ICRA Ltd

ICRA Ltd is one of the most experienced Credit Rating Agencies in India. The company rates rupeedenominated debt instruments issued by manufacturing companies, commercial banks, nonbanking finance companies, financial institutions, public sector undertakings and municipalities. They also rates structured obligations and sectorspecific debt obligations such as instruments issued by Power, Telecom and Infrastructure companies. The other services offered by them include Corporate Governance Rating, Stakeholder Value and Governance Rating, Credit Risk Rating of Debt Mutual Funds, Rating of Claims Paying Ability of Insurance Companies, Project Finance Rating, and Line of Credit Rating. The company operates its business from its offices located in New Delhi, Gurugram, Mumbai, Kolkata, Chennai, Ahmedabad, Bangaluru, Hyderabad and Pune. ICRA Ltd was incorporated on January 16, 1991 by leading financial/investment institutions, commercial banks and financial services companies as an independent and professional Investment Information and Credit Rating Agency with the name Investment Information and Credit Rating Agency of India Ltd. The company launched Credit Rating Service on September 1, 1991.In the year 1993, the company launched Investment Information Service and Research Publications and in the year 1995, they launched the services of Credit Assessment for small and medium scale industries and Earning Prospects and Risk Analysis for Equity Investor. In the year 1996, they signed an agreement with Moodys Risk Management Services to provide credit education, risk management software, credit research and consulting services to commercial banks, financial and investment institutions, financial services companies and mutual funds in India.In the year 1997, the company launched ICRA Bulletin and in the year 1998, they introduced a Rating Methodology for the Claims Paying Ability of General Insurance companies in India. In the year 1999, the company became the first Indian Rating Agency to rate all NonLife Insurance companies in the country. Also, they launched Rating service for Debt Fund Scheme and Grading Service for entities involved in construction projects.In the year 2001, Moodys Investment Company India (Pvt) Ltd became the largest shareholder in the company. In the same year, the company launched their Corporate Governance Ratings for the Indian Market. Also, they joined with National Real Estate Development Council and launched the ICRANAREDCO Grading System for real estate developers and projects.In the year 2002, the company launched Grading scheme for Healthcare institutions in India and in the year 2003, they launched Project Finance Assessment/ Rating Service. Also, the company entered into a shareholder and subscription agreement with Online IndiaCapital.com.In the year 2004, the company launched the services of Grading of Mutual Fund Management Quality and Maritime Training Institutes in India. In the year 2005, they launched NSICICRA Performance and Credit Rating Scheme for Small Scale Enterprises in India. In the year 2006, the company demerged their Consulting Division and transferred to ICRA Management Consulting Services Ltd with effect form April 1, 2005. Also they acquired ICRA Online Ltd and Computer Exchange Pvt Ltd, which were renamed as ICRA Techno Analytics Ltd. During the year 200607, the company acquired the balance shares of ICRA Online Ltd and converting ICRA Online Ltd to a wholly owned subsidiary company.During the year 200708, ICRA Techno Analytics Ltd, a wholly owned subsidiary company incorporated ICRA Techno Analytics, Inc in US and also acquired a Kolkata based software services company namely, Axiom Technologies Pvt Ltd. ICRA Management Consulting Services Ltd, a wholly owned subsidiary company signed a MoU with Dun Bradstreet Philippines Inc. and Virtus Global Partners Inc for offering advisory/consulting services in Philippines and USA respectively.During the year 2014, ICRA Techno Analytics Limited (ICTEAS), a wholly owned subsidiary of the Company, through its subsidiary ICRA Global Capital Inc., increased its equity stake to 100% in BPA Technologies Inc. (BPA), thereby making BPA a whollyowned subsidiary of ICTEAS. BPA is a Californiabased global business consulting and software technology services firm. Other than in California, BPA has development centres in Chennai and Visakhapatnam. Focused on enterprise content management, enterprise portal and collaboration, BPA offers strategy consulting, implementation and application management services in its areas of specialisation. Moodys Singapore Pte Ltd along with Moodys Investment Company India Private Limited and Moodys Corporation made a Conditional Open Offer under Regulation 3(2) and Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Takeover Regulations) vide a Public Announcement dated February 21, 2014 for the acquisition, from public shareholders, of up to 26,50,000 equity shares, representing 26.50% of the total equity shares, of the Company, at a price of Rs. 2,000 per equity share and subsequently revised the price upwards to Rs. 2,400 per equity share. The tendering period commenced on June 3, 2014 and closed on June 16, 2014. Pursuant to the closing of the tendering period, Moodys Singapore Pte Ltd acquired 2,154,722 equity shares tendered in the Open Offer, amounting to a total of 21.55% of the equity share capital of the Company. This resulted in an increase in the Moodys Groups total equity shareholding in the Company to 50.06% of the equity share capital of the Company.During 201617, the Company has sold its Kolkatabased wholly owned subsidiary, which is engaged in information technology and business analytics services, to a global client base.During 201617, members of the Company had approved the sale of its entire shareholding in ICRA Techno Analytics Limited (now known as Nihilent Analytics Limited), then a whollyowned subsidiary of the Company, inclusive of its four direct and indirect subsidiaries, to Nihilent Technologies Limited, which sale was consummated on October 7, 2016. Additionally, in 201617, PT. ICRA Indonesia surrendered its rating licence and the Company initiated its liquidation proceedings.During the year 201617, the Board of Directors of the Company at their meeting held on February 9, 2017, had approved the buyback of the Companys fully paidup equity shares of the face value of Rs.10 each from its members/beneficial owners, other than those who are promoters or the persons in control of the Company and the promoter group, from the open market through stock exchange mechanism i.e. using the electronic trading facilities of the BSE Limited and the National Stock Exchange of India Limited, where the equity shares are listed in accordance and consonance with the provisions contained in the Companies Act, 2013 and the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (Buy Back Regulations). As prescribed under the Buyback Regulations and the Act, the buyback of the Company was for a total amount not exceeding Rs. 40 crores and at a price not exceeding Rs. 4,500 per equity share, payable in cash. The maximum buyback size represented 9.91% of the aggregate of the Companys paidup equity share capital and free reserves based on the standalone audited financial statements of the Company as at March 31, 2016. Further, since the maximum buyback size was less than 10% of the total paidup equity share capital and free reserves of the Company, in accordance with the proviso to the Section 68(2)(b) of the Act, approval from the members of the Company was not necessary to be taken. The buyback commenced from March 2, 2017 and closed on April 3, 2017. Till the date of closure of the buyback, the Company bought back 96,720 equity shares at an average price of Rs. 4,135.54 per equity share for a total consideration of Rs. 39,99,89,225/ (excluding transaction costs), representing 99.997% of the total approved amount of Rs. 40 crores towards the buyback.