening by the US Federal Reserve and fiscal slippages at the central and state government level. During the year, the RBI lowered the key policy rate i.e. repo rate once by 25 bps to 6% in its August’17 policy.

The Government fiscal position was pressured in FY18. The government overshot the budgeted fiscal deficit target of 3.2% for FY18 to 3.5%. Lower tax revenue collections owing to GST led interruptions coupled with higher expenditure pressured government finances during the year.

During FY18, the government securities (GSec) yields exhibited significant volatility and ended the year higher. The benchmark 10 year GSec yield rose by 77 bps from the average yield of 6.85% in Apr’18 to 7.62% in Mar’18. The average yield during the year was 6.93% and the yields ranged from 6.41% to 7.91%. The movement in yields were driven by concerns over fiscal slippages and additional borrowings requirements of the government, widening trade and current account deficits, increase in commodity price levels, US Federal Reserve’s policy action, movement in US treasuries, liquidity conditions in the system and lower demand from banks faced with mark-to -market losses.

The rupee was seen to be fairly stable against the US dollar (USD) during FY18, ranging between Rs.64.0 to Rs. 61.5 per USD. The exchange rate as of end March’18 was Rs.64.04 per USD compared with Rs.64.82 per USD as of end March’17, a strengthening of 1.2%. The gains in the rupee can be ascribed to the weakness in the USD in the overseas markets, higher FPI inflows and positive macroeconomic performance in the second half of the fiscal led by the various reforms undertaken by the government. However, the increasing oil prices, concerns over fiscal slippages with lower than expected GST collections and widening trade deficit and current account deficit capped the upward movement of the currency towards the end of the year.

Business operations

While your Company’s strategy is to grow the business book by widening the coverage of debt rated in the market as well as increase the client base, building the client book assumed significance under conditions of limited buoyancy in the markets.

Since inception, your company has completed total 67,151 rating assignments till March 31, 2018. On a cumulative basis, the amount of debt rated instruments increased to Rs. 108.47 lakh crore as of March 31, 2018.

The above table provides information on the various aspects of the business profile and growth during the year. Certain key aspects are enumerated as under:

1. The total number of rating assignments increased by 2.2% in 2017-18. This was mainly due to a decline in the NSIC-SME segment (under others) even as there was an increase in the number of assignments on account of bank facility ratings and capital market instrument ratings. Bank facilities accounted foRs.79% of total assignments in 2017-18, higher from 58.1% in 2016-17. The miscellaneous assignments including NSIC grading witnessed a decline from 37.4% in 2016-17 to 15.9% of total rated assignments in 2017-18.

2. The total volume of new debt rated increased from Rs. 13.19 lakh crore in 2016-17 to Rs. 16.48 lakh crore in 2017-18. This was mainly due to increase in volume of debt rated across categories such as short & medium term, long term and bank facility ratings. Within short and medium term instrument ratings, commercial paper was the dominant segment which was aided by the dual rating rule brought in by the RBI.

3. In terms of volume of debt rated, the short and medium term instrument ratings witnessed an increase in share from 9.7% in 2016-17 to 21.6% in 2017-18. On the other hand, the share of long term instrument ratings decreased from 45.3% to 39.7% and that of bank facility ratings fell from 45% to 38.7% in 2017-18.

Business during the year

Large corporates and Mid-corporates

We continued to have a focused team on the large and mid-corporate segments which works on both - augmenting the client portfolio through new client addition and maintaining relationships with the existing companies. These two prongs are required to keep the business improving in future.

Your Company continues to be the dominant credit rating agency in this space. For the year under consideration too, CARE Ratings continued to hold significant presence with share of 50%, 43% and 45% in ET Top 500, BS Top 1000 and FE Top 1000 companies respectively.

New Initiatives

CARE Ratings has been authorized by RBI for undertaking Independent Credit Evaluation (ICE) in respect of resolution plans of stressed assets. In this regard, your Company has carried out resolution plan ratings based on such plans for some accounts referred for resolution under Insolvency & Bankruptcy Code (IBC) by some banks. The implementation of the IBC has ushered in urgency in the resolution of the NPA problem which has given rise to this new line of business for your company.

Your Company was the first rating agency to assign rating to the consumer durable securitization in India during the year.

During the year, your company also rated Partial guarantee bonds / Co-guarantee structured bonds as well as projects based on Hybrid Annuity Model in road projects.

Rating Committee

In line with the practices of most of the leading credit rating agencies across the country and the globe, CARE Ratings decided to replace the external rating committee comprising eminent independent professionals with an Internal Rating Committee comprising senior executives from within the ratings team w.e.f. April 1, 2017. CARE Ratings has greatly benefitted from the experience and expertise of the members of External Committee who have provided continuous guidance in developing rating criteria and methodologies over the last two and a half decades. While the overall guidance provided by the external members has been invaluable, it was felt that after more than two decades, there is enough expertise gained by senior personnel in CARE to carry out ratings on their own. Accordingly CARE Ratings has constituted committees chaired by senior personnel from its rating division possessing rich experience of ratings across varied sectors.

Small and Medium Enterprises (SMEs)

The SME rating business has the potential to be a important component of our revenue stream as the eco system is large and is underpenetrated. This provides a very good opportunity for us to aggressively leverage technology to include a large part of this universe. SMEs of today would enter the medium to large bracket in the medium to long run and hence needs to be included in our client list today. We are working on various models to reach out to them and provide a rating or scoring by using technology.

Therefore, the approach to this business is very different from the hitherto targeting of the traditional NSIC model which received support from the government. The NSIC rating was based on a subsidy provision to the SME for procuring a rating from a rating agency. This apart, the bank facility ratings for SMEs continues to be a strong pillar for the SME business of your company. With significant geographic presence across the country, your company has been successfully able to cater the need for adequacy of finance for such entities through the bank facility ratings.

For FY16, the Union Budget had scaled down this allocation by oveRs.100% from Rs 88 crs in FY15 to Rs 37 crs. Thereafter, it increased by 36% to Rs 57.9 crs in FY17; however, it was again much lower than the budgeted amount of Rs 200 cr during the year. As per the revised estimates of FY18, the allocation has declined sharply to Rs 5 crores only.

A SME Newsletter covers important developments on a fortnightly basis with all the clients. Further, participation in various seminars on SMEs has been as a medium of accessing the universe of players in this segment.

CP market

Your company did take advantage of the revised regulatory guidelines that require dual rating of commercial paper when the size of issue during the year is above Rs 1000 cr. This led to an increase in the number of short term instruments rated during the year. We believe this will also add to the stock of debt which would continue to earn a surveillance fee in the coming years.

Information Technology: the enabler

In 2017-18, our IT initiatives were focused more on upgrading the existing IT infrastructure to support business growth. We implemented Data Leakage prevention solution to ensure and fortify data security. In this year we rolled out integrated customer relationship management solution iCRM, this application is bespoke development done for specific requirements of CARE Ratings, thus ensuring best of the support for sales, operation and back-office. We improvised and upgraded open source technology based solution for securitization analysis and reporting application which helps users to widen their analytics horizon and decision making.

IT helped to digitize the manual processes for improving Operation efficiency. Moving with technology trends we have implemented Cloud based Human Resource Management System. We have started exploring and doing initial work on artificial intelligence and machine learning based solution for rating operation.

CARE has completed multiple IT projects and infrastructure upgradation during this year.

Future prospects and Outlook for the Company

The Indian economy is expected to perform better in FY19 and we expect growth to be about 7.5%. However, the investment growth is to continue to be driven by the government as private sector participation will come with a lag. The financial system would be challenged this year as banks would be a differential position to lend given the overhang of NPAs and shortage of capital. Further, the PCA (Prompt Corrective Action) has hindered fresh borrowing from some banks and hence the demand has to be met progressively by other banks as well as the corporate debt market.

The debt market will offer more opportunity for the borrowers which are good for your company. However to the extent that it is substitution with bank credit, in terms of overall business volumes the impact would be lower.

The RBI has already increased interest rates and there are chances of anotheRs.1-2 hikes this year of 25 bps each. This being the case, market borrowings will be under pressure as the transmission mechanism is faster in this segment. This can also affect the CP segment which has leveraged the benefit of more efficient transmission of lower cost when interest rates came down. With a reversal in direction of interest rates, CPs could be less attractive relative to conventional bank loans. However, it may still draw the benefit of banks not being in a position to lend on account of the PCA guidelines.

Crude oil prices have been fairly volatile and uncertain and would largely drive the exchange rate and interest rate this year. Inflation too can come under strain on this score besides the higher MSPs that have been announced. Therefore, while growth per se will be higher this year, the financial sector would be going through a series of waves pulling in both directions.

Two significant developments would be aiding our business in the coming years. The first relates to the IBC and the progressive success in resolution of some of the plans. We do believe that as the recognition and resolution processes get quicker, the recovery given default ratio on the NPA cases will improve significantly. As this schedule moves downwards, investors would gain confidence in the debt markets and would be more willing to invest in “A” rated paper, which hitherto has been eschewed given the uncertainty of recovery in case of default in the corporate debt market. Second, the Finance Minister in the Union Budget of 2018-19 had specifically stated that institutions should be investing also in “A” rated bonds to give a fillip to the corporate bond market. If these two developments are put together, it can be seen that there is a fairly encouraging future for the corporate bond market which will be good for your company.

Knowledge Dissemination

CARE Ratings believes in presenting its views on various pertinent issues immediately in order to ensure that our clients and media are informed about CARE’s stance on various issues. For this, we have two independent research teams - Economics and Industry Research team which has been frontrunners in knowledge dissemination.

CARE Ratings continued with its monthly release of CARE Debt Quality Index (CDQI) which tracks the changes in the overall quality of the debt in the economy based on a representative sample of companies. In addition to this, CARE Ratings also comes up with quarterly release of Modified Credit Ratio (MCR) which looks at number of upgrades and downgrades.

A major innovation this year has been the release of CARE Ratings’ Corporate Bond Monitor (CBM) where we trace how the yields or certain tenures as well as spreads over GSecs have traversed over time.

Economics

The Economics department is known for its regular and real-time domestic and global economy related updates. It brings out reports on GDP, Inflation, Industrial growth, monsoons, fiscal situation, NPA situation, monetary policy etc. In addition to this, in depth analytical studies are carried out pertaining to debt market, employment, state finances etc. along with regular surveys. Economics division also come up with daily and monthly debt market reports including DDMU- Daily Debt Market Update and DMR- Debt Market Review.

The team also published Debt book edition foRs.2018 in the month of January.

Sectoral Views

The Industry research team now covers oveRs.30 sectors including Auto, textiles, Infrastructure, Metals, Sugar, Telecom, Oil and Gas, Retail, Hospitality, Fertilizers, Gems and Jewellery, Paper etc. These reports are perpared in close consultation with the sector specialist in the organisation. Sector specialists also put out some of the critical updates from time to time. All this enables in better understanding of the Industry while undertaking rating exercise.

All these reports are widely disseminated within the company, clients, regulators, government authorities, opinion makers, media etc.

Webinars

Your company takes pride in being a part of a knowledge driven industry. As a part of knowledge dissemination series, 37 Live Webinars were conducted on Industry & Economic perspectives. These webinars had healthy participations with Q&A sessions in real time. They were conducted by the senior officials along with the relevant analysts.

Branding and Media

CARE Ratings branding strategy has always been to communicate to our strength and ethos across all touch points. Consistent efforts are therefore made to be visible, create value, awareness and enhance our equity amongst all our stake holders.

Events

We hosted our flagship event ‘Credit Markets Conclave 2018’ at Hotel Trident, - Mumbai on 18 January’18. The Conclave was inaugurated by the Deputy Governor of RBI Mr. N. S. Vishwanathan. This was followed by panel discussions on 3 aspects of the Credit Markets i.e. Banking, Corporate Bond Market and Mutual Funds. The participants were amongst the best in the industries. CARE Ratings also published its detailed study ‘The Debt Book 2018’ at this event.

We also held ouRs.2018 edition of Conversations over Dinner Event at Delhi on March 07, 2018. Mr. Shaktikanta Das (Former Joint Secretary - Department of Economic Affairs, Ministry of Finance, Government of India) was the special guest of the evening.

Jury on Prestigious awards

CARE Ratings was associated as ‘knowledge partner’ in the 15th edition of Outlook Money Awards. Mr. Rajesh Mokashi, MD & CEO was in the esteemed jury panel to decide on the winners. CARE Ratings did the thorough evaluation as per the Criteria approved by the Jury and also did data validation on sampling basis.

CARE Ratings was a part of Business Today’s 6th edition of Best CEOs in India. Mr. Rajesh Mokashi, MD & CEO was part of the jury for the selection process.

We were associated with Samudra Manthan Awards 2017 (Earlier associations in 2016, 2015 & 2014). This is a significant initiative instituted with an objective to fuel healthy competition, create a yearning for improvement and reach the collective voice of Indian Maritime Industry. CARE Ratings designed the criteria and presented the top nominations based on its evaluation.

Knowledge partner

CARE Ratings was associated as Knowledge Partner at ASSOCHAM India Steel Summit 2017, Delhi on NovembeRs.9, 2017. CARE Ratings prepared & published its background paper on Steel Sector- Credit Perspective at the event. This was released at the event by Mr. Vishnu Deo Sai (Union Ministry of State for Steel and Mines, GoI), Mr. Sunil Barthwal (Joint Secretary of Ministry of Steel, GoI) and Ms. Sminu Jindal (Managing Director of Jindal SAW Ltd).

CARE Ratings was associated as Knowledge Partner at PHD Chambers’ National Solar Summit 2017, on May 10, 2017, Delhi & published its knowledge paper at the summit.

Media interactions

CARE Ratings’ Senior Management is regularly seen at prominent forums, seminars and conferences for presenting views and insights. CARE Ratings management interviews and expert quotes are constantly featured across media.

CARE Ratings regularly published & disseminated its updates on Industry Research covering 30 sectors & Economy. These reports were widely covered in print media, online & television. CARE Ratings Reports, Insights, Management & Industry Expert quotes are regularly uploaded on our Social Media channels such as LinkedIn & YouTube. Some of our reports has been a focal point of discussions on social media amongst influencers and thought leaders.

Advertising and publicity

For celebrating ouRs.25th year a comprehensive media plan was activated in form of print advertising in major financial dailies and television commercial spots in prominent business news channels.

From Visual & Design perspective we had created a special 25th year logo. This was executed consistently across all our design communications in form of stationery, brochures, website banners, office displays & social media.

Interaction with JCR

CARE Ratings is in strategic alliance with Japan Credit Ratings Agency (JCR). On August 21, 2017 delegates from JCR visited our office and gave a perspective on Ratings Business & Economy vis-a-vis Japan. The delegates we were joined by our MD&CEO, Mr. Rajesh Mokashi & other Senior Management personnel along with 25 of our key clients.

Top Management Representations

Maintaining the brand image has been the top priority of the MD & CEO and effort has been put in to ensure that CARE Ratings brand is visible in several forums.

SME Chamber of India hosted an event, Private Equity & Venture Capital for SMEs on March 23, 2018 Hotel Sofitel, BKC, Mumbai. Mr. Rajesh Mokashi, MD & CEO delivered the key note address here on Credit Scoring & Rating for Faster access to SME Funding

Mr. Rajesh Mokashi , MD & CEO was a speaker at the Pension Fund Regulatory and Development Authority (PFRDA) Conference on “Creating an inclusive and sustainable Pension system in India: Opportunities and Challenges”, Delhi, February 28, 2018

Hindu Business Line had hosted an Union Budget 2018 event on January 19, 2018 at Mumbai with Mr. Nitin Gadkari, Union Minister of Road Transport, Highways and Shipping Minister as the chief guest. The event saw experts from various sectors talk about their expectations on the upcoming Budget. Mr. Rajesh Mokashi, MD & CEO was part of one of the panel discussions on BFSI.

Business Today publication evaluated and shortlisted the nominees for its 6th edition of Best CEOs in India. Mr. Rajesh Mokashi, MD & CEO was part of the jury for the selection process.

Mr. Rajesh Mokashi, MD & CEO was a panellist at the Roundtable on “Smart Cities: Role of Private Capital in Financing Municipal Infrastructure” in Mumbai on Thursday, NovembeRs.23, 2017, at the Mumbai Cricket Association (MCA), Bandra-Kurla Complex, jointly organised by Janaagraha Centre for Citizenship and Democracy and Edelweiss Financial Services Limited.

The Economic Times hosted its prestigious ‘ET Awards for Corporate Excellence’ on Saturday, OctobeRs.28, 2017, in Mumbai. Mr. Rajesh Mokashi, MD & CEO was part of the exclusive guest list including corporate dignitaries & senior ministers

Mr. Rajesh Mokashi, MD & CEO was invited as a keynote speaker at, Arth Samvaad, a part of Solaris 2017, the Annual Management fest of IIM - Udaipur

Mr. Rajesh Mokashi, MD & CEO, was part of the panel speakers at the 6th Securitisation Summit 2017 held on May 12, 2017 at Mumbai. He spoke on ‘Commercial mortgage lending - is the market for CMBS looking possible’

Indian Infrastructure and PowerLine hosted its conference on “Insolvency and Bankruptcy” on March 15, 2018 at Taj Krishna, Hyderabad. Mr. T. N. Arun Kumar, Executive Director was invited as a panel speaker in this conference, wherein he spoke on Current Scenario - Insolvency and NPA Cases’ India Infrastructures hosted their annual conferences on REITs and InvITS at Hotel Four Seasons Mumbai on May 02, 2017. Mr. T. N. Arun Kumar, Executive Director was the speaker at this event, wherein he spoke on Credit Enhancement.

Mr. T. N. Arun Kumar, Executive Director was invited to be a panel speaker at India infrastructure conference on ‘Insolvency and Bankruptcy Code, 2016’ on NovembeRs.27, 2017, Delhi.

Mr. Mehul Pandya, Executive Director was the Key Note Speaker and Panellist at the Conference and Award Ceremony on June 13, 2017, Bangalore, at the Global Real Estate Brand Awards 2017 and 5th Edition of ARC Review Conclave hosted by Exhibition Asia in association with NAREDCO Karnataka.

Mr. Mehul Pandya, ED, was a Panelist for the session on Capacity Building at the Credit Summit India 2017 at Mumbai.

CARE Ratings associated as ‘Knowledge Partner’ at PHD Chambers’ National Solar Summit 2017, on May 10, 2017, Delhi & published its knowledge paper at the summit. Ms. Swati Agrawal, Senior Director was part of the speaker panel at this event.

India Infrastructure hosted its 3rd annual conference on Bonds Financing in Infrastructure Sector on February 27, 2018, at ITC Maratha, Mumbai. Mr. Sanjay Kumar Agarwal, Senior Director was part of the speaker panel, wherein he spoke on ‘Credit Enhancement & Impact on Bond Ratings CARE Ratings associated with Samudra Manthan Awards 2017 a significant initiative instituted with an objective to fuel healthy competition, create a yearning for improvement and reach the collective voice of Indian Maritime Industry. Mrs. Revati Kasture, Senior Director, CARE Ratings was a member of the Core Committee of Samudra Manthan Awards.

Association of Credit Rating Agencies in Asia (ACRAA) had conducted a workshop on - “Opportunities in Infrastructure Projects. A Knowledge Sharing Workshop” at Bangkok on September 28-29, 2017. Mr. Amod Khanorkar, Senior Director was part of the training team along with other senior members of the rating fraternity.

CSR activities

As part of CARE Ratings’ initiative under Corporate Social Responsibility (CSR), CARE Ratings has selected Financial Education as its primary theme. Local area development has been decided as as one of the concurrent themes along with some other themes involving employee engagement and leadership passion. The activity under the primary theme was in the form of scholarships to deserving students pursuing higher education in finance as a part of CARE Ratings Vidyasaarthi e-portal initiative. As a part of its local area development concurrent theme, CARE Ratings took the initiative to support the infrastructure in some municipal schools in Mumbai and Ahmedabad.

About CARE Ratings Vidyasaarthi e-portal initiative

CARE Ratings tied up with NSDL e- Governance Infrastructure Limited for on-boarding CARE Ratings Scholarship on Vidyasaarathi Platform. As a part of the same, 46 deserving students pursuing higher education in the field of: i) Finance; and ii) Banking and Insurance, were selected for scholarship after a thorough screening process.

About local area development

The theme of local area development revolves around providing for development of Local Area (area in the city in which CARE’s office is located) in terms providing assistance and infrastructure to local bodies, government offices, schools and public places. Your Company considers sound infrastructure in government / municipal schools as one of the fundamental requirements for providing quality education and appropriate environment for study. To begin with and as a first such initiative in FY18, CARE Ratings explored the requirements in some schools around its office locations. We understood from the school management that availability of safe drinking water for the children and projectors with screens are their key requirements. Accordingly, we provided good quality water coolers with purifiers and projectors with screens to 19 municipal schools in Mumbai and Ahmedabad.

Human Resources

The level of analytical expertise has a bearing on the quality of the ratings assigned by a credit rating agency wherein human resources play an important role in the business. We have always believed in picking up the best talent and encouraging them to think independently while working in teams in order to enhance the quality of rating. We further enrich their talents by way of conducting induction and training programmes which are conducted by our Senior Experts in the field. In addition to in-house training sessions we sponsor attendance to external training programmes are fine tune the existing skills of the employees.

As of March 31, 2018, we had 627 employees compared with 569 as on March 31, 2017. Around 90% of the staff is professionally qualified in the areas of management, CA, CS, legal, economics, engineering etc. holding professional qualifications or are post graduates.

Depository Services

Our Company’s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2018, nearly 100 % of the equity shares of your Company were held in dematerialised form and 26 no. of shares are in Physical form which constitutes insignificant quantum of the equity shares of your Company.

Extract of Annual Return

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure II

Number of Meetings of the Board & its committees

a) Board of Directors

The Board of Directors met 5 (Five) times during the financial yeaRs.2017-18 on May 16, 2017, June 02, 2017, August 22, 2017, NovembeRs.15, 2017 and January 30, 2018.

b) Audit Committee

The Audit Committee met 5 (five) times during the financial yeaRs.2017-2018 on May 16, 2017, June 02, 2017, August 22, 2017, NovembeRs.15, 2017, December 05, 2017 and January 30, 2018.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee met 4 (four) times during the financial yeaRs.2017-2018 on May 16, 2017, June 02, 2017, August 22, 2017 and NovembeRs.15, 2017.

d) Stakeholders Relationship Committee

The Stakeholders Relationship Committee met 4 (four) times during the financial yeaRs.2017-2018 on May 09, 2017, August 16, 2017, November 07, 2017 and January 22, 2018.

e) Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee met twice during the financial yeaRs.2017-2018 on May 16, 2017 and December 05, 2017.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts for financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv They have prepared the annual accounts for financial year ended March 31, 2018 on a ‘going concern’ basis;

v They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating effectively;

vi. They have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on Directors’ appointment and remuneration

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure III to this Report and also available on the website of the Company viz.; www.careratings.com

Particulars of Loans, Guarantees or Investments under section 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

All transactions entered into during the financial yeaRs.2017-18 with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, 2013 with related parties which could be considered material. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

Attention of the members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts - Note No 31 forming part of the Standalone Financial Statements.

As required under Regulation 23 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Materiality of and dealing with Related Party Transactions which is available on the website of the Company at www.careratings.com.

Material Changes and Commitments affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2018 and the date of this report other than those disclosed in this report.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and outgo Conservation of Energy and Technology Absorption

Your Company has taken necessary steps and initiative in respect of conservation of energy to possible extent to conserve the resources as required under Section 134(3)(m) of the Companies Act, 2013 and rules framed thereunder. As your Company is not engaged in any manufacturing activity, the particulars of technology absorption as required under the section are not applicable.

Foreign Exchange Earnings and Outgo

During the year under review, the Company has earned a foreign exchange of Rs. 238.58 Lakhs and has spent a foreign exchange of Rs. 20.93 Lakhs.

Business Risk Management

Your Company has formulated a risk management policy to ensure that every effort is made to manage risk appropriately so as to maximize potential business opportunities and minimize the adverse effects of risk.

Corporate Social Responsibility

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Policy has been devised on the basis of the recommendations made by the CSR Committee. The CSR Policy of the Company and details about the development of CSR Policy as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure IV to this Report along with reasons for not spending any amount under CSR in the financial yeaRs.2017-18.

Vigil Mechanism - Whistle Blower

The Company has established a vigil mechanism for directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report and also posted on the website of the Company at www.careratings.com. During the year your Company affirm that no employee of the Company was denied access to the Audit Committee.

Annual Evaluation of Performance of the Board

The Board of Directors have carried out an annual evaluation of its own performance, own committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance Requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the basis of criteria such as skills, knowledge, discharge of duties, level of participation at the meetings etc., on the issues to be discussed.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views of executive directors and non-executive directors. Performance evaluation of independent Directors was done by the entire Board, excluding the independent Director being evaluated.

CARE Subsidiaries

CARE Risk Solutions Private Limited (CRSPL) (formerly known as CARE Kalypto Risk Technologies & Advisory Services Pvt. Ltd)

CARE Risk Solutions (100% subsidiary of CARE Ratings), a niche risk management solution provider for banking and financial institutions has diversified its product offerings. We developed a new product - IFRS-9 and Financial Reporting Automation system after surveying that this product has immense market potential. We successfully Implemented IFRS-9 in Sri Lanka and East Africa to leverage the first mover’s advantage, which in turn opens up more opportunities for us.

CRS has also started incubation in certain key areas like IFRS on cloud for NBFCs and small banks, Artificial Intelligence (AI) and machine learning led models for risk management solutions which enhance accuracy. This will help us to be ahead of the curve and become a leader in the market.

CRS is also a leader in the Sri Lanka market and going ahead would work to become a leader in East Africa too.

CARE Advisory Research and Training Limited (CART)

CARE Advisory Research and Training Limited is a wholly owned subsidiary of your Company which was incorporated on September 06, 2016. CART is in the business of Training, Advisory and Research.

Advisory Division

During FY 2017-18, CART has been able to expand its business offerings beyond TEV and now offer Valuation, Business plan preparation, financial improvement plan, bid process management, LIE services among other services. CART is empanelled by 7 Public sector banks for TEV assessments. CART executed a prestigious mandate on due diligence study of an acquisition target for an international client. During FY 2017-18, CART executed total of 76 Advisory assignments.

Research Division

CART services a variety of business research needs of its domestic and multinational clients with credible, high-quality research and analysis on various facets of the Economy and Industries. During the year, CART undertook 9 industry research assignments for clients to assist them in filing Draft Red Herring Prospectus.

Training Division

The Company caters to the training needs of corporates and professionals through its training programmes which are offered through on-line medium as well class room mode. During the year the company conducted 13 days of executive classroom trainings on various topics which included customized training for a bank and an NBFC.

During the year, the Company launched on-line Certificate Course in Credit Management (CCCM). The course was launched by Mr. S.B. Mainak, former MD of LIC and Chairman of CARE Ratings Ltd. in Mumbai on February 02, 2018.

CARE Ratings (Africa) Private Limited (CRAF)

CRAF has been operating in Mauritius since DecembeRs.2014. It got its credit rating license from Financial Services Commission in May, 2015 and had been recognised as an External Credit Assessment Institution (ECAI) by Bank of Mauritius in May, 2016. CRAF provides credit ratings and related services in Mauritius and has plans to venture into other geographies of Africa.

In Mauritius, CRAF provides ratings for various instruments such as bonds, debentures, commercial paper, bank deposits, structured finance and other debt instruments besides the bank facilities including term loans, working capital limits, non-funded exposures etc. CRAF will also cover rating of issuers including insurance companies, channel partner evaluation and SMEs.

Performance in FY17-18:

In FY17-18, CRAF has expanded its operations and assigned ratings to instruments in both the bond and bank facilities domain aggregating to around MURS.20.0 billion (MuRs.9.0 billion in FY17).

CRAF introduced the concept of Commercial Paper (C.P.) in Mauritius. In January 2018, Bank of Mauritius has published the Final - Guidelines on the Issue of Commercial Paper. The same is awaiting final approval of Ministry of Finance and expected to be effective shortly.

In OctobeRs.2017, Bank of Mauritius has published the revised guidelines on The Recognition and Use of External Credit Assessment Institutions whereby CRAF’s name and mapping of CRAF’s Ratings has been included in the Guideline. BOM also revised the risk weight in AA category from 50% to 30%.

CARE Ratings Nepal Limited (CRNL)

CARE Ratings Nepal Limited (CRNL) is incorporated in Kathmandu, Nepal and is the second credit rating agency to be licensed by the Securities Board of Nepal w.e.f. NovembeRs.16, 2017. CRNL is providing credit ratings and related services in the geography of Nepal. The rating services of CRNL majorly include IPO grading, issuer rating and rating of debt instruments. over the short period of operations, crnl executed rating assignments in various sectors namely commercial banks, finance companies, microfinance companies, general insurance companies and hydro power companies.

Material Non-Listed Indian Subsidiary

There is no material (non-listed) Indian subsidiary of your Company as on March 31, 2018.

Performance and Financial Position of Subsidiary, Associate and Joint Venture Company and their contribution to the overall performance of the Company

As required under Section 129 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards and form part of the Annual Report. Statement on the highlights of performance of the subsidiary companies and their contribution to the overall performance of the Company are given in the Form AOC-1 and note 45 of the consolidated financial statements and forms part of this report.

Details relating to Deposits covered under Chapter V of the Companies Act, 2013

Your company has not accepted any deposits within the purview of Chapter V of the Companies Act, 2013 during the year under review.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of your Company and its future operations.

Instances of fraud, if any reported by the Auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

Internal Financial Control System

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company and provisions of the Section 152(6) (e) of the Companies Act, 2013 Ms. Sadhana Dhamane (DIN: 1062315 ) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

Mr. V. Chandrasekaran (DIN: 03126243) was appointed as an Additional Director by the Board of Directors at its meeting held on NovembeRs.15, 2017. As per the provisions of section 161 (1) of the Companies Act, 2013, the tenure of Mr. V. Chandrasekaran will come to an end on the date of the ensuing Annual General Meeting. The Board of Directors at its meeting held on NovembeRs.15, 2017 on the recommendation of the Nomination and Remuneration Committee decided to appoint Mr. V. Chandrasekaran as a Non-Executive Director liable to retire by rotation subject to the approval of the shareholders at the ensuing Annual General Meeting. Further your Company has received a notice in writing proposing the appointment of Mr. V. Chandrashekaran as NonExecutive Director of your Company in compliance with the provisions of section 160 of the Companies Act, 2013. Your Company welcomes Mr. V. Chandrashekaran on Board of Directors of the Company.

Mr Adesh Kumar Gupta (DIN: 0020403) was appointed as an Additional Director (Independent) by the Board of Directors at its meeting held on May 22, 2018. As per the provisions of section 161 (1) of the Companies Act, 2013, the tenure of Mr Adesh Gupta will come to an end on the date of the ensuing Annual General Meeting. The Board of Directors at its meeting held on May 22, 2018 on the recommendation of the Nomination and Remuneration Committee decided to appoint Mr. Adesh Kumar Gupta as an Independent Director for a period of three years subject to the approval of the shareholders at the ensuing Annual General Meeting. Further your Company has received a notice in writing proposing the appointment of Mr. Adesh Kumar Gupta as an Independent Director of your Company in compliance with the provisions of the Companies Act, 2013. Your Company welcomes Mr. Adesh Kumar Gupta on Board of Directors of the Company.

Further, Mr Mahendra Naik, Company Secretary and Compliance Officer of the Company resigned from the services of the Company with effect from May 22, 2018, and your Company has appointed Mr Anandghan S. Bohra, as the Company Secretary and Compliance Officer with effect from May 22, 2018.

Auditor and Auditor’s Report

M/s. Khimji Kunverji & Co., Chartered Accountants (Firm Registration No. 105146W) were reappointed as the Statutory Auditors of the Company at the 23rd Annual General Meeting to hold office from the conclusion of 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting to be held in 2021.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Khimji Kunverji & Co., Chartered Accountants, Statutory Auditors, in their report.

Status of Investors Compliant

During the financial yeaRs.2017-18, your Company has received complaints with regard to non-receipt of annual report and nonreceipt of dividend. The details of complaints are appended to this Report as Annexure V.

Secretarial Audit Report

The Board of Directors of your Company have appointed M/s A K Jain & Co., Company Secretaries, Mumbai, to conduct the Secretarial Audit and his Report on Company’s Secretarial Audit is appended to this Report as Annexure VI.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s A K Jain & Co., Company Secretaries, Mumbai in their secretarial audit report.

Employees Stock Option Schemes

As required in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the disclosure relating to Credit Analysis and Research Limited (“ESOS - 2013”) is appended as Annexure VII respectively to this report.

Management Discussion and Analysis Report

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is annexed as Annexure VIII to this report.

Particulars of Employees

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure IX to this Report. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of managerial Personnel) Amended Rules, 2016 in respect of employees of your Company is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent.

Business Responsibility Statement

As per regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual report of top 500 listed entities based on market capitalisation (calculated on March 31 of every financial year), must include a business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified by the SEBI from time to time. The Business Responsibility Statement is annexed as Annexure X to this report.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Corporate Governance Report.

Audit Committee of the Company

Your Company’s Audit Committee comprises the following directors as its members:

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a policy on Prevention of Sexual Harassment at Workplace. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee (ICC) has been set up as per the provisons of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in order to investigate any complaints / issues related to sexual harassment. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the year ended March 31, 2018, the ICC did not receive any complaint pertaining to sexual harassment.

Compliance of the Secretarial Standards 1 & 2 Issued by The Institute of The Company Secretaries of India (ICSI)

The relevant Secretarial Standards issued by ICSI related to the Board and General Meetings have been complied by the Company.

Acknowledgements

The Board places on record its appreciation of the contribution of its employees to the company’s operations and the trust reposed in it by market intermediaries, issuers and investors. The Board also appreciates the support provided by the Reserve Bank of India, Securities Exchange Board of India and the Company’s Bankers, IDBI Bank and HDFC Bank.

On behalf of the Board of Directors

Place: Mumbai S. B. Mainak

Date: May 22, 2018 Chairman (DIN: 02531129)