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You can view full text of the latest Director's Report for the company.

BSE: 543441ISIN: INE925R01014INDUSTRY: Services - Others

BSE   ` 391.85   Open: 397.25   Today's Range 388.40
400.60
-7.60 ( -1.94 %) Prev Close: 399.45 52 Week Range 295.00
434.95
Year End :2023-03 

Your Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

Summary of the operations of the Company on standalone and consolidated basis for the financial year ended March 31, 2023 is as follows:

(Rs.in Million)

Particulars

Standalone

Consolidated

2023

2022

2023

2022

Revenue from Operations

17,038.04

14,076.69

19,147.30

15,896.71

Total Expenditure

13,655.00

11,362.40

15,284.31

12,961.36

Net Profit Before tax

3,650.81

2,849.20

4,010.17

3,014.45

Profit for the year

2,754.07

2,134.68

2,972.36

2,240.38

Equity Share Capital

1,544.00

1,531.53

1,544.00

1,531.53

Other Equity

13,423.11

10,587.57

14,080.55

11,029.77

Net Block

7,527.17

6,372.33

8,693.31

7,503.56

Net Current Assets

6,001.68

4,044.27

7,139.78

5,226.94

Cash and Cash Equivalents (including bank balances)

1,047.55

956.04

1,562.52

1,417.77

Earnings per Share

(Basic) (in C)

17.90

14.35

19.31

15.07

(Diluted) (in C)

17.30

13.66

18.67

14.33

The Company has delivered a strong Operational and Financial performance for the financial year ended March 31,2023. The Standalone revenue from operations at H 17,038.04 million represents an increase of 21% over the previous year. During the year under review, your Company has reported a Profit before tax of H 3,650.81 million on standalone basis as compared to H 2,849.20 million in the previous year. Net profit grew to H 2,754.07 million in 2022-23 from H 2,134.68 million in FY22.

Further, your Company's consolidated revenue from operations is H 19,147.30 million, representing an increase of 20% over the previous year. During the year under review, your Company has reported a consolidated Profit before tax of H 4,010.17 million as compared to H 3,014.45 million in the previous year. Consolidated Net profit for the year of H 2,972.36 million, represents an increase of 33% over the previous year.

BUSINESS OVERVIEW/COMPANY’S PERFORMANCE:

Your Company is one of India's leading business services companies and India's largest Cash Management company based on number of ATM points and number of retail pick-up points as of March 31, 2023 and offers its customers a wide range

of tailored Cash Management and Managed Services solutions, including ATM network management, Retail Management and Managed Services. The Company manages the entire flow and management of money for the 1,24,000 business points that it serves every day - from when the RBI initially deposits cash in the bank's currency chests, to when cash is deposited back in banks after going through the various stages of the cash cycle.

CASH MANAGEMENT BUSINESS

Your Company is the leading Cash logistics Company with market leadership across all segments of the industry. Your Company has seen strong volume growth across all businesses and total business points for Cash Management across ATM and Retail Cash Management have grown from 1,13,000 in March 2022 to 1,24,000 by March 2023, translating into an annual growth of 10%.

MANAGED SERVICES BUSINESS

Managed Services business of your Company continued its growth trajectory led by order book execution. The company further expanded its order book by wins of H 9,500 million during the fiscal year. Brown Label ATMs (BLA) deployed by your Company continue to show very robust transaction trends driven by high uptime,

given fully integrated nature of operations. Further, the total ATMs under BLA and Managed Services expanded from 12,000 ATMs in FY22 to 18,000 in FY23 led by large wins in Managed Services (Asset Light ATM Management) with Public sector and Private sector Banks.

NEW MANUFACTURING FACILITY

Your Company has set up a new manufacturing facility at Chennai for manufacturing of Banking Automation Products such as ATM and Kiosk. This facility will create new opportunities for growth and expansion of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for the FY23 are prepared in accordance with the provisions of the Companies Act, 2013 (“Act”) and Ind AS 110-Consolidated Financial Statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Your Directors have pleasure in attaching the audited consolidated financial statements pursuant to Section 129(3) of the Act and Regulation 34 of Listing Regulations. The Audited Consolidated Financial Statements forms part of the Annual Report.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode except 5 Equity Shares which are held in physical mode as on March 31, 2023. The ISIN of the Equity Shares of your Company is INE925R01014.

DIVIDEND

Your Directors are pleased to recommend a final dividend of H 4.75/- per equity share on face value of C10/- each i.e., 47.50% for the financial year ended March 31, 2023. The final dividend, if approved by the shareholders at the ensuing Annual General Meeting of the Company, shall be payable to those Shareholders whose names appear in the register of Members as on the Record Date.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of Listing Regulations the top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company had formulated and adopted its Dividend Distribution Policy, which is available on the Company's Website at www.cms.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

SUBSIDIARIES

As on March 31, 2023, the Company has following 6 subsidiaries:-

1. Securitrans India Private Limited

2. CMS Securitas Limited

3. CMS Marshall Limited

4. Quality Logistics Services Private Limited

5. Hemabh Technology Private Limited

6. CMS Info Foundation (non-profit organization) incorporated under section 8 of the Companies Act, 2013 on March 29, 2023

The Company does not have any joint venture/associate Company(ies) as on March 31, 2023. During the year under review, none of the Companies ceased to be a subsidiary of the Company.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance and financial position of each subsidiary is given in Form AOC-1 as Annexure 1 to this Report.

The Audited Financial Statements of the Subsidiaries are available on the Company's website at www.cms. com.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining Material Subsidiaries and the Policy is available on the website of the Company at www.cms.com. Accordingly, Securitrans India Private Limited is the material subsidiary of the Company.

SHARE CAPITAL

The paid-up share capital of the Company as on March 31, 2023 is H 154,40,00,780/- divided into 15,44,00,078 equity shares of H 10/- each.

During the year under review, the paid-up equity share capital of the Company has increased from H 153,15,27,470/-to H 154,40,00,780/- due to the issue of shares under Employee Stock Option Plans (ESOP) to the eligible employees. The details of allotment made during the FY23 is as under:

Sr.

No.

Particulars of allotment of equity shares

Number of Shares

Date of Allotment

Cumulative number of Shares

1.

Equity share capital as on April 1, 2022

15,31,52,747

At the beginning of the FY23

15,31,52,747

2.

Pursuant to exercise of options

5,36,446

May 26,2022

15,36,89,193

3.

Pursuant to exercise of options

3,74,635

August 30, 2022

15,40,63,828

4.

Pursuant to exercise of options

94,250

December 8, 2022

15,41,58,078

5.

Pursuant to exercise of options

1,15,500

December 27, 2022

15,42,73,578

6.

Pursuant to exercise of options

1,26,500

March 6, 2023

15,44,00,078

During the year under review, the Company has not issued any shares with differential voting rights. The Company does not have any scheme to fund its employees to purchase the equity shares of the Company.

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company's long-term growth and shareholder value creation and also to attract, retain and motivate the best available talent, the Board of Directors at their meeting held on October 19, 2016 and March 30, 2023 and the members of the Company at the General Meetings held on October 20, 2016 and May 20, 2023 had approved following employee stock option plans:

(i) CMS CEO Stock Option Plan, 2016 (“CEO ESOP 2016”);

(ii) CMS Management Stock Option Plan 2016 (“Management ESOP 2016”); and

(iii) CMS Employees Stock Option Plan 2016 (“Employees ESOP 2016”).

(iv) CMS Employees Stock Option Plan 2023 (“Employees ESOP 2023”).

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors Stock Option Plans of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. (“SEBI SBEBSE Regulations”).

During the year, the shareholders through postal ballot on December 28, 2022 have amended CEO ESOP 2016, Management ESOP 2016 & Employees ESOP 2016 for change in exercise period and the Company has obtained certificates from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI

SBEBSE Regulations and the resolutions passed by the members. The certificates are available for inspection by members in electronic mode. Disclosures as required under SEBI SBEBSE Regulations, with respect to the Company's ESOP Schemes, as on March 31, 2023 are available on Company's website at www.cms.com.

FIXED DEPOSITS

During the year, your Company has not invited, accepted or renewed any fixed deposits from the Public within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, as on March 31, 2023, there were no principal or interest outstanding in respect thereof.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, guarantees given, investments made and securities provided by the Company during the year under review, are in compliance with the provisions of Section 186 of the Act and the Rules made thereunder and details of the same are given in the Notes to the Standalone Financial Statements forming part of the Annual Report. All the loans given by the Company to the other entities are towards their business purpose.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the transactions with related parties were in the ordinary course of the business and on the arm's length basis and are reported in the Notes to the Standalone Financial Statements. Prior Omnibus approval of the Audit Committee is obtained for Contracts which are repetitive in nature. There are no materially significant related party transactions entered into by the

Company with its Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at www.cms.com.

COMPOSITION OF AUDIT COMMITTEE

As required under section 177(8) read with section 134(3) of the Companies Act, 2013 and the rules framed thereunder the composition of Audit Committee is in line with the provisions of Companies Act, 2013 and SEBI Listing Regulations, the details of which are given in Corporate Governance report forming part of this Annual Report.

BOARD COMPOSITION

As on March 31, 2023, the Board of Directors of your Company comprises of Eight (8) Directors, consisting of an Executive Vice-chairman, Whole-time Director & CEO, four (4) Non-executive-Non Independent Directors (out of which 1 is a Woman Director), three (3) Independent Directors (out of which 2 are Woman Directors). The constitution of the Board of the Company is in accordance with Section 149 of the Act and Regulation 17 of Listing Regulations.

During the year under review, based on the recommendation of Nomination & Remuneration Committee and approval of the Board, Mr. Rajiv Kaul was re-appointed as Executive Vice-Chairman, Whole-time Director & CEO of the Company for a period of 4.4 years i.e. from April 1, 2023 to July 31, 2027. His re-appointment was approved by the members of the Company by way of postal ballot on May 20, 2023.

During the year under review, pursuant to the approval of shareholders through postal ballot on July 7, 2022, Mr. Tapan Ray (DIN: 00728682) was re-appointed as an Independent Director of the Company for a period of three years effective from April 9, 2022 to April 8, 2025. Other than the above, there were no change in the composition of Board of Directors.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience

including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder.

On the basis of the written representations received from the Directors, none of the Directors are disqualified under Section 164 (2) of the Act.

FINANCE & ACCOUNTS

The Company had NIL borrowings as at the end of FY23. Your Company continued to focus on managing cash efficiently and ensured that it had adequate non fund based limits (Bank guarantee) from Company's Bankers to facilitate smooth functioning and growth of the business.

CAPITAL EXPENDITURE

Capital Expenditure incurred during the year aggregated to H 1,933.18 million.

CREDIT RATING

During the year, the outlook of credit rating has improved from stable to positive and subsequently ICRA upgraded the Credit Rating to AA (stable) from AA.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Ashish Agrawal (DIN: 00163344), Non-executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment and the matter is being placed for seeking approval of the members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, brief details and expertise of the Director seeking reappointment are given in the Notice convening the AGM and the Corporate Governance Report.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and the Regulation 16(1)(b) of Listing Regulations as amended. The Independent Directors have also confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transaction with the Company, other than receiving the sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company has devised a policy containing criteria for evaluating the performances of the Executive, Non-Executive and Independent Directors, Key Managerial Personnel, Board and its Committees based on the recommendation of the Nomination & Remuneration Committee.

Feedback was sought by way of a Structured Questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performances of Specific duties, obligations and governance.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of disclosures and updating the Independent Directors on key topics impacting the Company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are as under:

• Mr. Rajiv Kaul, Executive Vice-chairman, Whole-time Director & CEO

• Mr. Pankaj Khandelwal, President & Chief Financial Officer

• Mr. Praveen Soni, Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Five (5) meetings of the Board of Directors of the Company were held during the FY23 on the following dates.

1. May 9, 2022

2. July 28, 2022

3. November 1, 2022

4. January 27, 2023

5. March 30, 2023.

The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and Listing Regulations as amended from time to time.

Details about constitution of various Committees required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are covered in Corporate Governance report which forms part of this report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of the Directors and other matters provided under Section 178(3) of the Act forms part of the Nomination & Remuneration Policy of the Company. This Policy is available on the website of the Company and can be accessed at www.cms.com.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year, the Company has duly complied with the applicable Secretarial Standards i.e., SS-1 relating to “Meetings of the Board of Directors” and SS-2 relating to “General Meetings” issued by the Institute of Company Secretaries of India (ICSI).

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report (BRSR) as per Regulation 34 of SEBI Listing Regulations is applicable to the Company. The BRSR for the financial year ended March 31, 2023 describing the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate annexure and forms part of the Annual Report of the Company. The said Report is also available on the Company's website and can be accessed at www.cms. com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report for the FY23, is appended to this Annual Report.

CORPORATE GOVERNANCE

Your Company is fully committed to follow good Corporate Governance practices and maintain the

highest business standards in conducting business and has complied with the Corporate Governance requirements as per SEBI Listing Regulations. Your Company has adopted high standards of Corporate Governance with very competent Board having diverse experience.

A separate section on Corporate Governance stipulated under Regulation 34 of SEBI Listing Regulations forms part of this Annual Report.

A Certificate from M/s. M. Siroya and Company, Secretarial Auditors of the Company confirming compliance to the conditions of Corporate Governance as stipulated under SEBI Listing Regulations, is appended as an Annexure to the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

COST AUDIT

The Board of Directors in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. S K Agarwal & Associates, Cost Accountants, Mumbai having Firm Registration No. 100322 for conducting the audit of Cost Accounting records maintained by the Company for FY24. The Cost Auditors have confirmed that their appointment is within limits of Section 141(3) (g) of Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

STATUTORY AUDITORS AND AUDITOR’S REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules made thereunder M/s. B S R & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company from the conclusion of 11th Annual General Meeting (“AGM”) of the Company held on September 29, 2018 till the conclusion of the 16th AGM of the Company to be held for the FY23.

Based on the recommendation of Audit Committee, Board of Directors of your Company at their meeting held on May 23, 2023, have recommended to the members of the Company, re-appointment of M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm

Registration No. 101248W/W-100022) as Statutory Auditors of the Company for a second term of 5 consecutive years from the conclusion of 16th Annual General Meeting upto the conclusion of the Annual General Meeting to be held for the FY28. The Statutory Auditors have given their consent and have confirmed to the Company that their appointment, if made, the same would be within the limits prescribed under section 141 of the Companies Act, 2013 and they are not disqualified from re-appointment within the meaning of the said Act. The Board recommends the re-appointment of Statutory Auditors of the Company for the approval of the shareholders.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of the provisions of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s M. Siroya and Company, Practicing Company Secretaries (CP No. 4157), as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the financial year ended March 31, 2023 and to furnish the report to the Board.

The report of the Secretarial Auditor for the FY23, in prescribed Form No. MR-3 carrying no qualification/ adverse remarks is annexed herewith as Annexure 2.

Securitrans India Private Limited is the material unlisted subsidiary of the Company for the financial year ended March 31, 2023. In terms of Regulation 24A SEBI Listing regulations read with Section 204 of the Companies Act, 2013, Secretarial Audit of the material unlisted subsidiary has been conducted by Practicing Company Secretary and the said report has also been annexed as Annexure 3.

QUALIFICATIONS/RESERVATIONS IN THE AUDIT REPORT & SECRETERIAL AUDIT REPORT

None of the said Audit Reports contain any qualification, reservation or adverse remarks for the financial year ended March 31, 2023. Notes to Accounts are self explanatory and do not call for any further comments.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud committed by the officers and employees against your Company. However, looking at the nature of business of the Company, certain cash embezzlements have been committed by few employees who were involved in business operations of the Company, as detailed below:

There were Eleven instances (FY22: Eleven) aggregating to H 124.78 million (FY22: H 159.59 million) of cash embezzlements have been done by employees of the Company and were reported by the Statutory Auditors.

Out of the above, the Company has recovered H 56.21 million (FY22: H 50.13 million), H 17.89 million written off (FY22: H 31.30 million) and recovery of balance H 50.68 million (FY22: H 78.16 million) is in progress. Except above, no other embezzlements have been reported by Statutory Auditors or Secretarial Auditors to the Audit Committee of the Company.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return in Form MGT-7 is placed on the website of the Company and can be accessed at www.cms.com.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee at their meeting held on May 9, 2022, M/s. Grant Thornton Bharat LLP, were appointed by the Board of Directors to conduct internal audit of the Company for the FY23.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in terms of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report their genuine concerns about unethical behavior.

This policy is available on the Company's website and can be accessed at www.cms.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As required under the provisions of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility (CSR) Committee on January 28, 2015. Mr. Rajiv Kaul, Executive Vice-Chairman, Whole-time Director & CEO is the Chairman of CSR Committee and Mrs. Shyamala Gopinath, Ms. Sayali Karanjkar and Mr. Krzysztof Wieslaw Jamroz are presently the members of the CSR Committee.

The CSR Committee has formulated the CSR policy and has recommended the activities to be undertaken by the Company as specified under Schedule VII of the Companies Act, 2013.

During the year under review, the Company was required to spend an amount of H 4,77,65,813/- (2% of the average net profit of last three financial years) on CSR activities and the Company has spent H 3,74,10,696/-on the identified CSR activities during the year. The Company has H 87,13,149/- as unspent amount for the CSR activities which are identified as ongoing projects and the unspent amount is arrived after adjusting the excess amount of H 16,41,968/- during the last 2 financial years and after considering admin expenses. The Company has also opened and deposited the unspent amount in a separate bank account within the specified time limit as required.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is forming part of this Annual Report.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in Annexure 4 in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company gives prime importance to the dignity and respect of its employees irrespective of their gender/hierarchy and expect responsible conduct and behavior on the part of employees at all levels.

Providing a safe and congenial work environment for all employees is an integral part of the Company's Code of Conduct.

As per the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, your Company has adopted a policy for the prevention of Sexual Harassment at workplace and has constituted an Internal Committee (IC). All employees as well as contractual staff, temporary, trainees are covered by this policy.

Allegations of Sexual harassment reported are expeditiously and discretely investigated and disciplinary action, if required, is taken in accordance with the policy.

There is no complaint of Sexual harassment received during the FY23.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Information pursuant to clause (m) of sub-section (3) of Section 134 of the Act, read with rule 8 (3) of The Companies (Accounts) Rules, 2014 is not given as conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Company had earnings and Expenditures in foreign currency and details are given hereunder:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - Imports - H 58.10 million

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report as Annexure 5.

The statement containing names of Directors, Key Managerial Personnel and top ten employees, others in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However as per the provisions of the Section 136 of the Act read with subrules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to the Members excluding the aforesaid Statement of particulars of employees of the Company. Any Shareholder interested in obtaining the copy of said statement may write to the Company Secretary at the Registered Office of the Company at T-151, 5th Floor, Tower No. 10, Sector-11, Railway station complex, CBD Belapur, Navi Mumbai -400 614, e-mail ID: investors@cms.com.

INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amount to Investor Education and Protection Fund under Section 125 of the Act.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company. As provided in the SEBI Listing Regulations, the Company also has put in place Risk Management Committee. For other details regarding the Risk Management Committee, please refer to the Corporate Governance Report, which is forming part of this Annual Report.

In Board's view, there are no material risks which might threaten the existence of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has put in place adequate internal financial control system commensurate with the size of its operations. Internal control systems comprising of policies and procedures which are designed to ensure sound management of your Company's operations, safe keeping of its assets, prevention and detection of frauds and errors, optimal utilization of resources, reliability of its financial information and compliance. Systems and procedures are periodically reviewed by the Audit Committee to maintain the highest standards of Internal Control. An extensive internal audit is carried out by internal audit firm and management internal audit team.

Additional details on Internal Financial control and their adequacy are provided in the MD&A Report forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, the Directors hereby confirm and state that:

a) in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards had been followed and no material departures have been made for the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2023 and of the profit and cash flow of the Company for the period ended March 31, 2023;

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

d) they have prepared the annual accounts for the year ended March 31, 2023 on a going concern basis;

e) they have laid down internal financial controls and the same have been followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”) DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF FINANCIAL YEAR

There was no application made or any proceeding pending under IBC during the FY23.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no one-time settlement during the period under review.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forwardlooking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors take this opportunity to thank and express sincere gratitude to all the stakeholders of the Company viz., shareholders, customers, vendors, bankers, business associates, regulatory authorities, Central and State Government departments, local authorities and the society at large for their consistent support and co-operation to the company during the financial year.

Your Board of Directors thank the Shareholders and investors for their confidence in the Company.

The Board of Directors also place on record their sincere appreciation of the valuable contribution made by the employees at all levels to the growth of the Company.

On Behalf of the Board of Directors of CMS Info Systems Limited

Ashish Agrawal Rajiv Kaul

Director Executive Vice-Chairman, Whole

time Director & CEO

DIN: 00163344 DIN: 02581313

Place: Mumbai Date: May 23, 2023