computer age management services ltd share price Directors report


Dear Members,

Your Directors are pleased to present the Companys Thirty Fourth Annual Report and audited financial statements for the year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Results are as follows:

Consolidated Standalone
Particulars For the FY 2021-22 For the FY 2020-21 For the FY 2021-22 For the FY 2020-21
In Rs Lakhs In Rs Lakhs In Rs Lakhs In Rs Lakhs
Revenue from Operations 90,967 70,550 86,377 67,375
Other Income 1,727 2,975 3,976 5,860
Total Income 92,694 73,525 90,353 73,235
Operating expenses 41,474 34,100 40,950 34,469
Other expenses 7,080 6,848 6,416 6,121
Operating 44,140 32,576 42,987 32,645
Depreciation 5,162 4,341 4,740 3,939
Interest 713 790 662 706
Profit Before Tax 38,265 27,445 37,584 28,000
Tax Expenses 9,570 6,916 8,643 6,103
Profitforthe 28,695 20,529 28,941 21,897
Other Comprehensive Income 41 42 104 35
Total Comprehensive Income for the year 28,736 20,571 29,046 21,932
Earnings per Equity Share
Basic 58.73 42.08 59.23 44.89
Diluted 58.41 41.93 58.91 44.72
Other Equity (including retained earnings) 59,873 46,708 55,567 42,092
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone) 37,905 30,886 47,983 39,712

2. OVERVIEW OF PERFORMANCE

During FY 2021-22, the consolidated revenue from operations of the Company was at Rs 90,967 lacs as against Rs 70,550 lacs in the previous year. The Profit Before Tax was Rs 38,265 lacs as against the previous year PBT of Rs 27,445 lacs. The Earnings Per Share was Rs 58.73 as against the previous year which was at development,

Rs 42.08 per share.

Though the year started with uncertainty, outlook improved substantially as the year progressed.

Average Assets serviced by the Company grew during the year. Equity asset class growth was aided by valuation gains and positive inflows aided by growing Assets Under Management ("AUM") in Systematic Investment Plans (SIP). In a significant during the year the Company has been appointed as the Registrar and Transfer Agent for Franklin

Templeton Mutual Fund which further crystalized the leadership position of CAMS in the RTA space.

There were several landmark New Fund Offers("NFO") launched during the year and almost each posted excellent results in terms of consumer acceptance and mobilization numbers. The mutual fund operations also witnessed all round highs across key metrics - transactions, AUM & SIPs both count & collections. SIP new registrations also continued the unabated. AUM growth story saw an upswing particulary with Equity AUM registering a life time high.

CAMS transaction volume touched a historic high in FY 2021-22 at 415.90 Million transformational automation projects, reimagined processes and digitalization enabled operational excellence. Investor satisfaction scores at 95% is a testimony to CAMSs service excellence. The Company continue to make significant progress in building new business & revenue-lines on the back of existing platform capabilities. These initiatives also enabled the improved performance.

3. SHARE CAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2022 was Rs 48,90,34,700/- as against Rs 48,79,10,380/- during the previous year. The enhancement in the paid-up capital is due to the allotment of shares to the employees against the conversion of the ESOP which have become vested to them during the year.

The Company has an existing Employees Stock Option Plan under which an aggregate of 12,82,902 options have been granted till March 31, 2022. Out of these options, 1,43,470 options have been converted into equity shares after the vesting period.

4. RESERVES

The Company does not propose to transfer any amount to the Reserves.

5. DIVIDENDS

The Company has a Dividend Distribution Policy approved by the board on January 2, 2020, containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and is provided as Part B (VI) to this Report. The

Dividend Distribution Policy is as also available on the website of the Company at the web-link: https://www.camsonline.com/assets/image/about/pdf/ Policy/Dividend%20Distribution%20Policy.pdf

During the year, your Directors declared and paid three interim dividends totaling to Rs 26.75 per share on the dates specified below. The Directors are also recommending a finaldividend of Rs 12.00 per equity share at the face value of Rs 10. This will be paid subject to the same being approved by the shareholders at the Annual General Meeting scheduled to be held on June 30 2022.

Details of Interim Dividend Paid:

Particulars Approval Date Payment Date Dividend per equity share (in Rs) Dividend paid (Rs in crs)
First Interim Dividend 10.08.2021 08.09.2021 6.50 31.74
Second Interim Dividend 14.11.2021 06.12.2021 9.50 46.46
Third Interim Dividend 10.02.2022 05.03.2022 10.75 52.57

6. IMPACT OF COVID-19

During the year, the second wave of the Covid 19 pandemic accelerated across the country. A spurt of cases ensued in many states including Tamil Nadu and the virus affected entire families. Even as the country scrambled to drive vaccination, various forms of restrictions were imposed initially, and then continuous lockdowns were placed across cities and states by local authorities. The virus affected many of the employees and their family members as well.

Despite the force and pace of the pandemic spread,

Company has been able to continue to provide all services to the AMCs with very little compromise or scale-back. It ramped up Work From Home ("WFH") to 75% of the workforce with select team members alone coming to the office and being accommodated in hotels next to the offices. In operating units where key managers were affected or specific teams were impacted, the Company provided support from other parts of the organization on a temporary basis and the team stretched as needed.

7. STATE OF THE COMPANYS AFFAIRS

Your Company serves as the technology enabled service solutions partner to Mutual Funds and Private

Equity Funds. The Company is registered with the Securities and Exchange Board of India (‘SEBI) to provide Registrar & Transfer Agency services to Mutual Funds. It has been classified as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2 Million Folios. As a regulated organization, the Company brings highest standards to service delivery and adherence to regulations. The Company also extends the facility of call center operations to its various clients and acting as Depository Participant for Investors. The

Company is also carrying on the payment services to its various mutual fund clients and others. The activity which was unregulated has been brought under the purview of Reserve Bank of India ("RBI"). An application has been filed with RBI for being registered as Payment

Aggregator and the same is under process.

During the year, an office has been set up at Gujarat International Finance Tec-City (GIFT) for catering to the clients operating from the above place. The Companys operations as a Central Record Keeping Agency ("CRA") was launched in the month of March 2022. CAMS CRA is the first CRA in the country to be fully deployed and hosted on the cloud. It has received positive response from the market and has enrolled more than 2000 subscribers as on date.

The Account Aggregator ("AA") business and the Technology Service Provider activities for the AA activities have been commenced during the year through the subsidiaries.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report ("MD&A

Report") which forms part of the Annual Report and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. CAPITAL EXPENDITURE AND LIQUIDITY

The operations of the Company are not capital intensive. It is not availing any kind of working capital facility from the Banks or financial institutions. The capital expenditure is mainly towards upgradation of technology, improvements to the cyber security and physical infrastructure required for its operations. As on March 31, 2022, the consolidated liquidity position of the Company was Rs 37,905 lacs [excluding Fixed Deposit(s) (‘FD) under Lien of Rs 2,067 lacs for issue of Guarantee by Banks] as against Rs 30,886 lacs as on March 31, 2021 [excluding Fixed Deposit(s) (‘FD) under Lien of 2,080 lacs for issue of Guarantee by Banks].

9. SUBSIDIARY COMPANIES

As of March 31, 2022, your Company has 6 wholly owned subsidiaries (including 1 step-down subsidiary which is under the process of winding up). On April 5, 2022, the Company has acquired 51% share capital of Fintuple Technologies Private Limited, which has become a subsidiary as on the above date.

Domestic Subsidiaries

CAMS Insurance Repository Services Limited ("CAMS REP") is licensed by IRDAI to offer Insurance Repository services to Insurance policy holders. The Company has developed outsourcing solutions for new business processing and policy holder services for leading private insurance companies. This Company is serving leading insurance companies which include Life, Health and General insurance companies. It has also launched industry first "PolicyGenie Deep Contact Tracing product", an efficient and cost-effective solution leveraging emerging digital technologies.

CAMS Investor Services Private Limited ("CAMS KRA") is registered with Securities and Exchange Board of India as a KYC Registration Agency and is licensed for implementation of SEBIs vision of a harmonized KYC process. During the year, it crossed a milestone of having more than 10 Million KYC records.

Sterling Software Private Limited ("SSPL") is the software development arm for the group and brings high specialization in building technology solutions for financial services domain. SSPL during the year has developed appropriate solutions for use by entities accessing data through Account Aggregator platform.

CAMS Financial Information Services Private Limited ("CAMS FIS") is carrying on the business of "Account Aggregator" as a Non-Banking Financial Company. The Company has received the Certificate of Registration from Reserve Bank of India ("RBI") as a Non-Banking Finance Company Account Aggregator and has commenced commercial operations.

CAMS Payment Services Private Limited ("CAMS

PAY") has been incorporated for carrying on the business of "Payment Aggregator". Presently it is not carrying on any business activity. It is intended that the payments business which is being carried out by CAMS will be taken over by this subsidiary subject to various regulatory approvals.

Fintuple Technologies Private Limited

("FINTUPLE")

Your Company has acquired controlling stake in Fintuple with effect from April 5, 2022 after which it has become a subsidiary of the Company. Founded in 2018, Fintuple is a new age start-up which has launched niche technology offerings in the areas of client digital on-boarding, eKYC, fund reports, and other support digital solutions for Alternate Investment Funds ("AIF") and Portfolio Management Solutions ("PMS"). In a short span, Fintuple has added marquee AIF brands and Banks to its client roster and is set to expand its footprint as the gateway connecting the digitally savvy consumers to digitally enabled manufacturers relatedand providers via APIs.

Foreign Subsidiary

Sterling Software (Deutschland) GmbH ("SSGMBH") is a wholly owned subsidiary of Sterling Software Private Limited incorporated in Germany and was engaged in the business of providing IT Software services and consultancy. The Company has taken steps for winding down this subsidiary due to inadequacy of revenue from German operations and resultant unviability. The winding up is in progress.

A report on the performance and financial position of the subsidiaries whose financial statements are considered for preparation of Consolidated Financial Statements of the Company as per the Act (in the prescribed format i.e., "Form AOC-1") is provided as Annexure to the Consolidated Financial Statements.

The policy for determining material subsidiaries as approved by the Board may be accessed on the

Companys website at the web-link: h t t p s : / / w w w. c a m s o n l i n e . c o m / D o w n l o a d s / Corporate%20Governance%20Policies.pdf

None of the subsidiaries of the Company fall under the category of material subsidiary. In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements are available on the Companys website at the web-link: https://www.camsonline.com/about-cams/shareholder-relations/annual-report

Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Companys Corporate Office. Further, the said documents will be available for examination by the Shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 10.00 AM to 12.00 Noon up to the date of the ensuing Annual General Meeting.

10. RELATED PARTY TRANSACTIONS

During the year under review, the contracts and arrangements with wholly owned subsidiaries have been entered by the Company in its ordinary course of business and at arms length. These Related Party Transactions ("RPT") were not material transactions under Regulation 23 of the Listing Regulations. party There were no materially significant transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC- 2, the same is not provided. Attention of the members is drawn to Note No. 31 to the Standalone Financial Statements which sets out related party disclosure.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company: h t t p s : / / w w w. c a m s o n l i n e . c o m / D o w n l o a d s / Corporate%20Governance%20Policies.pdf

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

Details of investments made by the Company as on March 31, 2022, in the wholly owned subsidiaries and investment of surplus funds in Mutual Funds and Bank deposits made in the regular course of the business have been included in Notes of the Standalone Financial Statements. Other than above, the Company has not given loans, made investments, or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

12. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met six times during the Financial Year 2021-22. The meetings were held on the following dates:

May 25, 2021 August 10, 2021

November 14, 2021

February 10, 2022 March 04, 2022 March 30, 2022

The details of the Board Meetings and attendance of

Directors are provided in the Corporate Governance

Report, which forms a part of this Annual Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2022, your Company had 7 Directors, which includes 3 Independent Directors, 2 Non-Executive Non-Independent Director, 1 Non-Executive Nominee Director and 1 Managing Director.

Independent Directors

Mr. Dinesh Kumar Mehrotra is the Chairman & Independent Director of the Board. Mrs. Vijayalakshmi Rajaram Iyer is an Independent Director and Women Director of the Board. Mr. Natarajan Srinivasan is an Independent Director of the Board.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Non-Executive Nominee Directors

Mr. Narendra Ostawal is a Non-Executive Nominee Director of the Company, and he is a Nominee Director of Great Terrain Investments Limited, Promoter of the

Company.

Non-Executive Non-Independent Directors

Mr. Vedanthachari Srinivasa Rangan is a Non-Executive Non-Independent Director of the Company. Previously he was the Nominee of HDFC Limited one of the Shareholders of the Company. Mr. Sandeep Ramesh Kagzi is the other Non-Executive Non-Independent Director of the Company.

Changes in the Board of Directors

Mr. Zubin Soli Dubash resigned from the Board with effect from June 21, 2021. Mr. Sandeep Ramesh Kagzi was appointed as an Additional Director with effect from June 22, 2021 and was appointed as a Director by the

Members at the Annual General Meeting held on July 29,

2021. M/s. Great Terrain Investment Limited, the promoters have nominated Mr. Sandeep Ramesh Kagzi as their Nominee to the Board with effect from April 11, 2022 which has been taken note of by the Board on April 20, 2022.

As per the provisions of the Companies Act, 2013, Mr. Vedanthachari Srinivasa Rangan will retire as director at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

During the year, consequent to the super annuation of Mr. Somasundaram, Mr. S. R. Ramcharan was appointed as the Chief Financial Officer of the Company with effect from August 1, 2021.

Mr. Anuj Kumar was appointed as Managing Director for a period of five years with effect from August 1, 2021 and the same was approved by the shareholders at the

Annual General Meeting held on July 29, 2021.

The following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Anuj Kumar, Managing Director;

2. Mr. S. R. Ramcharan, Chief Financial Officer; and

3. Mr. G. Manikandan, Company Secretary.

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter-alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one-to-one discussion with the Managing Director to familiarize the former with the Companys operations.

2) An opportunity to interact with other business heads and senior officials of the Company, who also make presentations to the Board members briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarization policy may be accessed on the Companys corporate website: https://www.camsonline.com/assets/PDF/ABOUT_ CAMS/Familiarization%20Program%20for%20 Independent%20Directors%20-%20Final.pdf

15. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the

Chairperson. assessment, measurement The Company has formulated a Board Evaluation template for performance evaluation of the Independent

Directors, the Board, its Committees and other individual

Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive

Directors.

The template provides the criteria for assessing the performance of Directors and comprises of various key areas such as attendance at Board and Committee

Meetings, quality of contribution to Board discussions and decisions, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired regarding the Companys business/ activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

The formal Board evaluation as mandated under the Companies Act and Listing Regulations has been carried out during the year.

16. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has also secured Service Organization Control Compliance SOC 1 in accordance with SSAE

16 and SOC 2 under AICPA. The Company is also ISO 9001- 2008 and ISO 27001 certified.

The internal financial control system is supplemented by Internal audits. An external audit firm has been appointed for carrying on the Internal Audits. The Audit Committee of the Board of Directors reviews the reports of the Auditors at its periodical meetings. Navision, an Enterprise Resource Planning system from Microsoft, is implemented to assist with financial accounting.

The Company has in place a Risk Management Policy for identification, reporting of business risks faced by the Company. The Risk Management Committee oversees the Risk Management framework on a periodic basis. Risk Control and Mitigation mechanisms are tested for their effectiveness on regular intervals.

17. AUDIT COMMITTEE

The Audit Committee comprises of: i. Mr. Natarajan Srinivasan - Chairman ii. Mr. Dinesh Kumar Mehrotra iii. Mrs. Vijayalakshmi Rajaram Iyer iv. Mr. Sandeep Ramesh Kagzi

During the year under review, all recommendations of the Audit Committee were accepted by the Board.

18. AUDITORS

(i) Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants (ICAI Firm Registration No.000511S), were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting ("AGM") to hold office for a period of five years, commencing from the conclusion of the 30th AGM held on June 25, 2018 till the conclusion of the 35th AGM of the

Company to be held in the year 2023.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Secretarial Auditors

The Company has appointed Ms. B. Chandra,

Practicing Company Secretary (Certificate of Practice No. 7859), to conduct Secretarial Audit as per the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Ms. B. Chandra, Practicing Company Secretary is attached as an Annexure to the Boards Report.

19. CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, CAMS is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees the activities relating to activities supporting the social and environmental causes.

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)

Amendment Rules, 2021.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure to this Report.

20. RISK MANAGEMENT POLICY

The Company has also in place a Risk Management Policy which includes the following:

The objective and scope

Components of sound risk management system The risk management principles Risk governance structure and defining their roles and responsibilities Risk management framework defining risk, risk appetite/ risk tolerance, potential events, risk statement, risk indicators, risk management, risk attributes and risk factors

The policy is available on the website of the Company at the link: https://www.camsonline.com/Downloads/Risk%20 Management%20Policy.pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination and Remuneration Policy. The policy is available on the website of the Company at the link: https://www.camsonline.com/assets/PDF/ABOUT_ CAMS/Nomination%20and%20Remuneration%20 Policy%20-%20Final.pdf

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy which provides for adequate safeguards against victimization of persons who use Vigil Mechanism and make provision for direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at the link: h t t p s : / / w w w. c a m s o n l i n e . c o m / D o w n l o a d s / Whistleblower%20Policy.pdf

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under: (i) Conservation of energy The Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible.

(ii) Technology absorption The Company employs a homegrown platform in its operations. Appropriate technology is used in the platform and in the improvements, as is being carried out from time to time.

(iii) Foreign exchange earnings and outgo The information on foreign exchange earnings and outgo is furnished in Note No. 30 of the Standalone Financial Statements.

24. OTHER DISCLOSURES

During the year under review, there has been no Material change in the nature of business of the Company.

and There are no significant commitments affecting the financial position of Company which has occurred between the end of the financial year of the Company i.e., March 31, 2022 and as on the date of this Boards Report.

No disclosure is required in respect of the details relating to the deposits under Chapter V of the Companies Act,

2013 as the Company has not accepted any deposits.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

25. CORPORATE GOVERNANCE

Your Company is committed to maintain the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A Report on Corporate Governance along with of the a Certificate Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the

Annual Report.

26. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility And Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

27. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been placed on the website of the Company and can be accessed: https://www.camsonline.com/assets/PDF/Annual_ Return_FORM_NO_MGT_7_FY21_22_03062022.pdf

28. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material deviations from the same;

b) 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 as of March 31, 2022 and of the profit of the Company for year ended on that date;

c) they have taken proper and maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating and effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Companys operations in future.

30. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees as applicable to both these Exchanges.

31. UNPAID DIVIDEND AND INVESTOR

EDUCATION AND PROTECTION FUND (IEPF)

The Company has displayed in its website the details of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees.

The Policy has been communicated internally to all employees and is made available on the Companys

Intranet Portal.

During the year, 2 cases were reported and disposed. There were no cases pending as on

March 31, 2022.

33. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as "CAMS Employee Stock Option Plan, 2019". The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is administered by the Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the

Companies Act, 2013.The scheme has been approved by the shareholders on July 29, 2021.

The details of the Employee Stock Options Plan forming part of the Notes to accounts of the Financial Statements in this Annual Report and available on our website www. camsonline.com

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as an Annexure to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

35. SECRETARIAL STANDARDS

During the year 2021-2022, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

36. ACKNOWLEDGEMENTS

Your Directors wish to thank the Asset Management Companies, Private Equity Funds, Banks, NBFCs, Insurance companies and the Bankers with whom the Company is having business relationship and look forward to their continued support. Your Directors would also like to thank Ministry of Corporate Affairs, Securities and Exchange Board of India, Reserve Bank of India, Insurance Regulatory and Development Authority of India, Unique Identification Authority of India and Pension Fund Regulatory and Development Authority for their guidance and support during the year and look forward for their support in future. Your Directors also wish to thank the shareholders, Stock Exchanges and Depositories for their continued support and cooperation.

Your Directors also wish to place on record their appreciation of the concerted efforts by all the employees in extending full support in implementing various plans for the growth of your Company.

On behalf of the Board of Directors
Sd/-
Dinesh Kumar Mehrotra
Place: Chennai Chairman
Date: May 05, 2022 DIN: 00142711