CAMSAnnualReport 2020 2021
CAMSAnnualReport 2020 2021
CAMSAnnualReport 2020 2021
Legacy of
Commitment
ANNUAL REPORT 2020-21
Computer Age Management Services Limited
Other milestones
• CAMS Financial • Certificate of • MF Investor • Expansion into new
Information Services Registration awarded Satisfaction Survey, business for digital lien
Private Limited (‘CAMS as a Central Record- carried out in March on MF, Reconciliation
FIS’) a wholly-owned keeping Agency (CRA) 2021, indicated 95% platform, Onboarding
subsidiary of the for NPS (National investors are very platform for AIF/PMS
Company was awarded Pension System) by satisfied or satisfied customers seeing
the account aggregator PFRDA and platform with services offered market response
licence by the Reserve build is underway for by CAMS
Bank of India and is in Q3 – FY22 launch
• Cyber security posture
the process of setting
• CAMS Payment assessed by BitSight
up the infrastructure.
Services Private and rated at a score of
Over 15 enterprises
Limited (CAMSPay) 800 in 2020 the highest
have signed-up for
- Subsidiary level in the BFSI
CAMS finserv AA
incorporated for segment
services
carrying out payment
aggregator business
Digital milestones
• CAMS obtained the • myCAMS mobile • edge360 Mobile App
UIDAI approval to offer App for MF investors launched to enable
OTP-based Aadhaar touched 4 million distributors serve
eKYC to facilitate registered users investors on the go
digital onboarding of milestone
MF investors
39.8 %
Return on Net
Worth
Chairman’s Message
Agency by PFRDA, launch of new
initiatives like Recon Dynamix
and deepening of offerings in the
Payments and Insurance space.
CEO’s Message
Responding to challenges
FY21 was, by all account, an
extraordinarily difficult year, with the
unprecedented COVID pandemic-led
crisis seriously impacting economies
and industries worldwide.
helped us deliver to the clients and Customer Satisfaction Institutional investors contributing to
regulatory commitments. I am proud Company’s core value is reflected in over 20% of transaction value in liquid
and thankful for their complete support its mission statement – “Our Mission… schemes for Mutual Funds serviced
and earnest cooperation. Your Growth” – i.e., investors, by us. Key automation-led process
distributors, clients, employees and enhancements in core processes
I am grateful for all the contribution were successfully completed, leading
every other stakeholder. One measure
and guidance provided by the Board to to visible benefits such as no-human-
that the Company truly cherishes
help us stride through this challenging touch processes, vastly reduced risks
is how our service recipients value
year and keep our commitment to the and near zero defects.
our services. The annual customer
various stakeholders we serve.
satisfaction survey, in which 22,000
respondents participated, shows Technology & Cyber security
I am thankful to the regulators for their
95.3% of participants rating their upgrade
guidance and responsive support.
experience after consuming our As technology became the driver
services as satisfied or very satisfied. from being an enabler in the new
Staying on course of
business environment, we made
performance Our market share, as measured by significant investments during the
Our strong focus on operational AAuM serviced by us as a percentage
year to upgrade our technology
excellence and financial prudence of industry AAuM was 69% as at
infrastructure and information security
enabled us to report positive March 2021. All the top five AMCs
standards. Having always considered
performance, marked by a historic and seven of the top 10 AMCs in the
business continuity of core processes
high in Assets under Management. country are being serviced by CAMS.
for the MF industry as critical to our
Average Assets under Management
business strategy, we relocated the
(AAuM) of CAMS serviced funds grew Digitalising to drive growth
third data centre to Mumbai in the
to 22.0 trillion in Q4 of FY21, enabling Driving our positive performance midst of COVID-related challenges
the Company to register a 19.4% was our fervent focus on technology in order to bring a significant lift to
increase in consolidated net profit to upgradation and digitalisation, as our BCP strategy. Our cyber security
Rs. 205.29 crore in FY21, as against tools to empower investors and posture has been reviewed by an
FY20. Revenue from operations rose intermediaries. As electronic & internationally renowned agency
0.8% year-on-year to Rs. 705.50 crore digital modes of transaction via BitSight, which has rated the
in FY21 over FY20. wealth management platforms, Company at an advanced score of
stock exchanges, AMC websites,
800 in FY21. This is a market-leading
Operational Excellence fintech platforms and our own
score and vindicates the robust
Focus on client delivery through portals increased with the onset of
security posture.
service and process innovations COVID (and the closure of customer
continued through the year. Several service centres), we heightened the
Expanding product outreach
automation initiatives, in the areas monitoring of electronic linkages,
of transaction posting, systematic APIs and the overall network in order In FY21, we embarked to significantly
transaction processing, reconciliation, to ensure uninterrupted powering of enhance our value proposition for
eKYC, brokerage computation and the electronic touchpoints. We also AIF / PMS segment across all areas
several others were carried out. These extensively educated and promoted of client services and operations and
are designed to deliver improved usage of digital conveniences via engage with clients as an end-to-
quality & productivity and offer our website and social media. The end, full stack service partner. In that
significant accretion to risk mitigation. launch of OTP-based Aadhaar direction, we launched two industry
eKYC, edge360 mobile app and impacting technology solutions viz.
During the year, we supported investor services using AI and Digital On-boarding platform for PMS
the Mutual Fund industry with ML technologies proved to be Advisors (and RMs) and Web portal
implementation of several high impact game-changing conveniences for for AIF/PMS Investors. Both of these
regulatory and tax-related changes. investors and intermediaries. Our are seeing positive market response.
The Company is participating in digital platforms continued to make We currently serve over 98 fund
regulatory initiatives on enhancing significant contribution to the digital houses across their 280+ schemes.
investor convenience and adoption momentum in the industry,
technological innovations like with myCAMS touching the 4 million CAMS Insurance Repository opens
creation of the industry sandbox. user base and GoCORP portal for e-Insurance Accounts for the insured,
primarily in life insurance segment and during the year with a series of digitalisation and perception of Mutual
is expanding its reach to the non-life programmes for migrant labour, Funds as long-term wealth creators
& General Insurance segment as well. economically weak citizens in slums are likely to further contribute to the
In the technology-enabled processing and frontline health workers in growth of the industry. As a result of
service, it expanded service scope Chennai and Mumbai. our domain expertise, established
in the persistency business while the processes, technology-driven
Insurance Repository maintained its Driving long-term value infrastructure and marquee clients,
growth trajectory and now has more creation we are well positioned to capitalise on
than 3.3 million digital policies, aided such growth. We believe our market
As mentioned earlier, your Company
by our social media presence and leading position and our strengths
remains steadfastly focussed on
new digital communication strategy. adequately position us to increase the
creating and delivering long-term
number of our Mutual Fund clients and
value to all its stakeholders through
CAMSPay ACH business saw some enhance our value proposition for all
a holistic approach, centred on
depression in the revenue partly our stakeholders.
sustainable operations. To this end,
due to pandemic-led volume drop
we are continuously enhancing
and partly due to price compression. In conclusion
our ESG (Environment, Safety
However, there has been positive On this positive note, I once again
and Governance) focus, which we
traction in sign-ups and adoption to thank all of you on behalf of all
sharpened further during FY21 to
digital payment offering from tech-led employees of CAMS for your
enable a safe and secure business
financial entities. During the year, continued support and trust in the
environment for all our stakeholders.
RBI came out with regulations on Company and assure you that we
While effective risk management has
Payment Aggregators like CAMSPay shall remain focussed on being the
and application for registration has always been central to our strategic
preferred solutions partner for all our
been made through wholly-owned thrust, the complexities of the new
clients, with our differentiated services
subsidiary, CAMS Payment Services business norms triggered by the
and products, backed by powerful
Private Limited. pandemic led us to raise the bar
technological and digital support
even higher. We remain committed
systems and a committed workforce.
We expanded our product portfolio to continued efforts for mitigating/
And we are confident that, with your
during the year, to cater to the minimising the risks of our business
cooperation, we shall succeed.
evolving needs of our existing clients for our investors and clients and
and to expand our client base. Our shall continue to strengthen our risk Sincerely,
new service offerings Recon Dynamix management framework in the coming
and Digital Lien against Mutual quarters. Mr. Anuj Kumar
Funds have received good response. CEO
Account Aggregator platform, NPS Future outlook
Central Record Keeping Agency and Though FY22 started on a disruptive
Payment Aggregator services are the note as a result of the deadly second
new areas we are pursuing to expand wave of Coronavirus, the overall
our business in the emerging financial prospects of the Indian MF industry
infrastructure and platform-based look promising, with the vaccination
services arena. While continuing to roll-out raising hopes of an early
broaden and deepen our offerings, end to the pandemic. The short-
we exited businesses characterised term disruptions notwithstanding,
by slow growth and low profitability the industry is expected to grow
(outsourcing services to banking & in the long term at the back of
NBFC clients and German operations various drivers, including anticipated
of our software subsidiary). economic growth, a growing investor
base, higher disposable incomes and
Social responsibility an expanding investable surplus.
With the pandemic necessitating a Increasing aggregate household
bigger outreach to the vulnerable and financial savings, increase in
communities, we expanded the geographical penetration as well as
frontiers of our CSR programmes better awareness, ease of investing,
CAMS – a Legacy
Rooted in Trust
A registrar and transfer agent (RTA) for mutual
funds (MFs), CAMS is a technology-driven financial
infrastructure and services provider to Mutual Funds and
other financial institutions across India. Headquartered
in Chennai, CAMS has a pan-India network of service
centres, and digital connects designed to cater to the
evolving and complex needs of diverse clients.
Largest
Registrar and Transfer Agent
(RTA) of MFs 69%, market share
in AAuM
272
Service Centres pan-India
25 States
& 5 UTs
Wide Presence
Listings
BSE: 543232
NSE: CAMS
Corporate Structure
With the MF industry beginning to
Our Values consolidate by the late 2000s, CAMS
emerged as a leader in MF industry
technology – a position it has retained
Delight through the years.
Ensure team
customers
diversity
The subsequent boom in the industry
saw more and more MFs engaging
CAMS as their RTA, which also
coincided with change in ownership
Win pattern at CAMS and induction of
Innovate professional management team,
through through
technology people bringing an Institutional overlay to
the Company and strengthening
governance and oversight in
operations.
16
Investor satisfaction survey
As part of compliance to SEBI mandated QRTA (Qualified RTA) guidelines,
we have initiated – over the past three years – an investor satisfaction survey
on our website, myCAMS and through our front offices to evaluate experience
of investors at various touchpoints of CAMS. In the latest survey concluded in
At an aggregate March 2021, 95.3% of respondents gave thumbs-up to CAMS services.
level, we serve >72
million accounts
Very Not
Satisfied
Satisfied Satisfied
Service Requests
Customer Care & Investor Call Centre Mail back / SMS Front Office Transaction
and Account
Services Services Services Services Processing
Information
Recording of Recording of
Brokerage Distributor
Distributor Services Empanelled Brokerage
Computation Queries
Distributors Structures
A Legacy of Strengths
The CAMS competitive edge and and in which we continue to make Experienced Management,
service proposition is manifest in its strategic investments. These Board & Marquee
track record of delivering performance strengths, which we are continually Shareholders
excellence and consistent stakeholder augmenting, have led to the
With 28 years of average work
value for the past three decades. emergence of CAMS as a trusted,
experience, our key management
credible, distinctive, transparent and
What drives our leadership position personnel are providing far-sighted
dependable brand of choice in the
is our core of deep-rooted strengths, strategic guidance to the Company.
domains of our presence.
which we have steadfastly nurtured The diverse sectoral experience
that the management team brings
to the table, across a wide gamut
of financial services, are leading
Our Strengths CAMS’ innovation-focussed business
and service orientation. Our Board
of Directors collectively possess an
effective mix of skills and attributes
Visionary & Professional with significant business, operational,
Experienced & Qualified technology, finance, insurance, legal
Management Leadership and investment experience in a
diverse range of industries.
The Marquee Shareholders and their
shareholding include Great Terrain
Integrated HDFC and HDFC Bank enabling us
Sustained Business to effectively implement corporate
ESG Focus Model governance standards.
Shareholding pattern as on
March 31, 2021
Long-standing
People Client
Strength Relationships
% of shareholding
Technological
& Digital
Prowess
Promoter - 30.98
Foreign Portfolio Investor - 23.99
Mutual Fund - 12.69
Alternate Investment Funds - 5.60
Individuals - 9.94
Financial Institutions / Banks - 3.33
Insurance Companies - 2.40
Other - 11.07
Professionally Qualified
Leadership The Promise of Safety
The expertise of our professionally We have in place robust corporate
governance systems designed
qualified leadership lends business From handling over 98 to ensure ethics, transparency
excellence to the Company, across
functions. Our large resource pool
million transactions in and safety in all our dealings.
with domain expertise gives us with the FY15, we handled We remain focussed on ensuring
regulatory oversight and cyber
the capacity and capability to align over 323 million security for our clients and
our strategic approach to the evolving transactions in FY21. stakeholders. We continuously
needs of diverse clients. monitor our systems and
processes, and endeavour
platforms are built to absorb growth in
Integrated Business Model to not only benchmark them
the number of investors, assets and against Indian competitors but
Our diversified portfolio of technology- trading volumes. We are continuously also incorporate industry best
enabled services, along with our pan- investing in augmenting our technology practices and technological
India physical network, constitutes the edge to enhance customer experience advancements in our operations.
foundation of our integrated business and boost business growth and bolster Data confidentiality and data
model. By leveraging our technology- our competitive technology advantage. security are in-built in our service
driven financial infrastructure, it proposition. We also continue
helps clients save on investments in Strong People Foundation to automate processes and
the development of such services, enhance our systems and risk
Our People are a key propeller of
which can be a time-consuming management to try to ensure that
our strategic approach, and remain
and disruptive proposition. Our all our obligations and regulatory
critical to our expansion and growth requirements are fulfilled on a
streamlined systems and processes
plans in a competitive and transforming timely basis and without error.
give us the agility required to adapt to
market landscape. The Company
the specialised needs of our clients
carries the largest workforce with
quickly and effortlessly.
the specialised niche domain
knowledge of Mutual Fund services
Long-standing Client and has consistently focussed on
Relationships strengthening our People edge through
Our engagement model as a service targeted initiatives, aimed at their skill Our ISMS practices are
solution partner rather than service development and training. With a thrust
provider with complete alignment to
very stringent and we
on developing a seamless leadership
our clients’ growth and strategy and pipeline, we provide our employees are an ISO 27001:2013
consistent delivery of our services with career progression opportunities certified company,
and solutions that is backed by at every stage of their association with enabling us to ensure
competencies, business insight and the Company.
innovation has helped us build long-
total data security at
standing relationship with our clients. Stringent Quality & all times.
Compliances
The average term of our relationship Serving as a SEBI-regulated entity,
with our ten largest Mutual Fund CAMS brings high standards of
clients is 20 years. governance and oversight to its
operations. Led by our focus on
Technology-led Services being a trusted provider of services
Innovation to our clients and other stakeholders,
Armed with a dynamically evolving we remain committed to ensuring
technological and digital infrastructure, sustained emphasis on regulatory
we are continuously enhancing compliances. Our compliance culture
our service efficiencies. We have, extends across our comprehensive
over the years, developed strong Risk Management framework,
proprietary platforms rooted in systems and processes, as well as our
capability, functionality, integration Environment, Safety and Governance
and scalability. Our proprietary (ESG) philosophy.
Committed to Customer
Convenience
From ensuring ease
of transaction, to
strengthening the
electronic payment
gateways, and from
expanding our distributor
service suite to scaling
our customer care ethos
into a more dynamic
interface, we moved fast
to automate more and
more of our systems
and processes during
the year.
The CAMS business philosophy is services to our customers in the initial new registrations with few months
driven by consistent and continued weeks of the lockdown in FY21. recording negative net monthly
focus on bolstering customer accretion.
engagement and enhancing Electronic and digital modes of
customer experience. Convenience transaction (channels, exchanges, We implemented SIP Pause as an
is at the core of our customer service CAMS/AMC websites & digital intervention to arrest SIP cancellations
proposition, and is led by our focussed platforms) functioned uninterrupted, across AMC and CAMS digital portals,
efforts to innovate new ways of with SIP transaction triggering/ offering the investor the option to
strengthening our connect with our processing and dividend processing temporarily pause the SIP instead of
clients and other stakeholders. also being carried out as usual. With cancelling it. This was also provided
continued and ongoing support from as a link to distributors who welcomed
This focus was sharpened further Sterling Software for AMCs and for the facility. About 2,00,000 SIPs were
during the pandemic, on account of execution of regulatory changes, we paused using this facility. Call centre
the limitations of physical connection. ensured that our clients’ operations campaigns to direct investors to renew
We are currently offering many of went on unhindered. The digital cancelled/expired SIPs and one-click
our services online and through ambit was subsequently expanded to SIP renewal using digiInvest were
our mobile device applications, for almost entire gamut of our services. both promoted actively during the year
investors, our clients, their distributors Call Centre operations at Kolkata and – both of these have evidenced strong
and their channel partners. Delhi were resurrected with limited results.
number of employees.
Ensuring operational APIs power the complete SIP life-
continuity amid pandemic Preventing SIP attrition cycle from new SIPs to retaining,
regaining SIPs.
Moving quickly to unfold our Business SIP, the traditional growth engine, was
Continuity Plan, we harnessed the impacted with the onset of COVID with
power of the digital to deliver all critical cancellations and expiry exceeding
7-8 lakhs
labelled solution). A full-fledged central
since inception, transaction status contact centre has been made
enquiry etc. which has helped operational for delivering distributor
MF industry set benchmarks for services and assistance on distributor
customer service. applications. Distributor services
section of CAMS website is designed Website visitors / month
for ease of executing transactions &
5 lakhs
CAMServ, a chatbot with guided accessing business services. NFT
navigation to provide digital forms, full-stack of AMFI related
Customer Experience (CX) to services, support information & FAQs
investors, was launched in 2018 are the other key sections which see
on CAMS’ website. In 2019, this significant traffic.
was extended to WhatsApp and Non-Financial Transaction (NFT)
FaceBook, enabling investor Service requests / month
Strengthening the value core
transactions and queries through
95%
We had embarked, in FY20, to
popular social media platforms
significantly enhance our value
and on our mobile app myCAMS.
proposition across all areas of client
Mutual Funds have opted for the
services and operations, and engage
bot on their websites as a white
as an end-to-end, full stack service
label service and it has been
extended as WhatsApp service partner. In line with this focus, we of NFT requests processed within
launched two industry impacting T+2 business days
as well.
technology solutions - Digital On-
128 million
boarding platform for PMS Advisors
(and RMs) and Web portal for AIF/
PMS Investors. During FY21, besides
full automation of reconciliation of
pay-in, we made progress in adopting
Distributor Reports & Investor
camsonline.com provides a more user-friendly and faster Statements
a range of statements to processing module for brokerage
across all AMCs. We have also
520 million
serve every need of the
automated the posting process,
Investor including enhanced
and enhanced the monitoring and
Capital Gain/Loss surveillance environment. We inducted
statement to facilitate tax senior leadership talent to strengthen
computation and ITR filing. our tech prowess during the year. SMS
myCAMS: Is an award-winning mobile digiNFO: Has been created as a MFDEx: Mutual Fund Data Explorer is
application for retail and HNI investors single-click investment feature for our data bureau service for sales and
to manage their Mutual Fund portfolio NFO investment – executed either business intelligence. CAMS serviced
and transact across CAMS serviced directly by investor or facilitated by mutual funds and other Mutual Funds
Mutual Funds. The app which has the distributor. serviced by competitor subscribe
been continuously enriched with to this application to get industry
best-in-class features, has won data across multiple dimension &
resounding endorsement from digiLoan against MF units: HDFC parameters. It also allows sales and
investors in the annual investor Bank and ICICI Bank are live with marketing teams to facilitate better
feedback and Playstore rating of 4.4 our digital loan against mutual funds alignment of resources through
(LAMF) facility, which enables the reviewing market performance, sales
bank’s customers to get a loan upto and distribution effectiveness.
up to Rs. 1 crore by pledging their
debt and/or equity mutual funds in a
completely paperless, digital process
GoCORP: Is an investment portal
via myCAMS application. We are also
designed for corporates, and provides
in the process of integrating select mfCRM: Is a mobility solution
a single gateway to transact across
large NBFCs onto the LAMF platform for Mutual Fund relationship and
multiple participating Mutual Funds,
with specific customisations. sales managers to better manage
thus doing away with the need
to complete multiple forms and investor relationships and distributor
transaction slips. It allows corporates performance. It provides real-time
to schedule redemption transactions, Insta eNACH: Setting up payment for access to funds data directly from the
and enables same-day purchase and SIP leveraging NPCI eMandate has transfer agent’s database and industry
redemption transaction. been made extremely convenient with data from our data aggregation
the Insta eNACH facility covering 21 service MFDEx.
banks. It is implemented in select AMC
websites, myCAMS and edge360.
digiInvest: Is a single-click, easy-to-
use campaign management platform
launched for Mutual Funds and
distributors to target their investor
base with customised transaction links
CAMSsmart: Is a business
to make lumpsum purchases, new SIP CAMSserv: Is a self-service chatbot intelligence service, developed to
registrations, SIP Renewal (for single to help investors navigate through MF service Mutual Funds. It assists
or multiple schemes) and for pausing services and investing options. It is with reporting, predictive and
an SIP. available on CAMS digital properties, prescriptive analytics, data mining,
social media channels and as white measuring business performance and
label solution in Mutual Fund websites benchmarking.
and social handles.
Committed to People
Empowerment
People have always been driving our Harnessing people power
legacy of excellence. From delivering amid pandemic
on our business objectives and
Even as we moved quickly to put
steering the realisation of our vision,
our Business Continuity Plan into Our teams ensured
to powering our customer service
agenda, our people philosophy
action amid the pandemic, our teams near six sigma
ensured sustained and uninterrupted quality led delivery
has emerged as the engine of the
delivery of business operations
Company’s growth and value delivery
relating to processing of financial
and reduced
proposition.
transactions. From supporting the investor complaints
digital initiatives at the back-end and despite the tough
Our customer interface, which is
integral to our strategic plans, is
the front-end in the initial months, and unprecedented
rooted in our people strength, which
to moving into normal physical challenges during
operations in the latter half of the FY21.
we remain committed to nurturing
year, our people partnered us to
through focussed initiatives. We have
deliver to customer needs through
prioritised the welfare and safety of
the year. They adapted with agility to
our employees as an overarching
the unprecedented new Work-from-
goal, which we strengthened further
Home (WFH) operations, which were
amid the pandemic. At the same time,
evolved in a phased manner within a
we continued to sharpen our focus
short span of 3-4 weeks.
on employee empowerment through
continuous learning and development
programmes, coupled with career
progression opportunities. Talent
hiring and retention processes were
redefined in alignment with the new
business realities.
Nurturing Learning & training & evaluation, leading to operators and managers, was
Development their certification in the particular launched. More than 500 employees
skill area have participated in various
With the adoption of new norms of
sessions since the launch of the
working, new skill sets had to be • Risk Mitigation was identified as a
programme, being conducted
quickly imbued into the work culture key focus area for upskilling, and
through a blend of LMS, weekly
during the year. Riskathon contest was organised
virtual short learning modules and
for highlighting niche and under-
online quizzes
• Frontline managers were trained noticed risk areas. An Operations
and equipped for “Leading Virtual Risk Management programme was • Learning quotient of employees
Teams” - a key skill identified for mandated for all frontline managers, was maintained at a high level
managers during this remote/ and a learning series on risk during the lockdown period, with the
blended working environment. More mitigation with functional heads was L&D team shifting gears seamlessly
than 60 leaders were trained and launched across the breadth of the to conduct Virtual training
certified in this area during FY21 operations team programmes, Online quizzes and
WebEx programmes. Talent hunt
• Niche skill areas – Transmission, • PELE (Program for English
contests for employees, as well as
Lien marking and Recon Language Enhancement), an
Kid’s camp for children of CAMS
Automation, were added to the English language enhancement
and Sterling Software employees,
existing pool of identified skills; programme aimed at enhancing
were conducted virtually
Employees performing these verbal & written English
functions underwent rigorous communication skills of frontline
Keeping Employees Safe & • Virtual programmes on yoga, • “Listening to you” – Employee
Engaged meditation and stress management engagement survey was conducted,
were instituted for engaging and action plans were reviewed with
With employee safety and well-being
employees the leadership team
assuming greater importance amid the
pandemic crisis, we initiated a series • Awareness campaigns were • More than 3,000 employee connect
of initiatives for their protection and conducted on leading a healthy life calls were made to check on their
welfare during the year. while working at home well-being, and that of their families
• To help employees cope with mental • We developed and circulated a
• BFIT contest was conducted
stress, we conducted webinars in Dos and Don’ts compendium on
with the aim of building habits of
collaboration with our EAP partner COVID guideline, on coping with the
exercising, walking and mindful
‘1to1help.net’ and empanelled emerging WFO paradigm as some
eating saw active participation from
psychologists, who covered topics employees returned to office amid
employees. An ePortal tracked the
such as Gratitude, Understanding the pandemic
participants’ daily progress and
Anxiety & Signs of Depression
points were given not just for the
count of steps, but for the effort of • Strengthening our leadership
incorporating walking as a daily connect, we conducted virtual
habit. The leader boards in the “Meet the CEO”, “Meet the COO”
portal motivated the teams. More and townhalls by CEO, to foster the
than 20 teams have demonstrated much-needed feeling of employee
positive difference in their daily belongingness to the organisation,
habits and health as a result of this amidst pandemic-induced remote
programme working
Committed to
Community Service
The COVID crisis sharpened CAMS’ focus on Corporate Social Responsibility (CSR), which we have adopted as an
organisation-wide cultural ethos. We have in place a comprehensive CSR policy, in compliance with the requirements of the
Companies Act 2013 and the Companies (Corporate Social Responsibility) Rules, 2014, notified by the Central Government.
COVID Response
300,000+
workers stuck without employment
and unable to return to their
With the pandemic necessitating a
native places, we joined hands
bigger outreach to the vulnerable
with entrepreneurs and the KVN
communities, we expanded the
Foundation to feed such people.
frontiers of our CSR programmes
The Mission to distribute food to The Mission to distribute
during the year.
3,00,000+ daily wage worker was food to 300,000+ daily
undertaken with the help of the wage worker was
COVID Response for Employees
Chennai Corporation field staff
• Adequate health and hygiene undertaken with the help
measures were taken, including a • Supporting daily needs of the of Chennai Corporation
doctor on call support in Chennai needy field staff.
With the help of NGOs Chudar &
• ePasses were obtained for critical AID India, we reached out to the
employees, and few employees
most deserving and needy families
were housed in nearby hotels to
in Chennai’s slums with grocery and
address critical requirements which
sanitary kits as well as reusable
could be delivered only from office
masks. Small village vendors,
As part of our
• Transportation arrangements in whose capitals were wiped out in
sanitised cars were arranged for the lockdown, were also supported COVID relief and
safe movement of employees in resumption of their operations safety measures for
our employees, we
• Extensive preventive steps were • Supporting frontline workers organised vaccination
taken to ensure that the working In association with various NGOs
environment at the office is safe, campaigns at the
the Company provided Sanitisers,
and required facilities were provided Gloves and Face shield for front
office for their benefit,
to the employees working from line service providers at Mumbai & beginning with the
office Chennai latter half of FY21.
• Security measures were established
to address safety issues arising
from WFH, with a dedicated team
handling core back-end work and
configurations
Board of Directors
C A D E A E B E D A C
Mr. Dinesh Kumar Mehrotra Mr. Natarajan Srinivasan Mrs. Vijayalakshmi Rajaram Iyer
Chairman & Independent Director Independent Director Independent Director
Served as the Chairman and He is a Member of the Institute of Served as an Executive Director of
Managing Director of Life Insurance Chartered Accountants of India and Central Bank of India and as the
Corporation of India, where he also the Institute of Company Secretaries Chairperson and Managing Director
served as the Executive Director of of India. He has more than 35 years of of Bank of India. She was also
international operations. corporate work experience spanning associated with IRDAI as a member
across Finance, Legal, Projects and (Finance & Investments).
General Management functions.
He has also been nominated by the
Government of India to the Board of
Infrastructure & Leasing Financial
Services Limited.
Board Committees
A Audit Committee
B Stakeholders’ Relationship
Committee
D F A C
C Corporate Social
Responsibility Committee
Mr. V Srinivasa Rangan Mr. Zubin Soli Dubash
Non-Executive Director Non-Executive Nominee Director D Nomination and
Remuneration Committee
Mr. V. Srinivasa Rangan is a He is a certified professional from
E Risk Management
Member of the Institute of Chartered Institute of Chartered Accountants from
Committee
Accountants of India and is the England and Wales. Currently, he is
Executive Director of HDFC Limited. the Chief Operating Officer at Warbug F IT Strategy Committee
Mr. Rangan joined HDFC in 1986 Pincus. Previously, he was associated
and has been Executive Director with ATC Tires Pvt. Ltd., Tata Sons
of the Corporation with effect from Private Limited, WNS Global Services Chairman Member
January 01, 2010. Pvt. Ltd. and DSP Merrill Lynch Limited.
He resigned from the Company with
effect from June 21, 2021.
30 33rd Annual Report 2020-21
02-35 37-111 112-230
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
F D A C B B C F
Associated with Warburg Pincus He is based in Mumbai and is part of He joined our Company as
India Private Limited since 2007 and Warburg Pincus team. Past experience Chief Operating Officer – Asset
currently is the Managing Director. includes stint at JP Morgan and Management Services in March 2016
Mr. Ostawal holds a Chartered Investment Banking Group in New and was appointed as our Whole Time
Accountancy degree from The York. Sandeep holds B.S. from Duke Director and CEO with effect from
Institute of Chartered Accountants University and MBA from Stanford November 06, 2018.
of India and an M.B.A. from Indian Graduate School of Business.
Institute of Management, Bangalore. He joined CAMS after 25 years of
professional experience with Godrej
He joined the Board of the Company
& Boyce Mfg. Co. Ltd. IBM India
with effect from June 22, 2021.
Private Limited and Concentrix Daksh
Services India Private Limited.
Consolidated -
Financial Highlights
(Rs. in Lakhs)
S. No. Particulars 2020-21 2019-20 2018-19 2017-18 2016-17
a) Revenue from Operations 70,549.58 69,962.99 69,364.39 64,153.59 47,830.85
b) Total Income 73,525.45 72,087.24 71,170.71 66,136.99 50,263.19
c) Operating Earnings before Interest, Tax and 27,268.90 26,150.28 21,790.95 23,504.10 18,629.07
Depreciation & Amortisation (EBITDA)@
d) Depreciation & Amortisation 4,341.32 5,125.08 2,843.66 2,266.58 1,691.96
e) Exceptional item - - - - -
f) Profit Before Taxation 27,445.51 24,683.82 20,725.80 23,192.82 19,359.56
g) Total Tax Expenses 6,916.37 7,494.60 7,208.07 8,221.19 6,646.51
h) Profit After Tax 20,529.13 17,189.22 13,517.73 14,971.63 12,713.05
i) Equity Dividend Payout (Excluding Tax) 24,928.26 5,938.97 10,956.37 9,605.72 5,968.22
j) Equity Dividend (%) 511% 122% 225% 197% 122%
k) Reserves & Surplus (as on end of FY) 46,708.07 50,009.64 40,298.77 40,102.17 36,678.06
l) Networth (as on end of FY) 51,587.17 54,885.64 45,174.77 44,978.17 41,554.06
Note :
FY17 is the first year of adoption of Ind AS.
@
Ind AS 116 became effective from April 01, 2019; EBITDA for FY 2019-20 and FY 2020-21 are computed disregarding Ind AS 116 impact.
Other income has been excluded from Earnings for EBITDA calculation.
Earnings Per Share (Basic) (In Rs.) Dividend Per Share (In Rs.) Book Value per Share (In Rs.)
Operating EBITDA Margin (%) PBT Margin (%) Return on Networth (%)
39 37 40
2020-21 2020-21 2020-21
37 34 31
2019-20 2019-20 2019-20
31 29 30
2018-19 2018-19 2018-19
Standalone -
Financial Highlights
(Rs. in Lakhs)
S. No. Particulars 2020-21 2019-20 2018-19 2017-18 2016-17
a) Revenue from Operations 67,375.26 66,145.81 65,134.84 60,596.40 45,811.39
b) Total Income 73,235.66 68,096.60 66,235.56 65,063.16 47,288.53
c) Operating Earnings before Interest, Tax and 24,796.53 23,907.99 19,203.51 20,960.65 16,911.94
Depreciation & Amortisation (EBITDA)@
d) Depreciation & Amortisation 3,938.86 4,594.10 2,651.19 2,139.39 1,600.46
e) Exceptional item - - - - -
f) Profit Before Taxation 28,000.55 22,526.91 17,625.23 23,259.98 16,778.92
g) Total Tax Expenses 6,103.27 6,119.59 6,412.34 7,260.48 6,026.30
h) Profit After Tax 21,897.28 16,407.32 11,212.89 15,999.50 10,752.62
i) Equity Dividend Payout (Excluding Tax) 24,928.26 5,938.97 10,956.37 9,605.72 5,968.22
j) Equity Dividend (%) 511% 122% 225% 197% 122%
k) Reserves & Surplus (as on end of FY) 42,091.89 44,032.62 34,340.25 36,399.08 31,268.57
l) Networth (as on end of FY) 46,971.00 48,908.62 39,216.25 41,275.08 36,144.57
Note :
FY17 is the first year of adoption of Ind AS.
@
Ind AS 116 became effective from April 01, 2019; EBITDA for FY 2019-20 and FY 2020-21 are computed disregarding Ind AS 116 impact.
Other income has been excluded from Earnings for EBITDA calculation.
Earnings Per Share (Basic) (In Rs.) Dividend Per Share (In Rs.) Book Value per Share (In Rs.)
Operating EBITDA Margin (%) PBT Margin (%) Return on Networth (%)
37 38 47
2020-21 2020-21 2020-21
36 33 34
2019-20 2019-20 2019-20
29 27 29
2018-19 2018-19 2018-19
Leadership
Corporate Snapshot
Name Statutory Auditors
Computer Age Management Services Limited Brahmayya & Co. Chartered Accountants
FRN: 000511S
Corporate Identification No. 48, Masilamani Road,
Number (CIN) Balaji Nagar, Royapettah,
L65910TN1988PLC015757 Chennai - 600 014.
Financial
Statements
02-35 37-111 112-230
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notice
NOTICE IS HEREBY GIVEN THAT THE THIRTY THIRD Ostawal (DIN: 06530414), who retires by rotation at
ANNUAL GENERAL MEETING OF COMPUTER AGE this meeting and being eligible has offered himself for
MANAGEMENT SERVICES LIMITED WILL BE HELD re-appointment, be and is hereby re-appointed as a
ON THURSDAY, THE 29TH DAY OF JULY 2021, AT 4.00 Director of the Company, liable to retire by rotation.”
P.M. (IST), THROUGH VIDEO CONFERENCING (“VC”) /
OTHER AUDIO-VISUAL MEANS (“OAVM”) FACILITY TO 3. Declaration of Dividend
TRANSACT THE FOLLOWING BUSINESSES- To confirm the Interim Dividends of Rs. 51.10 per equity
share of face value of Rs. 10/- each fully paid-up, for
ORDINARY BUSINESS the financial year 2020-21, approved by the Board of
1. Adoption of Standalone Financial Statements Directors and already paid to eligible shareholders
and the Consolidated Financial Statements and to declare a final dividend of Rs. 11.84/- per equity
To receive, consider and adopt the audited standalone share, for the year ended March 31, 2021.
financial statements of the Company for the Financial
To consider declaration of dividend and if deemed fit, to
Year ended March 31, 2021 together with the Reports
pass the following resolution as an Ordinary Resolution:
of the Board of Directors and Auditors thereon and
the audited consolidated financial statements of the
“RESOLVED THAT the interim dividends of Rs. 51.10
Company for the Financial Year ended March 31, 2021
per equity share of Rs. 10 each declared by the Board
together with the Reports of the Board of Directors and
of Directors on 10.05.20, 16.06.20, 10.08.20, 11.11.20,
Auditors thereon and pass the following resolution as an
11.02.21 for the year 2020-21 on the outstanding fully
Ordinary Resolution:
paid up equity shares of the Company and paid to those
equity shareholders whose names appeared in the
“RESOLVED THAT the audited standalone financial
statements including the Balance Sheet of the Company register of members as on the record dates fixed for
as at March 31, 2021, the Statement of Profit and Loss, that purpose be and is hereby confirmed.
the Statement of Changes in Equity and the Cash Flow
RESOLVED FURTHER THAT a final dividend at the rate
Statement for the year ended on that date together with
of Rs. 11.84/- per equity share of Rs. 10/- each fully paid
all the notes annexed and the Directors’ and Auditors’
up of the Company be and is hereby declared for the
Reports thereon, placed before the meeting, be and are
financial year ended March 31, 2021 as recommended
hereby considered and adopted.”
by the Board of Directors of the Company and the same
RESOLVED FURTHER THAT the audited consolidated be paid out of the profits of the Company for the financial
financial statements including Consolidated Balance year 2020-21 to those Members of the Company whose
Sheet of the Company as at March 31, 2021, the names would appear on the Register of Members of
Consolidated Statement of Profit and Loss, the the Company or as beneficial owners in the records of
Consolidated Statement of Changes in Equity and the CDSL and NSDL on the 29th day of July, 2021 being the
Cash Flow Statement for the year ended on that date record date for payment of Final Dividend.”
together with all the notes annexed and the Auditors’
Reports thereon, placed before the meeting, be and are SPECIAL BUSINESS
hereby considered and adopted. 4. Approval of the ESOP Scheme 2019 along with
variation in the Terms of the Scheme
2. Retirement by Rotation To consider and if thought fit, to pass, with or without
To appoint a Director in place of Mr. Narendra Ostawal modification(s), the following resolution as a Special
(DIN: 06530414), who retires by rotation and being Resolution:
eligible, offers himself for re-appointment as a Director
and in this regard, to pass the following resolution as an “RESOLVED THAT, pursuant to Section 62 of the
Ordinary Resolution: Companies Act, 2013 (the “Act”) read with Rule 12 of
the Companies (Share Capital and Debentures) Rules,
“RESOLVED THAT pursuant to the provisions of 2014 (“Rules”) and all other applicable rules, circulars,
Section 152 of the Companies Act, 2013, Mr. Narendra notifications, guidelines issued thereunder including any
statutory modification(s) or re-enactment(s) thereof for “RESOLVED THAT pursuant to all applicable provisions
time being in force, and the provisions contained in the of the Companies Act, and subject to the Securities
Securities and Exchange Board of India (Share Based and Exchange Board of India (Share Based Employee
Employee Benefits) Regulations, 2014, (“the SEBI Benefits) Regulations 2014, as amended (“SEBI
SBEB Regulations”), including the relevant circulars ESOP Regulations”), including the relevant circulars
and notifications, if any, issued by the Securities and notifications, if any, issued by the Securities and
and Exchange Board of India from time to time, the Exchange Board of India (“SEBI”) from time to time
applicable provisions of the Securities and Exchange and the memorandum of association and articles of
Board of India (Listing Obligations and Disclosure association of the Company, grant of stock options in
Requirements) Regulations, 2015, as amended one or more tranches not exceeding 14,62,800 options
(collectively referred herein as the “Applicable Laws”), (“Options”) as approved under the CAMS ESOP
subject to such approvals, consents and permissions Scheme 2019, exercisable into equivalent number of
as may be required and subject to such conditions and equity shares of the Company (or such other adjusted
modifications as may be prescribed or imposed while figure for any bonus, stock splits or consolidations or
granting such approvals, consents, permissions and other re-organisation of the capital structure of the
sanctions which may be agreed to by the nomination Company as may be applicable from time to time),
and remuneration committee (“NRC”) and the Board under the CAMS ESOP Scheme 2019 to the present
of Directors (“Board”), the consent of shareholders is and future, permanent Employees (as defined in the
CAMS ESOP Scheme 2019) of Sterling Software
hereby accorded to the amendment as described in the
Private Limited, CAMS Insurance Repository Services
Explanatory Statement.
Limited, CAMS Investor Services Private Limited,
RESOLVED FURTHER THAT, it is hereby noted that CAMS Financial Information Services Private Limited
and CAMS Payment Services Private Limited, the
the amendment to the ESOP Scheme and the changes
Indian subsidiary companies of the Company, be and
are not prejudicial to the interests of the current option
is hereby approved, on such other terms and conditions
holders of the Company.
as the Nomination and Remuneration Committee of
the Board of Directors of the Company (“Board”) may
RESOLVED FURTHER THAT the Board be and is
determine from time to time.
hereby authorized on behalf of the Company to make
and carry out any modifications, changes, variations,
RESOLVED FURTHER THAT the new Equity Shares to
alterations or revisions in the terms and conditions of
be issued and allotted by the Company in the manner
the ESOP Scheme, in accordance with applicable laws
aforesaid shall rank pari passu in all respects with the
prevailing from time to time, as it may deem fit, to give
then existing Equity Shares of the Company.
effect to the resolutions above, in accordance with and
subject to the terms of the Act and its Rules, SEBI SBEB RESOLVED FURTHER THAT Mr. Anuj Kumar, Chief
Regulations that may be issued by any regulatory/ Executive Officer, Mr. M Somasundaram, Chief Financial
statutory authority, as applicable. Officer and Mr. G. Manikandan, Company Secretary
of the Company be and are hereby authorized jointly
RESOLVED FURTHER THAT for the purpose of and/or severally to do all such acts, deeds, matters and
bringing into effect the amendment to the ESOP Scheme things as may be necessary or expedient including filing
and generally for giving effect to these resolutions, each of necessary documents, intimations including e-forms
member of the NRC and Board are hereby severally with regulatory authorities and to settle any questions,
or/and jointly authorized, on behalf of the Company, to difficulties or doubts that may arise in this regard at any
do all such acts, matters, deeds and things and to take stage in connection to ESOP scheme.”
all steps and do all things and give such directions as
may be required, necessary, expedient, incidental or 6. Appointment of Mr. Anuj Kumar (DIN: 08268864)
desirable for giving effect to the above.” as Managing Director of the Company
To consider, and if thought fit, to pass, with or without
5. Approval of ESOP given to the Employees of modification(s) the following Resolution as an Ordinary
the Subsidiary Companies Resolution:
To consider and if thought fit, to pass, with or without
modification(s), the following resolution as a Special “RESOLVED THAT pursuant to the provisions of SEBI
Resolution: (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Sections 196, 197, 203 and modification(s) or amendment(s) or variation(s) or re-
any other applicable provisions of the Companies Act, enactment(s) thereof, for the time being in force), and all
2013 (“Act”) read with Schedule V and the Articles other applicable laws, acts, rules, regulations, guidelines,
of Association of the Company as amended from circulars, directions and notifications and subject to
time to time and the Companies (Appointment and such other consent(s) / permission(s) / sanction(s), as
Remuneration of Managerial Personnel) Rules, 2014 may be required, consent of the Shareholders of the
and other applicable provisions and the rules made Company be and is hereby accorded for alteration in
there under, (including any statutory modification or the manner set out herein below:
re-enactment(s) thereof for the time being in force) as
recommended by the Nomination and Remuneration The existing Articles in Part II shall be deleted from the
Committee as well as Board at its meeting held on May 25, Articles of Association of the Company.
2021 the approval of the members/shareholders of the
Company be and are hereby accorded for appointment RESOLVED FURTHER THAT the Board of Directors
of Mr. Anuj Kumar (DIN: 08268864), as the Managing be and is hereby authorized to take all the requisite,
Director (Key Managerial Personnel) of the Company incidental, consequential steps including the filing of
for a period of 5 Years from August 01, 2021 to July 31, necessary forms with the Ministry of Corporate Affairs
2026 and that he shall not be liable to retire by rotation, to implement the above resolution and to perform all
on the terms and conditions including remuneration as such acts, deeds, matters and things as it may, in its
set out in the Explanatory Statement annexed to the absolute discretion, deem necessary, any question,
Notice convening Annual General Meeting, with liberty query, or doubt that may arise in this regard, and to
to the Board of Directors of the Company (which term execute/publish all such notices, deeds, agreements,
shall be deemed to include any Committee of the Board papers and writings as may be necessary and required
constituted to exercise its powers, including the powers
for giving effect to this resolution.
conferred by this Resolution) to alter and vary terms and
conditions of the said appointment and /or remuneration 8. R
atification and Approval of Article 103A of the
as it may deem fit and as may be acceptable to Mr.
Articles of Association
Anuj Kumar subject to the same not exceeding the limit
specified under Section 197 and the Schedule V to the To consider and if thought fit, to pass the following
Companies Act, 2013 or any other statutory modification resolution with or without modifications, as a Special
or re-enactment(s) thereof. Resolution:
RESOLVED FURTHER THAT Mr. Manikandan “RESOLVED THAT pursuant to the provisions of
Gopalakrishnan, Company Secretary be and is hereby Section 14 and other applicable provisions, if any, of
authorized to take such steps as may be necessary for the Companies Act, 2013 read with the applicable
obtaining necessary approvals - statutory, contractual rules framed thereunder (including any statutory
or otherwise, in relation to the above and to settle all modification(s) or amendment(s) or variation(s) or
matters arising out of and incidental thereto and to re-enactment(s) thereof, for the time being in force),
sign and execute deeds, applications, documents and and all other applicable laws, acts, rules, regulations,
writings that may be required, on behalf of the Company guidelines, circulars, directions and notifications
and generally to do all such other acts, deeds, matters and subject to such other consent(s) / permission(s)
and things as may be necessary, proper, expedient or / sanction(s), as may be required, consent of the
incidental for giving effect to this Resolution.” Shareholders of the Company be and is hereby
accorded to the ratification and approval of Article 103A
7. Amendment of the Articles of Association of the Articles of Association.
To consider and, if deemed fit, to pass the following
resolution as a Special Resolution: RESOLVED FURTHER THAT the Board of Directors
on behalf of the Company be and are hereby severally
“RESOLVED THAT pursuant to the provisions of authorized to file necessary forms with the Ministry of
Section 14 and other applicable provisions, if any, of Corporate Affairs and to and do all such acts, deeds or
the Companies Act, 2013 read with the applicable things as may be required to give effect to the above
rules framed thereunder (including any statutory resolution.
9.
Regularisation of Mr. Sandeep Kagzi (DIN: for the office of director be and is hereby appointed as
08264768) as Director the Director of the Company.
To regularise the appointment of Mr. Sandeep Kagzi
(DIN: 08264768) as Director of the Company and for RESOLVED FURTHER THAT any of the director of
this purpose to consider and if thought fit to pass with the company be and be hereby authorized to do all
or without modification the following resolution as an such acts, deeds and things as may be required for the
Ordinary Resolution: above resolution.”
13. Members are requested to: 16. Members seeking any information with regard to the
i) intimate to the Link Intime, changes, if any, in their Accounts or any matter to be placed at the AGM, are
registered addresses/bank mandates at an early requested to write to the Company on or before July 15,
date, in case of shares held in physical form 2021 through email on secretarial@camsonline.com.
The same will be replied by the Company suitably.
ii) intimate to the respective Depository Participant,
changes, if any, in their registered addresses/bank
17. Procedure for Inspection of Documents:
mandates at an early date, in case of shares held
in electronic/ dematerialized form The Register of Directors and Key Managerial Personnel
and their shareholding maintained under Section 170 of
iii) quote their folio numbers/ Client ID and DP ID in all Companies Act, 2013 and relevant documents referred
correspondence to in this Notice of AGM and Explanatory Statement, will
iv) consolidate their holdings into one folio in case they be available electronically for inspection by the Members
hold shares under multiple folios in the identical during the AGM. All documents referred to in the Notice
order of names; and will also be available for electronic inspection without
any fee by the Members from the date of circulation of
v) register their Permanent Account Number (PAN) this Notice up to the date of AGM, i.e. July 29, 2021.
with their Depository Participants, in case of Members seeking to inspect such documents can send
Shares held in dematerialised form and Link Intime an email to Company’s investor email id: secretarial@
/Company, in case of Shares held in physical form, camsonline.com
as directed by SEBI.
18. Members are requested to support the Green Initiative
14. Updation of Members’ Details: by registering/ updating their e-mail addresses, with
The format of the Register of Members prescribed by the Depository Participant (in case of Shares held in
the Ministry of Corporate Affairs under the Companies dematerialised form) or with Link Intime (in case of
Act, 2013 requires the Company/ Registrar and Shares held in physical form).
Transfer Agents to record additional details of Members,
including their PAN details, e-mail address, etc. 19. Members desirous of obtaining any information on
the financials and operations of the Company, are
Members holding shares in physical form are requested requested to send an email to the Company at least
to submit the form duly completed to the Company seven working days prior to the date of the AGM, so that
at secretarial@camsonline.com or its Registrar and the information can be kept ready during the meeting.
Transfer Agents in physical mode, after normalcy
is restored, or in electronic mode at rnt.helpdesk@ Remote e-Voting Instructions for shareholders
linkintime.co.in as per instructions mentioned in the post change in the Login mechanism for Individual
form. Members holding shares in electronic form are shareholders holding securities in demat mode,
requested to submit the details to their respective pursuant to SEBI circular dated December 09, 2020:
Pursuant to SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and
Depository Participants only post June 09, 2021.
Shareholders are advised to update their mobile number and email Id in their demat accounts to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode/ physical mode is given below:
Type of shareholders Login Method
Individual Shareholders holding • If you are already registered for NSDL IDeAS facility, please visit the e-Services website
securities in demat mode with NSDL of NSDL.
Open web browser by typing the following URL: https://eservices.nsdl.com either on a
Personal Computer or on a mobile. Once the home page of e-Services is launched, click
on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A
new screen will open. You will have to enter your User ID and Password.
• After successful authentication, you will be able to see e-Voting services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting period or joining
virtual meeting and voting during the meeting.
• If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS” Portal or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp
• Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote e-Voting period or joining
virtual meeting and voting during the meeting.
Individual Shareholders holding • Existing user of who have opted for Easi / Easiest, they can login through their user id
securities in demat mode with CDSL and password. Option will be made available to reach e-Voting page without any further
authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
• After successful login of Easi / Easiest the user will be also able to see the E Voting Menu.
The Menu will have links of e-Voting service provider i.e. NSDL, KFINTEC, LINKINTIME,
CDSL. Click on e-Voting service provider name to cast your vote.
• If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi/Registration/EasiRegistration
• Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile and Email as recorded in
the demat Account. After successful authentication, user will be provided links for the
respective ESP where the e-Voting is in progress.
Individual Shareholders (holding • Individual Shareholders holding securities in Physical mode & e-voting service provider is
securities in demat mode) and login Link Intime
through their depository participants • Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you
will be redirected to NSDL/CDSL Depository site after successful authentication, wherein
you can see e-Voting feature. Click on company name or e-Voting service provider name
and you will be redirected to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting and voting during the meeting.
Instructions for Shareholders/ Members to Vote during Please note that Shareholders/ Members connecting from
the Annual General Meeting through InstaMeet: Mobile Devices or Tablets or through Laptops connecting
Once the electronic voting is activated by the scrutinizer/ via Mobile Hotspot may experience Audio/Visual loss due to
moderator during the meeting, shareholders/ members who fluctuation in their network. It is therefore recommended to
have not exercised their vote through the remote e-voting use stable Wi-Fi or LAN connection to mitigate any kind of
can cast the vote as under: aforesaid glitches.
1. On the Shareholders VC page, click on the link for In case shareholders/ members have any queries regarding
e-Voting “Cast your vote” login/ e-voting, they may send an email to instameet@
linkintime.co.in or contact on: - Tel: 022-49186175.
2. Enter your 16 digit Demat Account No. / Folio No.
and OTP (received on the registered mobile number/ 20. Procedure for Remote e-voting:
registered email Id) received during registration for In compliance with the provisions of Section 108 of the
InstaMEET and click on ‘Submit’. Act read with Rule 20 of the Companies (Management
and Administration) Rules, 2014, as amended and the
3. After successful login, you will see “Resolution provisions of Regulation 44 of the Listing Regulations,
Description” and against the same the option “Favour/ Members are provided with the facility to cast their vote
Against” for voting.
electronically, through the e-voting services provided by
Link Intime on all Resolutions set forth in this Notice,
4. Cast your vote by selecting appropriate option i.e.
through remote e-voting. It is hereby clarified that it is
“Favour/Against” as desired. Enter the number of
not mandatory for a Member to vote using the remote
shares (which represents no. of votes) as on the cut-off
e-voting facility. The remote e-voting facility will be
date under ‘Favour/Against’.
available during the following period:
5. After selecting the appropriate option i.e. Favour/ Day, date and time of From Monday, July 26, 2021 at
Against as desired and you have decided to vote, Commencement of 09.00 A.M. (IST)
remote e-voting
click on “Save”. A confirmation box will be displayed. If
you wish to confirm your vote, click on “Confirm”, else Day, date and time of To Wednesday, July 28, 2021
end of remote e-voting at 05.00 P.M. (IST)
to change your vote, click on “Back” and accordingly beyond which remote
modify your vote. e-voting will not be
allowed
6. Once you confirm your vote on the resolution, you will not
be allowed to modify or change your vote subsequently. The remote e-voting will not be allowed beyond the
aforesaid date and time and the e-voting module shall
Note: be disabled by Link Intime upon expiry of the aforesaid
Shareholders/ Members, who will be present in the Annual period.
General Meeting through InstaMeet facility and have not
casted their vote on the Resolutions through remote e-Voting The remote e-voting module shall be disabled for voting
and are otherwise not barred from doing so, shall be eligible thereafter. Once the vote on a resolution(s) is cast by
to vote through e-Voting facility during the meeting. the Member, the Member shall not be allowed to change
it subsequently.
Shareholders/ Members who have voted through Remote
e-Voting prior to the Annual General Meeting will be eligible A Member may avail of the facility at his/her/its
to attend/ participate in the Annual General Meeting through discretion, as per the instructions provided herein:
InstaMeet. However, they will not be eligible to vote again
during the meeting. Instructions
a. Member will receive an e-mail from Link Intime
Shareholders/ Members are encouraged to join the Meeting [for Members whose e-mail IDs are registered
through Tablets/ Laptops connected through broadband for with the Company/Depository Participant(s)]
better experience. which includes details of E-Voting Event Number
(“EVEN”), USER ID and password:
Shareholders/ Members are required to use Internet with a
good speed (preferably 2 MBPS download stream) to avoid i. Launch internet browser by typing the URL:
any disturbance during the meeting. https://evoting.linkintime.com.
ii. Enter the login credentials (i.e. User ID and i.e., the Member neither assents nor dissents
password). In case of physical folio, User ID to the Resolution, then his/her/ its vote will
will be EVEN (e-voting Event Number) xxxx be treated as an invalid vote with respect to
followed by folio number. In case of Demat that Resolution.
account, User ID will be your DP ID and Client
ID. However, if you are already registered ix. Members holding multiple folios/ demat
with Link Intime for e-voting, you can use your accounts shall choose the voting process
existing User ID and password for casting separately for each of the folios/ demat
your vote. accounts.
iii. After entering these details appropriately, x. Voting has to be done for each item of the
click on “LOGIN”. Notice separately. In case you do not desire
to cast your vote on any specific item, it will be
iv. You will now reach password change Menu treated as abstained.
wherein you are required to mandatorily
change your password. The new password xi. You may then cast your vote by selecting an
shall comprise minimum 8 characters with at appropriate option and click on “Submit”.
least one upper case (A-Z), one lower case (a-
z), one numeric (0-9) and a special character xii. A confirmation box will be displayed. Click
(@,#,$,etc.). The system will prompt you “OK” to confirm else “CANCEL” to modify.
to change your password and update your Once you confirm, you will not be allowed to
contact details like mobile number, email modify your vote. During the voting period,
ID, etc., on first login. You may also enter a Members can login any number of times till
secret question and answer of your choice to they have voted on the Resolution(s).
retrieve your password in case you forget it.
It is strongly recommended that you do not xiii. Corporate/Institutional Members (i.e. other
share your password with any other person than Individuals, HUF, NRIs, etc.) are
and that you take utmost care to keep your required to send scanned certified true
password confidential. copy (PDF Format) of the Board Resolution/
Authority Letter, etc., together with attested
v. You need to login again with the new specimen signature(s) of the duly authorized
credentials. representative(s), to the Scrutinizer at e-mail
ID: bchandraandassociates@gmail.com with
vi. On successful login, the system will prompt a copy to enotices@linkintime.co.in and to
you to select the EVEN for Computer Age the Company at secretarial@camsonline.
Management Services Limited. com. They may also upload the same in the
e-voting module in their login. The scanned
vii. On the voting page, enter the number of image of the above mentioned documents
shares (which represents the number of should be in the naming format “Corporate
votes) as on the cut-off date i.e. July 21, 2021 Name EVENT NO”
under “FOR/ AGAINST” or alternatively, you
may partially enter any number in “FOR” and It should reach the Scrutiniser and the
partially in “AGAINST” but the total number Company by email not later than Wednesday,
in “FOR/ AGAINST” taken together should July 28, 2021 at 05.00 P.M. (IST). In case if
not exceed your total shareholding as on the the authorized representative attends the
cut-off date. Meeting, the above-mentioned documents
shall be submitted before the commencement
viii. Pursuant to Clause 16.5.3(e) of Secretarial of AGM.
Standard on General Meetings (“SS-2”)
issued by the Council of the Institute of b. In case e-mail ID of a Member is not registered
Company Secretaries of India and approved with the Company/ Depository Participant(s), then
by the Central Government, in case a such Member is requested to register/ update their
Member abstains from voting on a Resolution e-mail addresses with the Depository Participant
(in case of Shares held in dematerialised consolidated Scrutinizer’s Report and submit the
form) and inform Link Intime at the email ID: same to the Chairman of the Company or any other
evoting@linkintime.com (in case of Shares held person of the Company authorised by the Chairman,
in physical form): who shall countersign the same. The Results shall be
declared not later than forty-eight hours from conclusion
i. Upon registration, Member will receive an of the Meeting.
e-mail from Link Intime which includes details
of E-Voting Event Number (EVEN), USER ID The Results declared along with the consolidated
and password. Scrutinizer’s Report shall be hosted on the website
of the Company at www.camsonline.com and on the
ii. Please follow all steps from Note. No. 21 (a) website of Link Intime at https://evoting.linkintime.com
(i) to (xii) above to cast your vote by electronic immediately after the Results are declared and will
means. simultaneously be forwarded to BSE Limited and the
National Stock Exchange of India Limited, where Equity
21. Voting during the AGM: Shares of the Company are listed.
i. The procedure for remote e-voting during the AGM
is same as the instructions mentioned for remote The Resolutions shall be deemed to be passed on
e-voting since the Meeting is being held through the date of the Meeting, i.e. July 29, 2021, subject to
VC/OAVM. receipt of the requisite number of votes in favour of
the Resolutions.
ii. The e-voting window shall be activated upon
instructions of the Chairman of the Meeting during 23. Speaker Registration before AGM:
the AGM. Members of the Company, holding shares as on the
cut -off date i.e. July 21, 2021 and who would like to
iii. E-voting during the AGM is integrated with the speak or express their views or ask questions during
VC platform and no separate login is required for the AGM may register as speakers by sending their
the same. The Members shall be guided on the request from their registered e-mail address mentioning
process during the AGM. their Name, DP ID and Client ID/folio number, PAN,
Mobile number at secretarial@camsonline.com from
iv. Only those Members/Shareholders, who will be 05.00 P.M. (IST) on 24.07.2021(Saturday) till 05.00 P.M.
present in the AGM through VC/OAVM facility and (IST) on 27.07.2021(Wednesday). Those Members
have not cast their vote on the Resolutions through who have registered themselves as a speaker will only
remote e-voting and are otherwise not barred from be allowed to speak/express their views/ask questions
doing so, shall be eligible to vote through e-voting during the AGM. The Company reserves the right to
system in the AGM. restrict the number of speakers depending on the
availability of time at the AGM.
v. Members who have cast their vote by remote
e-voting prior to the AGM will also be eligible to By Order of the Board
participate at the AGM but shall not be entitled to
cast their vote again. Sd/-
Manikandan Gopalakrishnan
22. Scrutinizer for e-voting and Declaration of Results: Company Secretary
Ms. B. Chandra (Membership No. A20879) of M/s. Registered Office:
B. Chandra and Associates, Practising Company New No. 10, Old No. 178,
Secretaries, have been appointed as Scrutinizer to M.G.R. Salai, Nungambakkam,
scrutinize the e-voting process as well as e-voting Chennai-600034, Tamilnadu, India
during the AGM, in a fair and transparent manner. CIN: L65910TN1988PLC015757
Email: secretarial@camsonline.com
The Scrutinizer will, after the conclusion of the e-voting Website: www.camsonline.com
at the Meeting, scrutinise the votes cast at the Meeting Place: Chennai
and votes cast through remote e-voting, make a Date: June 24, 2021
EXPLANATORY STATEMENT
ITEM NO. 2
Details of Director(s) seeking re-appointment at the forthcoming Annual General Meeting
Mr. Narendra Ostawal, Non-Executive Nominee Director of the Company, retires by rotation and, being eligible, has offered
himself for re-appointment. Mr. Narendra Ostawal has confirmed that he is not debarred from holding the office of Director by
virtue of any SEBI Order or any other such authority pursuant to circulars dated June 20, 2018 issued by BSE Limited and the
National Stock Exchange of India Limited pertaining to Enforcement of SEBI Orders regarding appointment of Directors by
listed companies.
Information as required under Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (“SS-2”)
is given hereunder:
The Board of Directors recommends the members to pass the resolution as set out in Item No.2 of Notice as Ordinary
Resolution.
None of the Directors, Key Managerial Personnel of the Company or their relatives is deemed to be interested or concerned
in the said resolution except Mr. Narendra Ostawal.
EXPLANATORY STATEMENT IN RESPECT 2. Rationale for the variation of the ESOP Scheme
OF THE SPECIAL BUSINESS PURSUANT TO The amendment is proposed to be undertaken in order
SECTION 102 OF THE COMPANIES ACT, 2013 to include express provision in relation to treatment of
vested as well as unvested options in case of retirement
ITEM NO. 4 of the option holders (as per the terms of the retirement
Approval of the ESOP Scheme 2019 along with variation policy of the Company).
in the Terms of the Scheme
The proposed amendment is not detrimental to the
The Company has formulated ESOP Scheme which was
interests of the option holders.
approved by the shareholders of the Company on March
28, 2019 and was amended pursuant to approval received
3. Details of the employees who are beneficiaries of
from the nomination and remuneration committee (“NRC”)
such variation
and Board of Directors (“Board”), at its meeting held on
December 17, 2019 and by the members of the Company All option holders and eligible employees to whom the
pursuant to special resolution(s) passed at the general options would be granted would benefit from the variation.
meeting of the Company held on December 23, 2019.
The Board recommends passing of the resolutions as set out
Based on the recommendations and approval of the NRC, under Item No. 4 of the Notice for approval of the members
approval of the Board, subject to approval of the members, it as a Special resolution.
proposed that the ESOP Scheme be amended.
None of the Directors or Key Managerial Personnel of the
The Resolutions contained at Item no. 4 seek to obtain Company including their relatives are, in any way, concerned
the members’ approval to authorize the Board to amend or interested, financially or otherwise, in the proposed
the ESOP Scheme and do all such acts, matters, deeds resolution(s) except to the extent of the stock options that
and things and to take all steps and do all things and give have been granted or may be granted to them.
such directions as may be required, necessary, expedient,
incidental or desirable for giving effect to the amendment of
ITEM NO. 5
the ESOP Scheme. Approval of ESOP given to the Employees of the
Subsidiary Companies
Draft of the ESOP Scheme with the proposed amendment
The Company proposes to grant of stock options in
shall be electronically available for inspection upon mail
one or more tranches not exceeding 14,62,800 options
request as mentioned in the Notes.
(“Options”) as approved under the CAMS ESOP Scheme
Details of the variations of the ESOP Scheme are 2019, exercisable into equivalent number of equity shares
provided below: of the Company under the CAMS ESOP Scheme 2019 to
the present and future, permanent Employees (as defined
1. Variations in the ESOP Scheme: in the CAMS ESOP Scheme 2019) of Sterling Software
In clause 14.2 of the ESOP Scheme, the following Private Limited, CAMS Insurance Repository Services
paragraph shall be inserted as the last paragraph: Limited, CAMS Investor Services Private Limited, CAMS
Financial Information Services Private Limited and CAMS
“If a Grantee’s employment with the Company Payment Services Private Limited, the Indian subsidiary
terminates for reasons of normal retirement or early companies and to the extent and in the manner as may be
retirement in accordance with the retirement policy permissible under the relevant provisions of the Companies
of the Company and is specifically approved by the Act, 2013, rules made there under and SEBI (Share Based
Company, then all the Options granted to him till such Employee Benefits) Regulations, 2014 and SEBI (Listing
date that have not vested, shall vest on the date of Obligations and Disclosure Requirements) Regulations,
the Grantee’s retirement, subject to Grantee being in 2015), whether in India or abroad, subject to the employees
employment for at least one year from the date of Grant meeting the eligibility criteria and on such other terms as may
of Options. The Vested Options can be exercised by the be determined by the Board of Directors of the Company
Grantee prior to the expiry of the Exercise Period. In (hereinafter referred to as the ‘Board’ which term shall be
the event, one year has not completed from the date of deemed to include the Nomination and Remuneration
Grant of Options and the Option Grantee retires but is Committee of Directors constituted by the Board to exercise
appointed as a non-executive director of the Company its powers including powers conferred by this resolution).
or its Subsidiaries, then the unvested Options would
continue and shall Vest on completion of one year from Accordingly, the Nomination and Remuneration Committee
the date of Grant of Options.” and the Board of Directors of the Company at their meeting
held on March 20, 2020, approved the proposed grant of Board, from time to time. Members are requested to note the
further shares under the CAMS ESOP 2019 subject to your salient features of CAMS ESOP 2019 are as provided below:
approval. In accordance with the terms of this resolution
and the CAMS ESOP 2019, the options would be granted in
one or more tranches and series as may be decided by the
Total number of stock options to be granted A maximum of 14,62,800 (Fourteen Lakhs Sixty-Two Thousand Eight
Hundred) stock options, subject to adjustments as may be required
due to any corporate action.
Each stock option gives the right to convert the same into 1 (one)
equity share of the Company.
Identification of classes of employees entitled to participate in the The Nomination and Remuneration Committee will determine and
CAMS ESOP 2019 and Maximum number of options to be granted designate from time to time such Eligible Employees including the
per employee and in aggregate employees of its subsidiaries to whom Options are to be issued, the
number of such Options and also the maximum number of options
per employee.
Appraisal process for determining the eligibility of employees to the The Nomination and Remuneration Committee will consider the
CAMS ESOP 2019 qualification, experience, hierarchy level in the organization or
performance of an Employee as indicated by the annual performance
appraisal, minimum period of service, the position and responsibilities
of an Employee, the nature and value to the Company of his services
and accomplishments, his present and potential contribution to the
success of the Company, past service and geographical location and
such other factors that the Nomination and Remuneration Committee
may deem relevant.
Requirements of vesting and vesting period Vesting of the Options granted pursuant to CAMS ESOP 2019 will
be at least one year from the date of Grant and could be different for
different Employees as more particularly set forth in the Grant. The
maximum period within which the Options shall be vested under the
Scheme shall be five years from the date of the Grant or such other
period as may be decided by the Nomination and Remuneration
Committee from time to time.
Maximum period of vesting All the options vests from the end of one year and the maximum
period of vesting is four years from the date of allotment of the option.
Exercise price or the formula for arriving at the exercise price As determined by the Nomination and Remuneration Committee in
accordance with the CAMS ESOP 2019.
Exercise period and Exercise Process As per the CAMS ESOP 2019.
Lock-in Table As determined by the Nomination and Remuneration Committee in
accordance with the CAMS ESOP 2019.
Shares issued under CAMS ESOP 2019 shall be subject to transfer
restrictions as provided in the Articles of Association of the Company
and such lock-in restrictions, if required under Applicable Laws and
/ or if determined by the Nomination and Remuneration Committee
from the date of allotment of Shares under the CAMS ESOP 2019.
Maximum number of options to be granted per employee and in The Maximum Number of options that will be granted per employee
aggregate will be as determined by the Nomination and Remuneration
Committee.
Method used to value options The Company shall adopt the fair value method of valuation of
options. Notwithstanding the above, the Company may adopt any
other method as may be required under prevailing applicable laws
and regulations.
Conditions under which option vested in employees may lapse The Options shall lapse if not exercised within the specified exercise
period and other specific instances as stipulated in the scheme.
Time period for exercising the vested options in the event of proposed Voluntary Resignation - Exercise within 6 months from date of
termination or resignation of the employee acceptance of resignation.
Issue of new shares or secondary acquisition Company shall issue new shares on exercise of stock options under
the CAMS ESOP 2019.
Compliance with accounting standards The Company shall be complying with the applicable accounting
standards.
Pricing formula and Exercise Price: The stock options of the options that may be granted to him/Equity shares that
would be issued to the eligible employees / directors at the may get converted on vesting of those options.
latest available closing price on the stock exchange on which
the shares of the Company are listed on the date immediately ITEM NO.6
prior to the date on which the options are approved by the Appointment of Mr. Anuj Kumar (DIN: 08268864) as
NRC for being granted. As the shares of the Company are Managing Director of the Company
listed on more than one stock exchange, the latest available
The Company had appointed Mr. Anuj Kumar as Whole-time
closing price on the stock exchange with higher trading
Director (WTD) and Chief Executive Officer (CEO) of the
volume on the said date shall be considered. In terms of the
Company on November 06, 2018 for a period of five years.
applicable provisions of the Income Tax Act, 1961 and other
Apart from being WTD and CEO of the Company, he is a
applicable laws, the eligible employees shall be liable to pay
Director of Sterling Software Private Limited, a subsidiary of
the amount of perquisite tax and/or other taxes, charges and
the Company.
levies (by whatever name called) in respect of the options
exercised, if any. It is further clarified that the Company
Considering his knowledge of various aspects relating to
shall be entitled to receive the entire consideration and the
the Company’s affairs and extensive business experience,
perquisite tax and/or other taxes, charges and levies (by
the Board of Directors is of the opinion that for smooth and
whatever name called) at the time of exercise of the options
efficient running of the business of the Company, Mr. Anuj
by the eligible employees, irrespective of when the Company
Kumar should be appointed as Managing Director.
may be required to deposit the tax with the relevant authority.
Terms and Conditions of Appointment and Remuneration (d) Subject to the superintendence, control and
of Managing Director direction of the Board, Managing Director shall
The principle terms and conditions of appointment of
(i) have the general control of the business
Mr. Anuj Kumar as the Managing Director are as follows:
of the Company and be vested with the
Management and day to day affairs of the
I. Period of appointment
Company
Five years commencing from August 01, 2021 to
July 31, 2026 (ii) have the authority to enter into contracts on
behalf of the Company in the ordinary course
Managing Director shall not be liable to retire by rotation. of business and
II.
Powers and Responsibilities as the Managing (iii) have the authority to do and perform all
Director other acts and things which in the ordinary
course of such business he may consider
(a) As the Managing Director, Mr. Anuj Kumar will
necessary or proper in the best interest of
to the best of his skill and ability, endeavour to
the Company.
promote the interests and welfare of the Company
and to conform to and comply with the directions III. Remuneration
and regulations of the Company carry out such
A. Gross remuneration
functions, exercise such powers and perform such
duties as the Board of Directors of the Company In consideration of the performance of his duties,
(hereinafter called “the Board”) shall from time the Company shall pay to Mr. Anuj Kumar the
to time in its absolute discretion determine and fixed gross remuneration of Rs. 3,52,00,000/- per
entrust to him, subject, nevertheless to the annum (consisting of both fixed pay of Rs. 198
provisions of the Companies Act, 2013 or any lacs and variable pay of Rs. 154 lacs and including
statutory modifications or re-enactment thereof for value of any perquisites and retiral benefits such
the time being in force. as such as provident fund, gratuity etc.) with such
increments as may be approved by the Board of
(b) Managing Director shall devote the whole of Directors (which includes any Committee thereof)
his time, attention and abilities to manage the from time to time.
business of the Company and shall use his best
The gross remuneration shall be categorized as
endeavour to promote its interest and welfare
follows:
and carry out such duties as may be separately
communicated to him and such powers as may (a)
Salary:
be assigned to him, subject to superintendence,
Rs. 3,52,00,000/- per annum (consisting of
control and directions of the Board in connection
both fixed pay of Rs. 198 lacs and variable
with and in the best interests of the business of
pay of Rs. 154 lacs and including value of any
the Company and the business of any one or more
perquisites and retiral benefits such as such
of its associated companies and/or subsidiaries,
as provident fund, gratuity etc.) being paid for
including performing duties as assigned by the
the financial year 2021-22.
Board from time to time by serving on the boards
of such associated companies and/or subsidiaries The increment as and when approved by
or any other executive body or any committee of the Board shall be merit based and will take
such a company. into account the performance as Managing
Director as well as that of the Company such
(c) Managing Director shall at all times act in the that the overall remuneration does not exceed
best interests of the Company and all its the limits permitted under section 197.
stakeholders (including its minority shareholders)
and keep the Board of Directors informed of any (b)
Sitting fees
developments or matters that have materially Mr. Anuj Kumar shall not be paid sitting fees
impaired, or are reasonably likely to materially for attending the meetings of the Board
impair, the interests of the Company and/or any of of Directors of the Company including
its stakeholders. Committee Meetings.
(c)
Allowances: based on the parameters as may be decided
The Company follows the Flexible Allowances by the NRC and Board.
Structure for its Senior Management that
enables the employees in that cadre to decide (f) Employee Stock Option Plan (ESOP):
the salary components other than the basic Mr. Anuj Kumar shall be entitled for the grant
salary within the gross remuneration paid of ESOP Shares as per the CAMS ESOP
to them. 2019 guidelines and as may be approved by
the Nomination and Remuneration Committee
Other allowances and perquisites like House / Board of Directors from time to time.
Rent Allowance (HRA), Soft Furnishing
Allowance, Leave Travel Concession (LTC), Under the CAMS ESOP 2019 scheme,
Medical Reimbursement, Special Allowance Mr. Anuj Kumar has been granted 1,40,391
etc., the same may be decided by him shares till date and he holds 10,500 equity
following the flexible allowance structure of shares of the Company as on date.
the Company.
(g)
Reimbursements:
(d)
Perquisites:
Managing Director shall be entitled to be paid /
In addition to the above-mentioned reimbursed by the Company all costs, charges
Allowances, Mr. Anuj Kumar would be paid/
and expenses including entertainment
entitled for the following perquisites:
expenses as may be reasonably incurred
(i) Mediclaim and Personal Accident by him for the purpose of or on behalf of the
Insurance - Mediclaim and Personal Company subject to such ceiling as may be
Accident Insurance Policy for such decided by the Board on the recommendation
amount as per the rules of the Company. of the Nomination and Remuneration
Committee.
(ii) Contribution to Provident Fund - The
Company’s contribution to Provident (h)
Income Tax:
Fund as per the applicable laws. Income Tax in respect of the above
remuneration will be deducted at source as
(iii) Gratuity - Gratuity at an applicable rate
per the applicable Income Tax Laws / Rules.
from the basic salary earned for each
completed year of service.
B. Overall remuneration:
(iv) Leave - Entitled for leave with full pay or The aggregate of salary, allowances, perquisites
encashment thereof as per the rules of and performance bonus in any one financial year
the Company. shall not exceed the limits prescribed under Section
197, 198 and other applicable provisions of the
(v) Other perquisites - Subject to overall Companies Act, 2013 read with Schedule V to the
ceiling on remuneration mentioned said Act or any modifications or re-enactment for
herein below, Mr. Anuj Kumar may be the time being in force.
given any other allowances, benefits
and perquisites as the Board of Directors IV. Other terms of Appointment
(which includes any Committee thereof)
A. Directorship in other Companies
may from time to time decide.
During the currency of this Agreement, Managing
Explanation: Perquisites shall be evaluated Director shall not directly or indirectly engage
as per Income Tax Rules, wherever applicable himself in any other employment, business or
and in absence of any such rule, perquisites occupation of whatsoever nature. However,
shall be evaluated at actual cost. he may with the prior approval of the Board of
Directors and subject to the provisions of the SEBI
(e)
Performance Incentive: (Listing Obligations and Disclosure Requirements)
The Quantum of Variable Pay shall be decided Regulations, 2015 and the Companies Act, 2013,
by the NRC and Board on an annual basis hold Directorship in other companies and/or
and can be higher by a maximum of 25% provide services to other group Companies.
Remuneration of Managerial Personnel) Rules, Directors is being placed before the shareholders
2014, the proposed appointment and the terms of for their approval and the shareholders are
remuneration payable to Mr. Anuj Kumar requires requested to pass the Ordinary Resolution
approval of shareholders of the Company by accordingly.
passing Ordinary Resolution.
None of the Directors, Key Managerial Personnel
Hence, the resolution at Item No.6 for appointment of the Company or their relatives is deemed to
of Mr. Anuj Kumar as Managing Director of the be interested or concerned in the said resolution
Company, as recommended by the Nomination except Mr. Anuj Kumar.
and Remuneration Committee and the Board of
Brief resume of Mr. Anuj Kumar, nature of his expertise in specific functional areas, names of companies in which he holds
directorships and memberships / chairmanships of Board Committees and shareholding etc. as stipulated under the Listing
Regulations, is provided as below:
DIN 08268864
Age 54 years
Nationality Indian
Qualification He holds a Bachelor degree in Mechanical Engineering from Birla Institute of Technology, Ranchi
and a Post Graduate Diploma in Management (PGDM) from IIM, Kolkata
Experience 25 years of professional experience with Godrej & Boyce Mfg. Co. Ltd., Blow Plast Limited, Escorts
Finance Limited, BillJunction Payments Limited, IBM India Private Limited and Concentrix Daksh
Services India Private Limited.
Number of shares held in the Company 10,500 equity shares by way of exercise of ESOP
Item No. 7 of the date of the draft red herring prospectus to be filed by
Amendment of the Articles of Association the Company pursuant to the IPO, continues to hold at least
10% of the issued share capital of the Company, on a fully
The Company had procured the consent of Shareholders in its
diluted basis, and such shareholder is not categorized as a
previous meeting held on August 31, 2020, for the deletion of
promoter of the Company, such shareholder shall have the
Part II of the Articles of Association as the same is pertaining
right to appoint one nominee Director on the Board. As part of
to the previous set of shareholders on the contingency of
IPO process, such special right to nominate a director on the
issue of Initial Public Offering (“IPO”) and getting listed.
Board of the Company shall be exercised only after obtaining
The Company issued IPO was listed in the Bombay Stock shareholders’ approval through a special resolution after the
Exchange (“BSE”) with effect from October 01, 2020. IPO. Therefore, it is proposed to approve Article 103A as a
Special Resolution.
Considering the present scenario, it is necessary to delete
existing Part II of the Articles of Association, with the approval Draft of the revised Articles of Association with the proposed
of the members of the Company. amendment shall be electronically available for inspection
upon mail request as mentioned in the Notes.
Draft of the revised Articles of Association with the proposed
amendment shall be electronically available for inspection The Board recommends the passing of the resolution as set
upon mail request as mentioned in the Notes. out at Item No. 8 of this Notice, as a Special resolution by the
shareholders of the Company.
The Board recommends the passing of the resolution as set
out at Item No. 7 of this Notice, as a Special resolution by the None of the Directors of the Company or key managerial
shareholders of the Company. personnel or their relatives is, in any way, concerned or
interested in the resolution.
None of the Directors of the Company or key managerial
personnel or their relatives is, in any way, concerned or Item No. 9
interested in the resolution. Regularisation of Mr. Sandeep Kagzi (DIN: 08264768) as
Director
ITEM NO. 8 Mr. Sandeep Kagzi (DIN: 08264768), Non-Executive Director
Ratification and Approval of Article 103A of the Articles of the Company, being eligible to be appointed as a Director,
of Association is not debarred from holding the office of Director by virtue
The Company has successfully completed its Initial Public of any SEBI Order or any other such authority pursuant to
Offering (IPO) of Equity Shares during the Financial Year circulars dated June 20, 2018 issued by BSE Limited and
2021 and the Equity Shares of the Company got listed on BSE the National Stock Exchange of India Limited pertaining
Limited with effect from October 01, 2020 and subsequently to Enforcement of SEBI Orders regarding appointment of
on the NSE with effect from May 07, 2021. Prior to the IPO, Directors by listed companies.
the Company had entered into shareholders’ agreement
dated March 07, 2018 as amended by amendment Mr. Sandeep Kagzi was appointed as Additional Director of
agreements dated November 02, 2018 and September the Company with effect from June 22, 2021 by the Board of
02, 2020 and a waiver cum amendment agreement dated Directors based on the recommendation of the nomination
December 31, 2019 with Great Terrain Investment Ltd and and remuneration committee under Section 161 of the Act
others (collectively the “SHA”). and as per the Company’s Articles of Association.
It was agreed amongst the Company and the other parties In terms of Section 161(1) of the Act, Mr. Sandeep Kagzi,
to the SHA that after the consummation of the IPO, (a) as holds office only up to the date of the forthcoming AGM but is
long as any shareholder is categorized as a promoter of eligible for appointment as a Director.
the Company, each such shareholder shall have the right to
appoint two nominee Directors on the Board, and (b) as long Information as required under Regulations 26(4) and 36(3)
as any shareholder, being a shareholder of the Company as of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General
Meetings (“SS-2”) is given hereunder:
The Board recommends the passing of the resolution as set out at Item No. 9 of this Notice, as an Ordinary resolution by the
shareholders of the Company.
None of the Directors of the Company or key managerial personnel or their relatives is, in any way, concerned or interested
in the resolution.
Sd/-
Manikandan Gopalakrishnan
Company Secretary
Registered Office:
New No. 10, Old No. 178, M.G.R. Salai, Nungambakkam, Chennai-600034, Tamilnadu, India
CIN: L65910TN1988PLC015757
Email: secretarial@camsonline.com
Website: www.camsonline.com
Place: Chennai
Date: June 24, 2021
Board’s Report
Dear Members,
Your Directors are pleased to present the Company’s 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 For the For the For the
FY 2020-21 FY 2019-20 FY 2020-21 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 30,886 33,921 39,712 41,927
customer collection accounts & lien deposits and
including subsidiary investments in the case of stand-
alone).
6. IMPACT OF COVID-19
The outbreak of the COVID-19 pandemic has led to For the first time in the history of the organization
an unprecedented health crisis and has disrupted work-from-home was adopted after working through
economic activities and trade globally. In the light of numerous design-aspects of the new paradigm such
this, the financial year 2020-21 began in the middle as information security, availability of desktops and last
of an intense nationwide lockdown mandated due mile connectivity in the houses of employees. There
to the unprecedented crisis arising from the spread has been a widespread recognition from clients, on the
of Coronavirus. resilience exhibited by your company in these testing
times and the spirit of commitment that CAMS team
Your Company invoked Level 2 BCP (i.e., severe has displayed in getting things done in the face of
external situation leading to a scenario where only mounting odds.
the most essential services would be provided)
immediately, as the Phase I lockdown was announced. The Company has put in place measures to ensure
During the initial week, the company delivered all the the well-being of its employees by re-enforcing the
critical deliverables. All the electronic & digital modes importance of social distancing, safe working practices
of transaction continued to function with support and general personal hygiene.
from CAMS.
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 COMPANY’S AFFAIRS insurance companies. This company is serving leading
Your Company serves as the technology enabled service insurance companies which include Life, Health and
General insurance companies.
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 CAMS Investor Services Private Limited (“CAMS KRA”)
has recently obtained the Registration certificate as a is registered with Securities and Exchange Board of
India as a KYC Registration Agency and is licensed
Central Record Keeping Agency (CRA) for the Pension
for implementation of SEBI’s vision of a harmonized
Fund Regulatory Authority of India. It also extends the
KYC process.
facility of call center operations to its various clients and
acting as Depository Participant for Investor.
Sterling Software Private Limited (“SSPL”) is the
The Company is registered with the Securities and software development arm for the group and brings
Exchange Board of India (‘SEBI’) to provide Registrar high specialization in building technology solutions for
& Transfer Agency services to Mutual Funds. It has financial services domain. Your Company is the major
been classified as a Qualified Registrar and Transfer client for Sterling. SSPL is pursuing various avenues to
Agent (QRTA) as it manages more than 2 million Folios. increase its external business.
As a regulated organization, the Company brings
highest standards to service delivery and adherence to CAMS Financial Information Services Private Limited
Regulations. (“CAMS FIS”) has been incorporated for carrying on
the business of “Account Aggregator” as a Non-Banking
Information on the operational and financial Financial Company. The Company has received the
performance, among others, is provided in the Certificate of Registration from Reserve Bank of India
Management Discussion and Analysis Report which (“RBI”) as a Non-Banking Finance Company – Account
forms part of the Annual Report and is in accordance Aggregator. The Company also has put in place the
with the SEBI (Listing Obligations & Disclosure required infrastructure and is in discussions with the
clients and Financial institutions for commencing the
Requirements) Regulations, 2015.
commercial activities.
8. CAPITAL EXPENDITURE AND LIQUIDITY
CAMS Payment Services Private Limited (“CAMS PAY”)
The operations of the company are not capital
has been incorporated for carrying on the business
intensive. It is not availing any kind of working capital of “Payment Aggregator”. An application to the
facility from the Banks or financial institutions. The Reserve Bank of India (“RBI”) has been submitted
capital expenditure is mainly towards upgradation of seeking certificate of Registration for carrying out
technology, improvements to the cyber security and the activities.
physical infrastructure required for its operations.
Foreign Subsidiary
As on March 31, 2021, the liquidity position of the
Sterling Software (Deutschland) GmbH (“SSGMBH”) is
Company was Rs. 17,124 lacs [excluding Fixed
a wholly owned subsidiary of Sterling Software Private
Deposit(s) (‘FD’) under Lien of Rs. 2,055 lacs for against
Limited incorporated in Germany and is engaged
issue of Guarantee by Banks] as against Rs. 22,038
in the business of providing IT Software services
lacs as on March 31, 2020. (excluding FDs under Lien
and consultancy. During the year, the Company has
of Rs. 86 lacs)
taken steps for winding down this subsidiary due to
inadequacy of revenue from German operations and
9. SUBSIDIARY COMPANIES resultant unviability.
As of March 31, 2021, your Company has 6 wholly
owned subsidiaries (including 1 step-down subsidiary). A report on the performance and financial position of the
subsidiaries whose financial statements are considered
Domestic Subsidiaries for preparation of Consolidated Financial Statements of
CAMS Insurance Repository Services Limited (“CAMS the Company as per the Act (in the prescribed format
REP”) is licensed by IRDAI to offer Insurance Repository i.e. “Form AOC-1”) is provided as Annexure.
services to Insurance policy holders. The Company
has developed outsourcing solutions for new business The policy for determining material subsidiaries
processing and policy holder services for leading private as approved by the Board may be accessed
on the Company’s website at the web-link: the wholly owned subsidiaries and investment of surplus
https://www.camsonline.com/about-cams/shareholder- funds in Mutual Funds and Bank deposits made in the
relations/policies regular course of the business have been included in
Notes of the Standalone Financial Statements.
None of the subsidiaries of the company fall under the
category of material subsidiary. 12. NUMBER OF BOARD MEETINGS HELD
The Board of Directors of the Company met nine times
In accordance with the third proviso to Section 136(1) of
during the Financial Year 2020-21. The meetings were
the Act, the Annual Report of the Company, containing
held on the following dates:
therein its Standalone and the Consolidated Financial
Statements are available on the Company’s website at • June 16, 2020
the web-link:
• August 10, 2020
https://www.camsonline.com/about-cams/shareholder-
relations/financial-information • August 27, 2020
• September 11, 2020
Any Shareholder who may be interested in obtaining
a copy of the aforesaid documents may write to the • September 24, 2020
Company Secretary. Further, the said documents will • September 29, 2020
be available for examination by the Shareholders of
the Company at its Registered Office during all working • November 11, 2020
days except Saturday, Sunday, Public Holidays and • February 11, 2021
National Holidays, between 10.00 AM to 12.00 Noon up
to the date of the ensuing Annual General Meeting. • March 20, 2021
10. RELATED PARTY TRANSACTIONS The details of the Board Meetings and attendance of
Directors are provided in the Corporate Governance
During the year under review, the contracts and
Report, which forms a part of this Annual Report.
arrangements with wholly owned subsidiaries have
been entered by the Company in its ordinary course
13. DIRECTORS AND KEY MANAGERIAL
of business and at arms’s length. These Related Party
Transactions (RPTs) were not material transactions PERSONNEL
under Regulation 23 of the Listing Regulations. There As of March 31, 2021, your Company had 7 Directors,
were no materially significant related party transactions which includes 3 Independent Directors and 2
with the Promoters, Directors and Key Managerial Non-Executive Nominee Directors, 1 Non-Independent
Personnel, which may have a potential conflict with Non-Executive Director and 1 Executive Director.
the interest of the Company at large. Given that the
Company does not have anything to report pursuant to Independent Directors
Section 134(3)(h) of the Act read with Rule 8(2) of the Mr. Dinesh Kumar Mehrotra is the Chairman &
Companies (Accounts) Rules, 2014 in Form No. AOC- Independent Director. Mr. Natarajan Srinivasan and
2, the same is not provided. Attention of the members Ms. Vijayalakshmi Rajaram Iyer are other Independent
is drawn to Note No. 31 to the Standalone Financial Directors in the Board.
Statements which sets out related party disclosure.
In accordance with the provisions of Section 149 of
The RPT Policy as approved by the Audit Committee the Companies Act, 2013, the Independent Directors
and the Board is available on the website of the have given a declaration that they meet the criteria of
Company: https://www.camsonline.com/about-cams/ independence as provided in the said Section and in
shareholder-relations/policies terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
11. LOANS, GUARANTEES AND
INVESTMENTS IN SECURITIES Non-Executive Nominee Directors
As on March 31, 2021, the Company has not given loans, Mr. Zubin Soli Dubash* and Mr. Narendra Ostawal are
made investments or provided guarantees or securities Non-Executive Nominee Directors of the Company
as covered under Section 186 of the Companies Act, and they are the Nominee Directors of Great Terrain
2013. Details of investments made by the company in Investments Limited, Promoter of the Company.
Appointments/Re-appointment https://www.camsonline.com/about-cams/shareholder-
relations/policies
As per the provisions of the Companies Act, 2013,
Mr. Narendra Ostawal will retire as director at the
15. PERFORMANCE EVALUATION OF THE
ensuing Annual General Meeting and being eligible,
seeks reappointment. The Board recommends his
BOARD, COMMITTEES AND INDIVIDUAL
reappointment. DIRECTORS
The Companies Act, 2013 and the SEBI (Listing
Key Managerial Personnel Obligations and Disclosure Requirements) Regulations,
During the year under review, there was no change in 2015 stipulate evaluation of the performance of the
KMP of the Company. The following personnel continue Board, its Committees, Individual Directors and the
as KMPs as per the definition under Section 2(51) and Chairperson.
Section 203 of the Act:
The Company has formulated a Board Evaluation
1. Mr. Anuj Kumar, Whole-Time Director and Chief template for performance evaluation of the Independent
Executive Officer; Directors, the Board, its Committees and other individual
Directors which includes criteria for performance
2. Mr. M. Somasundaram, Chief Financial Officer; evaluation of the Non-Executive Directors and Executive
Directors.
3. Mr. G Manikandan, Company Secretary.
The template provides the criteria for assessing
14. FAMILIARIZATION PROGRAMME FOR performance of Directors and comprises of various key
THE INDEPENDENT DIRECTORS areas such as attendance at Board and Committee
Meetings, quality of contribution to Board discussions
The Company follows a well-structured induction
and decisions, strategic insights or inputs regarding
programme for orientation and training of Directors
future growth of the Company and its performance, ability
at the time of their joining to provide them with an
to challenge views in a constructive manner, knowledge
opportunity to familiarise themselves with the Company,
acquired regarding the Company’s business/ activities,
its management, its operations and the industry in which
understanding of industry and global trends, etc.
the Company operates.
The evaluation involves self-evaluation by the Board
At the time of appointing a Director, a formal letter
Member and subsequent assessment by the Board of
of appointment is given to him/her, which inter alia
Directors. A member of the Board will not participate in
explains the role, function, duties and responsibilities
the discussion of his/her evaluation.
expected of him/her as a Director of the Company.
The Director is also explained in detail the Compliance
The formal Board evaluation as mandated under the
required from him under the Companies Act, 2013, the
Companies Act and LODR has been carried out during
Listing Regulations and other relevant Regulations and
the year.
affirmation taken with respect to the same.
16. INTERNAL FINANCIAL CONTROLS AND
The induction programme includes:
RISK MANAGEMENT
1) For each Director, a one to one discussion with the The Company has in place adequate internal financial
Whole-Time Director to familiarize the former with controls commensurate with nature and size of the
the Company’s operations. business activity and with reference to the financial
statements. The controls comprise of policies and
2) An opportunity to interact with other business procedures for ensuring orderly and efficient conduct
heads and senior officials of the Company, who of the Company’s business, including adherence to its
also make presentations to the Board members policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and The Auditor’s Report annexed to the financial
completeness of the accounting records and the statements for the year under review does not
timely preparation of reliable financial information. contain any qualification, reservation, adverse
The Company has also secured Service Organization remark or disclaimer.
Control Compliance SOC 1 in accordance with SSAE
16 and SOC 2 under AICPA. The Company is also ISO (ii) Secretarial Auditors
9001- 2008 and ISO 27001 certified. The Company has appointed B Chandra
& Associates, Company Secretaries (Firm
The internal financial control system is supplemented Registration No. P2017TN065700) to conduct
by audits conducted by the Internal Auditors. The Audit Secretarial Audit as per the requirements of
Committee of the Board of Directors reviews the reports Section 204(1) of the Act read with Rule 9 of the
of the Auditors at its periodical meetings. Navision, an Companies (Appointment and Remuneration of
Enterprise Resource Planning system from Microsoft, is Managerial Personnel) Rules, 2014.
implemented to assist with financial accounting.
The Secretarial Audit Report in Form MR-3 for the
The Company has in place a Risk Management Policy
financial year under review, as received from M/s.
for identification, assessment, measurement and
B. Chandra & Associates, Company Secretaries,
reporting of business risks faced by the Company.
and the management’s responses to the
The Risk Management Committee oversees the Risk
observations in the report is attached as Annexure
Management framework on a periodic basis. Risk
3 to the Board’s Report.
Control and Mitigation mechanisms are tested for their
effectiveness on regular intervals.
19. CORPORATE SOCIAL RESPONSIBILITY
17. AUDIT COMMITTEE As a socially responsible Company, CAMS is committed
to increasing its Corporate Social Responsibility
The Audit Committee comprises of:
(CSR) impact with an aim of playing a bigger role in
i. Mr. Natarajan Srinivasan - Chairman sustainable development of our society. In pursuit of
ii. Mr. Dinesh Kumar Mehrotra this objective, a Corporate Social Responsibility (CSR)
Committee had been formed by the Company which
iii. Mrs. Vijayalakshmi Rajaram Iyer oversees and facilitates deliberation on the social and
iv. Mr. Zubin Soli Dubash* environmental consequences of each of the decisions
During the year under review, all recommendations of made by the Board.
the Audit Committee were accepted by the Board.
The Company has in place a Corporate Social
Responsibility Policy pursuant to the provisions of
18. AUDITORS
Section 135 of the Companies Act, 2013 read with the
(i) Statutory Auditors Companies (Corporate Social Responsibility Policy)
M/s. Brahmayya & Co., Chartered Accountants Rules, 2014.
(ICAI Firm Registration No.000511S), were
appointed as Statutory Auditors of the Company The initiatives undertaken by your Company during
at the 30th Annual General Meeting (“AGM”) to the year have been detailed in CSR Section of this
hold office for a period of five years, commencing Annual Report. The Annual Report on CSR activities
from the conclusion of the 30th AGM held on in accordance with the Companies (Corporate Social
June 25, 2018 till the conclusion of the 35th AGM of Responsibility Policy) Rules, 2014, is set out herewith
the Company to be held in the year 2023. as Annexure to this Report.
The Statutory Auditors have given a confirmation 20. RISK MANAGEMENT POLICY
to the effect that they are eligible to continue with
The Company has in place a Risk Management Policy
their appointment and that they have not been
which includes the following:
disqualified in any manner from continuing as
Statutory Auditors. The remuneration payable to • The objective and scope
the Statutory Auditors shall be determined by the
• Components of sound risk management system
Board of Directors based on the recommendation
of the Audit Committee. • The risk management principles
• Risk governance structure and defining their roles (i) Conservation of energy – The Company’s
and responsibilities operations are not energy intensive. Adequate
measures have been taken to conserve energy
• Risk management framework defining risk, risk
wherever possible.
appetite/ risk tolerance, potential events, risk
statement, risk indicators, risk management, risk (ii) Technology absorption – The Company employs a
attributes and risk factors homegrown platform in its operations. Appropriate
technology is used in the platform and in the
The policy is available on the website of the Company at improvements, as is being carried out from time to time.
the link:
(iii) Foreign exchange earnings and outgo – The
information on foreign exchange earnings and
https://www.camsonline.com/about-cams/shareholder-
outgo is furnished in Note No. 30 of the Standalone
relations/policies
Financial Statements.
21. NOMINATION AND REMUNERATION
24. OTHER DISCLOSURES
POLICY
During the year under review, there has been no Material
In accordance to Section 178 of the Companies Act,
change in the nature of business of the Company.
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has
There are no significant or material changes and
formulated a Nomination and Remuneration Policy.
commitments affecting the financial position of the
Company which has occurred between the end of the
The policy is available on the website of the Company at
financial year of the Company i.e. March 31, 2021 and
the link:
the date of this Board’s Report.
https://www.camsonline.com/about-cams/shareholder-
No disclosure is required in respect of the details relating
relations/policies
to the deposits under Chapter V of the Companies Act,
2013 as the Company has not accepted any deposits.
22. WHISTLE BLOWER POLICY
In accordance with Section 177(9) of the Companies No significant or material orders were passed by the
Act, 2013 read with Rule 7 of the Companies (Meetings regulators or courts or tribunals impacting the going
of Board and its Powers) Rules, 2014 and Regulation concern status and Company’s operations in future.
22 of the SEBI Listing Regulations, the Company has
adopted a Whistle Blower Policy which provides for The Company is not required to maintain cost records
adequate safeguards against victimization of persons under Section 148 of the Companies Act, 2013.
who use Vigil Mechanism and make provision for direct
access to the Chairperson of the Audit Committee. 25. CORPORATE GOVERNANCE
Your Company is committed to maintain the best
The policy is available on the website of the Company at standards of Corporate Governance and has always
the link: tried to build the maximum trust with shareholders,
employees, customers, suppliers and other
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 /
stakeholders.
Whistleblower%20Policy.pdf
A Report on Corporate Governance along with a
23. CONSERVATION OF ENERGY, Certificate from the Secretarial Auditors of the Company
TECHNOLOGY ABSORPTION, AND regarding compliance with the conditions of Corporate
FOREIGN EXCHANGE EARNINGS AND Governance as stipulated under Schedule V of the SEBI
OUTGO (Listing Obligations and Disclosure Requirements)
The details in respect of conservation of energy, Regulations, 2015 forms part of the Annual Report.
technology absorption and foreign exchange earnings
and outgo, as required under sub-Section (3)(m) of 26. BUSINESS RESPONSIBILITY REPORT
Section 134 of the Companies Act, 2013 read with Rule Pursuant to Regulations 34 of the Listing Regulations,
(8)(3) of the Companies (Accounts) Rules, 2014 are Business Responsibility Report for the year is presented
given as under: in a separate Section forming part of the Annual Report.
a) in the preparation of the annual accounts for 32. PREVENTION OF SEXUAL HARASSMENT
the year ended March 31, 2021, the applicable OF WOMEN AT WORKPLACE
accounting standards have been followed and The Company has in place an appropriate Policy
there are no material deviations from the same; on Prevention of Sexual Harassment of Women
at Workplace in accordance with the provisions of
b) they have selected such accounting policies and the Sexual Harassment of Women at Workplace
applied them consistently and made judgments (Prevention, Prohibition and Redressal) Act, 2013, to
and estimates that are reasonable and prudent so prevent sexual harassment of its employees.
as to give a true and fair view of the state of affairs
of the Company as at March 31, 2021 and of the The Policy has been communicated internally to all
profit of the Company for year ended on that date; employees and is made available on the Company’s
Intranet Portal.
c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in During the year, no cases were reported. There were no
accordance with the provisions of the Companies open cases pending as on March 31, 2021.
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud 33. EMPLOYEE STOCK OPTIONS
and other irregularities; The Company has an Employee Stock Option Plan for
the Employees of the Company and its Subsidiaries
d) they have prepared the annual accounts on a
named as “CAMS Employee Stock Option Plan,
going concern basis;
2019”. The Plan is in compliance with the SEBI (Share
e) they have laid down Internal Financial Controls to Based Employee Benefits) Regulations 2014 and is
be followed by the Company and that such Internal administered by the Nomination and Remuneration
Financial Controls are adequate and are operating Committee of the Board constituted by the Company
effectively; and pursuant to the provision of Section 178 of the
Companies Act, 2013.
f) the Directors have devised proper systems
The details of the Employee Stock Options Plan forming
to ensure compliance with the provisions of
part of the Notes to accounts of the Financial Statements
all applicable laws and that such systems are
in this Annual Report and available on our website www.
adequate and operating effectively.
camsonline.com
The information pursuant to Section 197(12) of the the company is having business relationship and look
Companies Act, 2013 read with Rule 5(2) & 5(3) of forward to their continued support.
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the Your Directors would also like to thank Securities and
top ten employees in terms of remuneration drawn Exchange Board of India, Reserve Bank of India,
and their other also form part of this report. However, Insurance Regulatory and Development Authority
the report and the accounts are being sent to the of India, Unique Identification Authority of India and
members excluding the aforesaid annexure. In terms of Pension Fund Regulatory and Development Authority
Section 136 of the Act, the said annexure is open for for their guidance and support during the year and
inspection at the Registered Office of the Company. Any look forward for their support in future. Your Directors
shareholder interested in obtaining a copy of the same also wish to thank the shareholders, Stock Exchanges
may write to the Company Secretary. and Depositories for their continued support and
cooperation.
35. AWARDS & RECOGNITION
Your Directors also wish to place on record their
During the Year, the Company was awarded as the Star
appreciation of the concerted efforts by all the employees
of FinTech in Tamil Nadu (highest category recognition)
in extending full support in implementing various plans
by Government of Tamil Nadu recognizing the difference
for the growth of your Company.
it has made over the years to Financial Services enabled
by Technology. The Company was incorporated and On behalf of the Board of Directors
has its operations based from Chennai, Tamil Nadu.
Sd/-
36. SECRETARIAL STANDARDS
Dinesh Kumar Mehrotra
During the year 2020-2021, the Company has complied
Place: Chennai Chairman
with applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India. Date: May 25, 2021 DIN: 00142711
* Mr. Zubin Soli Dubash resigned from the Board due to his time
37. ACKNOWLEDGEMENTS
constraints with effect from June 21, 2021 and Mr. Sandeep Kagzi has
Your Directors wish to thank the Asset Management been appointed as an additional Director. The various committees
Companies, Private Equity Funds, Banks, NBFCs, have also been reconstituted post the above. The Details contained
insurance companies and the Bankers with whom in the Boards Report are as on May 25, 2021.
ANNEXURE 1
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the 2. The Independent Directors were appointed to the Board
Companies Act, 2013 read with rule 5(1) of the (Companies on December 17, 2019. Sitting fee for Independent
Appointment and Remuneration of Managerial Personnel) Directors is paid based on the number of Board and
Rules, 2014, for the financial year ended March 31, 2021 are Committee meetings attended. Chairman is entitled for a
minimum payment of Rs. 21 lacs and other Independent
given below:
Directors are entitled for a minimum payment of
Rs. 18 lacs. The differential amount between the sitting fee
A. The ratio of the remuneration of each director to
and the above referred minimum is paid as commission
the median remuneration of the employees of the in accordance with the approval of shareholders at the
Company for the financial year: EGM held on September 01, 2020.
Non-Executive Directors Ratio to median 3. There has been no regular increment during the year
remuneration* due to the Pandemic related conditions. The difference
Mr. Dinesh Kumar Mehrotra 8.13 in remuneration is due to the variation in the performance
Mr. Natarajan Srinivasan 6.97 incentive paid during the year.
Executive Directors Ratio to median D. Number of permanent employees on the rolls of the
remuneration Company
Mr. Anuj Kumar 131.81
The Number of permanent employees as on March 31,
*Median remuneration computation is based on a total 2021 was 3894.
employee head count of 3894.
E. Average percentile increase already made
B. The percentage increase in remuneration of each in the salaries of employees other than the
Director, Chief Executive Officer, Chief Financial managerial personnel in the last financial year
Officer, Company Secretary in the financial year: and its comparison with the percentile increase
in the managerial remuneration and justification
Directors, Chief Executive Officer, % increase in
Chief Financial Officer and Company remuneration thereof and point out if there are any exceptional
Secretary in the financial circumstances for increase in the managerial
year remuneration.
Mr. Dinesh Kumar Mehrotra Not applicable
(Note 2) During the year, there has been no regular increments
Mr. Natarajan Srinivasan
due to the Pandemic related conditions though there
Mrs. Vijayalakshmi Rajaram Iyer has been specific incentives that have been paid
Mr. V S Rangan considering the hardships due to lock down. The change
Mr. Narendra Ostawal (Note 1) Not applicable in the remunerations of KMPs is due to the variation in
Mr. Zubin Soli Dubash (Note 1) Not applicable the performance incentive/onetime adhoc payment.
Mr. Anuj Kumar 5.82% (Note 3)
F. Affirmation that the remuneration is as per the
Mr. M Somasundaram 3.60% (Note 3)
remuneration policy of the Company:
Mr. G Manikandan 39.25% (Note 3)
The Company affirms that the remuneration paid are as
Notes: per the Remuneration Policy of the Company.
1. Mr. Narendra Ostawal and Mr. Zubin Soli Dubash,
nominees of the Promoters have abstained from receiving
commission / sitting fees from the Company.
G. Statement containing particulars of employees Office of the Company. Any shareholder interested in
as required under Section 197(12) of the Act obtaining a copy of the same may write to the Company
read with Rule 5(2) of the Companies (Appointment Secretary.
and Remuneration of Managerial Personnel)
Rules, 2014. On behalf of the Board of Directors
PART A
Summary of Financial Information of Subsidiary Companies
Rs. in Lakhs
S. Name of the Relationship Share Reserves Total Total Invest- Turnover Profit Total Tax Profit Total Other Total % of
No. Entity Capital and Assets Liabilities ments before Expenses after Compre- Compre- Share-
Surplus Taxation Taxation hensive hensive holding
Income income for
(net of tax) the period
1 CAMS Investor Subsidiary 74.50 4,242.64 4,689.65 372.51 3,874.14 1,892.99 991.11 218.27 772.84 -1.84 771.00 100%
Services Private
Limited
2 CAMS Financial Subsidiary 450.00 -17.94 460.12 28.06 - - -46.66 5.58 -52.24 - -52.24 100%
Information
Services Private
Limited
3 Sterling Software Subsidiary 50.95 2,432.52 3,734.52 1,251.05 2,088.14 6,121.78 2,091.63 665.17 1,426.46 7.53 1,433.99 100%
Private Limited
4 CAMS Insurance Subsidiary 454.17 3,659.68 4,943.40 829.55 4,051.29 1,487.15 258.34 39.13 219.20 5.25 224.45 100%
Repository
Services Limited
5 CAMS Payment Subsidiary 2,500.00 -1.89 2,519.32 21.21 - - 4.69 6.58 -1.89 - -1.89 100%
Services Private
Limited
6 Sterling Software Step Down 747.61 -705.02 66.98 24.39 - 41.20 -174.75 - -174.75 -3.65 -178.40 100%
(Deutschland) Subsidiary
GmbH
Notes:
1. Name of subsidiaries yet to commence operations: CAMS Payment Services Private Limited.
2. Names of subsidiaries which have been liquidated or sold during the year: None
3. Reporting period for all subsidiaries is April 01, 2020 to March 31, 2021.
4. 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 FY 2019-20, the Company
proposed to formulate an exit plan to wind down this German subsidiary and the same is in process.
Sd/-
Dinesh Kumar Mehrotra
Place: Chennai Chairman
Date: May 25, 2021 DIN: 00142711
To To
The Members, The Members,
Computer Age Management Services Limited Computer Age Management Services Limited
New No.10, Old No.178, New No.10, Old No.178,
M.G.R.Salai, Nungambakkam, M.G.R.Salai, Nungambakkam
Chennai 600034 Chennai 600034
Our report of even date is to be read along with this letter. We, B Chandra & Associates, Practising Company
Secretaries have conducted the secretarial audit of the
1. Maintenance of secretarial record is the responsibility compliance of applicable statutory provisions and the
of the management of the company. Our responsibility adherence to good corporate practices by COMPUTER
is to express an opinion on these secretarial records
AGE MANAGEMENT SERVICES LIMITED bearing
based on our audit.
CIN L65910TN1988PLC015757 (hereinafter called the
2. We have followed the audit practices and processes company). Secretarial Audit was conducted in a manner
as were appropriate, also taking into account the that provided me a reasonable basis for evaluating the
peculiar circumstances due to Covid Pandemic and the corporate conducts/statutory compliances and expressing
lockdowns and curtailment both at the beginning of the our opinion thereon.
audit commencement and the subsequent unforeseen
work from home circumstances due to spike in covid
Based on our verification of the Company’s books, papers,
cases during second wave at the time of closure
minute books, forms and returns filed and other records
of audit, to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. maintained by the Company and also the information
The verification was done on test basis to ensure provided by the Company, its officers, agents and authorised
that correct facts are reflected in secretarial records. I representatives during the conduct of secretarial audit, we
believe that the processes and practices, we followed hereby report that in our opinion, the Company has, during the
provide a reasonable basis for our opinion. audit period covering the financial year ended on March 31,
2021, complied with the statutory provisions listed hereunder
3. We have not verified the correctness and
and also that the Company has proper Board-processes and
appropriateness of financial records and Books of
Accounts of the company. compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
4. Where ever required, we have obtained the
Management representation about the compliance of We have examined the books, papers, minute books,
laws, rules and regulations and happening of events etc. forms and returns filed and other records maintained by the
5. The compliance of the provisions of Corporate and Company for the financial year ended on March 31, 2021,
other applicable laws, rules, regulations, standards is according to the provisions of:
the responsibility of management. Our examination was
limited to the verification of procedures on test basis. i. The Companies Act, 2013 (the Act) and the Rules made
there under;
6. The Secretarial Audit report is neither an assurance as
to the future viability of the company nor of the efficacy ii. The Securities Contracts (Regulation) Act, 1956
or effectiveness with which the management has (‘SCRA’) and the Rules made there under;
conducted the affairs of the company.
iii. SEBI Registrars to an Issue and Share Transfer Agent
Sd/-
Regulations, 1993 and amendments thereof
B Chandra
Practising Company Secretary iv. National Securities Depository Limited - Bye Laws
Place : Chennai ACS No.: 20879 & Rules (Depository Participant and RTA) and
Date : May 25, 2021 CP: 7859 amendments thereof
v. Central Depository Services (India) Limited - Bye the Board of Directors of the Company and a confirmation
Laws & Rules (Depository Participant and RTA) and given by the Management about the Compliances of other
amendments thereof applicable laws, we report that the Company has complied
with the provisions of all applicable statutes other than those
vi. The Prevention of Money Laundering Act 2002, PMLA mentioned above and the Rules made there under to the
Rules & amendments thereof extent it is applicable to them:
vii. SEBI (Intermediaries) Regulations 2008 & amendments 1. AMFI Guidelines and Norms for Intermediaries
thereof
2. AMFI Registered Mutual Fund Advisors (ARMFA)
viii. SEBI (KYC Registration Agency) Regulations 2011 and
amendments thereof 3. Tamil Nadu Municipal Laws (Second Amendment) Act,
1998 The Aadhaar (Targeted Delivery of Financial and
ix. Foreign Exchange Management Act and the Other Subsidies, Benefits and Services) Act, 2016 &
Regulations, to the extent applicable;
4. The Contract Labour (Regulation and Abolition) Act,
x. The Securities and Exchange Board of India (Issue of
1970 and The Tamil Nadu Contract Labour [Regulation
Capital and Disclosure Requirements) Regulations,
& Abolition] Rules, 1975
2018
5. The Employees Provident Funds and Miscellaneous
xi. The Securities and Exchange Board of India
Provisions Act, 1952 & The Employees Deposit-Linked
(Substantial Acquisition of Shares and Takeovers)
Insurance Scheme, 1976 & The Employees Pension
Regulations, 2011;
Scheme, 1995 and The Employees Provident Fund
Scheme, 1952
xii. The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 and The Securities
6. Pension Fund Regulatory and Development authority –
and Exchange Board of India (Prohibition of Insider
Rules & Guidelines (For New Pension System – POP/
Trading) Regulations 2015;
POP-SP Operations)
xiii. The Securities and Exchange Board of India
(Listing obligations and Disclosure requirements) 7. The Employees State Insurance Act, 1948 & The
Regulations 2015; Employees State Insurance (General) Regulations,
1950 & The Employees State Insurance Rules, 1950
xiv. Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 8. The Environment (Protection) Act, 1986
We are informed that the Company, during the year, was 9. The Equal Remuneration Act, 1976 and The Equal
not required to comply with the following Regulations and Remuneration Rules, 1976
consequently not required to maintain any books, papers,
minute books or other records or file any forms / returns 10. The Information Technology Act 2000 and The
under: Information Technology (Reasonable Security Practices
and Procedures and Sensitive Personal Data or
a. The Securities and Exchange Board of India (Buy back Information) Rules, 2011
of Securities) Regulations, 2018;
11. The Information Technology Act, 2000
b. Securities and Exchange Board of India (Issue and
Listing of Non- Convertible and Redeemable Preference 12. The Maternity Benefit Act, 1961 & The Tamil Nadu
Shares) Regulations, 2013 Maternity Benefit Rules, 1967
c. The Securities and Exchange Board of India (Issue and 13. The Minimum Wages Act, 1948 and The Tamil Nadu
Listing of Debt securities) Regulations 2018 Minimum Wages Rules, 1958
Based on the study of the systems and processes in place and 14. The Payment of Gratuity Act,1972 & The Tamil Nadu
a review of the reports of the Compliance officer placed before Payment of Gratuity Rules,1973
15. The Sexual Harassment of Women at Workplace c. Based on the minutes made available to us, we report
(Prevention, Prohibition and Redressal) Act, 2013 that Majority decision is carried through and that there
were no dissenting votes from any Board member
16. The Tamil Nadu Shops and Establishments Act, 1947 & that was required to be captured and recorded as part
The Tamil Nadu Shops and Establishments Rules, 1948 of the minutes.
We have also examined compliance with the applicable We further report that there are adequate systems and
clauses of the following: processes in the Company commensurate with the size and
operations of the Company to monitor, report deviations to
(i) Secretarial Standards issued by The Institute of Company the Board, take corrective actions and ensure compliance
Secretaries of India. with applicable laws, Rules, Regulations and guidelines.
During the period under review the Company has complied We further report :
with the provisions of the Act, Rules, Regulations, Guidelines,
a) that during the year under review, effective from
Standards, etc. mentioned above
October 01, 2020, the equity shares of Computer Age
Management Services Ltd (Scrip Code: 543232) were
a. The Board of Directors of the Company is duly
listed and admitted to dealings on the BSE Limited in
constituted with proper balance of Executive Directors,
the list of ‘B’ Group Securities.
Non-Executive Directors and Independent Directors.
There were no changes in the composition of the KMP/ b) the Company has allotted ESOP 26800 equity shares
Board of Directors that took place during the period of Rs.10/- each on 16.6.2020 and 4238 equity shares
under review. of Rs.10/- each on 25.1.2021, to the employees of
the company pursuant to exercise of options under its
b. Adequate notice is given to all the directors to schedule Employees Stock Option Scheme 2019.
the Board Meetings, agenda and detailed notes on
agenda were sent at least seven days in advance, Sd/-
and a system exists for seeking and obtaining further B Chandra
information and clarifications on the agenda items Partner, B Chandra & associates
before the meeting and for meaningful participation at ACS No.: 20879
the meeting. Place: Chennai CP No.: 7859
Date: May 25, 2021 UDIN: A020879C000365674
ANNEXURE 4
THE ANNUAL REPORT ON CSR ACTIVITIES OF THE COMPANY
FOR THE FINANCIAL YEAR 2020-21
(a) To define what Corporate Social Responsibility (CSR) would mean to CAMS and determine CSR spend as stipulated
in the Companies Act, 2013 and the Rules there under
(b) To identify and formulate the broad areas the Company shall pursue towards fulfilling its CSR obligations
(c) To specify the modalities of execution of the projects and the implementation schedules
(d) To lay down the monitoring and reporting mechanism for the CSR projects of the Company
(f) Explain the manner in which the surpluses from CSR projects will be treated
The key focus area of the company covers- Education and Vocational Training, Healthcare, Care for disabled and
Destitute, Social Welfare Projects, Investor protection, Awareness and Education on Best Practices, Sports and Disaster
relief or Disaster management.
3. The details of Composition of CSR committee, CSR Policy and CSR projects as approved by the board are disclosed on
the website of the company at www.camsonline.com
4. Sub-rule (3) of rule 8 which deals with Impact assessment of CSR projects is not applicable to the company of the
Companies (Corporate Social responsibility Policy) Rules, 2014.
5. Details of the amount available for set off in pursuance of sub-Rule (3) of Rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any- Not Applicable
6. Average net profit of the company as per Section 135(5). – Rs. 2,10,47,02,337/-
7. (a) Two percent of average net profit of the company as per Section 135(5) – Rs. 4,20,94,047/-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. - Not Applicable
(c) Amount required to be set off for the financial year, if any- Not Applicable
(d) Total CSR obligation for the financial year (7a+7b+7c). - Rs. 4,20,94,047/-
(b) Details of CSR amount spent against ongoing projects for the financial year: - NIL
(c) Details of CSR amount spent against other than ongoing projects for the financial year: Rs. 4,21,23,311/-.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e) = Rs. 421,36,440/-
9. a) Details of Unspent CSR amount for the preceding three financial years:- NIL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): - NIL
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year- Not Applicable
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per Section 135(5).-
Not Applicable
SL. Name of the Project Item from the list Local Location of the project Amount Mode of Mode of Implementation -
No. of activities in area spent for implementation Through Implementing Agency
Schedule VII to the (Yes/ the project Direct
State District Name CSR
Act. No) (in Rs.) (Yes/No)
Registration
number
1 Providing healthcare promoting health Yes Tamil Nadu Chennai 4,487,500 No Medical CSR00002623
facility for the rural care including Research
people preventive health Foundation
care
2 Providing Palliative Yes Tamil Nadu Chennai 1,572,000 No RMD Pain CSR00000406
and Geriatric Care to & Palliative
terminally ill patient Care Trust
3 Providing medical Yes Tamil Nadu Chennai 1,320,000 No Dean CSR00000401
treatment for those Foundation
suffering from life-
limiting illness
4 Providing healthcare to Yes Tamil Nadu Chennai 1,125,000 No DIRECT CSR00001120
Diabetic patients
5 Indian Cancer Society Multi 49,950 No Indian Cancer NA
locations Society
6 Providing healthcare Yes Tamil Nadu Chennai 1,500,000 No Soulfree CSR00005305.
facility
7 Infrastructure Yes Tamil Nadu Chennai 1,200,000 No The Voluntary CSR00003444
development for Health
hospital patients Services
8 Infrastructure No Tamil Nadu Tirunelveli 970,480 No Amar Seva CSR00000229
development for Sangam
hospital patients
9 Providing Education promoting education, No Tamil 2,182,820 No eVidyaloka CSR00000867
for the Economically including special Nadu, Uttar
weaker students education and Pradesh
employment
10 Providing Education Yes Tamil Nadu Chennai 1,224,000 No Sevalaya CSR00000863
enhancing vocation
for the Economically
skills especially
weaker students
among children,
11 Providing FSH to the women, elderly Yes Tamil Nadu Chennai 1,756,000 No AIM for Seva CSR00003273
rural children and and the differently
support for education abled and livelihood
enhancement
12 Providing Education projects Yes Tamil Nadu Chennai 2,750,000 No Eureka CSR00000876
for the Economically Education
weaker students Foundation
13 Infrastructure No Tamil Nadu Thiruvahindrapuram 2,350,000 No Sri Lakshmi CSR00008372
development for Hayagriva
school and providing Trust
education
14 Education and training Yes Tamil Nadu Chennai 750,000 No PTP Trust CSR00004539
for HIV positive childre
15 Providing Education Yes Tamil Nadu Chennai 250,288 No CRY CSR00000805
for the Economically
weaker students
16 Providing Education No Maharashtra Mumbai 1,309,000 No Bright Kids CSR00003492.
for the Economically foundation
weaker students
17 Providing Education Yes Tamil Nadu Chennai 1,400,000 No Aid India CSR00000027
for the Economically
weaker students
18 Providing Education Yes Tamil Nadu Chennai 570,000 No Vanavil Trust CSR00002438
for the Economically
weaker students
19 Providing Education Yes Tamil Nadu Chennai 575,000 No Vidhya Vidhai CSR00001461
for the Economically
weaker students
SL. Name of the Project Item from the list Local Location of the project Amount Mode of Mode of Implementation -
No. of activities in area spent for implementation Through Implementing Agency
Schedule VII to the (Yes/ the project Direct
State District Name CSR
Act. No) (in Rs.) (Yes/No)
Registration
number
20 Providing Education for Yes Tamil Nadu Chennai 630,000 No Anandam CSR00000963
the Physically/Mentally
challenged students
21 Providing Education for No Tamil Nadu Trichy 1,015,000 No Youth for Jobs CSR00002046
the Physically/Mentally
challenged students
22 Providing Education for Yes Tamil Nadu Chennai 3,318,000 No Arvind CSR00003559
the Physically/Mentally Foundation
challenged students
23 Providing Education for Yes Tamil Nadu Chennai 938,000 No Sri CSR00001030
the Physically/Mentally Arunodayam
challenged students
24 Providing Personal No Maharashtra Mumbai 1,125,000 No Arpan CSR00000451
safety Education
25 Creation of Investor No Multi 1,906,000 Yes
Protection & Consumer locations
Education movies
26 Providing food for promoting health Yes Tamil Nadu Chennai 2,030,000 No KVN CSR00004268
migratory workers care/ Disaster relief Foundation
affected by Covid Lock
down
27 Providing Groceries Yes Tamil Nadu Chennai 1,500,000 No AID India CSR00000027
and essentials supply
for families affected by
Covid 19 lockdown
28 Providing Groceries Yes Tamil Nadu Chennai 500,000 No Eureka CSR00000876
and essentials supply Education
for families affected by Foundation
Covid 19 lockdown
29 Sanitizers, Gloves and No Maharashtra Mumbai 250,000 No Karunya Trust CSR00005095
Face shield for front Relief fund
line service providers
for Covid Relief at
Mumbai
30 Direct Food supplies Yes Tamil Nadu Chennai 677,370 Yes
for People affected by
Covid 19 at Chennai
31 Monitoring and 891,903 Yes
Evaluation Expenses
32 Administrative 13,129 Yes
Expenses
Total 42,136,440
ANNEXURE 5
SECRETARIAL COMPLIANCE REPORT
OF COMPUTER AGE MANAGEMENT SERVICES LIMITED FOR THE YEAR ENDED 31.03.2021
I, B Chandra have examined: The Company, during the year, was not required to comply
with the following Regulations and consequently not required
(a) all the documents and records made available to to maintain any books, papers, minute books or other records
us and explanation provided by M/s. Computer Age or file any forms/ returns under:
Management Services Limited (“the listed entity”),
(a) Securities and Exchange Board of India (Buyback of
(b) the filings/ submissions made by the listed entity to the Securities) Regulations, 2018;
stock exchanges,
(b) Securities and Exchange Board of India (Issue and
(c) website of the listed entity, Listing of Debt Securities) Regulations, 2008;
(d) any other document/ filing, as may be relevant, which (c) Securities and Exchange Board of India (Issue and
has been relied upon to make this certification, Listing of Non-Convertible and Redeemable Preference
Shares) Regulations,2013; and circulars/ guidelines
for the year ended 31.03.2021 in respect of compliance with issued thereunder:
the provisions of :
and based on the above examination, I/We hereby
(a) the Securities and Exchange Board of India Act, 1992 report that, during the Review Period:
(“SEBI Act”) and the Regulations, circulars, guidelines
issued thereunder; and (a) The listed entity has complied with the provisions of
the above Regulations and circulars/ guidelines issued
(b) the Securities Contracts (Regulation) Act, 1956 thereunder
(“SCRA”), Rules made thereunder and the Regulations,
circulars, guidelines issued thereunder by the Securities As per Regulation 10 (c) of SEBI (Share Based
and Exchange Board of India (“SEBI”); Employee Benefit Regulations) 2014, as and when an
exercise is made, the company notifies the concerned
The specific Regulations, whose provisions and the circulars/ stock exchange as per the statement as specified by
guidelines issued thereunder, have been examined, include:- SEBI in this regard. Though the exercise of ESOP and
allotment of the shares to employees were made during
(a) Securities and Exchange Board of India (Listing January 2021, intimation to Stock Exchange under the
Obligations and Disclosure Requirements) Regulations, above Regulation was made during February 2021 only
2015; after the listing of the said shares were completed.
(b) Securities and Exchange Board of India (Substantial (b) The listed entity has maintained proper records under
Acquisition of Shares and Takeovers) Regulations, the provisions of the above Regulations and circulars/
2011; guidelines issued thereunder insofar as it appears from
my/our examination of those records.
(c) Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014; (c) The following are the details of actions taken against
the listed entity/ its promoters/ directors/ material
(d) Securities and Exchange Board of India (Prohibition of subsidiaries either by SEBI or by Stock Exchanges
Insider Trading) Regulations, 2015; (including under the Standard Operating Procedures
issued by SEBI through various circulars) under the
(e) Securities and Exchange Board of India (Issue of Capital aforesaid Acts/ Regulations and circulars/ guidelines
and Disclosure Requirements) Regulations, 2018 issued thereunder:
Sr. Action taken by Details of violation Details of action taken Observations/ remarks of the Practicing
No. E.g. fines, warning letter, Company Secretary, if any
debarment, etc.
NIL
(d) The listed entity has taken the following actions to comply with the observations made in previous reports: Not applicable.
Sr. Observations of the Observations made in the Actions taken by the Comments of the
No. Practicing Company secretarial compliance report for listed entity, if any Practicing Company
Secretary in the previous the year ended…(The years are Secretary on the actions
reports to be mentioned) taken by the listed entity
Sd/-
B Chandra
Partner, B Chandra & associates
ACS No.: 20879
Place: Chennai C P No.: 7859
Date: May 25, 2021 UDIN: A020879C000365751
https://www.camsonline.com/about-cams/shareholder- have confirmed that they are not aware of any circumstance
relations/composition-board-committees or situation which exists or may be reasonably anticipated
that could impair or impact their ability to discharge their
None of our Directors serve as Director or IDs in more than duties. Based on the declarations received from the IDs, the
7 listed companies. WTD do not serve as IDs on any listed Board of Directors has confirmed that they meet the criteria
company as on date. Further, none of our IDs serve as Non- of independence as mentioned under Section 149 of the Act
Independent Director(s) of any Company on the Board of and Regulation 16(1)(b) of the SEBI Listing Regulations and
which any of our Non-Independent Director is an ID. Pursuant that they are independent of the management. Further, the IDs
to Regulation 26 of the SEBI Listing Regulations, none of our have in terms of Section 150 of the Act read with Rule 6 of the
Directors are members in more than 10 committees or act Companies (Appointment & Qualification of Directors) Rules,
as chairperson of more than 5 committees (the committees 2014, confirmed that they have enrolled themselves in the
being, Audit Committee and Stakeholders’ Relationship Independent Directors’ Databank maintained with the Indian
Committee) across all public limited companies in which Institute of Corporate Affairs.
they are a Director. One Third of the Non-Independent, Non-
Executive Directors are liable to retire by rotation. There are The Company has issued formal letters of appointment to the
no inter-se relationships between our Board Members. IDs and their appointments are in compliance with Regulation
25(1) and (2) of the SEBI Listing Regulations. As required
Independent Directors are NED(s) as defined under Regulation under Regulation 46 of the SEBI Listing Regulations, as
16(1)(b) of the SEBI Listing Regulations read with Section amended, the terms and conditions of appointment of IDs
149(6) of the Act along with Rules framed thereunder. In terms including their role, responsibility and duties are available
of Regulation 25(8) of the SEBI Listing Regulations, the IDs on our website: https://www.camsonline.com/about-cams/
shareholder-relations/disclosures
Table A: Composition of the Board and Directorship(s) held as on March 31, 2021
Name of the Director No. of directorship(s) held No. of Board Committee Directorship(s) in other listed
in Indian Listed Companies positions held in Indian entity (Category of Directorship)
Listed Companies
Chairperson Member Chairperson Member
Dinesh Kumar Mehrotra 1 3 0 6 • UTI Asset Management
Designation: Chairman and Company Limited;
Independent Director • VLS Finance Limited
DIN: 00142711
Natarajan Srinivasan - 4 3 5 • Godrej Agrovet Limited;
Designation: Independent Director • Infrastructure Leasing and
DIN: 00123338 Financial Services Limited
• CG Power And Industrial
Solutions Limited
Vijayalakshmi Rajaram Iyer - 6 5 5 • Aditya Birla Capital Limited;
Designation: Independent Director • GIC Housing Finance Limited;
DIN: 05242960 • ICICI Securities Limited;
• Magma Fincorp Limited; and
• Religare Enterprises Limited
Narendra Ostawal - 2 - 3 • Home First Finance Company
Designation: Nominee Director India Limited
DIN: 06530414
iii. Business Strategy, Sales & Marketing, Corporate Details of remuneration for Directors for FY 2020-21 is
Governance, Forex Management, Administration, provided in Table B below.
Decision Making.
Table B: Cash compensation paid to Directors for the year ended March 31, 2021
Name Fixed Salary Commission / Sitting Fees Total
Basic Perquisite / Total Fixed Bonus Compensation
Allowance Salary
Non Executive and Independent Directors
Mr. Dinesh Kumar Mehrotra - - - 2,00,000 19,00,000 21,00,000
Mr. Natarajan Srinivasan - - - 3,50,000 14,50,000 18,00,000
Mrs. Vijayalakshmi Rajaram Iyer - - - 50,000 17,50,000 18,00,000
Non Executive Directors
Mr. Narendra Ostawal - - - - - -
Mr. Zubin Soli Dubash - - - - - -
Mr. Vedanthachari Srinivasa Rangan - - - - 13,50,000 13,50,000
Executive Director
Mr. Anuj Kumar - - 3,37,85,000 - - 3,37,85,000
Table C: Attendance details of Directors for the year ended The Committee also assesses the adequacy and reliability
March 31, 2021 are given below: of the internal control systems. The Committee further
Name of the Director Category No. of Board No. of Board
reviews processes and controls including compliance with
Meetings held Meetings laws, Code of Conduct and Insider Trading Policy, Whistle
during the Attended Blower Policies and related cases thereto, functioning of
tenure the CAMS policy on Prevention, Prohibition & Redressal
Mr. Dinesh Kumar Mehrotra ID 9 9 of Sexual Harassment at workplace and guidelines and
Mr. Natarajan Srinivasan ID 9 9 internal controls.
Mrs. Vijayalakshmi Rajaram ID 9 9
Iyer The Company Secretary acts as the Secretary to the
Mr. Narendra Ostawal ND 9 9 Committee. The Internal Auditor reports functionally to the
Mr. Zubin Soli Dubash ND 9 8 Committee. The Executive Director and Senior Management
Mr. Vedanthachari Srinivasa NED 9 9
of the Company also attend the meetings as invitees
Rangan whenever required, to address concerns raised by the
Mr. Anuj Kumar WTD & 9 9 Committee Members.
CEO
The Audit Committee was constituted by a meeting of
Video conferencing facilities are also used to facilitate the Board held on November 13, 2007 and was last
Directors travelling abroad or at other locations to participate reconstituted by a meeting of the Board held on December
in the meetings. All the Directors except one Director were 17, 2019. The scope and function of the Audit Committee is
present at the Annual General Meeting (‘AGM’) of the in accordance with Section 177 of the Companies Act and
Company held on Friday, July 10, 2020. the Listing Regulations.
During FY2020-21, the Committee met Five (5) times During FY2020-21 the Committee met five (5) times on June
on June 16, 2020, August 10, 2020, August 27, 2020, 16, 2020, August 10, 2020, August 27, 2020, November 11,
November 11, 2020 and February 11, 2021. The requisite 2020 and March 20, 2021. The requisite quorum was present
quorum was present at all the meetings. All decisions at the at all the meetings.
Audit Committee meetings were taken unanimously.
Table E: The composition of the Committee and the
Table D: The composition of the Committee and the attendance details of the Members for the year ended
attendance details of the Members for the year ended March 31, 2021 are given below:
March 31, 2021 are given below:
Name of the Director Category No. of No. of
Name of the Director Category No. of No. of meetings Meetings
meetings Meetings held during Attended
held Attended the tenure
during the
tenure Mrs. Vijayalakshmi Rajaram ID 5 5
Iyer (Chairperson)
Mr. Natarajan Srinivasan ID 5 5
(Chairperson) Mr. Dinesh Kumar Mehrotra ID 5 5
Table F: The composition of the Committee and the Risk Management Committee
attendance details of the Members for the year ended The Risk Management Committee was constituted pursuant
March 31, 2021 are given below: to Regulation 21 of the Listing Obligations and Disclosure
Name of the Director Category No. of No. of Requirements, 2015. The role of the Risk Management
meetings Meetings Committee, in brief, is to review the Risk Management
held during Attended
Policy developed by the Management, risk framework and
the tenure
its implementation thereby ensuring that an effective risk
Mr. Dinesh Kumar ID 2 2
Mehrotra (Chairperson) management system is in place.
Mrs. Vijayalakshmi ID 2 2
Rajaram Iyer During FY2020-21, Four (4) Meetings of the Committee were
held on July 18, 2020, October 20, 2020, December 12, 2020
Mr. Zubin Soli Dubash ND 2 1
and February 03, 2021. The necessary quorum was present
Mr. Anuj Kumar WTD & CEO 2 2
at the meetings.
Table G: The composition of the Committee and the Table I: The composition of the Committee and the
attendance details of the Members for the year ended attendance details of the Members for the year ended
March 31, 2021 are given below: March 31, 2021 are given below:
Name of the Director Category No. of No. of Name of the Member Category No. of No. of
meetings Meetings meetings Meetings
held during Attended held during Attended
the tenure the tenure
Mr. Natarajan Srinivasan ID 1 1 Mr. Narendra Ostawal ND 1 1
(Chairperson)
Mr. V S Rangan NED 1 1
Mr. Narendra Ostawal ND 1 1
Mr. Somasundaram CFO 1 1
Mr. Anuj Kumar WTD &CEO 1 1 Mr. Srikanth Tanikella COO 1 0
Mr. Ravi Kethana CPO 1 1
Mr. Natarajan Srinivasan, Chairperson of the Stakeholder
Mr. Anuj Kumar WTD & CEO 1 1
Relationship Committee was present at the last AGM of the
Company held on Friday, July 10, 2020.
online filing systems. The same are also available on Certificates from Practicing Company Secretaries
the Company’s website: As required by Regulation 34(3) and Schedule V Part E of
the SEBI Listing Regulations, the certificate given by M/s. B.
https://www.camsonline.com/about-cams/shareholder- Chandra & Associates, Practicing Company Secretaries, is
relations/stock-exchange-intimation annexed to this report.
Audit Committee. The Company has not entered into any unethical behaviour, actual or suspected fraud or violation of
materially significant related party transaction that may have the codes of conduct or policy of the Company.
potential conflict with the interests of the Company at large.
The details of the Vigil Mechanism are given in the Board’s
The Board of Directors have approved and adopted a Policy
Report. The Whistle Blower Policy for Directors and
on Related Party Transactions and the same is updated from
Employees as adopted by the Board of Directors of the
time to time basis amendments in the regulatory provisions.
Company on July 11, 2018, is available on the Company’s
The Policy is available on the Company’s website:
website:
https://www.camsonline.com/about-cams/shareholder- https://www.camsonline.com/about-cams/shareholder-
relations/policies relations/policies
During the year under review, no person has been denied
During the FY2020-21, the Company did not have any material
access to the Chairperson of the Audit Committee.
pecuniary relationship or transactions with Non-Executive
Directors apart from paying Director’s remuneration. Further,
Employees Stock Option Plan
the Directors have not entered into any contracts with the
The Certificate from the Auditors of the Company confirming
Company or its subsidiaries, which will be in material conflict
that the Employees Stock Option Plan scheme has been
with the interests of the Company.
implemented in accordance with the Securities and
The Board has received disclosures from KMPs relating to Exchange Board of India (Share Based Employee Benefits)
material, financial and commercial transactions where they Regulations, 2014 and in accordance with the resolution
and/or their relatives have personal interest. of the company is available for inspection electronically
and a mail requesting for the same can be sent to
Material Subsidiary Companies secretarial@camsonline.com
Additionally, the Statutory Auditors rendered the service of Annual Listing Fees
providing report on the restated financial statements and the The Annual Listing Fees for the financial year 2020-21 have
related certificates in relation to the initial public offering of been paid within the due dates to BSE Limited (‘BSE’) and
the Company’s equity shares by selling shareholder including National Stock Exchange(NSE) where the shares of the
related out-of-pocket expenses but excluding applicable company are listed.
taxes for which Rs. 45 lakhs had been paid by the Company
and reimbursed by the selling shareholders. Dematerialisation of shares and liquidity
GENERAL BODY MEETINGS As per the notification issued by SEBI, the Company’s Equity
Shares are compulsorily tradable in electronic form. The
Table L: Location and time for the last three Annual
International Securities Identification Number (‘ISIN’) allotted
General Meetings (AGMs):
to the Equity Shares of the Company under the Depository
Particulars FY2019-20 FY2018-19 FY2017-18 System is INE596I01012.
Day, Date, Friday, July10, Wednesday, July Monday, June
Time & 2020 at 12 10, 2019 at 4:00 PM 25, 2018 at 48,791,037 equity shares, representing 99.99% of the
Venue Noon through at the Conference 4.00 PM at the Company’s paid-up equity share capital, have been
two way Video Room, Rayala Conference
Conferencing Towers, 158, Anna Room, Rayala dematerialized as on March 31, 2021. Only one share is held
(“VC”) or Salai, Chennai 600 Towers, 158, in physical form by a shareholder. Further, during FY2018-
Other Audio 002. Anna Salai, 19, the Securities and Exchange Board of India (‘SEBI’)
Visual Means Chennai 600 and Ministry of Corporate Affairs (‘MCA’) has mandated
(“OAVM”) 002.
that existing members of the Company who hold securities
Special Nil To appoint Mr. Anuj Nil
Resolutions Kumar as a Director in physical form and intend to transfer their securities after
passed of the Company April 01, 2019, can do so only in dematerialised form. Hence,
To appoint Mr. trading in equity shares of the Company is permitted only in
Narendra Ostawal dematerialized form as per notification issued by SEBI.
as a Director of the
Company Outstanding GDRs/ADRs/Warrants or any convertible
To appoint Mr. H N instruments, conversion date and likely impact on equity
Sinor as a Director of
the Company As on March 31, 2021, the Company does not have any
To appoint Mr. David outstanding GDRs/ADRs/ Warrants.
Coulter as a Director
of the Company Disclosures with respect to Demat Suspense Account /
To appoint Mr. Unclaimed Suspense Account
Zubin Soli Dubash In accordance with the requirement of Regulation 34(3) and
as a Director of the
Company Part F of Schedule V to the SEBI Listing Regulations, details
of equity shares in the suspense account are as follows:
Table M: Annual General Meeting 2021 Particulars No. of No. of
Shareholders equity
Day and Date: Thursday July 29, 2021
shares
Time: 4.00 PM (IST)
Aggregate Number of shareholders and 0 0
Venue: Annual General Meeting will be held through Video
the outstanding shares in the suspense
Conferencing / Other Audio Visual Means as set
account lying as on April 01, 2020
out in the Notice convening the Annual General
Meeting. Deemed venue of the Meeting is the Number of shareholders who 0 0
corporate office of the company ie 158, Rayala approached listed entity for transfer of
Tower, Anna Salai, Chennai 600 002 shares from suspense account during
Financial Year April 01 to March 31 the year
Dates of Book The Interim dividends were paid based on Record Number of shareholders to whom 0 0
Closure Date and there was no Book Closure. shares were transferred from suspense
Proposed A final Dividend of Rs. 11.84 per equity shares has account during the year
Dividend & been proposed which subject to approval of the Shareholders whose shares are 0 0
Payment Date shareholders will be paid between August 25 , 2021 transferred to the demat account of the
and August 30, 2021 for electronic transfer to the IEPF Authority as per Section 124 of the
shareholders who have furnished bank account Act
details to the Company/ its Registrar.
Aggregate number of shareholders and 0 0
Physical warrants shall be dispatched to the the outstanding shares in the suspense
shareholders, who have not furnished Bank details account lying as on March 31, 2021
The voting right on the shares outstanding in the Suspense Maintenance of Chairman’s office: The Non-Executive
Account as on March 31, 2021 shall remain frozen until the Chairman has a separate office which is not maintained by
rightful owner(s) of such shares claims the shares. the Company.
Designated e-mail id for investor services Transfer of Unclaimed Dividend and Shares to
To serve the investors better and as required under Regulation Investor Education and Protection Fund
46(2)(j) of the SEBI Listing Regulations, the Company Pursuant to the provisions of Section 124 and 125 of the
has a dedicated e-mail address for investor complaints: Act, read with Investor Education Protection Fund Authority
secretarial@camsonline.com which is continuously (Accounting, Audit, Transfer and Refund) Rules, 2016 as
monitored by the Company’s Compliance Officer. amended, the dividends, unclaimed for a period of seven
years from the date of transfer to the Unpaid Dividend
Compliance with discretionary requirements Account of the Company is mandatorily required to be
All mandatory requirements of the SEBI Listing Regulations transferred to the Investor Education and Protection Fund
have been complied with by the Company. The status of (‘IEPF’) established by the Central Government. Further,
compliance with the discretionary requirements, as stated the shares pertaining to which dividend remains unclaimed /
under Part E of Schedule II to the SEBI Listing Regulations, unpaid for a period of seven years from the date of transfer to
is as under: the Unpaid Dividend Account of the Company are also liable
to be transferred to the IEPF. The said requirement does not
The Board: As on date, the positions of the Chairman and apply to shares in respect of which there is a specific order of
the Managing Director/Whole Time Director are separate. Court, Tribunal or Statutory Authority, restraining any transfer
Mr. D K Mehrotra is the Independent and Non- Executive of the shares.
Chairman of the Board and Mr. Anuj Kumar is the Whole-time
Director of the Company. The Company has sent individual communication to the
concerned shareholders at their registered address, whose
Modified opinion(s) in Audit Report: The Auditors have dividend remains unclaimed and the details are uploaded on
expressed an unmodified opinion in their report on the the Company’s website.
financial statements of the Company.
During the year under review, the Company has not credited
Reporting of Internal Auditor: The Internal Auditor reports to any amount to the IEPF Account.
the Audit Committee and submits quarterly presentations to
the Committee on their reports.
(A) Promoter & 1 15,115,600 15,115,600 30.9803 15,115,600 30.9803 15,115,600 100 15,115,600
Promoter Group
(B) Public 161,789 33,675,438 33,675,438 69.0197 33,675,438 69.0197 13447400 39.9323 33,675,437
(C) Non Promoter - 0
Non Public
(C1) Shares 0 0 0 0 0 0 0 0 0
Underlying DRs
(C2) Shares Held By 0 0 0 0 0 0 0 0 0
Employee Trust
Total 161,790 48,791,038 48,791,038 100 48,791,038 100 28,563,000 58.5414 48,791,037
Nomination Facility RTA may use physical payment instruments for making
As per the provisions of the Act, facility for making nomination cash payments to the investors. Companies shall mandatorily
is available to the Members in respect of shares held by them. print the bank account details of the investors on such
Nomination forms (SH-13/SH-14) can be obtained from the payment instruments.
Company’s RTA by Members holding shares in physical
Regulation 12 of the SEBI Listing Regulations allows the
form. Members holding shares in electronic form may obtain
Company to pay dividend by cheque or ‘payable at par’
Nomination forms from their respective DPs.
warrants, where payment by electronic mode is not possible.
Shareholders may kindly note that payment of dividend
Members holding shares in single name are especially
and other cash benefits through electronic mode has many
advised to make nomination in respect of their shareholding
advantages like prompt credit, elimination of fraudulent
in the Company and for cancellation and variation of
encashment/delay in transit and more. They are requested
nomination, if they are desirous of doing so.
to opt for any of the above mentioned electronic modes of
payment of dividend and other cash benefits and update
Shares held in Electronic Form
their bank details:
Shareholders holding shares in electronic form may please
note that instructions regarding change of address, bank a) In case of holdings in dematerialised form - By contacting
details, email ids, nomination and power of attorney should their DP and giving suitable instructions to update the
be given directly to the DP. bank details in their demat account.
Shares held in Physical Form b) In case of holdings in physical form - By informing the
Company’s RTA i.e., Link Intime India Private Limited,
Shareholders holding shares in physical form may please
through a signed request letter with details such as their
note that instructions regarding change of address, bank
Folio No(s), Name and Branch of the Bank in which
details, emails ids, nomination and power of attorney should
they wish to receive the dividend, the Bank Account
be given to the Company’s RTA i.e., Link Intime India Private
type, Bank Account Number allotted by their banks after
Limited.
implementation of Core Banking Solutions ‘CBS’) the 9
digit MICR Code Number and the 11 digit IFSC Code.
Updation of bank details for remittance of dividend/
This letter should be supported by a cancelled cheque
cash benefits in electronic form
bearing the name of the first shareholder.
The SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated
March 21, 2013 (‘Circular’) to all listed companies requires Table O: Details of ISIN and Exchanges where shares
them to update bank details of their shareholders holding of the company are listed as on 31.03.2021
shares in demat mode and/or physical form, to enable usage
Stock Exchanges ISIN Stock Code
of the electronic mode of remittance i.e., National Automated
Clearing House (‘NACH’) and National Electronic Fund BSE Limited (‘BSE’) INE596I01012 543232
Transfer (‘NEFT’), for distributing dividends and other cash Phiroze Jeejeebhoy Towers,
benefits to the shareholders. Dalal Street, Mumbai – 400
001, Maharashtra, India
The Circular further states that in cases where either the bank
details such as Magnetic Ink Character Recognition (‘MICR’) Market Information
and Indian Financial System Code (‘IFSC’), amongst others, Table P: Market Price Data- High, Low (based on daily
that are required for making electronic payment are not closing price) and volume (no. of shares traded) during each
available or the electronic payment instructions have failed month in Financial Year 2020-21 of the Company’s shares,
or have been rejected by the Bank, the Companies or its on BSE and NSE:
The Company’s shares are regularly traded on BSE Limited and National Stock Exchange of India Limited. Table containing
Market Information.
Table Q: Performance of the share price of the Company in comparison to broad-based indices like BSE Sensex and Nifty
50 are given below:
Month Closing Price of BSE SENSEX Closing Price of Nifty 50
Equity Shares at BSE Equity Shares at NSE
October, 2020 1297.95 39614.07 1,296.85 11,642.40
November, 2020 1444.10 44149.72 1,445.15 12,968.95
December, 2020 1805.45 47751.33 1,805.70 13,981.75
January, 2021 1777.10 46285.77 1,776.75 13,634.60
February, 2021 1824.85 49099.99 1,825.50 14,529.15
March, 2021 1852.70 49509.15 1,846.40 14,690.70
55000 2000
1200
30000
1000
25000
800
20000
600
15000
10000 400
5000 200
0 0
October, 2020 November, 2020 December, 2020 January, 2021 February, 2021 March, 2021
8000 1000
800
6000
600
4000
400
2000
200
0 0
October, 2020 November, 2020 December, 2020 January, 2021 February, 2021 March, 2021
ANNEXURE I
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND
SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT
This is to confirm that the Company has adopted the CAMS Code of Conduct for its Directors including the Whole-time Director
and Senior Management.
I confirm that the Company has in respect of the financial year ended March 31, 2021, received from the Senior Management
Team of the Company and the Members of the Board, a declaration of compliance with the Code of Conduct as applicable
to them.
For the purpose of this declaration, Senior Management Team means the Members of the Management one level below the
Wholetime Director as on March 31, 2021.
Sd/-
Anuj Kumar
Place : Chennai Wholetime Director
Date : May 25, 2021 DIN: 08268864
ANNEXURE II
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members,
Computer Age Management Services Limited
New No.10, Old No.178, M.G.R.Salai,
Nungambakkam
Chennai-600034
Dear Sir/Madam,
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of COMPUTER AGE
MANAGEMENT SERVICES LIMITED bearing CIN L65910TN1988PLC015757 and having registered office at New No.10, Old
No.178, M.G.R.Salai, Nungambakkam Chennai 600034 (hereinafter referred to as ‘the Company’), produced before me/us by
the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its
officers, I hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on March 31,
2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
Sd/-
B Chandra
Practising Company Secretary
Membership No: 20879
Place : Chennai CP: 7859
Date : May 25, 2021 UDIN: A020879C000365773
ANNEXURE III
1. I have examined the compliance of conditions of Corporate Governance by M/s. COMPUTER AGE MANAGEMENT
SERVICES LIMITED, for the year ended on March 31, 2021, as stipulated under the relevant provisions of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in the
Listing Regulations for the period April 01, 2020 to March 31, 2021, with the relevant records and documents maintained
by the Company and furnished to us and the Report on Corporate Governance as approved by the Board of Directors.
2. The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was
limited to review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of corporate governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on
the financial statements of the Company.
3. Based on the aforesaid examination and according to the information and explanations given to us, I certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
Listing Regulations.
4. I further state that, such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Sd/-
B Chandra
Practising Company Secretary
Membership No: 20879
Place : Chennai CP: 7859
Date : May 25, 2021 UDIN: A020879C000365773
ANNEXURE-IV
CEO AND CFO CERTIFICATION
We, Anuj Kumar, Chief Executive Officer and Somasundaram M, Chief Financial Officer certify that:
a) We have reviewed the financial statements and cash flow statement for the period ended March 31, 2021 and to the best
of our knowledge and belief:
• these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
• these statements together present a true and fair view of the Company’s affairs and comply with existing Accounting
Standards, applicable laws and regulations.
b) To the best of our knowledge and belief, no transactions entered into by the Company during the period ended March 31,
2021 are fraudulent, illegal or violative of the Company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design
or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit
Committee and steps have been taken to rectify these deficiencies.
d) i) There has not been any significant change in internal control over financial reporting during the period
under reference;
ii) There has not been any significant change in accounting policies during the period requiring disclosure in the notes
to the financial statements; and
iii) We are not aware of any instance during the period of significant fraud with involvement therein of the management
or any employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Place: Chennai Anuj Kumar Somasundaram M
Date: May 25, 2021 Chief Executive Officer Chief Financial Officer
websites in a white-labelled format. edge360, our new digital On the CAMSPay digital B2B services, the business could
distributor platform, continues to gain usage and acceptance not add any significant client wins during the first half of the
with more than 13000 distributors while GoCORP is now at year, again due to the Pandemic impact, however, there has
14.8% share of Gross sales of the Liquid transaction market been positive traction in sign-ups and adoption to digital
(previous year @ 11%). payment offering from tech lead financial entities. CAMSPay
signed up with 3 leading AMCs to integrate new payment
The Mutual Fund Regulatory environment continues to be offerings and received approval from a private life insurance
intensive with a spate of fresh changes including substantial company to integrate with their website and digital properties,
ones such as Stamp duty on MF transactions and imposition this positive movement is expected to continue in FY22.
of withholding tax on dividend income emanating from the
Union budget. The second half the financial year saw a A wholly owned subsidiary- CAMS Payment Services Private
slew of impactful regulatory changes which demand several Limited has been formed and it has applied to RBI to be a
systemic changes to be implemented in a short time. This Payments Aggregator. While CAMSPay is already a compliant
year has also seen intense engagement of CAMS with SEBI payments platform, efforts are being taken to enhance our
on various issues of importance to the Mutual Fund industry. security standards to match the best of the breed industry
standards- execution of current security strategy is largely as
MF OPERATIONS per target. Our process maturity continues to improve, and it
Given the uncertainty posed by COVID19, markets fell exceeds peer benchmarks and approaching goals.
to multi-year lows before recovering to the highest ever
AUM with volumes also restored. Despite the intensity of CAMS Insurance Business – Insurance penetration in India
pandemic-driven disruptive forces, constant changes in is poised to increase substantially in the current decade as
Regulation and experiencing the highest volumes from is evident from 2019 Insurance Penetration (Premium / GDP
NFOs and redemption/switch transactions in the last quarter ratio) being 3.76% as compared to world avg. of 7.23%. The
(including doubling of transmission cases across units), the India Insurance Density (premium / population) 2019 is low
company delivered a high degree of operational robustness at $ 78 and shows high growth potential when benchmarked
& client satisfaction. Post the lifting of lock down and despite against world average of $ 818. Also, the share of non-life to
opening of all our front offices, only part of pre-COVID total insurance is far higher for the world at approx. 50% as
physical volumes came back. Transactions through digital compared to 25% in India – nonlife sector in India is likely to
and electronic modes continue to be at about 85% of the grow faster. Covid had dented the insurance industry in H1
total inflows. FY21 but it bounced back in the latter half of FY21.
CAMS KRA business - CAMS Investor Services Private the Company also audits the eficiency and security of
Limited (‘CAMS KRA’), a wholly owned subsidiary of the its operations, its information technologies and data, in
company which is registered with Securities and Exchange accordance with the global standards.
Board of India as a KYC Registration Agency and is licensed
for implementation of SEBI’s vision of a harmonized The Company conducts periodic internal audits in line with an
KYC process. audit plan that is drawn at the beginning of the year, which is
approved by the Audit Committee. The scope of the exercise
OPERATIONAL EXCELLENCE includes ensuring adequacy of internal control systems,
During the year despite the Covid Pandemic, all day-to-day adherence to management policies and compliance with the
activities relating to processing of financial transactions were laws and Regulations of the country. The Company’s ERP
performed from day one of the pandemic. During the initial system has appropriate controls embedded in its processes
weeks, CAMS delivered all the critical deliverables. Electronic and systems which has been strengthened from time to time.
& digital modes of transaction continued to function with
support from CAMS. Subsequently, expansion in coverage Internal audit reports are placed before the Audit Committee
of scope to cover all aspects of operations was carried out of the Board of Directors, which reviews the adequacy and
in the successive weeks. The Company gradually expanded effectiveness of the internal control systems and suggests
the basket of services and delivered almost all services improvements for strengthening them.
including critical regulatory and year-end reconciliation Our
branches across the country are open daily except on days DISCUSSION OF FINANCIAL ANALYSIS
when local authorities announced lockdowns. This discussion on Financial Analysis is for consolidated
financials of the Company during 2020-21. The Company
is a technology-driven financial infrastructure and service
provider to mutual funds and other financial institutions.
The FY20-21 numbers are shown on comparable basis for
all statement of Profit and Loss and Balance Sheet items
discussed below.
The Company has an adequate internal controls system, • ~ 122 million investor and distributor triggered reports
commensurate with the size and nature of its business. The * For March, 2021
system is supported by documented policies, guidelines ** As at March 31, 2021
and procedures to monitor business and operational
performance which are aimed at ensuring business integrity Product Development
and promoting operational efficiency. All the records are The Company is providing services and is not engaged
adequately maintained for preparation of financial statements in any product development. However, as part of its value
and other financial information. Apart from internal controls, offerings the company is developing various digital products/
applications which enable the investors (who are the ultimate Regulator. Non-compliance of any Regulations could result
customers) to experience efficient and effective methods for in observations in the SEBI Audits and can expose CAMS
investments. Mature, market leading platforms developed by to warnings and penalties. This can also result in customer
the Company namely myCAMS and GoCORP continues to dissatisfaction and possible fines. A process has been set
scale new heights and the newest platform for distributors, in place towards moving for real time audit observation for
edge360, is seeing rapid adoption and growing loyalty. remediation through workflow model.
The unique digiInvest platform saw expanded usage by
AMCs and distributors alongside the white-labelled chatbot Compliance Risk
implemented across several AMC websites. digiLoan The Company is required to comply with a host of Regulations
against MF units is a product developed for Banks and as part of its compliance activities. Any default could result in
NBFCs for digital loan against mutual funds facility. This fine and penalties. For addressing the same, the company
facility enables the Bank/NBFC’s customers to get a loan has an extensive system for monitoring compliances with
up to Rs.1 crore by pledging their debt and/or equity mutual individual functional heads tasked with specific areas.
funds in a completely paper-less, digital process. Extensive external experts’ support has been taken for all
areas and these experts have been retained on a regular
RISKS AND CONCERNS basis. Multiple audits are carried out for ensuring these
The Company recognizes that risk is inherent to any compliances and are reported to the Audit Committee/ Board
business activity and that managing risk effectively is critical at its Meetings.
to the immediate and future success of the Company.
The Company has a Risk Management Committee which Technology Risk
monitors the risk related matters of the company. The Inability to meet the demands of the Clients or adapt to latest
Company has a Board Approved Risk Management Policy technological changes might affect the company’s business,
which defines the Risk Management framework to identify, as our success depends upon the development of technology
assess and manage potential risks and opportunities. The platforms and applications to conduct our business. In this
Risk Management Policy provides every level risk guideline regard, steps are being initiated for ensuring adaptation of
encompassing key risk areas across the group such as the latest technology and for meeting the requirements of
Business Risk, Operational Risk, Technology risk, Strategic the clients.
Risk and Reputation risk. The identified risks of the company
are as below: Information Security Risk
As the company deals with large amount of data, the
Operational Risk Information Security risks is one of the identified risk. The
The Company faces risks in its operations for any error Company has an extensive Information Security Management
or omission that could lead to significant monetary and System(“ISMS”) which is headed by a Chief Information
reputational losses. The Company has identified the key Security Officer and has a well-established ISMS policy.
areas where such risks could exist and taken proactive steps The Company’s systems are being periodically audited by
for carrying out Process automation and tighter adherence to external agencies. Bitsight an agency which monitors level of
the established processes. the information security has rated the company very high at
a score of 800. This is a market-leading score and vindicates
Risks relating to Business Continuity Plan(“BCP”) the robust security posture.
Considering the nature of operations, it is essential that
the company is ensuring a Business Continuity Plan which People Risk
will enable it to provide services on a continued basis. The Dependency on Key Managerial Personnel and Senior
risks of failure to ensure BCP is one of the identified risk. Management is considered as a risk and the loss of any key
To mitigate the same the company has an elaborate plan of person and the or inability to attract new talents, reliance on
action and presently an elaborate, full-scope half yearly BCP third party service providers in several areas of operations
drill is being conducted using the infrastructure of the BCP and our inability to have full control over their services would
location and the primary location infrastructure is not used for affect the company’s business. Towards mitigating these
delivering critical processes. risks all the managerial positions have been filled with very
few open positions, retention of KMP through ESOPs and
Regulatory Risk Incentive Programs has been initiated and Efforts are on
The Company is a Qualified Registrar and Transfer to create future Leaders through training, skill certification
Agent(“QRTA”) and is subjected to audits from the and workshops.
Revenue Concentration The deep domain knowledge of the employees has helped
Significant part of the revenue is concentrated from MF us establish our business leadership and market share. Our
Business. Within MF the revenue is concentrated within employees collaborate with precision and synchronization
the top five clients. Towards this risk, the company is to enable far reaching changes for competitive advantage
focussing on enhancing the Non-MF revenue. Apart from and to keep in tune with the demands of the market. CAMS
management focus on, what Company perceives as high invests in building a diverse and inclusive environment for
growth opportunities like, Insurance Repository, CAMSPay our employees. These employees enable the company
(payment aggregator business) and services to AIF clients to reach out to investors of the Mutual Funds across the
Company has entered into Central Recordkeeping Agency country. The Company’s career development initiatives
services for Pension Funds and Account Aggregator range from up-skilling using structured in-house programs,
business. Leveraging competencies acquired through specialist certifications to sponsorship of courses at premium
Mutual Fund services business, Company has launched management institutions. We assist our employees in
products like Recon Dynamix, LAMF etc. Having said the creating their individual development plans and facilitate
above, Mutual Fund services business is likely to remain the growth through job rotations, internal hiring and promotions.
dominant business in the near to medium period.
Even during the current environment, our employees have
Contractual Risk showcased their dedication and team work to ensure that the
The Company has entered contractual agreements with clients’ requirements are fully met. The business operations
various clients which may contain liability clauses which remains intact and functioning despite the severe dislocation
might adversely affect our business, on the occurrence during the year arising from the nationwide lock down and
of certain events like employee fraud or misconduct or travel restrictions.
errors and omissions in the operations. The Company has
extensive insurance coverage for addressing such liabilities. The Company adopt fair HR practices to empower our
However, the insurance cover may not be adequate to fully people creating a supportive environment. We continue
compensate the loss. to uphold high standards of governance with respect to all
statutory compliance and regulatory requirements. We have
INSURANCE several avenues for our employees to voice their opinion
The Company has taken appropriate insurance policies in a safe and conducive environment. Managers engage
which cover our operations and protect the company from in meaningful dialogues and coach employees to enhance
unexpected exigencies. The policy coverage extends to their performance.
losses arising out of matters including errors and omissions,
Cyber-attacks, third party crime. The Company also has SAFE AND HEALTHY ENVIRONMENT
appropriate policies for covering the Directors and employees The operations of the company do not involve any
of the company. manufacturing and the employees of the company work from
office premises only. We strive to maintain the highest safety
HUMAN RESOURCES standards and periodic fire drills are carried out at various
The well trained and knowledgeable employees are the premises. First aid training is given to group of employees to
major pillars of the company. The Company has a detailed handle any eventuality. Feedback form employees is regularly
recruitment process which focusses on recruiting talented obtained on various health and safety considerations. The
resources and provides continuous on the job training to offices with significant number of employees have either an
them. Our employee strength as at March 31, 2021 was 5,850 in-house medical centre or tie up with leading hospitals for
people which includes 1,278 permanent women employees. providing treatment in case of medical exigencies.
2. Name of the Company: Computer Age Management 3. Total profit after taxes: During the year, the Company
Services Limited recorded a net profit of Rs. 21,897.28 lakhs for the year
ended March 31, 2021
3. Registered Office: New No.10, Old No.178, M.G.R.
Salai, Nungambakkam, Chennai-600034, Tamil Nadu, 4. Total Spending on Corporate Social Responsibility:
India Rs. 421.36 lakhs for the year ended March 31, 2021
(1.92% of PAT)
4. Website: www.camsonline.com
5. List of activities in which expenditure in 4 above has
5. E-mail id: secretarial@camsonline.com been incurred:
6. FY reported: From April 01, 2020 to March 31, 2021 The areas in which the above expenditure was incurred
inter-alia included Education, Health & Senior Citizen care
7. Product or service category (ITC 4 digit) code: 9983 Infrastructure.
Financial Business Processes Management Services
SECTION C: OTHER DETAILS
8.
List three key products/services that the 1.
Does the Company have any Subsidiary
Company manufactures/provides (as in Company/ Companies?
balance sheet)
The Company has 6 direct and indirect subsidiaries in
We are a financial infrastructure and services provider India and overseas as on March 31, 2021.
operating in seven business verticals: Mutual Funds
Services Business, Electronic Payment Collection 2.
Do the Subsidiary Company/Companies
Services Business, Alternative Investment Fund participate in the BR Initiatives of the parent
Services Business and Banking. company? If yes, then indicate the number of
such subsidiary company(s).
9.
Total number of locations where business
Not Applicable.
activity is undertaken by the Company:
a) Number of international locations (provide details 3. Participation and percentage of participation
of major 5): Nil of other entity/entities (e.g. suppliers and
distributors, among others) that the Company 2. Principle-wise (as per NVGs) BR Policy/
does business with, in the BR initiatives of the Policies
Company. If yes, then indicate the percentage The National Voluntary Guidelines on Social,
of such entity/entities? [Less than 30%, 30- Environmental and Economic Responsibilities of
60%, More than 60%] Business (NVG-SEE) released by the Ministry of
No. Corporate Affairs has adopted nine areas of Business
Responsibility. These are as follows:
SECTION D: BR INFORMATION
P1 - Businesses should conduct and govern themselves
1. Details of Director/Directors responsible for with Ethics, Transparency and Accountability.
BR P2 - Businesses should provide goods and services that
are safe and contribute to sustainability throughout
a)
Details of the Director responsible for the
their life cycle.
implementation of the BR policy/policies P3 - Businesses should promote the well-being of all
DIN Number: 08268864 employees.
P4 - Businesses should respect the interests of, and
Name: Anuj Kumar be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and
Designation: Wholetime Director marginalized.
P5 - Businesses should respect and promote human
b) Details of the BR head rights.
S. Particulars Details P6 - Businesses should respect, protect, and make
No. efforts to restore the environment.
P7 - Businesses when engaged in influencing public
1. DIN Number 08268864 and regulatory policy, should do so in a responsible
2. Name Anuj Kumar manner.
3. Designation Wholetime Director P8 - Businesses should support inclusive growth and
equitable development.
4. Telephone 044-61092992
P9 - Businesses should engage with and provide value
number
to their customers and consumers in a responsible
5. Email ID anuj.kumar@camsonline.com manner.
SN Questions Principles
P1 P2 P3 P4 P5 P6 P7 P8 P9
7 Has the policy been formally Yes. To enable dissemination the policies are hosted in the intranet or in the website
communicated to all relevant of the company.
internal and external stakeholders?
8 Does the company have in-house Yes. The policies are reviewed and revised at specified periodicity by the senior
structure to implement the policy/ Management or the approving authority.
policies?
9 Does the Company have a The Company has a whistle blower mechanism which can be used by the stakeholders
grievance redressal mechanism for highlighting their grievances. The Company also has specific mail id for receiving
related to the policy/ policies to the complaints from the shareholders.
address stakeholders’ grievances
related to the policy/ policies?
10 Has the company carried out The Company carries out external auditors from time to time in accordance with the
independent audit/ evaluation of the regulatory and statutory requirement. However, specific independent audit on the
working of this policy by an internal NVG principles has not yet been carried out.
or external agency?
b) If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
Not Applicable
2. How many stakeholder complaints have been b. Reduction during usage by consumers
received in the past FY and what percentage was (energy, water) has been achieved since the
satisfactorily resolved by the management? If so, previous year?
provide details thereof, in about 50 words or so.
Not applicable
The Company is a Service provider for Mutual Funds
and as part of its services receives complaints from 3. Does the company have procedures in place for
stakeholders which is addressed by it on a regular sustainable sourcing (including transportation)? If
basis. The details of the complaint are also filed with the yes, what percentage of your inputs was sourced
regulator as part of periodical filing. During the year 2020- sustainably? Also, provide details thereof, in about
21, all the complaints have been satisfactorily resolved. 50 words or so.
Not applicable since the company is not producing any
The Company has appointed Link Intime India Private
product and is only a service provider.
Limited as its Registrar and Transfer Agent in relation
to the activities relating to the services relating to its
4. Has the company taken any steps to procure goods
shareholders. The complaints received from the RTA
and services from local & small producers, including
and the company are resolved from time to time. During
communities surrounding their place of work? If
the year 20-21 total of 1,027 complaints were received
yes, what steps have been taken to improve their
which have been resolved fully and most of them
capacity and capability of local and small vendors?
pertain to IPO refunds. For this purpose, we have not
included the complaintss which are made to the AMCs Procurement of goods not applicable in view of the
and repeated complaints. nature of business carried out. However, the company
provides opportunity for small start-ups to participate in
Principle 2: Businesses should provide goods its operations through off site locations situated across
and services that are safe and contribute to the country.
sustainability throughout their life cycle
The Main activity of the company is providing services 5. Does the company have a mechanism to recycle
to Mutual Funds and is not engaged in designing of any products and waste? If yes what is the percentage
products. As part of its CSR initiatives, it provides awareness of recycling of products and waste (separately as
to the investors about various investment products and safe <5%, 5-10%, >10%). Also, provide details thereof, in
investment practices. As part of its activities the company about 50 words or so.
provides various digital platforms to carry out investment Not applicable
related transactions. These platforms are designed taking
into account the rights of the investors. Principle 3: Businesses should promote the
wellbeing of all employees
1. List up to 3 of your products or services whose 1. Please indicate the Total number of employees:
design has incorporated social or environmental 5,850 employees including the employees hired on
concerns, risks and/or opportunities. temporary/contractual/casual basis
The Company is not producing any products. It focusses
on providing the services on a digital platform and in 2. Please indicate the Total number of employees
a paperless mode which significantly reduces the use hired on temporary/contractual/casual basis: 1,956
of paper which is environmental friendly. The online employees hired on temporary/contractual/casual basis
facilities to the stakeholders amidst pandemic was
considered as an activity addressing social concerns. 3. Please indicate the Number of permanent women
employees: 1,278 employees are permanent women
2. For each such product, provide the following employees
details in respect of resource use (energy, water,
raw material etc.) per unit of product(optional): 4. Please indicate the Number of permanent employees
with disabilities: 16 employees are permanent
a. Reduction during sourcing/production/
employees with disabilities
distribution achieved since the previous year
throughout the value chain? 5. Do you have an employee association that is
Not applicable recognized by management: No
6. What percentage of your permanent employees is Principle 5: Businesses should respect and
members of this recognized employee association? promote Human Rights
Not Applicable 1. Does the policy of the company on human rights
cover only the company or extend to the Group/ Joint
7. Please indicate the Number of complaints relating Ventures/ Suppliers/ Contractors/ NGOs/ Others?
to child labour, forced labour, involuntary labour,
sexual harassment in the last FY and pending, as The Policy covers the Company and its service providers.
on the end of the FY.
2. How many stakeholder complaints have been
There were no complaints during the year/outstanding received in the past FY and what percent was
at the end of the financial year in respect of Child labour/ satisfactorily resolved by the management?
forced labour/ involuntary labour, Sexual harassment
and Discriminatory employment. There were no complaints during the year/outstanding
at the end of the financial year.
8. What percentage of your undermentioned
employees were given safety & skill up-gradation Principle 6: Business should respect, protect, and
training in the last year? make efforts to restore the environment
1. Does the policy related to Principle 6 cover only the
Training is provided for all employees based on the
company or extends to the Group/Joint Ventures/
nature of their activities and it is a continuos activity.
Suppliers/Contractors/NGOs/others?
The training may be either virtual or classroom based.
The Company is engaged in Information Technology
Principle 4: Businesses should respect the interests Enabled Services and is not engaged in manufacturing
of, and be responsive towards all stakeholders, activities. Hence the relevance of this principle is
especially those who are disadvantaged, vulnerable negligible. However, the company understands
and marginalized its responsibility to operate in an environmentally
1. Has the company mapped its internal and external sustainable and by developing, promoting and
stakeholders: Yes implementing eco-friendly services.
2. Out of the above, has the company identified 2. Does the company have strategies/ initiatives
the disadvantaged, vulnerable & marginalized to address global environmental issues such as
stakeholders. Yes climate change, global warming, etc? Y/N. If yes,
please give hyperlink for webpage etc.
3. Are there any special initiatives taken by the The Company has been focussing on providing digital
company to engage with the disadvantaged, services in the areas in which it operates. The green
vulnerable and marginalized stakeholders? If so, initiatives taken by it has significantly reduced the
provide details thereof, in about 50 words or so. printing of statements and other communications. The
The beneficiaries of its CSR activities are considered volume of paper transactions has come down to ~22%
as an external stakeholder. Its activities are focussed as compared to ~65% in the previous three financial
towards the following segments of the society. years. All its energy consuming equipments have been
replaced with energy efficient devices
- Children deprived of education due to lower
income 3. Does the company identify and assess potential
- Senior Citizens who do not have children/relatives environmental risks? Y/N
looking for support This has no relevance considering the nature of the
company’s business.
- Community in rural and sub-urban areas looking
for Medical support
4. Does the company have any project related to Clean
- Women self-help groups looking for entrepreneurial Development Mechanism? If so, provide details
skills thereof, in about 50 words or so. Also, if Yes, whether
any environmental compliance report is filed?
The Company is not a manufacturing organisation and Principle 8: Businesses should support inclusive
does not generate waste or products or by products growth and equitable development
generally associated with manufacturing. 1. Does the company have specified programmes/
initiatives/projects in pursuit of the policy related to
5. Has the company undertaken any other initiatives Principle 8? If yes details thereof.
on – clean technology, energy efficiency, renewable
energy, etc. Y/N. If yes, please give hyperlink for The CSR Policy and activities of the company is
web page etc. focussed on ensuring inclusive growth and equitable
development.
The offices of the company are well optimised for
conservation of energy. All equipments including Lights 2. Are the programmes/projects undertaken through
and Air conditioners are ensured for energy efficiency in-house team/ own foundation/ external NGO/
and minimal wastage. government structures/ any other organization?
6. Are the Emissions/Waste generated by the company The activities are carried out predominantly through
within the permissible limits given by CPCB/SPCB external NGOs specialised in the specific area of
for the FY being reported? activity.
- Periodical visits and interventions are made 2. Does the company display product information
to ensure the adaptation of the project by on the product label, over and above what is
the community. mandated as per local laws? Yes/No/N.A. /Remarks
(additional information)
An exhaustive third party validation of the adoptation
and the impact is carried out. Not applicable. The services provided are detailed in the
website in a separate Section exclusively maintained for
Principle 9: Businesses should engage with and the customers/investors.
provide value to their customers and consumers
in a responsible manner 3. Is there any case filed by any stakeholder against
1. What percentage of customer complaints/consumer the company regarding unfair trade practices,
cases are pending as on the end of FY? irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as
The Company provides services to the investors of on end of FY. If so, provide details thereof, in about
various mutual funds. In exceptional cases disputes are 50 words or so.
raised before the courts/consumer forums in respect
of family disputes in which the company is included No such cases have been filed.
as a responding party. Details of the complaints and
the outstanding cases are as on March 31, 2021 is 4. Did your company carry out any consumer survey/
as follows: consumer satisfaction trends?
OBJECTIVE:
The objective of this policy is to lay down the criteria to be considered by the board of directors of the Company before
recommending dividend to its shareholders for a financial year. Dividend for the purpose of this Policy includes Interim Dividend.
Financial criteria:
• For dividend (except for interim dividend), out of profits of the Company for a financial year in the manner as provided
under Section 123(1) of the Companies Act, 2013
• For any interim dividend, out of profits in the manner as provided under Section 123(3) of the Companies Act, 2013
Dividend pay-out:
The Company shall endeavour to, subject to applicable law, declare and distribute a dividend (including dividend distribution
and other taxes, cess, levies, if any relating to the dividend) of 65% (sixty five percent) of the consolidated profit, net of tax, of
the Company for the relevant financial year subject to availability of cash and equivalents and after taking into consideration
capital expenditure and working capital requirements. (“Target Pay-out”)
It is hereby clarified that any declaration of dividend for this purpose shall be calculated inclusive of dividend distribution tax
and other taxes, cess, levies, if any related to the dividend, for such relevant financial year.
Currently, the Company does not have any other class of shares (including shares with differential voting rights) other than
equity shares. In the absence of any other class of shares and/or shares with differential voting rights, the entire distributable
profit for the purpose of declaration of dividend is considered for the equity shareholders.
Amendments / modifications:
To the extent any change/amendment is required in terms of any applicable law, the law would prevail over this Dividend
Distribution Policy and the provisions in this Dividend Distribution Policy would be modified in due course to make it consistent
with law. Such amended policy shall be placed before the Board for approval.
1. Opinion
We have audited the Ind AS financial statements of Computer Age Management Services Limited (“the Company”), which
comprise the Balance Sheet as at 31st March 2021, and the statement of Profit and Loss (including other comprehensive
income), statement of changes in Equity and statement of Cash Flows for the year then ended, and notes to the Ind AS
Financial Statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS
Financial Statements give the information required by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2021, and Profit, changes in Equity and its Cash Flows for the year ended on that date.
S. Key Audit Matter Our audit procedures related to Key Audit Matter
No.
c) In a correct period. • nquired with the key managerial personnel and
E
executives of the company on the significant matters
d) considering price revisions/discounts agreed.
relating to revenue recognition.
Hence, we consider this as a Key Audit Matter.
• valuated the adequacy of disclosures relating to the
E
Total revenue recognized during the year 2020-21 is Revenue recognition in the financial statements.
Rs. 67,375.26 lakhs- Refer Note No.19 of the standalone
financial statements.
4. Emphasis of Matter
We draw attention to Note No.40 of the financial statements wherein the Company has disclosed its Assessment of the
Covid-19 pandemic. As mentioned therein, the assessment of the Management does not indicate any material effect on
the carrying value of its assets and liabilities of the Company on the reporting date or any adverse change in the ability of
the Company to continue as a Going Concern. The assessment of the Management is dependent on the circumstances
as they evolve considering the uncertainties prevailing in the economic situation.
5. Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors are responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to
Board’s Report, Business Responsibility Report, Corporate Governance Report and Shareholder’s Information, but does
not include the Ind AS financial statements and our auditor’s report thereon.
Our opinion on the Ind AS Financial Statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the Ind AS Financial Statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
In preparing the Ind AS Financial Statements, management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Those Board of Directors are also responsible for overseeing the company’s financial reporting process.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
a) Identify and assess the risks of material misstatements of the Ind AS Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
e) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Ind AS financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2021 taken on record
by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as
a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of
the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its financial
statements – Refer note 39 to the financial statements
(ii) The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
(iii) The Company is not required to transfer any amounts to the Investor Education and Protection Fund.
Sd/-
P. Babu
Partner
Place: Chennai. Membership No.203358
Date: May 25, 2021 UDIN: 21203358AAAAJA7400
(i) (a) T
he Company is maintaining proper records showing full particulars, including quantitative details and situation of
fixed assets.
(b) Fixed assets have been physically verified by the Management during the year, in accordance with an annual plan
of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of the
fixed assets. The discrepancies noticed on such verification were not material and have been properly dealt with in
the books of account.
(c) The Title deeds of immovable properties owned by the company are held in the name of the Company.
(ii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured,
to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189
of the Companies Act, 2013. Accordingly, reporting under clauses 3 (iii) (a), (b) and (c) of the Order does not arise.
(iii) In our opinion and according to the information and explanations given to us, the Company has not advanced any loan,
given any guarantee or provided any security to the parties covered under Section 185 and the Company has not given
any loan or made any investment covered under section 186 of the Companies Act, 2013. Accordingly, reporting under
clause 3 (iv) of the Order does not arise.
(iv) The Company has not accepted public deposits. Accordingly, reporting under clause 3(v) of the Order does not arise.
(v) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act. Accordingly,
reporting under clause 3(vi) of the Order does not arise.
(vi) (a) T
he Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance,
income tax, Goods and Service tax and other statutory dues applicable to it during the year with appropriate
authorities. According to the information and explanations given to us, there were no undisputed amounts payable in
respect of provident fund, employees’ state insurance, income-tax, Goods and Service tax and other statutory dues
outstanding as at 31st March, 2021 for a period of more than six months from the date they became payable.
(b) In our opinion and according to the information and explanations given to us, there are no dues of income tax and
Goods and Service tax which have not been deposited on account of any dispute. The dues in respect of Service
tax which have not been deposited on account of dispute are as follows:
Nature of Dues Amount Period to which the amount Forum where the dispute is
(Rs.) in Lakhs relates pending
Service tax 364.21 2013-14 CESTAT
(vii) According to the records of the Company examined by us and the information and explanations given to us, the Company
does not have any borrowings from banks, financial institutions, government or by issue of debentures.
(viii) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) or
by way of term loans.
(ix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the
Company or on the Company by its officers or employees were noticed or reported during the course of our audit.
(x) The Company has paid/provided for managerial remuneration within the limits of Section 197 read with Schedule V to
the Act.
(xi) According to the information and explanations given to us and based on our examination of the records of the Company,
all transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and
details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable
accounting standards.
(xii) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not entered into non-cash transactions with directors or persons connected with them.
(xiv) In our opinion and according to the information and explanations given to us, the nature of the Company’s business/
activities during the year has been such that clause (ii) and clause (xii),clause (xvi) of paragraph 3 of the Companies
(Auditor’s Report) Order, 2016 is not applicable to the Company for the year.
Sd/-
P. Babu
Partner
Place: Chennai. Membership No.203358
Date: May 25, 2021 UDIN: 21203358AAAAJA7400
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Computer Age Management Services Limited
(“the Company”) as of 31 March 2021 in conjunction with our audit of the Ind AS financial statements of the Company for the
year ended on that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
Ind AS financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the Company’s internal financial controls system over financial reporting.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at 31 March 2021, based on the
internal control over financial reporting criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
Sd/-
P. Babu
Partner
Place: Chennai. Membership No.203358
Date: May 25, 2021 UDIN: 21203358AAAAJA7400
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Statement of changes in Equity For the Year Ended March 31, 2020
Particulars Reserves & Surplus Total
Equity Employee Retained General Securities Other
Share Stock earnings reserve premium Comprehensive
Capital Option reserve income
reserve
Balance at the beginning of the year 4,876.00 - 24,032.79 11,035.43 - (727.97) 39,216.25
Remeasurement of Net Benefit - - - - - (61.46) (61.46)
liability / Asset Net of tax
Dividends ( Including Dividend Tax ) - - (7,015.59) - - - (7,015.59)
Profit for the year - 16,407.32 - - - 16,407.32
ESOP Amortisation for the year - 362.10 - - - - 362.10
Balance at the end of the year 4,876.00 362.10 33,424.52 11,035.43 - (789.43) 48,908.62
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
The Company was incorporated on May 25, 1988 and D. Use of estimates and judgements
approved to act as Registrar and Transfer Agents to The preparation of the financial statements in conformity
Asset Management Companies by Securities and with Ind AS requires that management make judgments,
Exchange Board of India (SEBI).
estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets,
The Company had converted to Public Limited Company
liabilities and disclosures of contingent assets and
with effect from 27th September 2019. The Corporate
liabilities as of the date of the financial statements and
Identity Number (CIN) issued by Registrar of companies,
the income and expense for the reporting period. The
Chennai, Tamil Nadu is L65910TN1988PLC015757.
Management believes that these estimates are prudent
During the year, the Company has completed its Initial and reasonable and are based upon the Management’s
Public Offering (IPO) through an offer for sale of equity best knowledge of current events and actions as on
shares. The equity shares of the Company were listed each reporting date. Actual results could differ from
on BSE Limited on 1st October 2020 and on National those estimates. Appropriate changes in estimates are
Stock Exchange with effect from 7th May 2021. made as the Management becomes aware of changes
in circumstances surrounding the estimates. Changes
The financial statements were approved by the in estimates are reflected in the financial statements in
Company’s Board of Directors on 25th May 2021. the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial
2. Basis of preparation statements.
A. Statement of Compliance
Judgements
The financial statements have been prepared in
accordance with Indian Accounting Standards (Ind AS) Information about judgements made in applying
as per the Companies (Indian Accounting Standards) accounting policies that have the most significant effects
Rules, 2015 notified under Section 133 of Companies on the amounts recognized in the financial statements
Act, 2013, (the ‘Act’) and the guidelines issued by SEBI. is included in the following notes:
Accounting policies have been consistently applied Note 3(a) – Revenue Recognition
except where a newly issued accounting standard is Note 3(b) – Classification of financial assets; assessment
initially adopted or a revision to an existing accounting of business model within which the assets are held
standard requires a change in the accounting policy and assessment of whether the contractual terms of
hitherto in use. financial assets are solely payment of principal and
interest on principal amount outstanding.
B. Functional and Presentation currency Note 3(f) – Whether an arrangement contains a lease;
Indian Rupee (`) is the Company’s functional currency assessment of lease term.
and the currency of the primary economic environment
in which the Company operates. Accordingly, the Assumptions and estimation uncertainties
management has presented the financial statements in Information about assumptions and estimation
Indian Rupees (`). All amounts have been rounded-off uncertainties that have a significant risk of resulting in a
to the nearest lakhs upto two decimal places, unless material adjustment in the year ending March 31, 2021
otherwise indicated. are discussed below:
(i) Fair value measurement of financial instruments the fair value for the share based payment transactions
When the fair value of financial assets and financial are disclosed in Note 36.
liabilities recorded in the balance sheet cannot be
derived from active markets, their fair value is determined (vi) Defined benefit plans
using valuation techniques including the discounted The obligation from defined benefit plan is determined
cash flow model. The inputs to these models are taken using actuarial valuations. An actuarial valuation
from observable markets where possible. Where this involves making assumptions that may differ from
is not feasible, a degree of judgement is required actual developments in the future. These include
in establishing fair values. The judgement includes the determination of the discount rate, future salary
considerations of inputs such as liquidity risk, credit risk increases and mortality rates. Due to the complexities
and volatility. Details about fair value measurements are involved in the valuation and its long term nature, a
disclosed in Note 35. defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at
(ii) Impairment of financial assets each reporting date. Details about the defined benefit
The Company estimates lifetime expected credit loss obligation are disclosed in Note 26.
allowance is computed based on historical payment
patterns, customer credit worthiness and customer (vii) Provisions and contingencies
concentrations, adjusted for forward looking information The Company estimates the provisions that have
on collection. Details about the expected credit loss present obligations as a result of past events, and it is
allowance are disclosed in Note 35. probable that outflow of resources will be required to
settle the obligations. These provisions are reviewed
(iii) Impairment of non-financial assets at the end of each reporting date and are adjusted to
The determination of recoverable amounts of the reflect the current best estimates.
cash generating units assessed in an impairment test
requires the Company to estimate their fair values net The Company uses significant judgement to disclose
of disposal costs as well as their value-in-use. The contingent liabilities. Contingent liabilities are disclosed
assessment of value-in-use requires assumptions to be when there is a possible obligation arising from past
made with respect to the operating cash flows of the events, the existence of which will be confirmed only
cash generating unit as well as discount rates. by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control
(iv) Useful life and residual value of property, plant and of the Company or a present obligation that arises
equipment and intangible assets from past events where it is either not probable that
Useful lives of property, plant and equipment are an outflow of resources will be required to settle the
taken as prescribed in Schedule II of the Act. In obligation, or a reliable estimate of the amount cannot
case of intangible assets, useful life is estimated by be made. Contingent assets are neither recognised nor
management taking into account the nature of the asset disclosed in the financial statements.
and the estimated usage of the asset. Residual value
is estimated by management at the time the asset is (viii) Impairment of investment in subsidiaries
acquired and reviewed periodically, including at each The Company reviews its carrying value of investments
financial year end. carried at cost (net of impairment, if any) annually, or
more frequently when there is indication for impairment.
(v) Share based payments If the recoverable amount is less than its carrying
The Company initially measures the cost of equity settled amount, the impairment loss is accounted for in the
transactions with employees using the Black Scholes statement of profit and loss.
model to determine the fair value of the options granted.
Estimating the fair value of the share options granted The determination of recoverable amounts of the
require determination of the most appropriate valuation cash generating units (subsidiaries) assessed in an
model, which is dependent on the terms and conditions impairment test requires the Company to estimate
of the grant. This estimate also requires determination their fair values net of disposal costs as well as their
of the most appropriate inputs to the valuation model value-in-use. The assessment of value-in-use requires
including the expected life of the share option, volatility assumptions to be made with respect to the operating
and dividend yield and making assumptions about cash flows of the cash generating unit (subsidiaries) as
them. The assumptions and models used for estimating well as discount rates.
(ix) Income taxes fair value hierarchy, then the fair value measurement
The Company establishes provisions based on is categorised in its entirety in the same level of the
reasonable estimates, for possible consequences of fair value hierarchy as the lowest level input that is
assessment by the tax authorities of the jurisdiction in significant to the entire measurement.
which it operates. The amount of provision is based
on various factors such as experience of previous tax F. Standards issued but not effective
assessments and differing interpretations of tax laws Ministry of Corporate Affairs (“MCA”) notifies new
by the taxable entity and the responsible tax authority. standard or amendments to the existing standards.
The Company assesses the probability of litigation and There is no such notification which would have been
subsequent cash outflow with respect to taxes. applicable from April 1, 2021.
A deferred tax asset is recognized to the extent that it G. Classification of assets and liabilities as
is probable that future taxable profit will be available current and non-current
against which the deductible temporary differences and
The Company presents assets and liabilities in
tax losses can be utilized. Accordingly, the Company
the balance sheet based on current/ non-current
exercises its judgement to reassess the carrying
classification.
amount of deferred tax assets at the end of each
reporting period.
An asset is treated as current when it is:
E. Measurement of fair values • Expected to be realized or intended to be sold or
Fair value is the price that would be received from consumed in normal operating cycle,
sale of an asset or paid to transfer a liability in an
orderly transaction between market participants at the • Held primarily for the purpose of trading,
measurement date. The fair value measurement is
based on the presumption that the transaction to sell • Expected to be realized within twelve months after
the asset or transfer the liability takes place either: the reporting period, or
When measuring the fair value of an asset or a liability, The operating cycle is the time between the acquisition
the Company uses observable market data as far as of assets for processing and their realisation in cash
possible. If the inputs used to measure the fair value and cash equivalents. The Company has identified
of an asset or a liability fall into different levels of the twelve months as its operating cycle.
Revenue is measured at fair value of the consideration - The gross carrying amount of the financial asset; or.
received or receivable as per contractual terms.
Revenue is recognized when the Company satisfies - The amortized cost of the financial liability.
a performance obligation by transferring a promised
good or service (i.e., an asset) to a customer and it is In calculating interest income and expense, the
highly probable that a significant reversal of revenue is effective interest rate is applied to the carrying amount
not expected to occur. An asset is transferred when the of the asset (when the asset is not credit impaired)
customer obtains control of that asset. or to the amortized cost of the liability. However, for
financial assets that have become credit-impaired
If the consideration promised in a contract includes a subsequent to initial recognition, interest income is
variable amount, the Company estimates the amount
calculated by applying the effective interest rate to the
of consideration to which it will be entitled in exchange
amortized cost of the financial asset. If the asset is
for rendering the promised services to a customer.
no longer credit impaired, then the calculation of
The amount of consideration can vary because of
interest income reverts to the gross basis. Interest
discounts, credits, price concessions or other similar
income / expense on financial instruments at FVTPL
items. Revenues are shown net of taxes and applicable
discounts and allowances. is not included in fair value changes but presented
separately.
The Company primarily generates revenue by
providing registrar and transfer agent services to asset (iii) Realized and unrealized gain / loss
management companies and technology enabled The realized gains / losses from financial instruments at
service to private equity fund, bank and non-banking FVTPL represents the difference between original cost of
financial services sectors. purchase and its settlement price. The unrealized gains
/ losses represents the difference between the carrying
Revenue recognition for different heads of income are
amount of a financial instrument at the beginning of the
as under:
period, or the transaction price if it was purchased in the
I) Revenue from rendering of services: current reporting period, and its carrying amount at the
end of the reporting period.
Revenue from data processing services and customer
care services is recognized on an accrual basis in b) Financial Instruments
accordance with the agreements entered with asset
Financial assets and financial liabilities are recognized
management companies. The Company has adopted the
when the company becomes a party to the contractual
output method to measure progress of each performance
provisions of the instruments. All financial instruments
obligation except for those contracts where revenue is
are recognized initially at fair value, except for
dependent on the number of resources deployed.
trade receivables which are initially measured at
transaction price. Transaction costs that are attributable
Recoverables represent expenses incurred in relation
to the acquisition of the financial asset (other
to services performed that are allocated and recovered
than financial assets recorded at fair value through
from the customers based on the agreed terms and
profit or loss) are included in the fair value of the
conditions.
financial assets. Purchase or sales of financial
II)
Recognition of dividend income, interest income assets that require delivery of assets within a time
or expense and gains or losses from financial frame established by regulation or convention in the
instruments: market place (regular way trade) are recognized on the
trade date.
(i) Dividend Income
Dividend income is recognized in the Statement of Profit For the purpose of subsequent measurement, financial
and Loss on the date on which the Company’s right to instruments of the company are classified in the
receive dividend is established. following categories:
(i) Financial assets at amortized cost, • The financial asset is held within a business model
whose objective is to hold financial assets in order
(ii) Financial assets (debt instruments) at fair value to collect contractual cash flows and
through other comprehensive income (FVTOCI),
• the contractual terms of the financial asset give
(iii) Equity instruments at FVTOCI and fair value rise on specified dates to cash flows that are solely
through profit and loss account (FVTPL), payments of principal and interest on the principal
amount outstanding (SPPI).
(iv) Financial liabilities at amortized cost or FVTPL.
They are presented as current assets, except for those
The classification of financial instruments depends
on the objective of the business model for which it is maturing later than 12 months after the reporting date
held. Management determines the classification of its which are presented as non-current assets. Financial
financial instruments at initial recognition. assets are measured initially at fair value plus transaction
costs and subsequently carried at amortized cost using
Business model assessment the effective interest method, less any impairment loss.
The Company makes an assessment of the objective
of the business model in which a financial asset is held Amortized cost are represented by investment in interest
at a portfolio level because this best reflects the way bearing debt instruments, trade receivables, security
the business is managed, and information is provided to deposits, cash and cash equivalents, employee and
management. other advances and eligible current and non-current
assets. Any gain or loss on derecognition is recognized
Assessment whether contractual cash flows are in the Statement of Profit and Loss.
solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is Cash and cash equivalents comprise cash on hand and
defined as the fair value of the financial asset on initial in banks and demand deposits with banks with original
recognition. ‘Interest’ is defined as consideration for the maturity less than 3 months which can be withdrawn at
time value of money and for the credit risk associated any time without prior notice or penalty on the principal.
with the principal amount outstanding during a particular For the purposes of the cash flow statement, cash
period of time and for other basic lending risks and costs and cash equivalents include cash on hand and cash
(e.g. liquidity risk and administrative costs), as well as in banks.
a profit margin. In assessing whether the contractual
cash flows are solely payments of principal and (ii) Financial asset at FVTOCI
interest, the Company considers the contractual terms
A debt instrument shall be measured at fair value
of the instrument. This includes assessing whether the
through other comprehensive income if both of the
financial asset contains a contractual term that could
change the timing or amount of contractual cash flows following conditions are met:
such that it would not meet this condition. In making this
assessment, the Company considers: • The objective of the business model is achieved by
both collecting contractual cash flows and selling
− Contingent events that would change the amount or financial assets and
timing of cash flows;
• the asset’s contractual cash flow represent SPPI
− Terms that may adjust the contractual coupon rate, debt instruments included within FVTOCI category
including variable interest rate features; are measured initially as well as at each reporting
period at fair value plus transaction costs.
− Prepayment and extension features; and
Fair value movements are recognized in Other
− Terms that limit the Company’s claim to cash flows Comprehensive Income (“OCI”). However, the Company
from specified assets. recognises interest income, impairment losses &
reversals and foreign exchange gain loss in Profit or
I) Financial assets
Loss. On derecognition of the asset, cumulative gain or
(i) Financial assets at amortized cost loss previously recognized in OCI is reclassified from
A financial asset shall be measured at amortized cost if OCI to profit and loss. Interest earned is recognized
both of the following conditions are met: under the expected interest rate (EIR) model.
Currently the Company has not classified any interest in the Statement of Profit or Loss. Any gain or loss on
bearing debt instrument under this category derecognition is also recognized in the Statement of
Profit or Loss.
(iii) Equity instruments at FVTOCI and FVTPL
All equity instruments are measured at fair value (ii) Financial liabilities at FVTPL
other than investment in subsidiaries, joint venture A financial liability is classified as at FVTPL if it is
and associate. Equity instruments held for trading are classified as held for trading, or it is designated as
classified as FVTPL. For all other equity instruments, such on initial recognition. Financial liabilities at FVTPL
the Company may make an irrevocable election to are measured at fair value and net gains and losses,
present subsequent changes in the fair value in OCI. including any interest expense, are recognized in the
The Company makes such election on an instrument- Statement of Profit or Loss.
by-instrument basis.
III) Derecognition
If the Company decides to classify an equity instrument Financial assets
as at FVTOCI, then all fair value changes on the
The Company derecognizes a financial asset when the
instrument, excluding dividend are recognized in OCI
contractual rights to the cash flows from the financial
which is not subsequently recycled to Profit or Loss.
asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which
If the Company decides to classify an equity instrument
substantially all of the risks and rewards of ownership
as at FVTPL, then all fair value changes on the
of the financial asset are transferred or in which the
instrument and dividend are recognized in Profit
Company neither transfers nor retains substantially all
or Loss.
of the risks and rewards of ownership and does not
retain control of the financial asset.
Currently the Company has not classified any equity
instrument neither at FVTOCI nor at FVTPL.
If the Company enters into transactions whereby it
transfers assets recognized on its balance sheet but
(iv) Equity investments in Subsidiaries
retains either all or substantially all the risks and rewards
Investments in subsidiaries are carried at cost less of the transferred assets, the transferred assets are
accumulated impairment losses, if any. Where an not derecognized.
indication of impairment exists, the carrying amount
of the investment is assessed and written down Financial liabilities
immediately to its recoverable amount. On disposal
The Company derecognizes a financial liability when
of investments in subsidiaries, the difference between
its contractual obligations are discharged or cancelled
net disposal proceeds and the carrying amount are
or expired.
recognized in the Statement of Profit or Loss.
The Company also derecognizes a financial liability
(v) Financial assets at FVTPL
when its terms are modified and the cash flows under the
FVTPL is a residual category for financial assets. Any modified terms are substantially different. In this case,
financial asset which does not meet the criteria for a new financial liability based on the modified terms is
categorization as at amortized cost or as FVTOCI, is recognized at fair value. The difference between the
classified as FVTPL. In addition the Company may elect carrying amount of the financial liability extinguished
to designate the financial asset, which otherwise meets and the new financial liability with modified terms is
amortized cost or FVTOCI criteria, as FVTPL if doing recognized in the Statement of Profit or Loss.
so eliminates or significantly reduces a measurement or
recognition inconsistency. c) Impairment
(i)
Financial assets carried at amortized cost and
II) Financial liabilities
FVTOCI
(i) Financial liabilities at amortized cost
In accordance with Ind AS 109, the Company applies
Financial liabilities at amortized cost represented by Expected Credit Loss (ECL) model for measurement and
trade and other payables are initially recognized at recognition of impairment loss. The Company follows
fair value, and subsequently carried at amortized cost ‘simplified approach’ for recognition of impairment
using the effective interest method. Interest expense loss allowance on trade receivable. The application
and foreign exchange gains and losses are recognized of simplified approach does not require the Company
to track changes in credit risk. Rather, it recognizes could still be subject to enforcement activities in order
impairment loss allowance based on lifetime ECLs at to comply with the Company’s procedures for recovery
each reporting date, right from its initial recognition. of amounts due.
For recognition of impairment loss on other financial
assets and risk exposure, the Company determines (ii) Impairment of equity investments measured at cost
that whether there has been a significant increase in the Investments are measured at cost are tested for
credit risk since initial recognition. If credit risk has not impairment at the end of each reporting period. Any
increased significantly, 12-month ECL is used to provide impairment loss is recognized in the statement of profit
for impairment loss. However, if credit risk has increased and loss, if the amount of impairment loss decreases
significantly, lifetime ECL is used. If in subsequent subsequently then the previously recognized impairment
period, credit quality of the instrument improves such loss is reversed in the statement of profit and loss.
that there is no longer a significant increase in credit
risk since initial recognition, then the entity reverts to (iii) Impairment of non-financial assets
recognizing impairment loss allowance based on 12
At each reporting date, the Company reviews the
month ECL. Lifetime ECLs are the expected credit
carrying amounts of its non-financial assets (other than
losses resulting from all possible default events over the
deferred tax assets) to determine whether there is any
expected life of a financial instrument. The 12 month
indication of impairment. If any such indication exists,
ECL is a portion of the lifetime ECL which results from then the asset’s recoverable amount is estimated. For
default events that are possible within 12 months after impairment testing, assets are grouped together into
the reporting date. the smallest group of assets that generates the cash
inflows from continuing use that are largely independent
Measurement of expected credit losses of the cash inflows of other assets or Cash Generating
ECL is the difference between all contractual cash flows Units (‘CGU’). The recoverable amount of a CGU (or an
that are due to the Company in accordance with the individual asset) is the higher of its value in use and its
contract and all the cash flows that the entity expects to fair value less costs to sell.
receive (i.e. all shortfalls), discounted at the original EIR.
When estimating the cash flows, an entity is required Value in use is based on the estimated future cash
to consider: flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments
• All contractual terms of the financial instrument of time value of money and the risks specific to the
(including prepayment, extension etc.) over the CGU (or the asset). Where it is not possible to estimate
expected life of the financial instrument. However, the recoverable amount of the individual asset, the
in rare cases when the expected life of the financial Company estimates the recoverable amount of the
instrument cannot be estimated reliably, then the CGU to which the asset belongs. An impairment loss is
entity is required to use the remaining contractual recognized if the carrying amount of an asset or CGU
term of the financial instrument. exceeds its recoverable amount.
• Cash flows from the sale of collateral held or Impairment loss in respect of assets except goodwill
other credit enhancements that are integral to the is reversed only to the extent that the assets carrying
contractual terms. amount does not exceed the carrying amount that
would have been determined, net of depreciation or
Presentation of allowance for expected credit amortization, if no impairment loss had been recognized
losses in the balance sheet in prior years. A reversal of impairment loss is recognized
Loss allowances for financial assets measured at immediately in the Statement of Profit or Loss.
amortized cost are deducted from the gross carrying
amount of the assets. d) Property, plant and equipment
Recognition and measurement
Write-off Items of property, plant and equipment are measured at
The gross carrying amount of a financial asset is written cost, which includes capitalized borrowing costs, less
off (either partially or in full) to the extent that there is no accumulated depreciation and accumulated impairment
realistic prospect of recovery. This is generally the case losses, if any.
when the Company determines that the debtor does not
have assets or sources of income that could generate Cost of an item of property, plant and equipment
sufficient cash flows to repay the amounts subject to the comprises its purchase price, including import duties
write‑off. However, financial assets that are written off and non-refundable purchase taxes, after deducting
trade discounts and rebates, any directly attributable The estimated useful lives of items of property, plant
cost of bringing the item to its working condition and equipment for the current and comparative periods
for its intended use and estimated costs of dismantling are as follows:
and removing the item and restoring the site on
Asset Block Management estimate of useful life
which it is located. Repairs and maintenance costs
are recognised in the Statement of Profit and Loss Building 60 years
when incurred. Computers 3 to 6 years
Air Conditioners 15 years
The cost of a self-constructed item of property, plant Office Equipment 5 years
and equipment comprises the cost of materials, direct
Electrical Fittings 10 years
labor and any other costs directly attributable to bringing
Furniture & Fixtures 10 years
the item to working condition for its intended use, and
estimated costs of dismantling and removing the item
Depreciation method, useful lives and residual values
and restoring the site on which it is located.
are reviewed at each financial year-end and adjusted,
if appropriate. Based on technical evaluation and
Advances paid towards the acquisition of property,
consequent advice, the management believes that its
plant and equipment outstanding at each Balance
estimates of useful lives as given above best represent
Sheet date is classified as capital advances under other
the period over which management expects to use
non-current assets and the cost of assets not ready
these assets.
to use before such date are disclosed under ‘Capital
work-in-progress’.
Depreciation on additions (disposals) is provided on a
pro-rata basis i.e. from (up to) the date on which asset
If significant parts of an item of property, plant and
is ready for use (disposed of).
equipment have different useful lives, then they are
accounted for as separate items (major components) of e) Intangible assets
property, plant and equipment.
Initial recognition and measurement
The cost and related accumulated depreciation Intangible assets acquired separately are stated at cost
are eliminated from the financial statements upon of acquisition net of recoverable taxes, accumulated
sale or retirement of the asset and the resultant gains amortization and impairment losses, if any. Such
or losses are recognized in the Statement of Profit costs include purchase price, borrowing cost, and any
and Loss. cost directly attributable to bringing the asset to its
working condition for the intended use, net charges on
Any gain or loss on disposal of an item of property, plant foreign exchange contracts and adjustments arising
and equipment is recognized in the Statement of Profit from exchange rate variations attributable to the
or Loss. intangible assets.
the incremental borrowing rates in the country of domicile and National pension scheme. The Company recognizes
of these leases. Lease liabilities are remeasured with contribution made towards provident fund and national
a corresponding adjustment to the related ROU asset pension scheme in the Statement of Profit and Loss.
if the Company changes its assessment of whether The Company also contributes to Superannuation Fund
it will exercise an extension or a termination option. and Pension Fund for its employees who have been
Lease liability and ROU assets have been separately contributing to such funds.
presented in the Balance Sheet and lease payments
have been classified as financing cash flows. The Company makes specified monthly contributions
towards Government administered provident fund and
As a lessor national fund scheme.
The Company has given on sub-lease some of its
premises during the year. When the Company is an (iii) Defined benefit plans
intermediate lessor, it accounts for its interests in the A defined benefit plan is a post-employment benefit plan
head lease and the sub-lease separately. It assesses other than a defined contribution plan.
the lease classification of a sub-lease with reference to
the right-of-use asset arising from the head lease, not For defined benefit plans in the form of gratuity fund,
with reference to the underlying asset. If a head lease the cost of providing benefits is determined using the
is a short-term lease to which the Company applies the projected unit credit method, with actuarial valuations
exemption described above, then it classifies the sub- being carried out at the end of each annual reporting
lease as an operating lease. period. The contributions made to the fund are recognized
as plan assets. The defined benefit obligation as
g) Foreign currency transactions reduced by fair value of plan assets is recognized on the
The functional currency and the presentation currency of Balance Sheet.
the Company is Indian Rupees. Transactions in foreign
currency are recorded on initial recognition using the When the calculation results in a potential asset for
exchange rate at the transaction date. Monetary assets the Company, the recognized asset is limited to the
and liabilities denominated in foreign currencies are present value of economic benefits available in the
translated at the functional currency closing rates of form of any future refunds from the plan or reductions
exchange at the reporting date. Exchange differences in future contributions to the plan (‘the asset ceiling’).
arising on the settlement or translation of monetary In order to calculate the present value of economic
items are recognised in the statement of profit and loss benefits, consideration is given to any minimum
in the period in which they arise. Non-monetary assets funding requirements.
and liabilities that are measured in terms of historical
cost in foreign currencies are not retranslated. Remeasurements of the net defined benefit liability,
which comprise actuarial gains and losses, the return
h) Employee benefits on plan assets (excluding interest) and the effect of the
(i) Short-term employee benefits asset ceiling (if any, excluding interest), are recognized
Short-term employee benefit obligations are measured in OCI.
on an undiscounted basis and are expensed as the
The Company determines the net interest expense
related service is provided. A liability is recognized for
(income) on the net defined benefit liability (asset)
the amount expected to be paid e.g., under short-term
for the period by applying the discount rate used to
cash bonus, if the Company has a present legal or
measure the defined benefit obligation at the beginning
constructive obligation to pay this amount as a result of
of the annual period to the then-net defined benefit
past service provided by the employee, and the amount liability (asset), taking into account any changes in the
of obligation can be estimated reliably. net defined benefit liability (asset) during the period
as a result of contributions and benefit payments. Net
(ii) Defined contribution plans interest expense and other expenses related to defined
A defined contribution plan is a post-employment benefit benefit plans are recognized in the Statement of Profit
plan under which an entity pays fixed contributions into or Loss.
a separate entity and will have no legal or constructive
obligation to pay further amounts. When the benefits of a plan are changed or when a plan
is curtailed, the resulting change in benefit that relates
The Company offers its employees defined contribution to past service (‘past service cost’ or ‘past service
plan in the form of provident fund, Superannuation fund gain’) or the gain or loss on curtailment is recognized
immediately in the Statement of Profit or Loss. The respect of previous years. The amount of current tax
Company recognises gains and losses on the settlement reflects the best estimate of the tax amount expected
of a defined benefit plan when the settlement occurs. to be paid or received after considering the uncertainty,
if any, related to income taxes. It is measured using tax
(iv) Other long-term employee benefits rates (and tax laws) enacted or substantively enacted
by the reporting date.
Compensated absences which are not expected to occur
within twelve months after the end of the period in which
Current tax assets and current tax liabilities are offset
the employee renders related service are recognized as
only if there is a legally enforceable right to set off the
a liability at the present value of the obligation as at the recognized amounts, and it is intended to realize the asset
Balance Sheet date less fair value of the plan assets and settle the liability on a net basis or simultaneously.
out of which the obligations are expected to be settled.
The cost of providing benefits is measured on the basis Deferred tax
of an annual independent actuarial valuation using the Deferred tax is recognized using the balance sheet
projected unit credit method. Remeasurements gains or approach. Deferred tax is recognized in respect of
losses are recognized in the Statement of Profit or Loss temporary differences between the carrying amounts of
in the period in which they arise. assets and liabilities for financial reporting purposes and
the corresponding amounts used for taxation purposes.
(v) Share-based payment transactions
The Employee Stock Option Schemes of the company Deferred tax is not recognized for:
provide for grant of options to employees of the Group Temporary differences arising on the initial recognition of
to acquire the equity shares of the Company that assets or liabilities in a transaction that is not a business
vest in a graded manner and that are to be exercised combination and that affects neither accounting nor
within a specified period. Equity-settled share-based taxable profit or loss at the time of the transaction
payments to employees are measured at the fair value
of the equity instruments at the grant date. The fair Deferred income tax asset are recognized to the extent
value determined at the grant date of the equity-settled that it is probable that taxable profit will be available
share based payments is expensed on a straight-line against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax
basis over the vesting period, based on the Company’s
losses can be utilized. Deferred income tax liabilities are
estimate of equity instruments that will eventually vest,
recognized for all taxable temporary differences.
with a corresponding increase in equity. At the end of
each reporting period, the Company revises its estimate The carrying amount of deferred income tax assets is
of the number of equity instruments expected to vest. reviewed at each reporting date and reduced to the
The impact of the revision of the original estimates, if extent that it is no longer probable that sufficient taxable
any, is recognized in the Statement of Profit or Loss profit will be available to allow all or part of the deferred
such that the cumulative expense reflects the revised income tax asset to be utilized. Deferred income tax
estimate, with a corresponding adjustment to Employee assets and liabilities are measured at the tax rates that
Stock Option Reserve account in Reserves & Surplus. are expected to apply in the period when the asset is
realized or the liability is settled, based on tax rates
In respect of options granted to employees of subsidiaries, (and tax laws) that have been enacted or substantively
the Company recovers the related compensation cost enacted at the reporting date.
from the respective subsidiaries.
Deferred tax assets and liabilities are offset if there is a
i) Income taxes legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by
Income tax comprises current and deferred tax. It is
the same tax authority but they intend to settle current
recognized in the Statement of Profit or Loss except
tax liabilities and assets on a net basis or their tax
to the extent that it relates to a business combination
assets and liabilities will be realised simultaneously.
or to an item recognized directly in equity or in other
comprehensive income. Current and deferred taxes are recognized in the
Statement of Profit or Loss, except when they relate
Current tax to items that are recognized in other comprehensive
Current tax comprises the expected tax payable or income or directly in equity, in which case, the current
receivable on the taxable income or loss for the year and deferred taxes are also recognized in other
and any adjustment to the tax payable or receivable in comprehensive income or directly in equity respectively.
j) Provisions, Contingent liabilities and the contract are lower than the unavoidable cost of
Contingent assets meeting its obligations under the contract. The provision
A provision is recognized if, as a result of a past event, the for an onerous contract is measured at the present
Company has a present legal or constructive obligation value of the lower of the expected cost of terminating
that can be estimated reliably, and it is probable that an the contract and the expected net cost of continuing
outflow of economic benefits will be required to settle with the contract. Before such a provision is made, the
the obligation. The amount recognized as a provision is Company recognizes any impairment loss on the assets
the best estimate of the consideration required to settle associated with that contract.
the present obligation at the balance sheet date, taking
into account the risks and uncertainties surrounding
k) Earnings per share
the obligation. The Company reports basic and diluted earnings
per share in accordance with Ind AS 33 on Earnings
If the effect of the time value of money is material, per share.
provisions are determined by discounting the expected
future cash flows at a pre-tax rate that reflects current The basic earnings per share is computed by dividing
market assessment of the time value of money and risks profit after tax attributable to the equity shareholders
specific to the liability. When discounted, the increase in by the weighted average number of equity shares
provision due to the passage of time is recognized as outstanding during the reporting period.
finance cost.
Diluted earnings per share is computed by dividing the
Contingent liabilities are disclosed when there is net profit after tax by the weighted average number of
a possible obligation arising from past events, the equity shares considered for deriving basic earnings
existence of which will be confirmed only by the per share and also weighted average number of equity
occurrence or non-occurrence of one or more uncertain shares that could have been issued upon conversion
future events not wholly within the control of the of all dilutive potential equity shares. Dilutive potential
Company or a present obligation that arises from past equity shares are deemed converted as of the beginning
events where it is either not probable that an outflow of of the period, unless issued at a later date. Dilutive
resources will be required to settle the obligation or a potential equity shares are determined independently for
reliable estimate of the amount cannot be made. each period presented. The number of equity shares and
potentially dilutive equity shares are adjusted for bonus
A contingent asset is not recognised but disclosed in shares, consolidation of shares, etc. as appropriate.
the financial statements where an inflow of economic
benefit is probable. l) Cash and cash equivalents
Cash and cash equivalents are short-term highly liquid
Commitments includes the amount of purchase order investments that are readily convertible into cash with
(net of advance) issued to counterparties for supplying/ original maturities of three months or less. Cash and
development of assets and amounts pertaining cash equivalents consist primarily of cash and deposits
to Investments which have been committed but not with banks.
called for.
m) Cash flow statement
Provisions, contingent assets, contingent liabilities and Cash flows are reported using the indirect method,
commitments are reviewed at each balance sheet date. whereby net profit / (loss) before tax is adjusted for
the effects of transactions of non-cash nature and any
Onerous contracts deferrals or accruals of past of future cash receipts and
A contract is considered to be onerous when the expected payments. The cash flows from operating, investing and
economic benefits to be derived by the Company from financing activities of the Company are segregated.
6 Computer 9,595.46 1,325.26 211.07 10,709.65 7,210.14 1,070.24 197.77 8,082.61 2,627.05 2,385.32
7 Electrical Fittings 561.43 31.10 52.18 540.35 396.21 43.58 36.68 403.11 137.25 165.22
Total 16,661.53 1,555.22 552.87 17,663.88 10,263.37 1,448.02 468.68 11,242.71 6,421.17 6,398.16
b) ROU Assets
In Rs. Lakhs
Sl. Right to use assets Gross Block Accumulated Depreciation Net Block
No. Balance as Additions Disposals/ Balance as Balance as at Elimination Depreciation Balance as Balance as at Balance as
37-111
at April 1, Adjustments at March 31, April 1, 2020 on Disposal/ Expense for at March 31, March 31, at March 31,
2020 2021 Adjustments the year 2021 2021 2020
of Assets
STATUTORY REPORTS
1 Leasehold 10,242.11 1,255.43 (1,615.41) 9,882.13 1,934.05 (581.03) 1,719.76 3,072.77 6,809.36 8,308.05
improvements
Total 10,242.11 1,255.43 (1,615.41) 9,882.13 1,934.05 (581.03) 1,719.76 3,072.77 6,809.36 8,308.05
c) Intangible Assets
In Rs. Lakhs
Sl. Intangible Assets - Gross Block Accumulated Depreciation Net Block
No. Owned/ Acquired Balance as Additions Disposals/ Balance as Balance as Amortisation Elimination Balance as Balance as Balance as
112-230
at April 1, Adjustments at March at April 1, Expense for on Disposal/ at March 31, at March 31, at March
2020 31, 2021 2020 the year Adjustments 2021 2021 31, 2020
of Assets
1 Software 4,961.32 818.83 - 5,780.16 3,886.60 771.08 - 4,657.69 1,122.47 1,074.72
FINANCIAL STATEMENTS
137
Total 3,938.86
138
Notes forming part of the standalone Ind AS financial statement
for the Year Ended March 31, 2021
II. Previous Year
a) Property Plant and Equipments
In Rs. Lakhs
Sl. Property, Plant and Gross Block Accumulated Depreciation Net Block
No. Equipment - Owned/ Balance as Additions Disposals/ Balance as Balance as at Depreciation Elimination Balance as Balance as Balance as
Acquired at April 1, Adjustments at March 31, April 1, 2019 Expense for on Disposal/ at March 31, at March 31, at March 31,
2019 2020 the year Adjustments 2020 2020 2019
of Assets
1 Land 2,439.21 - - 2,439.21 - - - - 2,439.21 2,439.21
b) ROU Assets
In Rs. Lakhs
Sl. Right to use assets Gross Block Accumulated Depreciation Net Block
No. Balance Recognition Additions Disposals/ Balance Balance Adjusted Depreciation Elimination Balance Balance Balance
as at of ROU Asset Adjustments as at as at Balance as at Expense for on Disposal/ as at as at as at
April 1, on initial March April 1, April 1, 2019 the year Adjustments March March March 31,
2019 application of 31, 2020 2019 of Assets 31, 2020 31, 2020 2019
Ind AS 116
1 Leasehold - 10,252.51 - (10.40) 10,242.11 - - 1,941.77 (7.72) 1,934.05 8,308.05 -
improvements
Total - 10,252.51 - (10.40) 10,242.11 - - 1,941.77 (7.72) 1,934.05 8,308.05 -
c) Intangible Assets
In Rs. Lakhs
Sl. Intangible Assets - Gross Block Accumulated Depreciation Net Block
No. Owned/ Acquired Balance as Additions Disposals/ Balance as Balance as Amortisation Elimination Balance as Balance as Balance as
at April 1, Adjustments at March at April 1, Expense for on Disposal/ at March 31, at March 31, at March
2019 31, 2020 2019 the year Adjustments 2020 2020 31, 2019
of Assets
1 Software 4,740.85 220.47 - 4,961.32 2,953.41 933.19 - 3,886.60 1,074.72 1,787.44
Total 4,740.85 220.47 - 4,961.32 2,953.41 933.19 - 3,886.60 1,074.72 1,787.44
Investments in Subsidiaries
Particulars As at March 31, 2021 As at March 31, 2020
Holding Cost Holding Cost
(in shares) In Rs. Lakhs (in shares) In Rs. Lakhs
CAMS Insurance Repository Services Limited 4,541,670 3,631.35 4,541,670 3,631.35
CAMS Investor Services Private Limited 745,000 2,507.00 745,000 2,507.00
Sterling Software Private Limited 509,461 13,500.00 509,461 13,500.00
CAMS Financial Information services Private Limited 4,499,999 450.00 2,499,999 250.00
CAMS Payments Services Private Limited 24,999,900 2,499.99 - -
Total 22,588.34 19,888.35
Note: 18 Provisions
Particulars As at March 31, 2021 As at March 31, 2020
Current Non Current Current Non Current
In Rs. Lakhs In Rs. Lakhs In Rs. Lakhs In Rs. Lakhs
Provision for employee benefits:
Provision for Gratuity (net) 42.50 563.78 36.38 408.20
Provision for other employee benefits 1,191.09 - 850.39 -
Provision - Others:
Provision for claims - 6,500.00 - 6,500.00
Total 1,233.59 7,063.78 886.77 6,908.20
Others:
The Company makes contribution for Employee State Insurance and National Pension Scheme for its employees. All
such contributions are deposited with the Government. The Company also contributes to Superannuation Fund and
Pension Fund for its employees who have been contributing to such funds.
During the year, the Company recognised the following amounts in the Statement of Profit or Loss (included in Note 21:
Employee Benefit Expenses.
Particulars 2020-21 2019-20
Contribution to Provident Fund 399.09 438.48
Contribution to Employee State Insurance 132.00 157.55
Contribution to Superannuation Fund 18.76 20.34
Contribution to Pension Fund 420.96 444.15
Contribution to National Pension Scheme 30.01 32.56
Total 1,000.82 1,093.08
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act 1972. This gratuity
plan entitles an employee, who has rendered at least 5 years of continuous service to gratuity, at the rate of 15 days
wages for every completed year of service or part thereof in excess of 6 months, based on the rate of wages last drawn
by the employee concerned.
A. Funding
The gratuity plan is fully funded by the Company. The funding requirements are based on a separate actuarial
valuation within the framework set out in the funding policies of the plan. Employees do not contribute to the plan.
Particulars As at As at
March 31, 2021 March 31, 2020
Non-Current 2,101.05 1,863.37
Current 183.49 162.04
Total 2,284.54 2,025.41
C. Expenses recognised
i. In Statement of Profit or Loss
Particulars 2020-21 2019-20
Current service cost 262.29 244.09
Net interest expense 2.33 1.77
Total 264.63 245.86
D. Plan Assets
Plan assets comprise of the following:
Particulars As at As at
March 31, 2021 March 31, 2020
Funds managed by Insurers 100% 100%
31-Mar-20
Discount rate (1% movement) 1,864.89 2,209.68
Future salary growth (1% movement) 2,199.77 1,869.43
Attrition rate (1% movement) 2,013.00 2,027.88
Mortality rate (1% movement) 2,025.71 2,025.10
Although the analysis does not take into account the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will
result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the
value of the liability (as shown in financial statements).
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan
participants from the rate of increase in salary used to determine the present value of obligation will have a
bearing on the plan’s liability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the
liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the
assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,
1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity pay-outs
(e.g. Increase in the maximum limit on gratuity of Rs. 20,00,000).
Asset Liability Mismatching or Market Risk: The duration of the liability is longer compared to duration of
assets, exposing the Company to market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment.
III. Other long term employee benefits - Compensated absences (Leave encashment):
A. Funding
The leave encashment plan is fully funded by the Company. The funding requirements are based on a separate
actuarial valuation within the framework set out in the funding policies of the plan. Employees do not contribute to
the plan.
Particulars As at As at
March 31, 2021 March 31, 2020
Particulars As at As at
March 31, 2021 March 31, 2020
Non-Current 487.70 423.05
Current 56.51 51.30
Total 544.21 474.35
C. Expenses recognised
i. In Statement of Profit or Loss
Particulars 2020-21 2019-20
Current service cost 105.89 75.47
Net interest expense (1.26) (0.07)
Return on plan assets excluding interest income 20.10 -
Actuarial (gains)/ losses 1.56 (1.21)
Total 126.29 74.18
D. Assets
Plan assets comprise of the following:
Particulars As at As at
March 31, 2021 March 31, 2020
Funds managed by Insurers 100% 100%
Although the analysis does not take into account the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.
iii. Expected Contribution during the next annual reporting year
The Company’s best estimate of Contribution during the next year is Rs. 164.00 lakhs
iv. Maturity Profile of Defined Benefit Obligation
As at March 31, 2021, the weighted average duration of the defined benefit obligation was 8 years
Weighted average duration (based on discounted cashflows) Indian Rupees
(INR)
1 year 56.51
2 to 5 year 206.93
6 to 10 year 238.43
More than 10 year 546.01
The board of directors at its meeting held on 25 May 2021 have proposed a final dividend of Rs. 11.84 per equity share,
subject to approval by shareholders at ensuing annual general meeting.
Note 29: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises
Development Act, 2006
The Management has identified enterprises which have provided goods and services to the Company and which qualify under
the definition of micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act,
2006. Accordingly, the disclosure in respect of amounts payable to such enterprises as at March 31, 2021 has been made
based on the information available with the Company. Further, in the view of the Management, the impact of interest, if any,
that may be payable in accordance with the Act is not expected to be material. The Company has not received any claim for
interest from any supplier under this Act.
The information has been determined to the extent such parties have been identified on the basis of information available with
the Company. Auditors have placed reliance on such information provided by the Management.
Particulars As at As at
March 31, 2021 March 31, 2020
Principal amount remaining unpaid to MSME suppliers as at the end of the year 28.16 67.93
Interest due on unpaid principal amount to MSME suppliers as at the end of the year - -
Amount of interest paid along with the amounts of the payment made to the MSME suppliers - -
beyond the appointed day
Amount of interest due and payable for the year (without adding the interest under the Act) - -
Amount of interest accrued and remaining unpaid as at the end of the year - -
Amount of further interest due and payable even in the succeeding year, until such date when the - -
interest dues as above are actually paid
** HDFC Bank Ltd will not be classified as related parties exercising significant influence over the company from 1 October 2020
consequent to the Shareholder Agreement ceasing to be in existence and listing of the company on the above date.
III. Subsidiaries:
Particulars Nature of relationship
CAMS Insurance Repository Services Limited Wholly owned subsidiary
CAMS Investor Services Private Limited Wholly owned subsidiary
Sterling Software Private Limited Wholly owned subsidiary
CAMS Financial Information Services Private Limited Wholly owned subsidiary
CAMS Payment Services Private Limited Wholly owned subsidiary
Sterling Software (Deutschland) GmbH Wholly owned subsidiary of Sterling Software Private Limited
The Company has entered into operating lease agreements for office spaces and printers/photocopiers.
During the year, the Company has given some of the premises on sublease basis to its subsidiaries and vice versa. Ind AS 116
requirements have not been applied by treating them as short term leases as the lease term for these contracts are perpetual.
B. Lease Liability:
Particulars As at As at
March 31, 2021 March 31, 2020
Opening balance 8,558.16 -
Initial recognition / additions during the year 1,104.17 9,823.30
Interest expenses for the year 706.39 804.94
Lease payments during the year (1,988.88) (2,067.17)
(Derecognition)/ Adjustments during the year (1,077.19) (2.90)
Closing balance 7,302.65 8,558.16
E. Extension Options
Some leases for office spaces contain extension options exercisable by the Company for an additional period ranging
between 11 months to 5 years. Where practicable, the Company seeks to include extension options in new leases to
provide operational flexibility. The extension options held are exercisable only by the Company and not by the lessors. The
Company assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The
Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant
changes in circumstances within its control.
I. Definition of a lease
At inception of the contract, the Company assesses whether a contract is, or contains, a lease. Under Ind AS 116, a
contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time, in
exchange for consideration.
II. As a lessee
For measuring the lease liabilities, the Company has discounted lease payments using MCLR rate provided by its
bankers, which is 8.25%.
The Company has used the following practical expedients while applying Ind AS 116 to leases previously classified
as operating lease:
i. The Company did not recognise Right of Use Assets and liabilities for leases of low value assets (eg. Printers
and photocopiers).
iii. The Company applied the exemption not to recognise right-of-use assets and liabilities for leases with less than
12 months of lease term.
iv. The Company has used a single discount rate to a portfolio of leases with reasonably similar characteristics
C. Contract Balances
The following table provides information about contract assets and liabilities from contracts with customers.
The contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at
the reporting date for services rendered. The contract assets are transferred to receivables when the rights become
unconditional. This usually occurs when the Company issues an invoice to the customer.
The contract liabilities includes income received in advance and pending to be recognized as income since obligation
is yet to be performed and invoice raised against unearned revenue.
Note 35: Financial Instruments and Risk Management (Ind AS 32 and 109)
(Rs. in Lakhs, unless otherwise stated)
A. Categories of Financial Instruments
I. Financial Assets
Particulars As at As at
March 31, 2021 March 31, 2020
Measured at fair value through profit or loss (FVTPL)
- Investments in mutual funds 13,582.68 19,754.63
- Investment in Government Securities 53.07 53.30
Total 13,635.75 19,807.93
Particulars As at As at
March 31, 2021 March 31, 2020
Measured at amortised cost
- Trade receivables 2,414.49 2,624.02
- Cash and Cash Equivalents 1,408.03 2,050.31
- Bank balances other than cash and cash equivalents 12,801.72 1,893.77
- Investment in subsidiaries at cost 22,588.34 19,888.35
- Loans 1,299.97 1,065.35
- Others 233.51 584.22
Total 40,746.06 28,106.02
I. Credit Risk:
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instruments fails
to meet its contractual obligations, and arises principally from the Company’s receivables from customers and
cash and cash equivalents. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as
concentration risk.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of
trade and other receivables. The management uses a simplified approach for the purpose of computation of
expected credit losses for trade receivables and an impairment analysis is performed at each reporting date.
The management has established a credit policy under which each new customer is analysed individually for
credit worthiness before the standard payment and delivery terms and conditions are offered. Credit period
varies from customers to customers and it starts from 10 days. The Company review includes external ratings,
customer’s credit worthiness, if they are available, and in some cases, bank references.
The Company’s customer base comprises of various mutual fund houses and corporates having sound financial
condition. An impairment analysis is performed at each reporting date for invoice wise receivables balances.
Financial assets for which loss allowance is measured using lifetime expected credit losses:
Particulars As at As at
March 31, 2021 March 31, 2020
Trade receivables 2,596.76 2,725.42
Security deposits 1,362.03 1,012.35
31-Mar-20
Financial liabilities:
- Trade Payables 3,658.38 3,658.38 3,658.38 -
- Unpaid Dividend - - - -
- Lease Liabilities 8,558.16 8,558.16 2,130.86 6,427.30
12,216.54 12,216.54 5,789.24 6,427.30
The following are the remaining contractual cash flows for financial assets at the reporting date. All amounts are
gross and undiscounted.
Particulars Carrying Contractual cash flows
Amount
Total Less than More than 1
1 year year
31-Mar-21
Financial assets:
- Trade receivables 2,414.49 2,414.49 2,414.49 -
- Cash and cash equivalents 1,408.03 1,408.03 1,408.03 -
- ank balances other than cash and cash
B 12,801.72 12,801.72 12,801.72 -
equivalents
- Investments * 13,635.75 13,635.75 13,582.68 53.07
- Loans 1,299.97 1,299.97 401.15 898.82
- Other Financial asset 233.51 233.51 233.51 -
31,793.47 31,793.47 30,841.58 951.89
31-Mar-20
Financial assets:
- Trade receivables 2,624.02 2,624.02 2,624.02 -
- Cash and cash equivalents 2,050.31 2,050.31 2,050.31 -
- ank balances other than cash and cash
B 1,893.77 1,893.77 1,893.77 -
equivalents
- Investments * 19,807.93 19,807.93 19,754.63 53.30
- Loans 1,065.35 1,065.35 57.02 1,008.33
- Other Financial asset 584.22 584.22 564.22 20.00
28,025.60 28,025.60 26,943.97 1,081.63
* Investments does not include investment in subsidiaries which are measured at amortized cost
(ii)
Price Risk
Exposure
Price risk is the risk that the value of the financial instrument will fluctuate as a result of changes in market
prices and related market variables including interest rate for investments in debt oriented mutual funds and
debt securities, caused by factors specific to an individual investment, its issuer and market. The Company’s
exposure to price risk arises from diversified investments in mutual funds and classified in the balance sheet at
fair value through profit or loss.
Sensitivity Analysis
The table below summarises the impact of increases/decreases of the Net Asset Value (NAV) on the
Company’s investment in Mutual fund and profit for the period. The analysis is based on the assumption that
the NAV increased by 5% or decreased by 5% with all other variables held constant, and that all the Company’s
investments in mutual funds moved in line with the NAV.
The key inputs used in measurement of fair values at the grant date of share options are as follows:
Particulars Batch 1 Batch 2
CXOs Others
Fair value per share of the option (in Rs.) 355.01 338.40 575.01
Share price at grant date 717.80 717.80 1,234.00
Exercise price 614.70 614.70 717.80
Expected volatility 47.90% 47.70% 18.38%
Expected life of the option 5.1 years 4.5 years 4.5 years
Dividend yield 1.80% 1.80% 1.90%
Risk free interest rate per annum 7.50% 7.30% 5.35%
Expect volatility and term of the options are based on an evaluation of the historical prices at which the Company’s shares
were acquired by its investors. The expected term of the instruments is based on general option holder behaviour.
Batch 1
Particulars As at March 31, 2021 As at March 31, 2020
Weighted average Number of options Weighted average Number of options
exercise price exercise price
Outstanding at April 1 614.70 236,587 - -
Granted during the period - - 614.70 248,995
Exercised during the period 614.70 31,038 - -
Lapsed during the period 614.70 10,186 614.70 12,408
Outstanding at March 31 614.70 195,363 614.70 236,587
Exercisable at March 31 614.70 42,229 614.70 38,649
Batch 2
Particulars As at March 31, 2021 As at March 31, 2020
Weighted average Number of options Weighted average Number of options
exercise price exercise price
Outstanding at April 1 - - - -
Granted during the period 717.80 433,908 - -
Exercised during the period - - - -
Lapsed during the period - - - -
Outstanding at March 31 717.80 433,908 - -
Exercisable at March 31 - - - -
The remuneration disclosed above has been reimbursed by the selling shareholder and hence does not reflect as charge in
Company’s Statement of Profit and Loss.
II. Contingent liabilities and capital commitments (to the extent not provided for)
Particulars As at As at
March 31, 2021 March 31, 2020
Estimated amount of contracts remaining to be executed on capital account and not 644.32 0.48
provided for
Income Tax matters 159.07 1,420.57
On account of processing errors 32.56 129.00
Others 17.80 17.80
Total 853.75 1,567.85
There are no other amounts required to be disclosed as contingent liabilities on account of pending litigations, other than
the above.
There are no contingent assets resulting from the aforesaid litigation.
There has been no material change in the controls or processes followed in the closing of the financial statements of the
Company. The Company has assessed the impact of the pandemic on its operations, its liquidity and its assets including the
value of its investments and trade receivables as at March 31, 2021. The management does not, at this juncture, believe
that the impact on the value of the Company’s assets is likely to be material. However, since the revenue of the Company is
ultimately dependent on the value of the assets it services and volume of transaction it handles, changes in market conditions
may have an impact on the operations of the Company. Since the situation is rapidly evolving, its effect on the operations of
the Company may be different from that estimated as at the date of approval of these financial statements. The Company will
continue to closely monitor material changes in markets and future economic conditions.
Note 42:
The Company has completed its initial Public Offering (IPO) of 1,82,46,600 equity shares of face value of Rs.10/- each for
cash at an issue price of Rs.1,230/- per equity share through offer for sale by existing shareholder. As the IPO was through
an Offer for Sale, the Company did not receive any proceeds from the offer. The equity shares of the Company were listed on
BSE Limited on October 1, 2020 and National Stock Exchange from May 7, 2021.
Particulars Rate
Tax at Statutory Rate 25.2%
Expenses Not deductible 0.4%
Exempt / Non Taxable (Income) / Expenses 0.1%
Income Taxable at lower rate -0.4%
Timing difference disallowances 0.7%
Others (incl. Tax Incentives) -3.5%
Deferred tax asset -0.7%
Total 21.8%
Note 44:
Based on the current assessment of the long-term contracts in the ordinary course of business, the Company has made
adequate provision for losses wherever required. The Company has not entered into any derivative contracts during the year.
Note 45:
Comparative figures have been regrouped/ reclassified wherever necessary to correspond with the current year’s classification
/ disclosure.
Note 46:
All figures reported in the financials statements and related notes are rounded off to nearest lakh.
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
1. Opinion
We have audited the accompanying Consolidated Ind AS financial statements of Computer Age Management Services
Limited (“the Holding Company”),its subsidiary companies (together referred as “Group”) which comprise the Consolidated
Balance Sheet as at March 31, 2021, and the Consolidated Statement of Profit and Loss (including other comprehensive
income), the Consolidated Cash Flow statement and the statement of changes in Equity for the year then ended, and a
summary of significant accounting policies and other explanatory information (hereinafter referred to as “Consolidated Ind
AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated
Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India, of their consolidated state of affairs of the Group
as at March 31, 2021, of consolidated profit, consolidated changes in equity and its consolidated cash flows for the year
then ended.
S. Key Audit Matter Our audit procedures related to Key Audit Matter
No.
1 The holding company generates revenue primarily from data • Evaluating the design of controls and operating
processing services, customer care services and other allied effectiveness of the relevant key controls with respect to
services to its customers. revenue recognition;
Revenue is the most significant account in the Statement of Profit • Evaluated the appropriateness of recognition of revenue
and Loss. based on the requirements of Ind AS 115.
Revenue is recognised in accordance with the agreed terms • Performing substantive testing on samples selected
and conditions of the contract with the respective customers for revenue transactions recorded during the year by
and when it meets the recognition criteria as per Ind AS 115 on verifying the underlying documentation/ records;
“Revenue from contracts with customers”.
• Testing and evaluating the general information technology
i) The revenue recognition process of the Holding Company is controls and key application controls surrounding
dependent on complex information technology systems. revenue recognition;
S. Key Audit Matter Our audit procedures related to Key Audit Matter
No.
ii) There exists a risk of revenue not being recognised: • Testing on a sample basis, specific revenue transactions
recorded before and after the financial year end date to
a)
in proportion to the service performed by the holding check revenue recognition in the correct financial period;
company and
b)
on a basis which is inconsistent with the contractual • Carrying out year on year variance analysis on revenue
terms agreed with the client. recognised during the year to identify unusual variance.
4. Emphasis of Matter
We draw attention to Note No.41 of the Statement wherein the Group has disclosed its Assessment of the Covid-19
pandemic. As mentioned therein, the assessment of the Management does not indicate any material effect on the carrying
value of its assets and liabilities of the group on the reporting date or any adverse change in the ability of the group to
continue as a Going Concern. The assessment of the Management is dependent on the circumstances as they evolve
considering the uncertainties prevailing in the economic situation.
5. Information Other than the Financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to
Board’s Report, Business Responsibility Report, Corporate Governance Report and Shareholder’s Information, but does
not include the Consolidated Ind AS financial statements and our auditor’s report thereon.
Our opinion on the Consolidated Ind AS Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Ind AS Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Ind
AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the
Holding Company, as aforesaid.
In preparing the consolidated Ind AS financial statements, the respective Board of Directors of the companies included in
the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial
reporting process of the Group.
7. Auditor’s Responsibilities for the Audit of the Consolidated Ind AS financial statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Ind AS financial statements as a
whole are free from material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
a) Identify and assess the risks of material misstatement of the Consolidated Ind AS financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatements
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Holding Company and its subsidiaries incorporated in India has adequate
internal financial controls system in place and the operating effectiveness of such controls.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
d) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated Ind AS
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Group to cease to continue as a going concern.
e) Evaluate the overall presentation, structure, and content of the Consolidated Ind AS financial statements, including
the disclosures, and whether the Consolidated Ind AS financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.
f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the Consolidated Ind AS financial statements. We are responsible for
the direction, supervision, and performance of the audit of the financial statements of such entities included in the
Consolidated Ind AS financial statements of which we are the independent auditors. For the other entities included
in the Consolidated Ind AS financial statements, which have been audited by other auditors, such other auditors
remain responsible for the direction, supervision, and performance of the audits carried out by them. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the
Consolidated Ind AS financial statements of which we are the independent auditors regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Consolidated Ind AS financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
8. Other Matters
We did not audit the financial statements of the foreign subsidiary, whose financial statements reflect total assets of
Rs. 66.98 lakhs as at 31st March, 2021, total revenues of Rs. 41.04 lakhs and net cash inflow amounting to Rs. 55.34
lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements
have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the
subsidiary, and our report in terms of sub-sections (3) of Section 143 of the Act, insofar as it relates to the aforesaid
subsidiary, is based solely on the reports of the other auditors.
Our opinion on the Consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements
below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the
other auditor.
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid Consolidated Ind AS financial statements.
b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated Ind
AS financial statements have been kept so far as it appears from our examination of those books and the reports of
the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow
Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose
of preparation of the consolidated Ind AS financial statements.
d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards
specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors of the Group as on 31st March, 2021 taken
on record by the Board of Directors of the respective companies, none of the directors of the Group is disqualified
as on 31st March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of internal financial controls over financial reporting of the Group and the operating
effectiveness of such controls, refer to our separate report in “Annexure A”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid
by the Group to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
(i) The Group has disclosed the impact of pending litigations on its financial position in its Consolidated Ind AS
financial statements – Refer Note 40 to the Consolidated Ind AS financial statements.
(ii) The Group did not have any long-term contracts including derivative contracts for which there were any material
foreseeable losses.
(iii) The group is not required to transfer any amount to the Investor Education and Protection Fund..
Sd/-
P. Babu
Partner
Place: Chennai. Membership No.203358
Date: May 25, 2021 UDIN: 21203358AAAAJB4481
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of
the Companies, Act, 2013 (“the Act”)
In conjunction with our audit of the Consolidated Ind AS financial statements of the Holding Company as of and for the year
ended March 31, 2021, we have audited the internal financial controls over financial reporting of Computer Age Management
Services Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies, which are companies
incorporated in India (the Holding Company and its Indian subsidiaries together referred to as “the Group”), as of that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the “Guidance Note”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under
section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by
the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditors in terms of their
reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion
on the Group’s internal financial controls system over financial reporting.
Opinion
In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all
material respects, an adequate internal financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting
criteria established by the group considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
Sd/-
P. Babu
Partner
Place: Chennai. Membership No.203358
Date: May 25, 2021 UDIN: 21203358AAAAJB4481
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary
The Company was incorporated on May 25, 1988 and (i) Certain financial assets and liabilities,
approved to act as Registrar and Transfer Agents to
(ii) Net defined benefit asset / (liability) and
Asset Management Companies by Securities and
Exchange Board of India (SEBI).
(iii) Equity settled share-based payments.
The Company had converted to Public Limited Company
D. Use of estimates and judgements
with effect from 27th September 2019. The Corporate
Identity Number (CIN) issued by Registrar of companies, The preparation of the consolidated financial statements
Chennai, Tamil Nadu is L65910TN1988PLC015757. in conformity with Ind AS requires that management
make judgments, estimates and assumptions that
During the year, the Company has completed its Initial affect the application of accounting policies and the
Public Offering (IPO) through an offer for sale of equity reported amounts of assets, liabilities and disclosures
shares. The equity shares of the Company were listed of contingent assets and liabilities as of the date of the
on BSE Limited on 1st October 2020 and on National consolidated financial statements and the income and
Stock Exchange with effect from 7th May 2021. expense for the reporting period. The Management
believes that these estimates are prudent and
The consolidated financial statements were approved reasonable and are based upon the Management’s
by the Company’s Board of Directors on 25th May 2021. best knowledge of current events and actions as on
each reporting date. Actual results could differ from
2. Basis of preparation those estimates. Appropriate changes in estimates are
made as the Management becomes aware of changes
A. Statement of Compliance
in circumstances surrounding the estimates. Changes
The Consolidated financial statements have been in estimates are reflected in the consolidated financial
prepared in accordance with Indian Accounting statements in the period in which changes are made
Standards (Ind AS) as per the Companies (Indian and, if material, their effects are disclosed in the notes
Accounting Standards) Rules, 2015 notified under to the consolidated financial statements.
Section 133 of Companies Act, 2013, (the ‘Act’) and the
guidelines issued by SEBI. Judgements
Information about judgements made in applying
Accounting policies have been consistently applied accounting policies that have the most significant effects
except where a newly issued accounting standard is on the amounts recognised in the consolidated financial
initially adopted or a revision to an existing accounting statements is included in the following notes:
standard requires a change in the accounting policy
hitherto in use. Note 3(b) – Revenue Recognition
Note 3(c) – Classification of financial assets; assessment
B. Functional and Presentation currency of business model within which the assets are held
Indian Rupee (`) is the Group’s functional currency and and assessment of whether the contractual terms of
the currency of the primary economic environment in financial assets are solely payment of principal and
which the Group operates. Accordingly, the management interest on principal amount outstanding
Note 3(g) – Leases: Whether an arrangement contains (v) Share based payments
a lease; assessment of lease term The Group initially measures the cost of equity settled
transactions with employees using the Black Scholes
Assumptions and estimation uncertainties model to determine the fair value of the options granted.
Information about assumptions and estimation Estimating the fair value of the share options granted
uncertainties that have a significant risk of resulting in a require determination of the most appropriate valuation
material adjustment in the year ending 31st March 2021 model, which is dependent on the terms and conditions
is included in the following notes: of the grant. This estimate also requires determination
of the most appropriate inputs to the valuation model
(i) Fair value measurement of financial instruments including the expected life of the share option, volatility
When the fair value of financial assets and financial and dividend yield and making assumptions about
liabilities recorded in the balance sheet cannot them. The assumptions and models used for estimating
be derived from active markets, their fair value is the fair value for the share based payment transactions
determined using valuation techniques including the are disclosed in Note 36.
discounted cash flow model. The inputs to these models
are taken from observable markets where possible. (vi) Defined benefit plans
Where this is not feasible, a degree of judgement is The obligation from defined benefit plan is determined
required in establishing fair values. The judgement using actuarial valuations. An actuarial valuation
includes considerations of inputs such as liquidity risk, involves making assumptions that may differ from
credit risk and volatility. Further details about fair value actual developments in the future. These include
measurements are disclosed in Note 35. the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities
(ii) Impairment of financial assets involved in the valuation and its long term nature, a
The Group estimates Lifetime expected credit loss defined benefit obligation is highly sensitive to changes
allowance is computed based on historical payment in these assumptions. All assumptions are reviewed at
patterns, customer credit worthiness, and customer each reporting date. Details about the defined benefit
concentrations, adjusted for forward looking information obligations are disclosed in Note 26.
on collection. Further details about the expected credit
loss allowance are disclosed in Note 35. (vii) Provisions and contingencies
The Group estimates the provisions that have present
(iii) Useful life and residual value of property, plant and obligations as a result of past events, and it is probable
equipment and intangible assets that outflow of resources will be required to settle the
Useful lives of property, plant and equipment are obligations. These provisions are reviewed at the end
taken as prescribed in Schedule II of the Act. In of each reporting date and are adjusted to reflect the
case of intangible assets, useful life is estimated by current best estimates.
management taking into account the nature of the asset
and the estimated usage of the asset. Residual value The Group uses significant judgement to disclose
is estimated by management at the time the asset is contingent liabilities. Contingent liabilities are disclosed
acquired and reviewed periodically, including at each when there is a possible obligation arising from past
financial year end. events, the existence of which will be confirmed only
by the occurrence or non-occurrence of one or more
(iv) Impairment of non-financial assets uncertain future events not wholly within the control of
The determination of recoverable amounts of the the Group or a present obligation that arises from past
cash generating units assessed in an impairment test events where it is either not probable that an outflow
requires the Group to estimate their fair values net of resources will be required to settle the obligation,
of disposal costs as well as their value-in-use. The or a reliable estimate of the amount cannot be made.
assessment of value-in-use requires assumptions to be Contingent assets are neither recognised nor disclosed
made with respect to the operating cash flows of the in the consolidated financial statements.
cash generating unit as well as discount rates.
(viii) Income taxes possible. If the inputs used to measure the fair value
The Group establishes provisions based on reasonable of an asset or a liability fall into different levels of the
estimates, for possible consequences of assessment by fair value hierarchy, then the fair value measurement
the tax authorities of the jurisdiction in which it operates. is categorised in its entirety in the same level of the
The amount of provision is based on various factors fair value hierarchy as the lowest level input that is
such as experience of previous tax assessments and significant to the entire measurement.
differing interpretations of tax laws by the taxable entity
and the responsible tax authority. The Group assesses F. Standards issued but not effective
the probability of litigation and subsequent cash outflow Ministry of Corporate Affairs (“MCA”) notifies new
with respect to taxes. standard or amendments to the existing standards.
There is no such notification which would have been
A deferred tax asset is recognized to the extent that it applicable from 1st April 2021.
is probable that future taxable profit will be available
against which the deductible temporary differences G. Classification of assets and liabilities as
and tax losses can be utilized. Accordingly, the current and non-current
Group exercises its judgement to reassess the carrying The Group presents assets and liabilities in the balance
amount of deferred tax assets at the end of each sheet based on current/ non-current classification.
reporting period.
An asset is treated as current when it is:
E. Measurement of fair values
Fair value is the price that would be received from • Expected to be realized or intended to be sold or
sale of an asset or paid to transfer a liability in an consumed in normal operating cycle,
orderly transaction between market participants at the
measurement date. The fair value measurement is • Held primarily for the purpose of trading,
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either: • Expected to be realized within twelve months after
the reporting period, or
• In the principal market for the asset or liability; or
• Cash or cash equivalent unless restricted from
• In the absence of a principal market, in the most being exchanged or used to settle a liability for at
advantageous market for the asset or liability. least twelve months after the reporting period.
The principal or most advantageous market must be All other assets are classified as non-current.
accessible to/ by the Group.
A liability is current when:
Fair values are categorised into different levels in a
fair value hierarchy based on the inputs used in the • It is expected to be settled in normal operating
valuation techniques as follows. cycle,
- Level 1: quoted prices (unadjusted) in active markets • It is held primarily for the purpose of trading
for identical assets or liabilities.
• It is due to be settled within twelve months after the
- Level 2: inputs other than quoted prices included in reporting period, or
Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived • There is no unconditional right to defer the
from prices). settlement of the liability for at least twelve months
after the reporting period.
- Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs). All other liabilities are classified as non-current.
When measuring the fair value of an asset or a liability, Deferred tax assets and liabilities are classified as non-
the Group uses observable market data as far as current assets and liabilities.
The operating cycle is the time between the acquisition vi. CAMS Payment Services Private Limited - The entity
of assets for processing and their realisation in cash was incorporated with the object of carrying out the
and cash equivalents. The Group has identified twelve business of payment aggregator. An application was
months as its operating cycle. made to Reserve Bank of India seeking certificate of
registration for commencing the business operations.
3. Significant accounting policies
a) Basis of Consolidation The financial statements of the aforesaid subsidiaries
Subsidiaries have been consolidated as per Ind AS 110 in the
Consolidated Financial Statements.
Subsidiaries are entities controlled by the Group. The
Group controls an entity when it is exposed to, or has
Name of the Subsidiaries Country of Proportion
rights to, variable returns from its involvement with the
Incorporation of ownership
entity and has the ability to affect those returns through Interest (%)
its power over the entity. The financial statements of
CAMS Insurance India 100.00
subsidiaries are included in the consolidated financial
Repository Services
statements from the date on which control commences Limited #
until the date on which control ceases.
CAMS Investor Services India 100.00
Private Limited
The list of subsidiaries of the Group along with their
business profile: CAMS Financial India 100.00
Information Services
i. CAMS Insurance Repository Services Limited - The Private Limited
entity is one of the Insurance Repositories in India Sterling Software Private India 100.00
licensed by Insurance Regulatory and Development Limited
Authority of India (IRDAI). An Insurance Repository Sterling Software Germany 100.00
helps the policy holders to keep the insurance policies in (Deutschland) GmbH *
electronic form. CAMS Insurance Repository Services
CAMS Payment Services India 100.00
Limited is also business solution partner for insurers Private Limited
in India.
# 79% till May 31, 2019, thereafter 100%.
ii. CAMS Investor Services Private Limited - Promoted
* Sterling Software (Deutschland) GmbH, being the immediate
by CAMS, the entity uses technology in processing,
subsidiary of Sterling Software Private Limited has been
storing and retrieving of KYC documents and interface
consolidated in the financial statements of ultimate holding /
capabilities with intermediaries and other KYC parent Company i.e. Computer Age Management Services
Registration Agencies. Limited.
For the purposes of this assessment, ‘principal’ is Cash and cash equivalents comprise cash on hand and
defined as the fair value of the financial asset on initial in banks and demand deposits with banks with original
recognition. ‘Interest’ is defined as consideration for the maturity less than 3 months which can be withdrawn at
time value of money and for the credit risk associated any time without prior notice or penalty on the principal.
with the principal amount outstanding during a particular
For the purposes of the cash flow statement, cash
period of time and for other basic lending risks and
and cash equivalents include cash on hand and cash
costs (e.g. liquidity risk and administrative costs),
in banks.
as well as a profit margin. In assessing whether the
contractual cash flows are solely payments of principal (ii) Financial asset at FVTOCI
and interest, the Group considers the contractual terms
A debt instrument shall be measured at fair value
of the instrument. This includes assessing whether the
through other comprehensive income if both of the
financial asset contains a contractual term that could
following conditions are met:
change the timing or amount of contractual cash flows
such that it would not meet this condition. In making this
• he objective of the business model is achieved by
T
assessment, the Group considers:
both collecting contractual cash flows and selling
− ontingent events that would change the amount
C financial assets and
or timing of cash flows;
• he asset’s contractual cash flow represent SPPI
T
− erms that may adjust the contractual coupon rate,
T debt instruments included within FVTOCI category
including variable interest rate features; are measured initially as well as at each reporting
period at fair value plus transaction costs.
− Prepayment and extension features; and
Fair value movements are recognized in Other
− erms that limit the Group’s claim to cash flows
T Comprehensive Income (“OCI”). However, the Group
from specified assets. recognises interest income, impairment losses &
reversals and foreign exchange gain loss in Profit or (ii) Financial liabilities at FVTPL
Loss. On derecognition of the asset, cumulative gain or A financial liability is classified as at FVTPL if it is
loss previously recognized in OCI is reclassified from classified as held for trading, or it is designated as
OCI to profit and loss. Interest earned is recognized such on initial recognition. Financial liabilities at FVTPL
under the expected interest rate (EIR) model. are measured at fair value and net gains and losses,
including any interest expense, are recognized in the
Currently the Group has not classified any interest Statement of Profit or Loss.
bearing debt instrument under this category.
III) Derecognition
(iii) Equity instruments at FVTOCI and FVTPL
Financial assets
All equity instruments are measured at fair value
other than investment in subsidiaries, joint venture The Group derecognizes a financial asset when the
and associate. Equity instruments held for trading are contractual rights to the cash flows from the financial
classified as FVTPL. For all other equity instruments, asset expire, or it transfers the rights to receive the
the Group may make an irrevocable election to present contractual cash flows in a transaction in which
subsequent changes in the fair value in OCI. The substantially all of the risks and rewards of ownership of
Group makes such election on an instrument-by- the financial asset are transferred or in which the Group
instrument basis. neither transfers nor retains substantially all of the risks
and rewards of ownership and does not retain control of
If the Group decides to classify an equity instrument as the financial asset.
at FVTOCI, then all fair value changes on the instrument,
excluding dividend are recognized in OCI which is not If the Group enters into transactions whereby it transfers
subsequently recycled to Profit or Loss. assets recognized on its balance sheet but retains
either all or substantially all the risks and rewards of
If the Group decides to classify an equity instrument as the transferred assets, the transferred assets are not
at FVTPL, then all fair value changes on the instrument derecognized.
and dividend are recognized in Profit or Loss.
Financial liabilities
Currently the Group has not classified any equity The Group derecognizes a financial liability when its
instrument neither at FVTOCI nor at FVTPL. contractual obligations are discharged or cancelled or
expired.
(iv) Financial assets at FVTPL
FVTPL is a residual category for financial assets. Any The Group also derecognizes a financial liability when
financial asset which does not meet the criteria for its terms are modified and the cash flows under the
categorization as at amortized cost or as FVTOCI, is modified terms are substantially different. In this case,
classified as FVTPL. In addition the Group may elect a new financial liability based on the modified terms is
to designate the financial asset, which otherwise meets recognized at fair value. The difference between the
amortized cost or FVTOCI criteria, as FVTPL if doing carrying amount of the financial liability extinguished
so eliminates or significantly reduces a measurement or and the new financial liability with modified terms is
recognition inconsistency. recognized in the Statement of Profit or Loss.
loss allowance based on lifetime ECLs at each reporting could still be subject to enforcement activities in order
date, right from its initial recognition. For recognition to comply with the Group’s procedures for recovery of
of impairment loss on other financial assets and risk amounts due.
exposure, the Group determines that whether there has
been a significant increase in the credit risk since initial (ii) Impairment of equity investments measured at cost
recognition. If credit risk has not increased significantly, Investments which are measured at cost are tested
12-month ECL is used to provide for impairment loss. for impairment at the end of each reporting period.
However, if credit risk has increased significantly, Any impairment loss is recognized in the statement
lifetime ECL is used. If in subsequent period, credit of profit and loss, if the amount of impairment loss
quality of the instrument improves such that there decreases subsequently then the previously recognized
is no longer a significant increase in credit risk since impairment loss is reversed in the statement of profit
initial recognition, then the entity reverts to recognizing and loss.
impairment loss allowance based on 12 month ECL.
Lifetime ECLs are the expected credit losses resulting (iii) Impairment of non-financial assets
from all possible default events over the expected life of
At each reporting date, the Group reviews the carrying
a financial instrument. The 12 month ECL is a portion of
amounts of its non-financial assets (other than deferred
the lifetime ECL which results from default events that
tax assets) to determine whether there is any indication of
are possible within 12 months after the reporting date.
impairment. If any such indication exists, then the asset’s
Measurement of expected Credit Losses recoverable amount is estimated. For impairment testing,
assets are grouped together into the smallest group of
ECL is the difference between all contractual cash
assets that generates the cash inflows from continuing
flows that are due to the Group in accordance with the
use that are largely independent of the cash inflows of
contract and all the cash flows that the entity expects to
other assets or Cash Generating Units (‘CGU’). The
receive (i.e. all shortfalls), discounted at the original EIR.
recoverable amount of a CGU (or an individual asset) is
When estimating the cash flows, an entity is required
the higher of its value in use and its fair value less costs
to consider:
to sell.
• All contractual terms of the financial instrument
Value in use is based on the estimated future cash
(including prepayment, extension etc.) over the
flows, discounted to their present value using a pre-tax
expected life of the financial instrument. However,
discount rate that reflects current market assessments
in rare cases when the expected life of the financial
of time value of money and the risks specific to the CGU
instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual (or the asset). Where it is not possible to estimate the
term of the financial instrument. recoverable amount of the individual asset, the Group
estimates the recoverable amount of the CGU to which
• Cash flows from the sale of collateral held or the asset belongs. An impairment loss is recognized if
other credit enhancements that are integral to the the carrying amount of an asset or CGU exceeds its
contractual terms. recoverable amount.
Presentation of allowance for expected credit Impairment loss in respect of assets except goodwill
losses in the balance sheet is reversed only to the extent that the assets carrying
amount does not exceed the carrying amount that
Loss allowances for financial assets measured at
would have been determined, net of depreciation or
amortized cost are deducted from the gross carrying
amount of the assets. amortization, if no impairment loss had been recognized
in prior years. A reversal of impairment loss is recognized
Write-off immediately in the Statement of Profit or Loss.
Cost of an item of property, plant and equipment depreciated. Depreciation is not recorded on capital
comprises its purchase price, including import duties working-progress until construction and installation is
and non-refundable purchase taxes, after deducting completed and assets are ready for its intended use.
trade discounts and rebates, any directly attributable
cost of bringing the item to its working condition for The estimated useful lives of items of property, plant
its intended use and estimated costs of dismantling and equipment for the current and comparative periods
and removing the item and restoring the site on are as follows:
which it is located. Repairs and maintenance costs
are recognised in the Statement of Profit and Loss Asset Block Management estimate of
when incurred. useful life
Building 60 years
The cost of a self-constructed item of property, plant
Computers 3 to 6 years
and equipment comprises the cost of materials, direct
labor and any other costs directly attributable to bringing Air Conditioners 15 years
the item to working condition for its intended use, and Office Equipment 5 years
estimated costs of dismantling and removing the item Electrical Fittings 10 years
and restoring the site on which it is located.
Furniture & Fixtures 10 years
Advances paid towards the acquisition of property, plant
and equipment outstanding at each Balance Sheet Depreciation method, useful lives and residual values
date is classified as capital advances under other non- are reviewed at each financial year-end and adjusted
current assets and the cost of assets not ready to use if appropriate. Based on technical evaluation and
before such date are disclosed under ‘Capital work-in- consequent advice, the management believes that its
progress’. estimates of useful lives as given above best represent
the period over which management expects to use
If significant parts of an item of property, plant and these assets.
equipment have different useful lives, then they are
accounted for as separate items (major components) of Depreciation on additions (disposals) is provided on a
property, plant and equipment. pro-rata basis i.e. from (upto) the date on which asset is
ready for use (disposed of).
The cost and related accumulated depreciation are
eliminated from the consolidated financial statements f) Intangible assets
upon sale or retirement of the asset and the resultant Initial recognition and measurement
gains or losses are recognized in the Statement of Profit Intangible assets acquired separately are stated at cost
and Loss. of acquisition net of recoverable taxes, accumulated
amortization and impairment losses, if any. Such costs
Any gain or loss on disposal of an item of property, plant include purchase price, borrowing cost, and any cost
and equipment is recognized in the Statement of Profit directly attributable to bringing the asset to its working
or Loss. condition for the intended use, net charges on foreign
exchange contracts and adjustments arising from
Subsequent expenditure
exchange rate variations attributable to the intangible
Subsequent expenditure is capitalised only if it is assets.
probable that the future economic benefits associated
with the expenditure will flow to the Group. Research costs are expensed as incurred. Software
product development costs are expensed as incurred
Depreciation unless technical and commercial feasibility of the project
Depreciation is calculated on cost of items of property, is demonstrated, future economic benefits are probable,
plant and equipment less their estimated residual values the Group has an intention and ability to complete and
over their estimated useful lives using the straight line use or sell the software, and the costs can be measured
method and is recognized in the Statement of Profit reliably. The costs which can be capitalized include the
and Loss except assets individually costing less than cost of material, direct labour and overhead costs that
Rupees five thousand which are fully depreciated in are directly attributable to preparing the asset for its
the year of purchase / acquisition. Freehold land is not intended use.
Subsequent expenditure (iii) The Group has the right to direct the use of
Subsequent expenditure is capitalised only when it the asset.
increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure, Initial Recognition
including expenditure on internally generated goodwill The Group recognises a right-of-use asset and a lease
and brands, is recognized in the Statement of Profit or liability at the lease commencement date. The right-of-
Loss as incurred. use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any
Amortization lease payments made at or before the commencement
Amortization is calculated to write off the cost of date, plus any initial direct costs incurred and an estimate
intangible assets less their estimated residual values of costs to dismantle and remove the underlying asset
over their estimated useful lives using the straight-line or to restore the underlying asset or the site on which it
method and is included in depreciation and amortization is located, less any lease incentives received.
in Statement of Profit and Loss.
Certain lease arrangements includes the options to
The estimated useful lives of items of intangible assets extend or terminate the lease before the end of the
for the current and comparative periods are as follows: lease term. ROU assets and lease liabilities includes
these options when it is reasonably certain that they will
Asset Block Management estimate of useful life be exercised.
Software 3 years
Short-term leases and leases of low-value assets
Amortization method, useful lives and residual values The group has elected not to recognise right-of-use
are reviewed at the end of each financial year and assets and lease liabilities for short term leases that
adjusted if appropriate. have a lease term of less than 12 months. The group
recognises the lease payments associated with these
Goodwill leases as an expense on a straight-line basis over the
Goodwill represents the cost of business acquisition in lease term.
excess of the Groups’ interest in the net fair value of
identifiable assets, liabilities and contingent liabilities Subsequent Measurement
of the acquiree on the date of acquisition. Goodwill is Right to use assets are subsequently measured at cost
measured at cost less accumulated impairment losses. less accumulated depreciation and impairment losses.
ROU assets are depreciated from the commencement
Goodwill is not amortised and is tested for impairment date on a straight-line basis over the shorter of the lease
annually. term and useful life of the underlying asset.
lease, and a gain or loss is recognised that reflects the Foreign operations
proportionate decrease in scope. For all other lease The assets and liabilities, including goodwill and fair
modifications, a corresponding adjustment is made to value adjustments arising on acquisition, of foreign
the right-of-use asset.
operations (subsidiaries) whose functional currency
Impairment is a currency other than INR are translated into INR,
the functional currency of the Group, at the exchange
ROU assets are evaluated for recoverability whenever
rates at the reporting date. The income and expenses
events or changes in circumstances indicate that
their carrying amounts may not be recoverable. For of such foreign operations are translated into INR at the
the purpose of impairment testing, the recoverable exchange rates at the dates of the transactions or an
amount (i.e. the higher of the fair value less cost to sell average rate if the average rate approximates the actual
and the value-in-use) is determined on an individual rate at the date of the transaction.
asset basis unless the asset does not generate cash
flows that are largely independent of those from other When a foreign operation is disposed of in its entirety or
assets. In such cases, the recoverable amount is partially such that control is lost, the cumulative amount
determined for the Cash Generating Unit (CGU) to of exchange differences related to that foreign operation
which the asset belongs. recognised in OCI is reclassified to the Statement of
Profit or Loss as part of the gain or loss on disposal. If
Measurement of Lease Liability the Group disposes of part of its interest in a subsidiary
The lease liability is initially measured at amortized but retains control, then the relevant proportion of the
cost at the present value of the future lease payments. cumulative amount is re-allocated to NCI.
The lease payments are discounted using the interest
rate implicit in the lease or, if not readily determinable, i) Employee benefits
using the incremental borrowing rates in the country
(i) Short-term employee benefits
of domicile of these leases. Lease liabilities are
remeasured with a corresponding adjustment to the Short-term employee benefit obligations are measured
related ROU asset if the Group changes its assessment on an undiscounted basis and are expensed as the
of whether it will exercise an extension or a termination related service is provided. A liability is recognised
option. Lease liability and ROU assets have been for the amount expected to be paid e.g., under short-
separately presented in the Balance Sheet and lease term cash bonus, if the Group has a present legal or
payments have been classified as financing cash flows. constructive obligation to pay this amount as a result of
past service provided by the employee, and the amount
h) Foreign currency of obligation can be estimated reliably.
Foreign currency transactions
Transactions in foreign currencies are translated into (ii) Defined contribution plans
the functional currency of the Group at the exchange A defined contribution plan is a post-employment benefit
rates at the dates of the transactions or an average rate plan under which an entity pays fixed contributions into
if the average rate approximates the actual rate at the a separate entity and will have no legal or constructive
date of the transaction. obligation to pay further amounts.
(iii) Defined benefit plans of an annual independent actuarial valuation using the
A defined benefit plan is a post-employment benefit plan projected unit credit method. Remeasurements gains or
other than a defined contribution plan. losses are recognised in the Statement of Profit or Loss
in the period in which they arise.
For defined benefit plans in the form of gratuity fund,
the cost of providing benefits is determined using the (v) Share-based payment transactions
projected unit credit method, with actuarial valuations The Employee Stock Option Schemes of the company
being carried out at the end of each annual reporting provide for grant of options to employees of the Group
period. The contributions made to the fund are recognized to acquire the equity shares of the company that vest
as plan assets. The defined benefit obligation as reduced in a graded manner and that are to be exercised
by fair value of plan assets is recognized on the Balance within a specified period. Equity-settled share-based
Sheet. payments to employees are measured at the fair value
of the equity instruments at the grant date. The fair
When the calculation results in a potential asset for value determined at the grant date of the equity-settled
the Group, the recognised asset is limited to the share based payments are expensed on a straight-line
present value of economic benefits available in the basis over the vesting period, based on the Company’s
form of any future refunds from the plan or reductions estimate of equity instruments that will eventually vest,
in future contributions to the plan (‘the asset ceiling’). with a corresponding increase in equity. At the end of
In order to calculate the present value of economic each reporting period, the company revises its estimate
benefits, consideration is given to any minimum funding of the number of equity instruments expected to vest.
requirements. The impact of the revision of the original estimates, if
any, is recognized in the Statement of Profit or Loss
Remeasurements of the net defined benefit liability, such that the cumulative expense reflects the revised
which comprise actuarial gains and losses, the return on estimate, with a corresponding adjustment to Employee
plan assets (excluding interest) and the effect of the asset Stock Option Reserve account in Reserves & Surplus.
ceiling (if any, excluding interest), are recognised in OCI.
The Group determines the net interest expense (income) In respect of options granted to employees of
on the net defined benefit liability (asset) for the period by subsidiaries, the Company recovers the related
applying the discount rate used to measure the defined compensation cost from the respective subsidiaries.
benefit obligation at the beginning of the annual period
to the then-net defined benefit liability (asset), taking into j) Income taxes
account any changes in the net defined benefit liability Income tax comprises current and deferred tax. It is
(asset) during the period as a result of contributions recognised in the Statement of Profit or Loss except
and benefit payments. Net interest expense and other to the extent that it relates to a business combination
expenses related to defined benefit plans are recognised or to an item recognised directly in equity or in other
in the Statement of Profit or Loss. comprehensive income.
When the benefits of a plan are changed or when a plan Current tax
is curtailed, the resulting change in benefit that relates Current tax comprises the expected tax payable or
to past service (‘past service cost’ or ‘past service receivable on the taxable income or loss for the year
gain’) or the gain or loss on curtailment is recognised and any adjustment to the tax payable or receivable in
immediately in the Statement of Profit or Loss. The respect of previous years. The amount of current tax
Group recognises gains and losses on the settlement of reflects the best estimate of the tax amount expected
a defined benefit plan when the settlement occurs. to be paid or received after considering the uncertainty,
if any, related to income taxes. It is measured using tax
(iv) Other long-term employee benefits rates (and tax laws) enacted or substantively enacted
Compensated absences which are not expected to occur by the reporting date.
within twelve months after the end of the period in which
the employee renders related service are recognized as Current tax assets and current tax liabilities are offset
a liability at the present value of the obligation as at the only if there is a legally enforceable right to set off
Balance Sheet date less fair value of the plan assets the recognised amounts, and it is intended to realise
out of which the obligations are expected to be settled. the asset and settle the liability on a net basis or
The cost of providing benefits is measured on the basis simultaneously.
value of the lower of the expected cost of terminating of the period, unless issued at a later date. Dilutive
the contract and the expected net cost of continuing potential equity shares are determined independently
with the contract. Before such a provision is made, the for each period presented. The number of equity shares
Group recognises any impairment loss on the assets and potentially dilutive equity shares are adjusted
associated with that contract. for bonus shares, consolidation of shares, etc. as
appropriate.
l) Earnings per share
The Group reports basic and diluted earnings per share m) Cash and cash equivalents
in accordance with Ind AS 33 on Earnings per share. Cash and cash equivalents are short-term highly
liquid investments that are readily convertible into
The basic earnings per share is computed by dividing
cash with original maturities of three months or
profit after tax attributable to the equity shareholders
less. Cash and cash equivalents consist primarily
by the weighted average number of equity shares
of cash and deposits with banks.
outstanding during the reporting period.
Diluted earnings per share is computed by dividing the n) Cash flow statement
net profit after tax by the weighted average number of Cash flows are reported using the indirect method,
equity shares considered for deriving basic earnings whereby net profit / (loss) before tax is adjusted for
per share and also weighted average number of equity the effects of transactions of non-cash nature and any
shares that could have been issued upon conversion deferrals or accruals of past of future cash receipts and
of all dilutive potential equity shares. Dilutive potential payments. The cash flows from operating, investing and
equity shares are deemed converted as of the beginning financing activities of the Group are segregated.
6 Computers 10,296.64 1,361.23 211.07 11,446.80 7,805.44 1,126.16 197.15 8,734.44 2,712.35 2,491.20
7 Electrical Fittings 566.01 32.24 52.18 546.07 399.63 44.22 36.68 407.17 138.90 166.38
Total 17,468.24 1,595.74 554.14 18,509.84 10,943.03 1,512.46 469.78 11,985.72 6,524.12 6,525.21
at April 1, Adjustments at March 31, April 1, 2020 Expense for on Disposal/ at March 31, at March 31, at March 31,
2020 2021 the year Adjustments 2021 2021 2020
of Assets
1 Leasehold 12,254.57 1,323.28 (2,559.09) 11,018.76 2,348.27 2,036.05 (739.15) 3,645.17 7,373.59 9,906.30
STATUTORY REPORTS
improvements
Total 12,254.57 1,323.28 (2,559.09) 11,018.76 2,348.27 2,036.05 (739.15) 3,645.17 7,373.59 9,906.30
c) Intangible Assets
In Rs. Lakhs
Sl. Intangible Assets - Gross Block Accumulated Depreciation Net Block
No. Owned/ Acquired Balance as Additions Disposals/ Balance as Balance as at Depreciation Elimination Balance as Balance as Balance as
at April 1, Adjustments at March 31, April 1, 2020 Expense for on Disposal/ at March 31, at March 31, at March 31,
112-230
Consolidation
Total 18,430.64 828.83 - 19,259.48 3,962.82 792.81 - 4,755.63 14,503.85 14,467.82
197
Total 4,341.32
198
Notes forming part of the Consolidated Ind AS financial statements
for the Year Ended March 31, 2021
II. Previous Year
a) Property Plant and Equipments
In Rs. Lakhs
Sl. Property, Plant and Gross Block Accumulated Depreciation Net Block
No. Equipment - Owned/ Balance as Additions Disposals/ Balance as Balance as at Depreciation Elimination Balance as Balance as Balance as
Acquired at April 1, Adjustments at March 31, April 1, 2019 Expense for on Disposal/ at March 31, at March 31, at March 31,
2019 2020 the year Adjustments 2020 2020 2019
of Assets
1 Land 2,439.21 - - 2,439.21 - - - - 2,439.21 2,439.21
c) Intangible Assets
In Rs. Lakhs
Sl. Intangible Assets - Gross Block Accumulated Depreciation Net Block
No. Owned/ Acquired Balance as Additions Disposals/ Balance as Balance as Depreciation Elimination Balance as Balance as Balance as
at April 1, Adjustments at March at April 1, Expense for on Disposal/ at March 31, at March 31, at March
2019 31, 2020 2019 the year Adjustments 2020 2020 31, 2019
of Assets
1 Software 4,823.17 247.64 - 5,070.81 2,999.78 963.03 (0.01) 3,962.82 1,107.99 1,823.39
2 Goodwill on 13,359.83 - - 13,359.83 - - - - 13,359.83 13,359.83
Consolidation
Total 18,183.00 247.64 - 18,430.64 2,999.78 963.03 (0.01) 3,962.82 14,467.82 15,183.22
Others:
The Group makes contribution for Employee State Insurance and National Pension Scheme for its employees. All such
contributions are deposited with the Government. The Group also contributes to Superannuation Fund and Pension Fund
for its employees who have been contributing to such funds.
During the year, the Group recognised the following amounts in the Statement of Profit or Loss (included in Note 21:
Employee Benefit Expenses.
Particulars 2020-21 2019-20
Contribution to Provident Fund 488.19 540.01
Contribution to Employee State Insurance 150.43 178.40
Contribution to Superannuation Fund 18.76 20.34
Contribution to Pension Fund 508.12 534.03
Contribution to National Pension Scheme 36.14 37.24
Total 1,201.65 1,310.02
A. Funding
The gratuity plan is fully funded by the Group. The funding requirements are based on a separate actuarial valuation
within the framework set out in the funding policies of the plan. Employees do not contribute to the plan.
Particulars As at As at
March 31, 2021 March 31, 2020
Non-Current 2,440.33 2,149.96
Current 212.36 187.00
Total 2,652.69 2,336.96
C. Expenses recognised
i. In Statement of Profit or Loss
Particulars 2020-21 2019-20
Current service cost 318.01 293.90
Net interest expense 3.98 1.55
Total 321.99 295.45
D. Plan Assets
Plan assets comprise of the following:
Particulars As at As at
March 31, 2021 March 31, 2020
Investment with Insurers 100% 100%
31-Mar-20
Discount rate (1% movement) 2,150.87 2,550.82
Future salary growth (1% movement) 2,537.55 2,157.12
Attrition rate (1% movement) 2,321.24 2,340.68
Mortality rate (1% movement) 2,337.32 2,336.60
Although the analysis does not take into account the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.
Interest Rate risk: The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will
result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the
value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Group is not able to meet the short-term payouts. This may arise due
to non availabilty of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being
sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan
participants from the rate of increase in salary used to determine the present value of obligation will have a
bearing on the plan’s liabilty.
Demographic Risk: The Group has used certain mortality and attrition assumptions in valuation of the liability.
The Group is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act,
1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts
(e.g. Increase in the maximum limit on gratuity of Rs. 20,00,000).
Asset Liability Mismatching or Market Risk: The duration of the liabilty is longer compared to duration of
assets, exposing the Group to market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment.
III. Other long term employee benefits - Compensated absences (Leave encashment):
A. Funding
The leave encashment plan is fully funded by the Group. The funding requirements are based on a separate actuarial
valuation within the framework set out in the funding policies of the plan. Employees do not contribute to the plan.
Particulars As at As at
March 31, 2021 March 31, 2020
Non-Current 641.43 534.22
Current 74.92 65.23
Total 716.35 599.45
C. Expenses recognised
i. In Statement of Profit or Loss
Particulars 2020-21 2019-20
Current service cost 160.09 116.20
Past service gain - -
Net interest expense 1.62 2.67
Return on plan assets excluding interest income 10.49 -
Actuarial (gains)/ losses (0.23) 14.06
Total 171.97 132.93
D. Assets
Plan assets comprise of the following:
Particulars As at As at
March 31, 2021 March 31, 2020
Investment with Insurers 100% 100%
Although the analysis does not take into account the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.
iii. Expected Contribution during the next annual reporting period
The Group’s best estimate of Contribution during the next year is Rs. 274.30 lakhs
iv. Maturity Profile of Defined Benefit Obligation
Weighted average duration (based on discounted cashflows) is 8 years
Weighted average duration (based on discounted cashflows) Indian Rupees
(INR)
1 year 74.93
2 to 5 year 271.76
6 to 10 year 299.48
More than 10 year 755.66
Interest Rate risk: The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will
result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the
value of the liability (as shown in financial statements).
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan
participants from the rate of increase in salary used to determine the present value of obligation will have a
bearing on the plan’s liabilty.
Demographic Risk: The Group has used certain mortality and attrition assumptions in valuation of the liability.
The Group is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Asset Liability Mismatching or Market Risk: The duration of the liabilty is longer compared to duration of
assets, exposing the Group to market risk for volatilities/fall in interest rate.
Investment Risk: The probability or likelihood of occurrence of losses relative to the expected return on any
particular investment.
The board of directors at its meeting held on 25 May 2021 have proposed a final dividend of Rs. 11.84 per equity share,
subject to approval by shareholders at ensuing annual general meeting.
Note 29: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises
Development Act, 2006
The Management has identified enterprises which have provided goods and services to the Group and which qualify under the
definition of micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006.
Accordingly, the disclosure in respect of amounts payable to such enterprises as at 31st March 2021 has been made based
on the information available with the Group. Further, in the view of the Management, the impact of interest, if any, that may be
payable in accordance with the Act is not expected to be material. The Group has not received any claim for interest from any
supplier under this Act.
The information has been determined to the extent such parties have been identified on the basis of information available with
the Group. Auditors have placed reliance on such information provided by the Management.
Particulars As at As at
March 31, 2021 March 31, 2020
Principal amount remaining unpaid to MSME suppliers as at the end of the year 39.28 68.78
Interest due on unpaid principal amount to MSME suppliers as at the end of the year - -
Amount of interest paid along with the amounts of the payment made to the MSME suppliers - -
beyond the appointed day
Amount of interest due and payable for the year (without adding the interest under the Act) - -
Amount of interest accrued and remaining unpaid as at the end of the year - -
Amount of further interest due and payable even in the succeeding year, until such date when the - -
interest dues as above are actually paid
ii. Expenditure:
Particulars 2020-21 2019-20
Software procurement and maintenance expenses 264.60 247.61
Service charges - Support service 11.13 1.56
Total 275.73 249.17
‘** HDFC Bank Ltd will not be classified as related parties exercising significant influence over the company from 1st October 2020
consequent to the Shareholder Agreement ceasing to be in existence and listing of the company on the above date.
E. Extension Options
Some leases for office spaces contain extension options exercisable by the Group for an additional period ranging
between 11 months to 5 years. Where practicable, the Group seeks to include extension options in new leases to provide
operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group
assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group
reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in
circumstances within its control.
I. Definition of a lease
At inception of the contract, the Group assesses whether a contract is, or contains, a lease. Under Ind AS 116, a
contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time, in
exchange for consideration.
II. As a lessee
For measuring the lease liabilities, the Group has discounted lease payments using MCLR rate provided by its
bankers, which is 8.25%.
The Group has used the following practical expedients while applying Ind AS 116 to leases previously classified as
operating lease:
i. The Group did not recognise Right of Use Assets and liabilities for leases of low value assets (eg. Printers and
photocopiers).
b) Unearned revenue
Particulars As at As at
March 31, 2021 March 31, 2020
Opening balance - -
Invoice raised during the year 47.50 -
Revenue recognized during the year 15.57 -
Closing balance 31.93 -
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the
reporting date for services rendered. The contract assets are transferred to receivables when the rights become
unconditional. This usually occurs when the Group issues an invoice to the customer.
The contract liabilities includes income received in advance and pending to be recognized as income since obligation
is yet to be performed and invoice raised against unearned revenue.
Note 35: Financial Instruments and Risk Management (Ind AS 32 and 109)
(Rs. in Lakhs, unless otherwise stated)
A. Categories of Financial Instruments
I. Financial Assets
Particulars As at As at
March 31, 2021 March 31, 2020
Measured at fair value through profit or loss (FVTPL)
- Investments in mutual funds 23,553.66 30,560.50
- Investment in Government Securities 53.07 53.30
Total 23,606.73 30,613.80
I. Credit Risk:
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instruments fails
to meet its contractual obligations, and arises principally from the Group’s receivables from customers and cash
and cash equivalents. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as
concentration risk.
b) Trade Receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default
risk of the industry.
The Group establishes an allowance for impairment that represents its expected credit losses in respect of trade and
other receivables. The management uses a simplified approach for the purpose of computation of expected credit
losses for trade receivables and an impairment analysis is performed at each reporting date.
The management has established a credit policy under which each new customer is analysed individually for credit
worthiness before the standard payment and delivery terms and conditions are offered. Credit period varies from
customers to customers and it starts from 10 days. The Group review includes external ratings, customer’s credit
worthiness, if they are available, and in some cases, bank references.
The Group’s customer base comprises of various mutual fund houses and corporates having sound financial
condition. An impairment analysis is performed at each reporting date for invoice wise receivables balances.
The summary quantitative data about the Group’s exposure to currency risk is as follows:
31-Mar-20
Trade Receivables 40.55 0.55 -
Net exposure in respect of recognised assets and liabilities 40.55 0.55 -
31-Mar-20
USD (5% movement) 2.03 -2.03 1.52 -1.52
EUR (5% movement) - - - -
Sensitivity Analysis
The table below summarises the impact of increases/decreases of the Net Asset Value (NAV) on the Group’s
investment in Mutual fund and profit for the period. The analysis is based on the assumption that the NAV increased
by 5% or decreased by 5% with all other variables held constant, and that all the Group’s investments in mutual
funds moved in line with the NAV.
Expect volatility and term of the options are based on an evaluation of the historical prices at which the Group’s shares
were acquired by its investors. The expected term of the instruments is based on general option holder behaviour.
Batch 1
Particulars As at March 31, 2021 As at March 31, 2020
Weighted average Number of options Weighted average Number of options
exercise price exercise price
Outstanding at 1 April 614.70 236,587 - -
Granted during the period - - 614.70 248,995
Exercised during the period 614.70 31,038 - -
Lapsed during the period 614.70 10,186 614.70 12,408
Outstanding at 31 March 614.70 195,363 614.70 236,587
Exercisable at 31 March 614.70 42,229 614.70 38,649
Batch 2
Particulars As at March 31, 2021 As at March 31, 2020
Weighted average Number of options Weighted average Number of options
exercise price exercise price
Outstanding at 1 April - - - -
Granted during the period 717.80 433,908 - -
Exercised during the period - - - -
Lapsed during the period - - - -
Outstanding at 31 March 717.80 433,908 - -
Exercisable at 31 March - - - -
The Group is fully equity financed which is evident from the capital structure. Further, the Group has always been a net cash
Group with cash and bank balances along with investment which is predominantly investment in liquid and short term mutual
funds being far in excess of financial liabilities.
The remuneration disclosed above has been reimbursed by the selling shareholder and hence does not reflect as charge in
Group’s Statement of Profit and Loss.
II. Contingent liabilities and commitments (to the extent not provided for)
Particulars As at As at
March 31, 2021 March 31, 2020
Estimated amount of contracts remaining to be executed on capital account and not 644.32 0.48
provided for
Income Tax matters 399.42 1,589.42
On account of processing errors 32.56 129.00
Others 17.80 17.80
Total 1,094.10 1,736.70
There are no other amounts required to be disclosed as contingent liabilities on account of pending litigations, other than
the above.
There are no contingent assets resulting from the aforesaid litigation.
The Company’s Board being Ultimate Holding Company of Sterling Software (Deutschland) GmbH (Wholly owned subsidiary
of Sterling Software Private Limited) initiated the liquidation process on 4th August 2020.
Accordingly, the Holding Company (i.e. Sterling Software Private Limited) has provided for the impairment of its investment
in the subsidiary as on 31st March 2021 and the corresponding impairment loss has been presented in Statement of Profit or
Loss of the Holding Company as an exceptional item. Details are presented below.
Particulars Amount
Carrying amount as at 31st March 2021 (before impairment) 747.61
Impairment provision (705.03)
Net carrying amount as at 31st March 2021 42.58
However, the effect of the above will not have impact on consolidated financials as the aforesaid impairment provision has
been reversed as a part of consolidated adjustments.
Note 44:
The Company has completed its initial Public Offering (IPO) of 1,82,46,600 equity shares of face value of Rs.10/- each for
cash at an issue price of Rs.1,230/- per equity share through offer for sale by existing shareholder. As the IPO was through
an Offer for Sale, the Company did not receive any proceeds from the offer. The equity shares of the Company were listed on
BSE Limited on October 1, 2020 and National Stock Exchange from May 07, 2021
Particulars Rate
Tax at Statutory Rate 25.2%
Expenses Not deductible 0.5%
Exempt / Non Taxable Income 1.9%
Income Taxable at lower rate -1.3%
Timing Difference Items 0.7%
Others (incl. Tax Incentives & provision for disputed taxes) 0.0%
DTA not recognized on unabsorbed business loss 0.2%
Deferred Tax Assets (incl. wind down impact) -1.8%
Earlier period tax provision reversed -0.1%
Total 25.2%
Note 46:
Based on the current assessment of the long-term contracts in the ordinary course of business, the Group has made adequate
provision for losses wherever required. The Group has not entered into any derivative contracts during the year.
Note 47:
Comparative figures have been regrouped/ reclassified wherever necessary to correspond with the current year’s classification
/ disclosure.
Note 48:
All figures reported in the financials statements and related notes are rounded off to nearest lakh.
Sd/- Sd/-
M. Somasundaram G.Manikandan
Chief Financial Officer Company Secretary