Computer Age Management Services Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Companys Thirty Third Annual Report and audited financial statements for the year ended March 31, 2021.

1. FINANCIAL HIGHLIGHTS

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

Particulars Consolidated Standalone
For the FY 2020-21 For the FY 2019-20 For the FY 2020-21 For the FY 2019-20
In Rs. Lakhs In Rs. Lakhs In Rs. Lakhs In Rs. Lakhs
Revenue from Operations 70,550 69,963 67,375 66,146
Other Income 2,975 2,124 5,860 1,951
Total Income 73,525 72,087 73,235 68,097
Operating expenses 33,916 34,472 34,285 34,053
Other expenses 7,033 6,834 6,305 6,118
Operating Profit 32,576 30,781 32,645 27,926
Depreciation 4,341 5,125 3,939 4,594
Interest 790 972 706 805
Profit Before Tax 27,445 24,684 28,000 22,527
Tax Expenses 6,916 7,495 6,103 6,119
Profit for the year 20,529 17,189 21,897 16,408
Other Comprehensive Income 42 (101) 35 (61)
Total Comprehensive Income for the year 20,571 17,088 21,932 16,347
Earnings per Equity Share
Basic 42.08 35.24 44.89 33.65
Diluted 41.93 35.21 44.72 33.63
Other Equity (including retained earnings) 46,708 50,010 42,092 44,033
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone). 30,886 33,921 39,712 41,927

2. OVERVIEW OF PERFORMANCE

During the financial year 20-21, the consolidated revenue from operations of the company was at Rs. 70,550 lacs as against Rs. 69,963 lacs in the previous year. Profit before Tax was Rs. 27,445 lacs as against the previous year PBT of Rs. 24,684 lacs. Earnings Per Share was Rs. 42.08 as against the previous year which was at Rs. 35.24 per share. Though the year started with uncertainty, outlook improved substantially as the year progressed. Mutual Fund business which constitutes major component of revenue is largely dependent on the assets serviced by the Company. Average Assets serviced by the Company grew during the year. Equity asset class growth was aided by valuation gains while debt category growth was catalyzed by inflows and market gains. Lockdowns across the Country of varying degrees through the year impacted nonmutual fund businesses adversely. The Company has also taken various initiatives for automation of different processes and is also for introducing new value-added services. 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 at March 31,2021 was Rs. 48,79,10,380/- as against Rs.48,76,00,000/- 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 6,82,902 options have been granted. Out of these options, 31,038 options have been converted into equity shares after the vesting period. Consequent to the Company getting listed on October 01, 2020, in terms of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the Company is required to obtain the approval of shareholders post listing and the same is being sought at the ensuing Annual General Meeting.

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 containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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/about-cams/shareholder- relations/policies

During the year, your directors declared and paid interim dividend of Rs. 51.10 per share in five tranches as per the details given below. The Directors are also recommending a final dividend of Rs. 11.84 per equity share of 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 July 29, 2021.

Details of Interim Dividend Paid:

Particulars Approval Date Payment Date Dividend per equity share (in Rs.) No. of Shares (in Million) Dividend paid (in Million)
First Interim Dividend 10.05.2020 19.05.2020 7.90 48.76 385.20
Second Interim Dividend 16.06.2020 19.06.2020 3.25 48.79 158.56
Third Interim Dividend 10.08.2020 13.08.2020 25.60 48.79 1248.94
Fourth Interim Dividend 11.11.2020 03.12.2020 6.75 48.79 329.31
Fifth Interim Dividend 11.02.2021 05.03.2021 7.60 48.79 370.81

6. IMPACT OF COVID-19

The outbreak of the COVID-19 pandemic has led to an unprecedented health crisis and has disrupted economic activities and trade globally. In the light of this, the financial year 2020-21 began in the middle of an intense nationwide lockdown mandated due to the unprecedented crisis arising from the spread of Coronavirus.

Your Company invoked Level 2 BCP (i.e., severe external situation leading to a scenario where only the most essential services would be provided) immediately, as the Phase I lockdown was announced. During the initial week, the company delivered all the critical deliverables. All the electronic & digital modes of transaction continued to function with support from CAMS.

For the first time in the history of the organization work-from-home was adopted after working through numerous design-aspects of the new paradigm such as information security, availability of desktops and last mile connectivity in the houses of employees. There has been a widespread recognition from clients, on the resilience exhibited by your company in these testing times and the spirit of commitment that CAMS team has displayed in getting things done in the face of mounting odds.

The Company has put in place measures to ensure the well-being of its employees by re-enforcing the importance of social distancing, safe working practices and general personal hygiene.

The situation continues to be the same till date in view of the second wave of Covid 19 and the lockdowns at different parts of the country.

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 also carrying on the payment services to its various mutual fund client and others. It has recently obtained the Registration certificate as a Central Record Keeping Agency (CRA) for the Pension Fund Regulatory Authority of India. It also extends the facility of call center operations to its various clients and acting as Depository Participant for Investor.

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.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis 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, 2021, the liquidity position of the Company was Rs. 17,124 lacs [excluding Fixed Deposit(s) (FD) under Lien of Rs. 2,055 lacs for against issue of Guarantee by Banks] as against Rs. 22,038 lacs as on March 31, 2020. (excluding FDs under Lien of Rs. 86 lacs)

9. SUBSIDIARY COMPANIES

As of March 31, 2021, your Company has 6 wholly owned subsidiaries (including 1 step-down subsidiary).

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.

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.

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. Your Company is the major client for Sterling. SSPL is pursuing various avenues to increase its external business.

CAMS Financial Information Services Private Limited ("CAMS FIS") has been incorporated for 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. The Company also has put in place the required infrastructure and is in discussions with the clients and Financial institutions for commencing the commercial activities.

CAMS Payment Services Private Limited ("CAMS PAY") has been incorporated for carrying on the business of "Payment Aggregator". An application to the Reserve Bank of India ("RBI") has been submitted seeking certificate of Registration for carrying out the activities.

Foreign Subsidiary

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

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.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at the web-link: https://www. camsonline. com/about-cams/shareholder- relations/policies

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/financial-information

Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary. 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 armss length. These Related Party Transactions (RPTs) were not material transactions under Regulation 23 of the Listing Regulations. There were no materially significant related party 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: https://www.camsonline.com/about-cams/ shareholder-relations/policies

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

As on March 31,2021, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013. Details of investments made by the company 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.

12. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met nine times during the Financial Year 2020-21. The meetings were held on the following dates:

• June 16,2020

• August 10, 2020

• August 27, 2020

• September 11, 2020

• September 24, 2020

• September 29, 2020

• November 11, 2020

• February 11, 2021

• March 20, 2021

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, 2021, your Company had 7 Directors, which includes 3 Independent Directors and 2 Non-Executive Nominee Directors, 1 Non-Independent Non-Executive Director and 1 Executive Director.

Independent Directors

Mr. Dinesh Kumar Mehrotra is the Chairman & Independent Director. Mr. Natarajan Srinivasan and Ms. Vijayalakshmi Rajaram Iyer are other Independent Directors in 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. Zubin Soli Dubash* and Mr. Narendra Ostawal are Non-Executive Nominee Directors of the Company and they are the Nominee Directors 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.

Appointments/Re-appointment

As per the provisions of the Companies Act, 2013, Mr. Narendra Ostawal will retire as director at the ensuing Annual General Meeting and being eligible, seeks reappointment. The Board recommends his reappointment.

Key Managerial Personnel

During the year under review, there was no change in KMP of the Company. The following personnel continue as KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Anuj Kumar, Whole-Time Director and Chief Executive Officer;

2. Mr. M. Somasundaram, Chief Financial Officer;

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 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 Whole-Time 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/about-cams/shareholder-relations/policies

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 evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson.

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 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 LODR 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 audits conducted by the Internal Auditors. 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, assessment, measurement and 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. Zubin Soli Dubash*

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 30‘h Annual General Meeting ("AGM") to hold office for a period of five years, commencing from the conclusion of the 30h AGM held on June 25, 2018 till the conclusion of the 35h 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 B Chandra & Associates, Company Secretaries (Firm Registration No. P2017TN065700) 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 M/s. B. Chandra & Associates, Company Secretaries, and the managements responses to the observations in the report is attached as Annexure 3 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 and facilitates deliberation on the social and environmental consequences of each of the decisions made by the Board.

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) Rules, 2014.

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure to this Report.

20. RISK MANAGEMENT POLICY

The Company has 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/about-cams/shareholder- relations/policies

21. NOMINATION AND REMUNERATION POLICY

In accordance to 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/about-cams/shareholder- relations/policies

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 Regulations, 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:

https://www. camsonline. com/Downloads/ Whistleblower%20Policv. pdf

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

The details 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.

There are no significant or material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2021 and 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.

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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 a Certificate from the Secretarial Auditors of the 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 REPORT

Pursuant to Regulations 34 of the Listing Regulations, Business Responsibility 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/about-cams/shareholder- relations/annual-return-form

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, 2021, 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 at March 31, 2021 and of the profit of the Company for year ended on that date;

c) they have taken proper and sufficient care for the 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 effectively; and

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 / material 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 was listed in BSE Limited with effect from October 01,2020 and was listed in NSE with effect from May 07, 2021. 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, no cases were reported. There were no open cases pending as on March 31, 2021.

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 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 Annexure 1 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. AWARDS & RECOGNITION

During the Year, the Company was awarded as the Star of FinTech in Tamil Nadu (highest category recognition) by Government of Tamil Nadu recognizing the difference it has made over the years to Financial Services enabled by Technology. The Company was incorporated and has its operations based from Chennai, Tamil Nadu.

36. SECRETARIAL STANDARDS

During the year 2020-2021, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

37. 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 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 25, 2021 DIN: 00142711