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Central Depository Services (India) Ltd.

BSE: 538434 Sector: Others
NSE: CDSL ISIN Code: INE736A01011
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Central Depository Services (India) Ltd. (CDSL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Twenty-third Annual Report on thebusiness and operations of the Company ("Central Depository Services (India)Limited" or and "CDSL" or "Company") along with AuditedFinanacial Statements of your Company for the year ended March 31 2021 ("yearunder review").

Financial Highlights

(_ in Lakhs)

Particulars

Consolidated

Standalone

Year ended March 31 2021 Year ended March 31 2020 Year ended March 31 2021 Year ended March 31 2020
Income from Operations 34371.71 22510.53 27058.39 16815.16
Other Income 5691.58 5914.58 4176.60 4323.78
Total Income 40063.29 28425.11 31234.99 21138.94
Expenditure 12367.90 13337.42 9046.43 10283.44
Profit before Depreciation and Taxation 27695.39 15087.69 22188.56 10855.50
Depreciation 920.05 1173.24 728.98 868.69
Profit before contribution to IPF & Tax 26775.34 13914.45 21459.58 9986.81
Contribution to IPF 823.00 269.67 823.00 269.67
Profit Before Tax 25952.34 13644.78 20636.58 9717.14
Provision for Taxation 5693.30 2646.30 4454.00 1744.90
Provision for Deferred Tax for the year 132.31 326.66 176.82 240.43
Profit after Tax 20126.73 10671.82 16005.76 7731.81
Other Comprehensive Income (Net of Tax) (8.90) 8.97 (4.63) 14.97
Total Comprehensive Income 20117.83 10680.79 16001.13 7746.78

Financial Performance

1. Consolidated Results

On a consolidated basis the operational income of the company has increased from `22510.53 Lakhs to ` 34371.71 Lakhs higher by 53% resulting in an increase of totalincome from ` 28425.11 Lakhs to ` 40063.29 Lakhs. Profit before Tax (PBT) for the yearended March 31 2021 is ` 25952.34 Lakhs as against ` 13644.78 Lakhs of previous year.Similarly Profit after Tax (PAT) is at ` 20126.73 Lakhs as against ` 10671.82 Lakhs.Thus Profit before Tax & Profit after Tax for the year ended March 31 2021 hasincreased by 90% and 89% respectively over the previous year.

2. Standalone Results

On a standalone basis the operational income of the company has increased from `16815.16 Lakhs to ` 27058.39 Lakhs higher by 61% resulting in an increase of totalincome from ` 21138.94 Lakhs to ` 31234.99 Lakhs.

The income from Operations comprising of Transaction charges Annual Issuers ChargesAccount Maintenance Charges Settlement Charges Corporate Action Charges etc. during theyear 2020-21 increased from ` 16815.16 Lakhs to ` 27058.39 Lakhs recording an increaseof 61% over the year 2019-20. Pursuant to regulation 73 of the SEBI (Depositories &Participants) Regulations 2018 transfer of ` 823 Lakhs is made to Investor ProtectionFund (IPF). After contribution to Investor Protection Fund Profit before Tax (PBT) forthe year ended March 31 2021 is ` 20636.58 Lakhs as against ` 9717.14 Lakhs of previousyear. Similarly Profit after Tax (PAT) is at ` 16005.76 Lakhs as against ` 7731.81Lakhs. Thus Profit before Tax & Profit after Tax for the year ended March 31 2021has increased by 112% and 107% respectively over the previous year.

Dividend

Considering the performance of the Company for the year under review your Directorshave recommended a final dividend of ` 9/- per equity share of the face value of ` 10/-each fully paid for the financial year ended March 31 2021 subject to the approval ofthe shareholders.

The final dividend if approved would result in a cash outflow of ` 9405 Lakhs with adividend payout ratio at 59% of the standalone profits of the Company. The Board ofDirectors of your Company has approved and adopted the dividend distribution policy of theCompany and dividend declared/recommended during the year are in accordance with the saidpolicy. The Policy can also be accessed on the Company’s website at the https://www.cdslindia.com/InvestorRels/CorporateGovernance.html

Capital Structure and changes therein

Authorised Share Capital of your Company is ` 1500000000 divided into 150000000equity shares of ` 10 each whereas the Issued and Paid Up Share Capital is ` 1045000000divided into 104500000 equity shares of ` 10 each. As of March 31 2021 out of104500000 shares 104499690 shares are in demat mode and 310 shares are in physicalmode.

The Capital Market Environment

The FY 2020-21 was one of the most challenging years for the Indian Economy during FY2020-21 BSE-30 Sensex opened at 29505 on April 01 2020 and touched a high of 52516 onFebruary 16 2021 and thereafter closed at 49509 on March 31 2021.

According to the International Monetary Fund (IMF) India’s growth forecast for FY2020-21 is slashed to -8% due to COVID-19 Nationwide lockdown. India’s growth isprojected to improve to 12.5% in 2021 and 6.9% in 2022 supported by monetary and fiscalstimulus. Since April 2021 the country has been facing the second wave of COVID-19 whichmay delay the economic recovery.

The World Bank (WB) January 2021 Global Economic Prospect’s report projectedIndia’s economic growth for FY 2021-22 to be in the 7.5% to 12.5% range. The Indianeconomy had started to bounce back from the effects of the coronavirus crisis but thecountry was still not "out of the woods". Secondly depending on how the ongoingvaccination campaign proceeds whether new restrictions to mobility are required and howquickly the world economy recovers.

As per Prime Database 69 public issues have raised ` 74707 crores in FY 2020-21 ascompared to 39 public issues mobilizing ` 37677 crores in FY 2019-20.

Operational Performance

The capital market plays a significant role in building the economy as it channelizesdomestic saving into sustainable financial assets. The Indian capital markets are robustand deep. The markets have witnessed diverse magnitude of volatility and growth levelsbased on global and domestic scenario and investor participations. The digitization ofvarious processes has helped to have easier access to stock markets and depositoryservices. This led to individuals from rural area have also initiated participation infinancial markets. In order to sustain the growth in its depository business your companycontinues to focus on enhancement of operational efficiency upgradation of technologyservice quality and enhanced emphasis on investor education through seminars / workshops.

Beneficial Owner Accounts

During the year under review 133.24 lakhs Beneficial Owner (BO) accounts were addedtaking the total number of such accounts to 404.91 lakhs with the net BO accounts at334.38 lakhs as on March 31 2021 making us the first depository to cross the 300 lakhsmilestone. The comparative figures of gross and net BO accounts as on March 31 2020 andMarch 31 2021 are given in the following table:

Year ended March 31 2021 Year ended March 31 2020

Increase over the previous year’s cumulative figure

Number Percentage (%)
(Gross) 40491245 (Gross) 27167320 13323925 49.04
(Net) 33437873 (Net) 21181937 12255936 57.86

Securities admitted

Securities like equity shares preference shares mutual fund units debt instrumentsgovernment securities certificates of deposit commercial papers and a host of otherinstruments are available for dematerialization by the investors. Details of thesecurities admitted with CDSL are given below:

Securities Year ended March 31 2021 Year ended March 31 2020 (%) change over the previous year
Equity Shares 15619 14018 11.42
Debt Instruments 9154 8532 7.29
Other Securities 25474 25479 (0.02)
Total 50247 48029 4.62

Position of Securities held in the System

The value and volume of securities held with CDSL in the year under review as comparedto the previous year are indicated below:

Holding of Securities Year ended March 31 2021 Year ended March 31 2020 Increase over the previous year (%)
Value (` in million) 27439356 16719723 64.11
Volume (in million) (Number of Securities) 474426 455726 4.10

Depository Participants and Service Centers

As on March 31 2021 592 depository participants held valid registration certificatesof Securities and Exchange Board of India (SEBI) as compared to 599 valid SEBIregistrations as on March 31 2020. Further investors have access to 20689 DP servicecenters spread across India.

Investor Awareness / Education Seminars

CDSL regularly conducts Investor Awareness Programs (IAPs) in association with SEBIMarket Infrastructure Institutes (MIIs) and various market intermediaries. Capital MarketAwareness for retail investors through such programs has been a major focus area. Webelieve investor education can become a significant key to achieving financial inclusionin the capital market. During the FY 2020-21 CDSL Investor Protection Fund (CDSLIPF) conducted 276 IAPs in English Hindi and other regional languages viz. MarathiGujarati Tamil Kannada Malayalam Bengali and Telugu etc. through online mode andreaching to almost 37672 investors across Pan India. This initiative allowed investorsacross geographies professions and age groups including students corporate employeesgovernment servants to come together and learn the basics of Capital Markets advantagesof holding securities in demat form importance of Financial Planning Investment avenuesavailable etc. CDSL IPF has also conducted online webinars in association with SEBIfinancial institutions ICSI Mutual Funds colleges universities etc. in various citiesof the country. CDSL IPF has provided details of IAPs various Social Media platforms likeFacebook (@cdslindia) Twitter (@cdslindia) & LinkedIn (@cdslindia) and in theCDSL’s website in Investors Corner. CDSL IPF also conducted IAPs in various regionallanguages to attract larger number of investors to attend these IAPs. During the IAPsinformative booklets in English were shared through email for the benefit of investors.These booklets are also available on the CDSL website at https://www.cdslindia.com/.

Investor Education and Protection Fund (IEPF) and Investor Awareness Activities by theCompany

Contribution towards Investor Education and Protection Fund (IEPF)
Details of the transfer/s to the IEPF made during the year as mentioned below:
1. amount of unclaimed/unpaid dividend and the corresponding shares; Not Applicable
2. amount of matured deposits if any; Not Applicable
3. application money received for allotment of any securities and due for refund along with interest accrued; Not Applicable
4. Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the Year and the corresponding shares which are liable to be transferred to the IEPF and the due dates for such transfer; Please refer the table below

Amount of unpaid and unclaimed Dividend

Particulars Financial Year
2017-18 2018-19 2019-20
(Final Dividend) (Final Dividend) (Final Dividend)
Amount ` 594202 ` 1046776 ` 1785282
Shares 169772 261694 396729
Due date for transfer of unpaid dividend amount October 24 2025 November 23 2026 December 4 2027
Due date for transfer of corresponding shares November 23 2025 December 23 2026 January 3 2028

Credit Rating of Securities

Nil

New Initiatives

Application Program Interface (API)

CDSL has developed APIs for its Depository Participants (DPs) which will help DPs toautomate their processes and back-office operations. APIs have been developed for AccountOpening Common Transaction Upload (Which includes O_-market On-Market Early Pay-in& Inter Depository Transactions) Pledge/ Unpledge/Con_scation transactions MarginPledge & Margin Funding transactions and your company has advised its DPs to get intouch with their Relationship Managers (RMs) to get to know the entire suite oftransactions on which APIs are made available. This will lead to ease in operations of allthe CDSL DPs and the market participants.

System Enhancements

CDSL believes in the power of digitization and continuously tries to enhance itssystems to increase the efficacy of processes. Some of the important system enhancementsare enumerated below –

a) To strengthen the integrity of system in processing of dematerialization requests inrespect of remaining physical shares systems were enhanced to enable RTAs to upload thedetails of their members holding shares in physical form of listed companies so thatdematerialization requests can be validated against the said details. Additionally yourCompany is in the process of doing a real time reconciliation of the paid up capital andlisted capital of the company as reported to the depository and as available with theexchanges where the Company’s shares are listed.

b) Standardization of reason codes for off-market including inter-depositorytransactions.

c) Implemented collection of Stamp Duty through Depositories on behalf of StateGovernment in such manner as the Central Government may by rules provide came into forceon July 01 2020. d) Implementation of Margin Pledge /Repledge facility for TradingMembers (TMs) and Clearing Members (CMs) to accept collateral from clients in the form ofsecurities only by way of Margin Pledge.

e) Successfully implemented e-DIS Phase-I i.e. acceptance of electronic transferinstructions using the online portal provided by Depository Participants with a securityfeature of TPIN provided to the client by CDSL.

f) Successfully implemented various APIs –

i. BO authentication API (real time)

ii. API for BO Setup (upload)

iii. API for BO Modify (upload)

iv. API for Normal Pledge Setup (real time)

v. API for Margin Pledge / Margin Funding Pledge (real time) and

vi. API for BO account opening (real time) g) Implementation of a system of obtainingclient’s consent through One Time Password (OTP) for off-market transfer ofsecurities from client’s demat account.

Transaction Cum Holding Statements

As of March 31 2021 219 Depository Participants (DPs) have availed of the service ofdispatch of transaction cum holding statements (DOTS and e-DOTS). In FY 2020-21 CDSL hasprocessed 48.95 Lakh statements.

Corporate Bond database

Your Company is in the process of creating a state of the art system using blockchain/distributed ledger technology to chart the life cycle of the secured debenturesbonds etc. from the time of creation of the instrument with underlying assets offeringsecurity to the approval of the same by the Debenture Trustee to the rating given by theCredit Rating Agency to the listing of the instrument to the regular/periodic interestpayments to the ultimate step of payment of the final redemption amount. This is likely tobring in greater transparency in the manner in which the secured instruments are handledin the capital market.

Technology Initiatives

As a part of continual upgradation process CDSL continuously works on upgrading thetechnology features and functionalities of the Depository applications. We have recentlyshifted our Disaster Recovery (DR) Site to a new premise with better facilities. Furtherconsidering new threat vectors and to strengthen the cyber security posture of yourCompany we have recently upgraded the Cyber Security and Operations centre at CDSL. CDSLhas also further enhanced the appropriate cyber security framework and controls asprescribed by SEBI from time to time to mitigate the cyber security risks.

Major IT Developments

ISO 27001: 2013 (Information Security Management System) ISMS – CDSL has receivedthe recertification

ISO 22301:2019 (Business Continuity Management System) BCMS – CDSL has upgraded toISO 22301:2019 standard

ISO 9001:2015 (Quality Management System) QMS – Continuation of the certificatefor the e-voting services.

Core depository application is being migrated to latest. net core technology and willbe completed this year.

Awards & Recognition

Data Centre Award for Innovation and IP Creation awarded by Express Computers.

Steps taken pursuant to COVID-19 Pandemic

On March 20 2020 the Ministry of Corporate Affairs issued an Advisory to allcompanies /LLPs to implement the "Work from home" policy in their headquartersand field offices to the maximum extent possible including conduct of meetings throughvideo conference or other electronic/ telephonic/ computerized means. It was furtheradvised that even with the essential staff on duty staggered timings may be followed soas to minimize physical interaction. Apart from that the other preventive measuresincluding Dos & Don’ts advised by public health authorities may be strictlyfollowed.

Keeping in view the safety of the staff members of CDSL ‘work for home’policy was implemented with effect from March 23 2020 and staff members were providedwith secure means to connect to CDSL applications to carry out their daily operations andto ensure that Depository’s and its subsidiaries’ operations are carried outsmoothly. The administration department is also ensuring that during this periodhousekeeping and deep cleaning of the premises are being regularly carried out so as toensure a clean and safe office space is available to the employees whenever lockdownrestrictions are relaxed.

Continuing Professional Education (CPE) Programs - Depository Operations CertificationExamination (DOCE)

National Institute of Securities Markets (NISM) has been offering ContinuingProfessional Education (CPE) Programs for Associated Persons in the Securities MarketIntermediaries. CDSL as a NISM Accredited CPE Provider for conducting CPE Programs hassuccessfully carried out 9 programs for 219 participants during the year.

e-Voting

As on March 31 2021 5968 companies have signed agreements with CDSL to conducte-Voting. So far the e-Voting system recorded 28424 instances of voting carried out by5271 Companies.

e-Notices

In the light of Green Initiative in the Corporate Governance by Ministry of CorporateAffairs CDSL has started offering the services to companies for sending documents to itsshareholders electronically. As on March 31 2021 a total of 370 companies have signedfor availing these services.

Corporate Social Responsibility (CSR)

The Board has framed a CSR Policy in compliance with the requirements of Section 135 ofthe Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014. In accordance with its CSR philosophy and the specified activities under theAct the CSR activities of the Company has thrust areas including eradicating extremehunger and poverty; promotion of education; promoting gender equality and empoweringwomen; reducing child mortality and improving maternal health; combating humanimmunode_ciency virus acquired immune de_ciency syndrome malaria and other diseases;ensuring environmental sustainability; employment enhancing vocational skills; socialbusiness projects; contribution to the Prime Minister's National Relief Fund or any otherfund set up by the Central Government or the State Governments for socio-economicdevelopment and relief and funds for the welfare of the Scheduled Castes the ScheduledTribes other backward classes minorities and women. Your Company has constituted arobust and transparent governance structure to oversee the implementation of itsCSR Policy. The Corporate Social Responsibility Policy can be accessed on website of theCompany https://www.cdslindia.com/InvestorRels/CorporateGovernance.html. TheCompany has been actively associated with various NGOs in providing various facilitiesinvolving capital expenditure for a sustainable impact of CSR activities. During the FY2020-21 your Company has sponsored various projects and the report on CSR activitiespursuant to section 135 and Schedule VII of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 is given in Annexure A.

Risk Management Policy

The risk management policy identifying the various elements of risk is explained indetail in the Management Discussion and Analysis Report attached as Annexure G. TheRisk Management Policy of your Company can be accessed on the website of the Company https://www.cdslindia.com/InvestorRels/CorporateGovernance.html.

Change in the Nature of Business

The Company has not undergone any changes in the nature of the business during the FY2020-2021.

Material changes affecting the financial position which have occurred between the endof the financial year and the date of the report

No material changes affecting the financial position have occurred between the end ofthe financial year and the date of the report.

Prevention of Money Laundering Act

The Prevention of Money Laundering Act 2002 (PMLA) has been brought into force witheffect from July 1 2005.

Subsequent amendments have been made to the PMLA Act 2002 and Prevention ofMoney-laundering (Maintenance of Records) Rules 2005 over the years.

CDSL its depository participants and CVL fall under the category of‘intermediaries’ under section 12 of the SEBI Act and hence PMLA and thepolicy guidelines issued by the regulators to combat money laundering are applicable todepository operations.

As required under the guidelines CDSL has designated a Principal Officer AlternateOfficer and Designated Director to ensure compliance with these guidelines. CDSL hasprepared policy guidelines for implementation of PMLA and the same is reviewedperiodically.

CDSL conducted training programs across the country and updates depository participantsand their internal auditors on compliance with PMLA provisions and filing of SuspiciousTransaction Reports

Details of Subsidiary Companies

Your Company has following subsidiary Companies as on March 31 2021

1. CDSL Ventures Limited (CIN U93090MH2006PLC164885)

2. CDSL Insurance Repository Limited (CIN U74120MH2011PLC219665)

3. CDSL Commodity Repository Limited (CIN U74999MH2017PLC292113)

4. CDSL IFSC Limited (CIN U65990GJ2021PLC121672)

CDSL Ventures Limited (CVL)

CDSL Ventures Limited (CVL) is a wholly owned subsidiary of Central Depository Services(India) Limited (CDSL).

CVL began its journey in 2008 by handling Customer Pro_ling and Record keeping ofMutual Fund Investors on account of the PMLA Act related KYC requirements. After theintroduction of the KRA regulations in 2011 CVL was the first entity to register as a KYCRegistration Agency (KRA) with SEBI. As a KRA CVL provides fully digitised KYC servicesto all intermediaries in the Capital Markets. CVL currently holds over 2.79 Crores fullydigitized KYC records. CVL is also offering the following as part of its serviceportfolio:

1. CKYC Services : CVL assists intermediaries to become CKYC compliant by facilitatingupload of KYC documents to CERSAI

2. Aadhaar based eKYC services

3. Aadhaar based esign services

4. Registrar and Transfer Agent services (RTA)

5. PMJJBY services: Maintaining a Claim Repository and performing dedupe activity forclaims under PMJJBY scheme.

6. GST Suvidha Provider Services for filing GST Returns

7. Processing and handling Refund payments to investors of PACL Ltd. pursuant toJustice (Retd.) R M Lodha Committee CVL aims to be globally respected as an ITES company.Ethics values and reputation are vital to its philosophy.

CVL lays special emphasis on integrity of its people because of the trust reposed byits clients.

CVL derives confidence from its team which has a 'Securities Market Domain Expertise'.

CVL believes in empowering its people so that they handle challenging assignments andexceed customer expectations.

CVL has in place a stringent policy and systems to ensure confidentiality of data.Strong electronic and physical security measures ensure security of confidential data. CVLdatabases are maintained in-house with proper mechanism in place to monitor servercapacity utilization and augmentation. There is a proper backup and archival process beingfollowed as per the backup policy defined. CVL has a Primary Data Center and DisasterRecovery Center for all its critical IT Operations. The Disaster Recovery Center islocated in a different seismic zone and the data is mirrored on near real time basis. DRdrills are conducted once a quarter and an audit trail of the same is maintained. Thenetwork management at CVL ensures that the bandwidth requirement is monitored to handleprocessing of large volumes across multiple processes. CVL is ISO 27001 compliant and isregulated by multiple regulators for different projects.

Being a subsidiary of a Market Infrastructure Intermediary the infrastructuresecurity and risk management practices of CVL are benchmarked to the best in the industry.

CDSL Insurance Repository Limited (CDSL IR)

Our Company had under the "Guidelines on Insurance repositories and electronicissuance of insurance policies" issued by IRDAI floated a separate subsidiary viz:-CDSL Insurance Repository Ltd. ("CIRL") in the year 2011. CIRL providespolicyholders a facility to keep their insurance policies in electronic form and toundertake changes modifications and revisions in the insurance policy with speed andaccuracy to bring about efficiency transparency and cost reduction in the issuance andmaintenance of insurance policies. Leading public sector and private sector insurancecompanies have contributed to the equity capital of CIRL. At the time of launch in August2013 the insurance repository services were restricted only to Life insurance policies.However later IRDAI has extended the scope of services to Health insurance policies andMotor Vehicle insurance policies and thereafter to all other types of general insurance.Further initially the insurance was applicable only to individuals but had subsequentlybeen extended to corporates.

As on March 31 2021 the company has 6.03 lakh active eIAs (electronic insuranceaccounts) as against 5.50 lakh active eIAs as on March 31 2020 in the Repository. As onMarch 31 2021 around 4.22 lakh electronic policies constituting 4.00 lakh Lifee-insurance policies 883 Motor e-insurance policies and 20602 Health e-insurancepolicies have been credited in the eIAs as against 3.07 lakh electronic policiesconstituting 2.96 lakh life insurance policies 216 motor insurance policies and 10366health insurance policies as on March 31 2020. The above figures indicate that there is apositive trend in creating electronic insurance policies with a growth rate of 38%.

CIRL has tied up with twenty-two life insurance companies five health insurancecompanies and _fteen general insurance companies that is a total of forty-two insurancecompanies for holding policies in electronic form.

CIRL has received a contract from an Insurance Company to operate remote offices ontheir behalf and provide outsourcing services. Three such centers have been established atpresent and four more centers are in the pipeline. We are also interacting with otherInsurance Companies to provide similar services. Considering the trend of companiesoutsourcing their activities these services contracts will provide your Company with newrevenue streams apart from the IR business.

CDSL Commodity Repository Limited (CCRL)

Your Company has floated a subsidiary in the name and style of CDSL CommodityRepository Limited (CCRL) to establish and run a Commodity Repository on the lines of aSecurities Depository. Warehousing Development and Regulatory Authority (WDRA) is theregulator for CCRL. CCRL received the certificate of commencement of business/registrationfrom WDRA on September 26 2017 and commenced operations from September 30 2017. MultiCommodity Exchange of India Ltd. (MCX) and BSE Investments Ltd. have each taken up 24% ofthe stake in CCRL in May 2018 and August 2018 respectively.

CCRL today exclusively serves three derivative commodity exchanges for their derivativetrades in Agri-commodities. These are MCX BSE Limited and ICEX. As on March 31 2021CCRL has opened close to 1728 client accounts and has issued about 26308 ElectronicNegotiable Warehouse Receipts.

CDSL IFSC Limited

CDSL the parent company has floated a wholly owned subsidiary company in the name andform of ‘CDSL IFSC Limited’ (CIL). This company operates a depository in theIFSC at GIFT City. CIL is a foreign depository and caters to a global audience ofinvestors. CIL operates under the regulatory oversight of IFSCA.

All investors who are eligible/allowed to hold and transact in securities in the IFSCspace are identified as Eligible investors. Both Indian resident individuals (under LRSscheme limitations) and foreign entities and non-resident Indians (NRIs) are identified asEligible investors. In addition to be registered as an FPI (Foreign portfolio investor) aforeign entity can also be an Eligible Foreign investor (EFI) and stay invested in IFSC.

Investor will able to hold eligible securities viz. Equity shares of a companyincorporated outside India; Depository receipt(s); Debt securities issued by eligibleissuers and any other type of security as permitted allowed by IFSCA.

During the year the Board of Directors of the Company reviewed the affairs of itssubsidiaries. In accordance with section 129 (3) of the Companies Act 2013 your Companyhas prepared the consolidated financial statements of the Company and of all itssubsidiaries companies in the same form and manner as that of its own and in accordancewith applicable accounting standards which forms part of this annual report. Further aseparate statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC 1 is appended as Annexure B to theBoard’s report. The statement also provides details of the performance and financialposition of each of the subsidiary Company.

In accordance with section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and all other related documentsand information of the Company and separate audited accounts in respect of each of thesubsidiary are available on our websitehttps://www.cdslindia.com/InvestorRels/AnnualReports.html These documents will beavailable for inspection till the date of AGM during business hours at the registeredoffice of the Company.

Deposits

Your company has not accepted any deposits within the meaning of Section 73 & 76 ofthe Companies Act 2013 and the Rules made thereunder. There are no deposits remainingunpaid or unclaimed as at the end of the year and there has been no default in repaymentof deposits or payment of interest thereon during the year.

Details of Deposits not in Compliance with the Requirements of the Act

Since the Company has not accepted any deposits during the Financial Year ended onMarch 31 2021 there has been no non-compliance with the requirements of the CompaniesAct 2013.

Directors and KMPs

The SEBI (Depositories and Participants) Regulations 2018 were notified on October 32018. As per regulation 25 of SEBI (Depositories and Participants) Regulations 2018 theappointment and re-appointment of all Shareholder Directors on the board of depositoryshall be with the prior approval of SEBI. The Public Interest Directors on the board shallbe nominated by SEBI. As per Regulation 24(9) of the SEBI (Depositories and Participants)Regulations 2018 no depository participant or their associates and agents irrespectiveof the depository of which they are members shall be on the governing board of thedepository.

Directors on the governing Board of CDSL as on March 31 2021 are as follows:

Category Name
Public Interest Director Shri Balkrishna V Chaubal - Chairperson
Public Interest Director Prof (Dr.) Bimalkumar N Patel
Public Interest Director Smt. Preeti Saran
Public Interest Director Shri Sidhartha Pradhan
Public Interest Director Prof. Umesh Bellur
Shareholder Director Shri Masil Jeya Mohan P.
Shareholder Director Shri Nayan Mehta
Managing Director & CEO Shri Nehal Vora

Number of meetings of the Board of Directors:

Eleven meetings of the Board of Directors were held during the year under review. Fordetails of meetings of the Board please refer to the Corporate Governance Report whichis enclosed as Annexure F.

Change in composition during the year:

There had been no changes taken place in the constitution of the Board of Directors.The changes taken place in the constitution of KMPs of CDSL during the FY 2020-21 are asfollows: -Smt. Amita Paunikar VP-Legal and Company Secretary and Compliance Officerresigned w.e.f. April 05 2021 During the year Smt. Nayana Ovalekar was appointed as theChief Regulatory Officer of CDSL and Compliance Officer for CDSL for the purpose of SEBI(D&P) Regulations 2018.

During the year Shri Ramkumar Krishnan was appointed as Chief of Business DevelopmentOperations & New Projects.

Declaration from Directors

1. The Company has received necessary declaration from the Independent Directors asrequired under sub-section (6) of section 149 of the Companies Act 2013 and under clause(b) of sub-regulation (1) of regulation 16 of the Listing Regulations. There has been nochange in the circumstances affecting their status as Independent Directors of theCompany; and

2. They have registered themselves with the Independent Director’s Databasemaintained by the IICA.

As per the provisions of Section 152(6) (d) of the Companies Act 2013 Shri Masil JeyaMohan P the Shareholder Director being liable to retire by rotation and being eligibleoffered himself to be reappointed was considered for being re-appointed as Directors atthe ensuing Annual General Meeting. A brief resume of Shri Masil Jeya Mohan P is enclosedas an Annexure C.

Nomination & Remuneration Policy for Directors

The Nomination & Remuneration Policy was approved by SEBI on December 6 2018 andthe same can be accessed on website of the Companyhttps://www.cdslindia.com/InvestorRels/CorporateGovernance.html.

In compliance with the requirements set out under Section 178 of the Companies Act2013 and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations andSEBI (Depositories and Participants) Regulations 2018 the Nomination and RemunerationPolicy has been framed in order to set our principles parameters and governance frameworkof the appointment and remuneration for Shareholder Directors Public Interest DirectorsManaging Director & CEO and Key Managerial Personnel of the Company. The Policyencompasses the various factors laid down under Section 178(4) of the Companies Act 2013including the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully; relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and remuneration to Directors and Key Managerial Personnelinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals. The Policyalso includes the criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section178.

Statutory Auditors & Audit Report

M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/ E300005) CharteredAccountants Mumbai were appointed as Statutory Auditors of the company in the twentiethAnnual General Meeting held on August 20 2018 to hold office from the conclusion of the20th Annual General Meeting till the conclusion of the 25th AnnualGeneral Meeting. Accordingly M/s. S. R. Batliboi & Co. LLP are the Statutory Auditorsof the Company for the FY 2020-21 and shall continue as Statutory Auditors of the Companytill the conclusion of the 25th Annual General Meeting.

There are no qualifications reservations or adverse remarks or disclaimer made by M/s.S. R. Batliboi & Co. LLP Chartered Accountants Mumbai Statutory Auditors in theirreport. There are no frauds reported by auditors under sub-section (12) of section 143 ofthe Companies Act 2013.

Internal Auditors

In terms of the provisions of Section 138 of the Companies Act 2013 read with Rule 13of the Companies (Accounts) Rules 2014 the Company had appointed M/s. Ray & RayChartered Accountants (Firm Registration No. 301072E) for the period April 1 2020 to June30 2020 and M/s. Dalal Doctor & Associates Chartered Accountants (Firm RegistrationNo. 120833W) for the period July 1 2020 to March 31 2021 as Internal Auditors &Concurrent Auditors of the Company. There are no qualifications reservations or adverseremarks or disclaimer made by the Internal Auditors and Concurrent Auditors in theirreport.

Secretarial Auditors and Secretarial Audit Report

M/s. Vatsal Doshi & Associates (C.P.No.22976/Membership No. A50332) PracticingCompany Secretaries Mumbai was appointed as Secretarial Auditor of the Company for the FY2020-2021. In accordance with Section 204(1) of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations a copy of the secretarial audit report issuedin form MR-3 by M/s. Vatsal Doshi & Associates Secretarial Auditors is enclosed as anAnnexure D to this report. The secretarial audit report of CDSL Ventures Limited amaterial unlisted subsidiary of the Company issued in form MR-3 by M/s. Vatsal Doshi &Associates Secretarial Auditors also forms part of Annexure D to this report.

Secretarial Auditor has made and mentioned the following observation in its report:

1. In terms of the Regulation 30(6) read with sub-para 4 of Para A of Part A ofSchedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 submission of outcome of the Board Meeting held on Saturday (Non-Trading Day) May16 2020 to consider financial results and dividend was delayed by 20 minutes as againstthe requirement of submission within 30 minutes of the closure of the Board Meeting. Thedelay was due to the technical challenges faced by the Company due to lockdown imposed inview of the COVID-19 pandemic.

2. In terms of the Regulation 18(1) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company had three Independent Directors as againstthe requirement of having two-third of the total number of Members i.e. 3.33 rounded offto 4 as there were five members in the Audit Committee of the Company. The Companyappointed one additional Independent Director in the Audit Committee on April 30 2020 tocomply with the provisions of the Regulation 18(1). The National Stock Exchange of IndiaLimited (NSE) vide letter dated August 20 2020 had levied _ne to the Company fordelayed/non-compliance of Regulation 18(1) w.r.t. composition of the Audit Committee for aperiod of 29 days. Further during the reporting period i.e. FY 2020-21 no meeting of theAudit Committee was held before April 30 2020.

Related party transactions:

All related party transactions entered during the FY 2020-21 were in the ordinarycourse of business and on an arm’s length basis.

Disclosure of related party transactions pursuant to section 134 (3) (h) read with Rule8(2) of the Companies (Accounts) Rules 2014 in form AOC 2 are attached as Annexure E.

The Disclosures of Related Party Disclosures for annual results pursuant to clause 2 ofpara A of Schedule 5 of the Listing Regulations are stated below:

Sr. Particulars

1 In the Accounts of Central Depository Services (India) Limited (CDSL) (HoldingCompany)

Loans and advances in the nature of loans to subsidiaries by name and amount. Loans and advances of loans to associates amount. in the nature by name and

Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

Subsidiary Name Amount (` in Lakhs) Associate Name Amount (` in Lakhs) Companies where directors are interested Amount ` ( in Lakhs)
CDSL Ventures Limited NIL Not applicable NIL Not applicable NIL
CDSL Insurance Repository Limited NIL
CDSL Commodity Repository Limited NIL
CDSL IFSC Limited NIL

2 In the Accounts of Central Depository Services (India) Limited (CDSL)(Subsidiary Company)

Loans and advances in the nature of loans to subsidiaries by name and amount. Loans and advances of loans to associates amount. in the nature by name and

Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount.

Subsidiary Name Amount (` in Lakhs) Associate Name Amount (` in Lakhs) Companies where directors are interested Amount ` ( in Lakhs)
Not applicable NIL Not applicable NIL Not applicable NIL

 

3 In the Accounts of Central Depository Services (India) Limited (CDSL) (Holding Company)
Investments by the loan in the shares of parent company and subsidiary company when the company has made a loan or advance in the nature of loan. NIL

The Disclosures of transactions of the Company with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entityin the format prescribed in the relevant accounting standards for annual results pursuantto clause 2A of para A of Schedule 5 of the Listing Regulations are stated below: (` inLakhs)

Particulars As on March 31 2021 As on March 31 2020
Income
BSE Limited
Operational Income 341.98 146.28
Expenditure
BSE Limited
Rent 1.20 1.20
Dividend Paid 940.50 1003.20
Administrative and Other Expenses (Recoveries) 66.60 51.70
Payable/(Receivable)
BSE Limited (305.85) (53.39)

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of operations of your company the provisions of Section 134(3)(m) of the Companies Act 2013 read with the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules 1988 relating to information to be furnished onconservation of energy and technology absorption are not applicable though the Companyuses all the possible ways in conserving energy. The company has however usedinformation technology extensively in its operations.

Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during the year under review are asunder:

(` in Lakhs)

Particulars Year ended March 31 2021 Year ended March 31 2020
Earnings Nil Nil
Travel expenses Nil 19.98
Others 4.39 10.44
Total 4.39 30.42

Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 and accordinglysuch accounts and records are neither made nor maintained.

Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors reports that:

i) in preparation of the annual accounts the applicable accounting standards have beenfollowed and proper explanations relating to material departure if any have beenprovided;

ii) accounting policies have been selected and applied them consistently and thejudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for that period;

iii) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting frauds and otherirregularities;

iv) the annual accounts have been prepared on a going-concern basis.

v) internal financial controls to be followed by the company are laid down and thatsuch internal financial controls are adequate and were operating effectively.

vi) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Corporate Governance Report

The Corporate Governance Report for the year ended March 31 2021 is enclosed as AnnexureF

Management Discussion and Analysis

The Management Discussion and Analysis for the year ended March 31 2021 is enclosed asAnnexure G.

Board Evaluation

The Board of Directors of the Company carried out annual evaluation of its ownperformance Committees of the Board and individual Directors pursuant to section 178(2)of the Act as well as regulation 17 19 and Schedule II of the Listing Regulations andbased on the SEBI circular dated January 5 2017 which contained a guidance note on theprocess of board evaluation ("SEBI Guidance Note"). The Company has implementeda policy of evaluating performance of the Board of Directors and of its Committees andindividual Directors on the basis of a structured questionnaire drafted in accordance ofthe guidelines issued by SEBI which comprises evaluation criteria taking intoconsideration various performance related aspects. The detailed criteria for evaluationfor each of the above has been mentioned in the Corporate Governance report enclosed as AnnexureF.

Disclosures under SEBI (Depository and Participants) Regulations 2018

The disclosures required to be made under the provisions of the SEBI (Depository andParticipants) Regulations 2018 are part of the Corporate Governance Report enclosed as AnnexureF.

Report by Internal Complaints Committee

Your company has constituted Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

During the year the Committee did not receive any complaints in this regard.

Particulars of Employees

Information as required under Sec. 197(12) read with Rule 5 of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is enclosed to this report as AnnexureH.

Human Resource Development

The company recognizes its Human assets as a critical resource essential for the growthof the company. It therefore accords high importance to human resource development andconsciously endeavors to enhance the quality and competence of its employees acrosscadres. It conducts induction programme for new entrants. Nominating employees fortraining at reputed institutions and for attending seminars in India and abroad in capitalmarket related areas particularly relating to depositories has always been a part ofhuman resource development programme of the company. Industrial relations during the yearcontinued to be cordial.

Business Responsibility Report

As stipulated under Regulation 34 of the Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective is attached as a part of this AnnualReport.

Particulars of Loans Guarantees or investments under section 186

Details of Loans Guarantees or investments under section 186 of the Companies Act2013 are given in the notes to the financial statements.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

Annual Return

The Annual Return of the Company as on March 31 2021 in Form MGT-7 in accordance withsection 92 (3) of the Act read with the Companies (Management and Administration) Rules2014 is available on the website of the Company at https://www.cdslindia.com/InvestorRels/AnnualReports.html.

Corporate Policies

The details of the policies approved and adopted by the Board are mentioned in theCorporate Governance Report enclosed as Annexure F.

Adequacy of internal financial controls

The details in respect of adequacy of internal financial controls with reference to theFinancial Statements forms part of the Management Discussion and Analysis Report enclosedas

Annexure G.

Audit Committee Recommendations

During the year all recommendations of Audit Committee were approved by the Board ofDirectors.

Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the‘Institute of Company Secretaries of India’.

Acknowledgement

Your Directors place on record their sincere gratitude for the support guidance andcooperation the company received from Ministry of Finance Ministry of Corporate AffairsSecurities and Exchanges Board of India (SEBI) Reserve Bank of India (RBI) InsuranceRegulatory Development Authority (IRDA) Warehousing Development Regulatory Authority(WDRA) UIDAI and other regulatory agencies. The Directors also acknowledge with thanksthe continued support of the BSE Ltd the Promoter all other shareholders BeneficialOwners Depository Participants Market Infrastructure Institutions like the StockExchanges Clearing Corporations Depository Commodities Exchanges Issuers andRegistrar and Transfer Agents. The Directors also express their appreciation for theun_inching dedication of the employees whose performance professionalism and commitmentfor rendering high quality services to the clientele of the company has been commendable.

For and on behalf of the Board

Balkrishna V Chaubal

Chairperson

(DIN: 06497832)

Place : Mumbai

Date: July 31 2021

.