Dear Members,
Your Directors are pleased to present the Company's Thirty Sixth Annual Report and
audited financial statements for the year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Results are as follows:
|
Consolidated |
Standalone |
Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
In Rs Lakhs |
In Rs Lakhs |
Revenue from Operations |
113,652 |
97,183 |
105,448 |
92,862 |
Other Income |
4,065 |
2,681 |
3,188 |
2,115 |
Total Income |
117,717 |
99,864 |
108,636 |
94,977 |
Employee benefits expense |
39,716 |
35,808 |
31,418 |
29,488 |
Other expenses |
23,447 |
19,251 |
25,888 |
22,848 |
Operating Profit |
54,554 |
44,804 |
51,330 |
42,641 |
Depreciation |
7,048 |
6,025 |
5,841 |
5,420 |
Finance cost |
821 |
761 |
687 |
667 |
Profit Before Tax |
46,685 |
38,019 |
44,802 |
36,555 |
Tax Expenses |
11,587 |
9,555 |
11,090 |
9,101 |
Profit for the year |
35,098 |
28,463 |
33,712 |
27,454 |
Other Comprehensive Income |
(148) |
(21) |
(131) |
(11) |
Total Comprehensive Income for the year |
34,950 |
28,442 |
33,581 |
27,443 |
Earnings per Equity Share |
|
|
|
|
Basic |
72.06 |
58.26 |
68.69 |
56.07 |
Diluted |
71.68 |
57.88 |
68.34 |
55.71 |
Other Equity (including retained earnings) |
86,539 |
73,273 |
83,505 |
67,906 |
Cash and Cash Equivalents and Investments (excluding customer collection accounts
& lien deposits and including subsidiary investments in the case of standalone) |
61,626 |
48,101 |
76,308 |
59,307 |
2. OVERVIEW OF PERFORMANCE
During FY2023-24, the consolidated revenue from operations of the Company was at Rs.
1,13,652 lakhs as against Rs. 97,183 lakhs in the FY2022-23. The Profit Before Tax was Rs.
46,685 lakhs as against the previous year PBT of Rs. 38,019 lakhs. The Earnings per share
(Basic) was Rs. 72.06 as against the previous year which was at Earnings per share (Basic)
Rs. 58.26 per share.
The year saw rapid growth in transaction volumes and SIPs, on the back of market
momentum. There was buoyant investor confidence in the capital markets, and in Mutual
Funds in particular. The Mutual fund Assets Under Management (AUM) grew by 35%, recording
the highest gain in recent years. Individual investors dominated the mutual fund
categories like equity, hybrid, and solution-oriented schemes. Inflows into mutual funds
have been rising consistently every month during the year, particularly among retail
investors. Transaction volumes scaled to all time high of ~50 Mn. monthly transactions,
catapulting the annual transaction volume over 598 Mn. a 29% increase over the previous
year.
SIP registrations surged and reached an all-time high of ~25 Lakh new registrations in
the month of December 2023 and continue to be in the range of ~20 lakhs per month. At an
aggregate level ~27 Mn. new
SIPs were registered during FY 2023-24, an increase of 73% over previous year. New MF
folios ramped up to touch 24 Mn. during the year, a 82% increase over FY 2023-24. There
has been a spate of NFOs launched during 2024 with the launch of 162 schemes across CAMS
serviced funds. CAMS operations, technology, digital enablers, customer service and front
offices ensured high service delivery for these staggering volumes. The above developments
are expected to give a fillip to the business of the Company. The share of CAMS in the
industry continues to be stable at around 68% consistently for the last 2 years.
During the year, the Company won the mandates of five new AMCs which have commenced or
in the process of commencing their operations. It has also expanded the facility at Gift
City and has commenced operations.
The Company received the License from Reserve Bank of India to operate as Payment
Aggregator, an activity which the Company has already been carrying on and became a
regulated activity recently.
The Company continues to maintain its operational excellence and the recent customer
satisfaction survey showed 97.60% of the respondents stating as very satisfied/satisfied.
3. SHARE CAPITAL
There were no changes to the authorized share capital during the year. The issued
capital as of March 31, 2024, was Rs. 49,14,31,190/- as against Rs. 48,99,35,960/- during
the previous year. The enhancement in the paid-up capital is due to the allotment of
shares to the employees against the conversion of the ESOP which has become vested to them
during the year.
The Company has an Employees Stock Option Plan under which the total quantum of options
approved as per the scheme is 14,62,800. All these options have been issued and 383,118
shares have been issued against the exercise of the vested options as on 31st March, 2024.
4. RESERVES
The Company does not propose to transfer any amount to the Reserves.
5. DIVIDENDS
The Company has a Dividend Distribution Policy approved by the Board on November 4,
2022, containing the requirements prescribed in Regulation 43A of the SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 ("SEBI LODR Regulations"). The Dividend Distribution Policy
is as also available on the website of the Company at the web-link: https://
diaital.camsonline.com/cams/documents/ policies/ Dividend%20Distribution%20Policv. pdf.
During the year, your directors declared and paid three interim dividends totaling Rs.
30.00/- per equity share on the dates specified below. The Directors also have recommended
a final dividend of Rs. 16.50/- per equity share at the face value of Rs. 10/-. This will
be paid subject to the same being approved by the shareholders at the Annual General
Meeting scheduled to be held on July 01,2024.
Details of Interim Dividend Paid
Particulars |
Approval Date |
Dividend per equity share Rs |
Dividend Paid |
First Interim |
04.08.2023 |
8.00 |
39,21,01,440 |
Second interim |
08.11.2023 |
10.00 |
49,12,24,600 |
Third Interim |
06.02.2024 |
12.00 |
58,97,17,428 |
Total |
|
30.00 |
1,47,30,43,468 |
6. IMPACT OF COVID-19
With normalcy returning post the Covid waves, the Company started full operations from
the offices and the work from home model has been discontinued.
7. STATE OF THE COMPANY'S AFFAIRS
Your Company serves as the technology enabled service solutions partner to Mutual Funds
and Private Equity Funds. It also provides electronic payment solutions, fully automated
software solutions for seamless reconciliation for complex activity of payments and
settlements and Facility for Banks and NBFCs for lien marking against mutual fund units.
The Company also extends the facility of call center operations to its various clients and
acts as Depository Participant for Investors. Being a Central Recordkeeping Agency (CRA),
it caters to the NPS investors. Through its subsidiaries it provides the following
services:
Insurance Repository services and outsourcing services for insurance companies
Account Aggregator services
Software services for the AMCs and services as a Technology Service Provider for
entities in the Account Aggregator platform
Know Your Customer (KYC) registration services as a registered KYC Registration
Agency ("KRA")
Payment Aggregator services for AMCs, Insurance companies and NBFCs
The Company is registered with the Securities and Exchange Board of India (SEBI) to
provide Registrar & Transfer Agency services to Mutual Funds. It has been classified
as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2 million
folios. The Company is regulated by the Pension Fund Regulatory and Development Authority
for the CRA Operations and by Reserve Bank of India for its payment aggregator business.
The subsidiaries of the Company are also registered with sectoral regulators, details of
which is furnished as part of this report. As regulated organizations, the Company and its
subsidiaries bring the highest standards of service delivery and adherence to regulations.
Information on the operational and financial performance is provided in the Management
Discussion and Analysis Report ("MD&A Report") which forms part of the
Annual Report and is in accordance with the SEBI LODR Regulations.
8. CAPITAL EXPENDITURE AND LIQUIDITY
The operations of the Company are not capital intensive. The capital expenditure is
incurred mainly towards upgradation of technology, improvements to the cyber security and
physical infrastructure required for its operations which are funded through internal
accruals. It is not availing any kind of working capital facility from the Banks or
financial institutions. As on March 31, 2024, the consolidated liquidity position of the
Company was Rs. 61,626 lakhs [excluding Fixed Deposit(s) under Lien of Rs. 142 lakhs for
issue of Guarantee by Banks] as against 48,101 lakhs as on March 31, 2023 [excluding Fixed
Deposit(s) under Lien of Rs. 118 lakhs for issue of Guarantee by Banks].
9. SUBSIDIARY COMPANIES
(a) Wholly Owned Subsidiaries
CAMS Insurance Repository Services Limited
("CAMS REP") is licensed by IRDAI to offer Insurance Repository services to
Insurance policy holders. The Company has developed outsourcing solutions for new business
processing and policy holder services for insurance companies. CAMS REP serves leading
Life, Health, and General insurance companies.
CAMS Investor Services Private Limited ("CAMS KRA") is registered with
Securities and Exchange
Board of India as a KYC Registration Agency and is licensed for implementation of
SEBI's vision of a harmonized KYC process.
Sterling Software Private Limited ("SSPL") is the software development
arm for the group and brings high specialization in building technology solutions for
financial services domain. SSPL also provides appropriate solutions for use by entities
accessing data through the Account Aggregator platform.
CAMS Financial Information Services Private Limited ("CAMS FIS") is
carrying on the business of "Account Aggregator". The Company has been issued
Certificate of Registration by Reserve Bank of India ("RBI") as a Non-Banking
Finance Company - Account Aggregator.
CAMS Payment Services Private Limited
("CAMS PAY") has been incorporated for carrying on the business of
"Payment Aggregator". At present it is not carrying on any business activity. It
is intended that the payments business which is being carried out by CAMS will be taken
over by this this subsidiary subject to various regulatory approvals.
b) Other subsidiaries
Fintuple Technologies Private Limited
("Fintuple") is providing the digital layer of infrastructure to all aspects
of the asset management industry through a single source including data & insights,
onboarding of investors, know your customer, marketing, portfolio analytics, transactions
& execution, and ancillary services. CAMS owns 53.99 % of the issued capital of the
Company.
Think Analytics India Private Limited (TAIPL)
TAIPL offers Software as a Service (SaaS) based products and data science services to
its customers in India and abroad and analytical solutions for use with the Account
Aggregator framework. CAMS owns 55.42 % of the issued capital of the Company.
Think Analytics Consultancy Services Pvt. Ltd & Think 360 AI, Inc. based in Ohio,
USA
The above companies are the subsidiaries of TAIPL and hence are step down subsidiaries
of the Company.
A report on the performance and financial position of the subsidiaries whose financial
statements are considered for preparation of Consolidated Financial Statements of the
Company as per the Act (in the prescribed format i.e., "Form AOC- 1") is
provided as Annexure to the Consolidated Financial Statements.
The policy for determining material subsidiaries as approved by the Board may be
accessed on the Company's website at the web-link:
https://diaital. camsonline. com/cams/documents/ Dolicies/Policv%20on%20Material%20
Subsidiaries.pdf
None of the subsidiaries of the Company fall under the category of material subsidiary.
In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of
the Company, containing therein its Standalone and the Consolidated Financial Statements
are available on the Company's website at the web-link:
https://www.camsonline.com/about-cams/ shareholder-relations/annual-report
Any Shareholder who may be interested in obtaining a copy of the aforesaid documents
may write to the Company Secretary at the Company's Corporate Office. Further, the said
documents will be available for examination by the Shareholders of the Company at its
Registered Office during all working days except Saturday, Sunday, Public Holidays and
National Holidays, between 10.00 AM to 12.00 Noon up to the date of the ensuing Annual
General Meeting.
10. RELATED PARTY TRANSACTIONS
During the year under review, the contracts and arrangements with subsidiaries have
been entered into by the Company in its ordinary course of business and at arm's length.
These Related Party Transactions ("RPT") were not material transactions under
Regulation 23 of the Listing Regulations.
There were no materially significant related party transactions with the Promoters,
Directors, and Key Managerial Personnel, which may have a potential conflict with the
interest of the Company at large. Given that the Company does not have anything to report
pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form No. AOC- 2, the same is not provided.
The attention of members is drawn to Note No. 30 to the Standalone Financial Statements
which sets out related party disclosure.
The RPT Policy as approved by the Audit Committee and the Board is available on the
website of the Company:
https://diaital.camsonline.com/cams/documents/ policies/
Related%20Partv%20Transactions%20Policv. pdf
11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES
Details of investments made by the Company as on March 31, 2024, in the subsidiaries
and investment of surplus funds in Mutual Funds and Bank deposits made in the regular
course of the business have been included in Notes of the Standalone Financial Statements.
Other than above, the Company has not given loans, made investments, or provided
guarantees or securities as covered under Section 186 of the Companies Act, 2013.
12. NUMBER OF BOARD MEETINGS HELD
The Board of Directors of the Company met five times during the FY 2023-24. The
meetings were held on the following dates:
. 06th May, 2023
. 04th Aug, 2023
08th Nov, 2023
06th Feb, 2024
28th March, 2024
The details of the Board Meetings and attendance of Directors are provided in the
Corporate Governance Report, which forms a part of this Annual Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of March 31, 2024, your Company had 6 Directors, which includes 3 Independent
Directors, 2 Non-Executive Non-Independent Directors and 1 Managing Director.
Changes in the Board of Directors
Mr V Srinivasa Rangan resigned from the Board on 11th December,2023. Mr Narendra
Ostawal and Mr Sandeep Kagzi resigned from the Board on 15th April, 2024. Mr
Pravin Udhyavara Bhadya Rao was appointed as an additional Director by the Board on
13th April, 2024.and the approval of the shareholders is being sought for his appointment
as an Independent Director.
Independent Directors
Mr. Dinesh Kumar Mehrotra is the Chairman & Independent Director of the Board. Mr.
Natarajan Srinivasan is an Independent Director of the Board. Mrs. Vijayalakshmi Rajaram
Iyer is an Independent Director and Women Director of the Board.
In accordance with the provisions of Section 149 of the Companies Act, 2013, the
Independent Directors have given a declaration that they meet the criteria of independence
as provided in the said Section and in terms of the SEBI LODR Regulations.
Non-Executive Non-Independent Directors
Mr. Narendra Ostawal and Mr. Sandeep Kagzi were Non-Executive Nominee Directors of the
Company representing Great Terrain Investments Limited, at the start of the financial
year. Consequent to the sale of their holding by Great Terrain they ceased to be the
nominee directors and were appointed as Non-Executive and Non-Independent Directors by the
Board on 10th January, 2024. Subsequently, they have resigned from the Board with effect
from 15th April, 2024.
Managing Director
Mr. Anuj Kumar is the Managing Director of the Company and was appointed by the
shareholders at the Annual General Meeting held on July 29, 2021 for a term of five years
effective from August 01,2021.
14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company has a Familiarization Programme which provides Orientation at the time of
the appointment of Independent Directors which covers their role and responsibilities,
overview of the industry, operations, and business model of the Company. They are provided
with copies of the Company's latest Annual Reports, relevant provisions of the SEBI LODR
Regulations, the Companies Act, 2013, Code of Conduct prescribed for the Board of
Directors, Prevention of Insider Trading regulations and other internal policies to help
them get a broad view of the Company's procedures and practices.
The program has been conducted for the directors appointed during the year. The
Company's Ongoing Familiarization Programme covers periodic presentations at the Board
Meetings providing insights into the Company, the business environment, risks and
opportunities and other matters relevant to the Company. Regulatory changes as relevant
for the Company are also highlighted in these presentations.
The details of the familiarization policy may be accessed on the Company's corporate
website:
https://diciital.camsonline.com/cams/documents/
Dolicies/Familiarization%20Prooram%20for%20
Independent%20Directors.pdf
15. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS
The Companies Act, 2013 and the SEBI LODR Regulations stipulate the evaluation of the
performance of the Board, its Committees, Individual Directors, and the Chairperson.
The Company has formulated a Board Evaluation template for performance evaluation of
the Independent Directors, the Board, its committees, and other individual Directors which
includes criteria for performance evaluation of the Non-Executive Directors and Executive
Directors.
The template provides the criteria for assessing the performance of Directors and
comprises of various key areas such as attendance at Board and Committee Meetings, quality
of contribution to Board discussions and decisions, strategic insights, or inputs
regarding future growth of the Company and its performance, ability to challenge views in
a constructive manner, knowledge acquired regarding the Company's business/ activities,
understanding of industry and global trends, etc.
The evaluation involves self-evaluation by the Board Member and subsequent assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his/her evaluation.
The formal Board evaluation as mandated under the Companies Act and SEBI LODR
Regulations has been carried out during the year.
16. I NTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls commensurate with the
nature and size of the business activity and with reference to the financial statements.
The controls comprise of policies and procedures for ensuring orderly and efficient
conduct of the Company's business, including adherence to its policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.
The Company has also secured Service Organization Control Compliance SOC 1 in
accordance with SSAE 16 and SOC 2 under AICPA. The Company is also certified for ISO 9001,
ISO 27001 and BCMS 22301. The internal financial control system is supplemented by
Internal audits. An external audit firm carries out the Internal Audits. The Audit
Committee of the Board of Directors reviews the reports of the Auditors at the quarterly
meetings.
A Risk Management Policy for identification, assessment, measurement, and reporting of
business risks faced by the Company is in place. The Risk Management Committee oversees
the Risk Management framework on a periodic basis. There is a designated Chief Risk
Officer and the risk Control and Mitigation mechanisms are tested for their effectiveness
on regular intervals.
17. AUDIT COMMITTEE
The Board has constituted an Audit Committee comprising of the following Directors and
during the year under review, all recommendations of the Audit Committee were accepted by
the Board.
Mr. Natarajan Srinivasan - Chairman
Mr. Dinesh Kumar Mehrotra
Mrs. Vijayalakshmi Rajaram Iyer
Mr. Sandeep Ramesh Kagzi (ceased to be a member with effect from April 15th, 2024 )
18. AUDITORS
(i) Statutory Auditors
M/s. S.R. Batliboi and Associates LLP, Chartered Accountants (ICAI Firm Registration
No.101049W/ E300004, are the statutory auditors of the Company. Auditor's Report annexed
to the financial statements for the year under review does not contain any qualification,
reservation, adverse remark, or disclaimer. However, the report states that, audit trail
feature is not enabled for direct changes to data and that there was no instance of audit
trail feature being tampered with in respect
of the accounting software. In respect of this the Company has provided the response in
Note 38 of the Accounts.
(ii) Secretarial Auditors
The Company has appointed Ms. B. Chandra, Practicing Company Secretary (Certificate of
Practice No. 7859), to conduct Secretarial Audit as per the requirements of Section 204(1)
of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Audit Report in Form MR-3 for the financial year under review, as
received from Ms. B. Chandra, Practicing Company Secretary is attached as an Annexure to
the Board's Report.
19. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to increasing its Corporate Social Responsibility (CSR) impact
with an aim of playing a bigger role in the sustainable development of our society. In
pursuit of this objective, a Corporate Social Responsibility (CSR) Committee has been
formed by the Company which oversees the activities relating to activities supporting the
social and environmental causes.
The Company has in place a Corporate Social Responsibility Policy pursuant to the
provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021. The policy is available on the
website of the Company at the link: https:// digital.camsonline.com/cams/documents/
financial information/CSR%20Policy. pdf
The initiatives undertaken by your Company during the year have been detailed in CSR
Section of the Annual Report. The Annual Report on CSR activities in accordance with the
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out
herewith as Annexure to this Report.
20. RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy which contains the risk management
principles, risk governance structure and the risk management framework. The policy is
available on the website of the Company at the link:
https://diaital.camsonline.com/ cams/documents/policies/Risk%20Manaaement%20 Policy.pdf
21. NOMINATION AND REMUNERATION POLICY
In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations
the Company has a Board approved Nomination and Remuneration Policy. The policy is
available on the website of the Company at the link:
https://diciital.camsonline.com/cams/documents/policies/Nomination%20and%20Remuneration%20Policy.pdf
22. WHISTLE BLOWER POLICY
In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
LODR Regulations, the Company has adopted a Whistle Blower Policy which provides for
adequate safeguards against victimization of persons who use Vigil Mechanism and make
provision for direct access to the Chairperson of the Audit Committee. The policy is
available on the website of the Company at the link:
https://digital.camsonline.com/cams/documents/policies/Whistle%20Blower%20Policv.pdf
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The details in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under:
(i) Conservation of energy - The Company's operations are not energy intensive.
Adequate measures have been taken to conserve energy wherever possible.
(ii) Technology absorption - The Company employs a homegrown platform in its operations
and uses appropriate technology in its maintenance and improvements.
(iii) Foreign exchange earnings and outgo - The information on foreign exchange
earnings and outgo is furnished in Note No. 30 of the Standalone Financial Statements.
24. CORPORATE GOVERNANCE
Your Company is committed to maintaining the best standards of Corporate Governance and
has always tried to build the maximum trust with shareholders, employees, customers,
suppliers, and other stakeholders. A Report on Corporate Governance along with a
Certificate from the Secretarial Auditors of the Company regarding compliance with the
conditions of Corporate Governance as stipulated under Schedule V of the SEBI LODR
Regulations forms part of the Annual Report.
25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and
Sustainability Report for the year is presented in a separate section forming part of the
Annual Report.
26. ANNUAL RETURN
As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended from time to time, the Annual
Return of the Company has been placed on the website of the Company and can be accessed:
https://www.camsonline.com/about-cams/ shareholder-relations/annual-return-form
27. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, your Directors state
that:
a. in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards have been followed and there are no material deviations
from the same.
b. t hey have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as of March 31, 2024, and of the profit of the
Company for year ended on that date.
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d. they have prepared the annual accounts on a going concern basis.
e. they have laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and are operating effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant / material orders were passed by the
regulators or the Courts or the Tribunals impacting the going concern status and the
Company's operations in future.
29. LISTING WITH STOCK EXCHANGES
The Company is listed in BSE Limited and National Stock Exchange of India Limited. The
Company has paid the Annual Listing Fees applicable to both these Exchanges.
30. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has displayed on its website the details of unpaid dividend in accordance
with Section 124(2) of the Companies Act, 2013. During the year under review, the Company
has not transferred any amount to the IEPF as no amounts were due to be transferred.
31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an appropriate Policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment
of its employees. Internal Complaints Committee has been set up to redress complaints
received on sexual harassment.
The Policy has been communicated internally to all employees and is made available on
the Company's Intranet Portal. During the year, no cases were reported and there were no
cases pending as on March 31,2024.
32. EMPLOYEE STOCK OPTIONS
The Company has an Employee Stock Option Plan for the Employees of the Company and its
Subsidiaries named as "CAMS Employee Stock Option Plan, 2019". The Plan is in
compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is
administered by the Nomination and Remuneration Committee of the Board constituted by the
Company pursuant to the provision of Section 178 of the Companies Act, 2013. The scheme
has been approved by the shareholders on July 29, 2021.
The details of the Employee Stock Options Plan forming part of the Notes to accounts of
the Financial Statements in this Annual Report and available on our website
www.camsonline.com
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is also enclosed as an Annexure to this Report.
The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their
other details also form part of this report. However, the report and the accounts are
being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the
Act, the said annexure is open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary.
34. SECRETARIAL STANDARDS
During FY 2023-24, the Company has complied with applicable Secretarial Standards
issued by the Institute of the Company Secretaries of India.
35. OTHER DISCLOSURES
During the year under review, there has been no Material change in the nature of
business of the Company. There are no significant or material changes and commitments
affecting the financial position of the Company which occurred between the end of the
financial year of the Company i.e., March 31, 2024, and as on the date of this Board's
Report.
No disclosure is required in respect of the details relating to the deposits under
Chapter V of the Companies Act, 2013 as the Company has not accepted any deposits. The
Company is not required to maintain cost records under Section 148 of the Companies Act,
2013.
36. ACKNOWLEDGEMENTS
Your Directors wish to thank the Asset Management Companies, Private Equity Funds,
Banks, NBFCs, Insurance Companies and the Bankers with whom the Company is having a
business relationship and look forward to their continued support.
Your Directors would also like to thank Ministry of Corporate Affairs, Securities and
Exchange Board of India, Reserve Bank of India, Insurance Regulatory and Development
Authority of India, Unique Identification Authority of India and Pension Fund Regulatory
and Development Authority for their guidance and support during the year and look forward
for their support in future. Your Directors also wish to thank the shareholders, Stock
Exchanges and Depositories for their continued support and cooperation.
Your Directors also wish to place on record their appreciation of the concerted efforts
by all the employees in extending full support in implementing various plans for the
growth of your Company.
|
On behalf of the Board of Directors |
|
Sd/- |
|
Dinesh Kumar Mehrotra |
Place: Chennai |
Chairman |
Date: May 09, 2024 |
DIN: 00142711 |