To,
The Members,
Your Board of Directors are pleased to present the Twenty-Fifth (25th)
Annual Report on the business and operations of Central Depository Services (India)
Limited ("CDSL/the Company"), along with the audited financial statements
(standalone and consolidated) for the financial year ended March 31, 2023 ("FY
2022-23").
1. State Of Affairs:
A. Financial Highlights:
(I in Lakh)
|
Consolidated |
Standalone |
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Income from Operations |
55,508.68 |
55,133.08 |
45,059.96 |
41,480.33 |
Other Income |
6,584.83 |
5,456.88 |
9,346.79 |
6,537.50 |
Total Income |
62,093.51 |
60,589.96 |
54,406.75 |
48,017.83 |
Expenditure |
23,187.70 |
18,447.76 |
18,371.53 |
13,273.14 |
Profit before Depreciation, share of profit/(Loss) from Associates and Taxation |
38,905.81 |
42,142.20 |
36,035.22 |
34,744.69 |
Depreciation |
1,948.04 |
1,146.28 |
1,586.33 |
1,010.02 |
Profit before Share of net profits of investments accounted for using equity method
and tax |
36,957.77 |
40,995.92 |
34,448.89 |
33,734.67 |
Share of profit/(Loss) of associates |
(442.34) |
(141.20) |
- |
- |
Profit Before Tax |
36,515.43 |
40,854.72 |
34,448.89 |
33,734.67 |
Taxations |
8,919.42 |
9,673.91 |
7,240.72 |
7,358.43 |
Profit after Tax |
27,596.01 |
31,180.81 |
27,208.17 |
26,376.24 |
Other Comprehensive Income (Net of Tax) |
162.25 |
(143.39) |
39.68 |
(217.96) |
Total Comprehensive Income |
27,758.26 |
31,037.42 |
27,247.85 |
26,158.28 |
B. Financial Performance:
i. Consolidated Results:
On a consolidated basis, the operational income of the Company for the year ended March
31, 2023 is at ^55,508.68 Lakh as against ^55,133.08 Lakh for the previous year ended
March 31, 2022, higher by 1%, resulting in total income of ^62,093.51 Lakh for the year
ended March 31, 2023 as against ^60,589.96 Lakh for the previous year ended March 31,
2022. Profit before Tax (PBT) for the year ended March 31, 2023, is ^36,515.43 Lakh as
against ^40,854.72 Lakh for the previous year ended March 31, 2022. Similarly, Profit
after Tax (PAT) for the year ended March 31, 2023 is at ^27,596.01 Lakh as against
^31,180.81 Lakh for the previous year ended March 31, 2022. Thus, Profit after Tax for the
year ended March 31, 2023, has decreased by 11%, as against the previous year ended March
31, 2022.
ii. Standalone Results:
On a standalone basis, the operational income of the Company for the year ended March
31, 2023 is at ^45,059.96 Lakh as against ^41,480.33 Lakh for the previous year ended
March 31, 2022, higher by 9%, resulting in total income of ^54,406.75 Lakh for the year
ended March 31, 2023 as against ^48,017.83 Lakh for the previous year ended March 31,
2022. The income from operations largly comprises of transaction charges, annual issuers
charges, CAS income, evoting income, corporate action charges, etc. The other income
includes dividend received from subsidiary of ^4,150 Lakh for the year ended March 31,
2023 as against ^2,350 Lakh for the previous year ended March 31, 2022. Pursuant to
Regulation 73 of the SEBI (Depositories & Participants) Regulations, 2018, the
contribution to IPF is determined at ^1,255.11 Lakh. The Profit before Tax (PBT) for the
year ended March 31, 2023, is ^34,448.89 Lakh as against ^33,734.67 Lakh for the previous
year ended March 31, 2022. Similarly, Profit after Tax (PAT) is ^27,208.17 Lakh as against
^26,376.24 Lakh. Thus, Profit after Tax for the year ended March 31, 2023 has increased by
3% as against the previous year ended March 31, 2022.
During the year, the Board of Directors of the Company reviewed the affairs of its
subsidiaries. In accordance with Section 129 (3) of the Companies Act, 2013, your Company
has prepared the consolidated financial
statements of the Company and of all its subsidiary companies in the same form and
manner as that of its own and in accordance with applicable accounting standards, which
forms part of this annual report. Further, a separate statement containing the salient
features of the financial statement of our subsidiaries in the prescribed format of Form
AOC-1 is appended as Annexure-A to the Board's Report. The statement also provides
details of the performance and financial position of each of the subsidiary company.
I n accordance with Section 136 of the Companies Act, 2013, the audited financial
statements including the consolidated financial statements and all other related documents
and information of the Company and separate audited accounts in respect of each of the
subsidiary are available on our website
https://www.cdslindia.com/InvestorRels/AnnualReports.html. These documents will be
available for inspection till the date of AGM during business hours at the registered
office of the Company.
C. Dividend:
Considering the performance of the Company for the year under review, your Directors
have recommended a final dividend of '16 per equity share of the face value of '10 each,
fully paid for the financial year ended March 31, 2023, subject to the approval of the
shareholders.
The final dividend, if approved, would result in a cash outflow of ^16,720 Lakh and
dividend payout ratio at 60.06%.
T he dividend recommended is in accordance with the principles and criteria as set out
in the Dividend Distribution Policy. The Policy can also be accessed on the Company's
website at the https://www.cdslindia.com/InvestorRels/CorporateGovernance.html.
2. Share Capital:
A. Change in Capital Structure:
Authorised Share Capital of your Company is '150,00,00,000 divided into 15,00,00,000
equity shares of '10 each whereas the Issued and Paid-Up Share Capital is '104,50,00,000
divided into 10,45,00,000 equity shares of '10 each.
As of March 31, 2023, out of 10,45,00,000 shares, 10,44,99,799 shares are in demat
mode, and 201 shares are in physical mode. There was no change in the Capital Structure of
the Company during the FY 2022-23.
3. Business Outlook and Overview:
A. The Capital Market Environment:
The FY 2022-23 was one of the most challenging years for the Indian Economy. During FY
2022-23, the S&P BSE Sensex opened at 58,530 on April 01, 2022, and touched a high of
63,583 on December 01, 2022, and thereafter closed at 58,991 on March 31, 2023. During
same period Nifty opened at 17,436 and hit a high of 18,887 on December 01, 2022, and
thereafter closed at 17,359 on March 31, 2023.
The International Monetary Fund (IMF), cuts India's GDP growth forecast for the 2024
& 2025 financial years amid a slowing global economy. The IMF projects the gross
domestic product to grow 5.9% in 2023-24, 20 basis points lower than estimated in January
2023. It projects India to grow 6.3% in the 2025 fiscal, 50 basis points lower than
estimated earlier.
According to IMF, the global outlook is uncertain amid the financial sector turmoil,
high inflation, effects of Russia-Ukraine war and three years of Covid.
Ahe World Bank cut India's growth forecast for FY 2023-24 to 6.3% from its December
estimate of 6.6% amid global headwinds and with rising borrowing costs and slower income
growth leading to a moderation in consumption, even as its country director Auguste Tano
Kouame said the Indian economy continues to show strong resilience to external shocks.
The Asian Development Bank (ADB) projects growth in India's gross domestic product
(GDP) to moderate to 6.4% in FY 2022-23 and rise to 6.7% in FY 2023-24, driven by private
consumption and private investment on the back of government policies to improve transport
infrastructure, logistics, and the business ecosystem. The growth estimates by both
multilateral agencies are close to the Reserve Bank of India's (RBI) February 8 forecast
of 6.4% growth in FY 2023-24.
B. Operational Performance:
The capital market plays a significant role in building the economy as it channelizes
domestic saving into sustainable financial assets. The Indian capital markets are robust
and deep. The markets have witnessed diverse magnitude of volatility and growth levels
based on global and domestic scenario and investor participations. The digitization of
various processes has helped to have easier access to stock markets and depository
services. This led to individuals from rural area have also initiated participation in
financial markets. In order to sustain the growth in its depository business, your company
continues to focus on enhancement of operational efficiency, upgradation of technology,
service quality and enhanced emphasis on investor education through seminars/workshops.
C. Beneficial Owner Accounts:
During the year under review, 200.04 Lakh net Beneficial Owner (BO) accounts were
added, taking the total number of such accounts to 830.01 Lakh as on March 31, 2023,
making us the first depository to cross the 800 Lakh milestone.
D. Securities Admitted:
Securities like equity shares, preference shares, mutual fund units, debt instruments,
government securities, certificates of deposit, commercial papers and a host of other
instruments are available for dematerialization by the investors. Details of the
securities admitted with CDSL are given below:
E. Position of Securities held in the System:
The value and volume of securities held with CDSL in the year under review as compared
to the previous year are indicated below:
The comparative figures of net BO accounts as on March 31, 2022 and March 31, 2023 are
given in the following table:
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Increase over the previous year's cumulative figure |
|
|
Number |
Percentage (%) |
8,30,01,541 |
6,29,97,046 |
2,00,04,495 |
31.75 |
Securities |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Change over the previous year(%) |
Equity Shares |
19,304 |
17,336 |
11.35 |
Debt Instruments |
10,399 |
9,517 |
9.27 |
Other Securities |
26,648 |
25,994 |
2.52 |
Total |
56,351 |
52,847 |
6.63 |
|
Year ended |
|
Holding of Securities |
March 31, 2023 |
March 31, 2022 |
Change over the previous year (%) |
Value (' in lakh crore ) |
39.71 |
37.17 |
6.83 |
Volume (in crore) (Number of Securities) |
61,285 |
56,757 |
7.98 |
F. Depository Participants and Service Centers:
As on March 31, 2023, 588 Depository Participants held valid registration certificates
of Securities and Exchange Board of India (SEBI) as compared to 584 valid SEBI
registrations as on March 31, 2022. Further, investors have access to 18,676 DP service
centers spread across India.
G. Investor Awareness/Education Seminars:
CDSL Investor Protection Fund (CDSL IPF) conducts various investors awareness
activities aiming at promoting financial education from the depository point of view in
particular and other capital market initiatives in general to educate investors to take an
informed
decision with respect to any matter related to Capital Market and become 'Atmanirbhar
Niveshak' or the selfsufficient investor.
C DSL IPF on continuous basis conducts Investor Awareness Programs (IAPs) in
association with SEBI, Market Infrastructure Institutions (MIIs), Financial Institutions,
Professional Entities, Mutual Funds, Colleges & Universities, Government Officials,
Corporate Employees etc. for retail and potential investors as a major target groups. We
believe investor education can become a significant key in achieving financial inclusion
in the capital market. During FY 2022-23, CDSL IPF conducted 1,552 IAPs in English, Hindi
and other 16 languages across India through online and offline mode and reached out to
more than 1 Lakh investors across India including Tier 2, Tier 3 and Tier 4 Towns/Cities.
To spread the financial education on a wider scale, CDSL has also reached out to
investors through various social media platforms like Facebook (@cdslindia),
Twitter (@cdslindia), LinkedIn (@cdslindia), KOO App (@cdslindia), Instagram (@cdslindia)
and YouTube (@cdslindiaLtd). Various posts i.e., pictures, GIFs, videos related to
IAPs, awareness information about various services provided by CDSL are uploaded for the
benefit of investors. CDSL also provides various information beneficial to investors on
its website under the head Investors Corner.
For the benefit of Investors, Informative booklet on "Securities Market
Understanding from Investor's Perspective" which was prepared jointly by SEBI, CDSL
& other MIIs in 13 regional languages namely English, Malayalam, Punjabi, Hindi,
Marathi, Gujarati, Telugu, Tamil, Oriya, Kannada, Assamese, Manipuri, Bengali have been
uploaded on CDSL website at https://www.cdslindia.com/Investors/InvestorCorner.aspx. This
booklet is shared with the Investors during IAPs for their knowledge building and future
reference.
H. New Initiatives:
i. Application Program Interface (API):
CDSL has developed few more APIs viz. eDIS for T+1 trades etc., for its Depository
Participants (DPs), which will assist the DPs in automating their processes and
back-office operations. APIs for account opening, common transaction upload (which
includes off-market, on-market, early pay-in & inter depository transactions),
pledge/unpledge/confiscation transactions, Margin Pledge & Margin Funding transactions
that were made available is being used by large number of DPs. This will lead to ease in
operations of all the CDSL DPs and the market participants.
ii. System Enhancements:
C DSL believes in the power of digitization and continuously tries to enhance its
systems to increase the efficiency of processes as prescribed by SEBI. Some of the
important system enhancements are enumerated below -
a. I implementation of Demat Debit and Pledge Instructions (DDPI):
CEBI issued guidelines regarding execution of 'Demat Debit and Pledge Instruction'
(DDPI) for transfer of securities towards deliveries/ settlement obligations and
pledging/re-pledging of securities. DDPI was thus implemented with effect from August 31,
2022.
Initially, the DDPI option was made available only for securities related market
transactions and margin pledge. The transactions pertaining to mutual fund redemption and
transactions pertaining to tender offer were kept out of DDPI. Considering the
representations made by market intermediaries and in consultation with Broker Associations
and Depositories, SEBI extended to DDPI option for the aforesaid two types of transactions
too with effect from January 27, 2023.
b. Implementation of Mandatory Unique Client Code (UCC) and Block mechanism:
An investor is expected to mandatorily put UCC details i.e., UCC, Trading Member ID
(TMID), Clearing Member ID (CMID), Market Segment type, Exchange ID and Clearing
Corporation ID (CCID) for all types of market transaction viz. early payin, normal payin
and on market. Under the block mechanism, in the case of early pay in of securities of a
BO intending to make a sale transaction are blocked in the BOs demat account in favour of
the concerned CM-CC combination. The actual debit from the investors account is made on
the day of the settlement.
The advantage of using this system is to ensure that the investor continue getting
interest, dividend, bonus, etc. on the shares till the record date. Due to the aforesaid
distinct advantages and reduced paperwork at the TMs/CMs office, almost about 90% of the
transactions in CDSL comes as early pay in.
c. Implementation of T + 1 settlement:
SEBI vide circular no. SEBI/HO/MRD2/DCAP/P/ CIR/2021/628 dated September 07, 2021
introduced T+1 rolling settlement wherein new Market Type was introduced for T+1
settlement. Accordingly, transition of all Securities from T+2 Settlement cycle to T+1
Settlement in Equity Segment was implemented in a phased manner ending on January 27,
2023. The switch has been adopted with ease by the investors by adopting to enter market
transactions using early pay in.
d. Implementation of T+1 in eDIS:
We have introduce change in API for handling multiple settlement in the single API
call.
e. Implementation of Buyback of securities (Tender offer):
Earlier, the shares tendered by the shareholders for buyback/tender offer are required
to be directly transferred to the account maintained by the Clearing Corporation (CC).
Such transfer involves systematic risk, cumbersome process, time, and cost.
Block Mechanism has been implemented, which allow the tendered shares to be earmarked
in the account of the BO. This allows the BO to easily modify or delete an existing offer
and get its shares released. Further, upon finalization of the entitlement, only the
accepted quantity of shares that are tendered will be debited from the demat account of
the shareholders.
f. Implementation of Electronic Gold Receipts (EGR):
The electronic units resulting from the conversion of physical gold held with a
registered safe deposit vault into electronic form is an EGR. The EGRs can be used to
trade in the stock exchanges. This is equivalent to gold spot market. The system has been
live since October 2022.
g. Securities and Covenant Monitoring using Distributed Ledger Technology (DLT):
Securities and Covenant Monitoring was the first system launched by Depository under
the aegis of SEBI to use the block chain technology Distributed Ledger Technology (DLT)
system. The purpose of DLT is to record and monitor all assets vis-avis life cycle of a
secured bond viz. bond issuance, redemption, etc.
Some of the important advantage of the said system as enumerated below:
Assets allocated against each secured bond
Tracking the net worth/ability of the asset to support the underlying bond
Ensure update of assets, charges and other details in ROC and CERSAI
iii. Transaction Cum Holding Statements:
As on March 31, 2023, 202 Depository Participants (DPs) have availed of the service of
dispatch of transaction cum holding statements (DOTS and e-DOTS). In FY 202223, CDSL has
processed 50.54 Lakh statements. During the FY 2022-23, 8.67 Crore statements have been
sent electronically and 62.15 Lakh statements have been sent for the purpose of
Consolidated Statement (CAS).
iv. Corporate Bond Database:
Your Company has details of all the debt instruments updated in the CDSL's Corporate
bond database portal in CDSL. The information of these debt instruments are in sync with
the NSDL's Corporate Bond database platform. The platform is also accessed by the Credit
Rating Agencies (CRAs) Agencies to update rating details as and when there is a change in
the rating of the said instrument. The corporate bond details are available at our website
at https://www. cdslindia.com/CorporateBond/SearchISIN.aspxweb. Investor can access
this portal to get an overall view of any given debt.
v. Technology Initiatives:
CDSL continuously works on upgrading the features and functionalities of the Depository
applications. In addition, CDSL is constantly working towards upgradation of technology
deployed and have upgraded our infrastructure to support the business growth and providing
faster services to our customers.
CDSL has also further enhanced the appropriate cyber security framework and controls as
prescribed by SEBI & CERT-In, from time to time to mitigate the cyber security risks.
vi. Continuing Professional Education (CPE) Programs - Depository Operations
Certification Examination (DOCE):
National Institute of Securities Markets (NISM) has been offering Continuing
Professional Education (CPE) Programs for Associated Persons in the Securities Market
Intermediaries.
CDSL, as a NISM Accredited CPE Provider for conducting CPE Programs, has successfully
carried out 11 programs for 168 participants during the year.
vii. E-Voting:
As on March 31, 2023, total 6,299 companies have signed agreements with CDSL to conduct
e-Voting. So far, the e-Voting system recorded 35,347 instances of voting carried out by
5,567 companies.
viii. E-Notices:
I n the light of green initiative in the Corporate Governance by Ministry of Corporate
Affairs, CDSL has started offering the services to companies for sending documents to its
shareholders electronically. As on March 31, 2023, a total of 1,410 companies have signed
for availing these services.
ix. Recording of Debt Issues using Blockchain:
Your Company is in the final leg of creation of a state of the art system using block
chain/distributed ledger technology (DLT) to record the life cycle for "listed"
or "to be listed" non-convertible secured debentures (NCDs) from the time of
creation of the instrument with underlying assets offering security, to the approval of
the same by the Debenture Trustee (DT). The system also captures the initial rating given
by the Credit Rating Agency (CRA) as well as the periodic/ad hoc updates of rating of a
given instrument. Further the listing status of the instrument will also be captured.
Additionally, regular/periodic interest payments up to the payment of the redemption
amounts are also captured. This is likely to bring in greater transparency in the manner
in which the secured instruments are issued and managed in the capital market. Issuers
proposing to issue bonds may visit CDSL DLT services system at https://dltbond.cdslindia.com/login
to enter details of assets, followed by details of instrument, charge creation etc. for
the same to be approved by the Debenture Trustee for getting it admitted with the
depository and listed with the stock exchanges.
4. Board of Directors and Management:
A. Directors and Key Managerial Personnel (KMPs):
The SEBI (Depositories and Participants) Regulations, 2018 were notified on October 03,
2018. As per regulation 25 of SEBI (Depositories and Participants) Regulations, 2018:
the appointment and re-appointment of all Shareholder Directors on the Board of
Depository shall be with the prior approval of SEBI;
the Public Interest Directors on the Board shall be nominated by SEBI.
As per Regulation 24(9) of the SEBI D&P Regulations, no depository participant or
their associates and agents, irrespective of the depository of which they are members
shall be on the Governing Board of the depository.
The Board of Directors comprises of Nine Directors on the Governing Board of CDSL as on
March 31, 2023 which are as follows:
Board Composition as on March 31, 2023:
Independent Director/Public Interest Director (PID) |
'Shri Balkrishna V Chaubal, Chairperson |
Prof. (Dr.) Bimalkumar N Patel |
Shri Sidhartha Pradhan |
Prof. Umesh Bellur |
Smt. Rajeshree Sabnavis |
Shri Gurumoorthy Mahalingam |
Executive Director |
Non Executive Director |
Shri Nehal Vora |
Shri Masil Jeya Mohan P |
Shri Nayan Mehta |
(Managing Director & CEO) |
(Shareholder Director) |
(Shareholder Director) |
Note: Shri Nayan Mehta ceased to be Director with effect from May 16,2023.
Change in Composition during the Year:
The changes taken place in the constitution of Directors and KMPs of CDSL during the FY
2022-23 are as follows:
Retirement by rotation and subsequent
re-appointment:
i. Shri Nayan Mehta was reappointed as Shareholder Director of the Company by the
shareholders at the 24th Annual General Meeting of the Company on September 15,
2022. SEBI vide its letter dated October 11, 2022, had approved the re-appointment of Shri
Nayan Mehta as Shareholder Director on the Governing Board of CDSL, who shall be liable to
retire by rotation and accordingly, the appointment of Shri Nayan Mehta was effective from
October 11, 2022.
Extension of Term of Director:
i. SEBI vide its letter dated July 22, 2022, has accorded its approval for extension of
term of Shri Balkrishna V Chaubal as Public Interest Director on the Governing Board of
CDSL for a period of three (3) years from July 30, 2022 to July 29, 2025.
SEBI vide its letter dated August 03, 2022, has accorded its approval for extension of
term of Shri Balkrishna V Chaubal as Chairperson on the Governing Board of CDSL.
ii. SEBI vide its letter dated August 03, 2022, has accorded its approval for extension
of term of Prof. (Dr.) Bimalkumar N Patel as Public Interest Director on the Governing
Board of CDSL for a period of three (3) years from September 27, 2022 to September 26,
2025.
iii. SEBI vide its letter dated October 14, 2022, has accorded its approval for
extension of term of Prof. Umesh Bellur as Public Interest Director on the Governing Board
of CDSL for a period of three (3) years from November 29, 2022, to November 28, 2025.
iv. SEBI vide its letter dated November 04, 2022 has accorded its approval of the
appointment of Shri Sidhartha Pradhan as Public Interest Director on the Governing Board
of CDSL for a period of three (3) years from November 29, 2022, to November 28, 2025.
Resignation of Director:
i. Smt. Preeti Saran, Public Interest Director resigned w.e.f. October 17, 2022. She
was on the Board of the Company since November 29, 2019. The Company places on record
appreciation for her guidance, mentoring and contribution to the growth of the Company
throughout her tenure.
Appointment of Director:
i. SEBI vide its letter dated October 14, 2022, has accorded its approval of the
appointment of Smt. Rajeshree Sabnavis as Public Interest Director in place of Smt. Preeti
Saran on the Governing Board of the Company. The appointment of Smt. Rajeshree Sabnavis as
Public Interest Director on the Governing Board of CDSL for a period of three (3) years
from November 29, 2022 to November 28, 2025.
ii. SEBI vide its letter dated February 27, 2023, received on February 28, 2023, had
accorded its approval for appointment of Shri Gurumoorthy Mahalingam as Public Interest
Director on the Governing Board of the Company. The appointment would be for a period of
three (3) years from March 09, 2023 to February 26, 2026.
Changes in KMP :
i. Shri Rajesh Saraf, Chief Data and Operations Officer was appointed w.e.f October 19,
2022.
ii. Shri Ashwin Lalchandani, AVP- Risk Management, was appointed w.e.f February 08,
2023.
iii. Shri Prithwijit Dinda, VP- Information Technology, retired w.e.f August 31, 2022.
iv. Shri Rajesh Nadkarni, Chief Information Security Officer, resigned w.e.f January
27, 2023.
Retirement by Rotation:
As per the provisions of Section 152(6)(d) of the Companies Act, 2013, Shri Masil Jeya
Mohan P, the Shareholder Director being liable to retire by rotation and being eligible
has offered himself to be reappointed. Accordingly, he would be considered for being
re-appointed as Director at the ensuing Annual General Meeting.
B. Declaration from Directors:
i. The Company has received necessary declarations from the Independent Directors viz.
Public Interest Directors as required under Section 149 of the Companies Act, 2013 and
under clause (b) of sub-regulation (1) of regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). There has been
no change in the circumstances affecting their status as Independent Directors viz. Public
Interest Directors of the Company; and
ii. All the Independent Directors of the Company have enrolled their names in the
online database of Independent Directors by Indian Institute of Corporate Affairs
maintained by the IICA.
C. Declaration by the Company:
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
D. Number of Meetings of the Board of Directors and its various Committees:
Ten meetings of the Board of Directors were held during the FY 2022-23. The details of
Meetings of Board and Committees held during the year, attendance of Directors at the
meetings and constitution of various Committees of the Board are included separately in
the Corporate Governance Report, which is enclosed as Annexure-B.
E. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
F. Performance Evaluation of the Board:
The Board of Directors of the Company on recommendation of Nomination and Remuneration
Committee, adopted Board Evaluation Policy to comply with the various provisions of the
Act, SEBI Listing Regulations, SEBI D&P Regulations, SEBI circular dated February 05,
2019.
The policy has been framed with an objective to ensure individual Directors of the
Company and the Board as a whole, works efficiently and effectively in achieving their
functions, in the interest of the Company and for the benefit of its stakeholders.
Accordingly, the policy provides guidance on evaluation of the performance of:
(i) i ndividual Directors (including the Chairperson and Public Interest Directors);
(ii) the Board as a whole; and
(iii) various committees of the Board.
The criteria for evaluation for each of the above are as follows:
Internal Evaluation
The Board of Directors of the Company carried out annual evaluation of the Board,
Committees of the Board and individual Directors in accordance with the regulatory
requirements and as per the policy of evaluating performance of the Board of Directors and
of its Committees and Individual Directors on the basis of a structured questionnaire,
drafted in accordance of the guidelines issued by SEBI, which comprises evaluation
criteria taking into consideration various performance related aspects. All the Directors
participated in the evaluation process. Recommendations arising from this entire process
were deliberated upon by the Board to augment its effectiveness and optimize individual
strengths of the Directors.
A separate meeting of the Independent Directors was held wherein the performance of the
NonIndependent Directors, performance of the Board as a whole (including the Committees)
and also that of the Chairperson in terms of the provisions of the Act, the Listing
Regulations and the Guidance Note issued by the Securities and Exchange Board of India in
this regard was discussed.
External Evaluation
As per the SEBI (Depositories and Participants) Regulations, 2018, Public Interest
Directors can be nominated by SEBI on the Board of a depository for an initial term of
three years, extendable by another term of three years subject to performance review
prescribed by SEBI. SEBI vide its circular dated February 05, 2019, has mandated the
Public Interest Directors of a depository to be subject to an external evaluation during
the last year of their term.
Accordingly external Evaluation was conducted in accordance with aforesaid SEBI
circular for those PID's whose term were about to expire.
G. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of
Directors reports that:
i. in preparation of the annual accounts, the applicable accounting standards have been
followed and proper explanations relating to material departure, if any, have been
provided;
ii. a ccounting policies have been selected and applied them consistently and the
judgements and estimates made 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 and of the
profit of the company for that period;
iii. proper and sufficient care has been taken 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 frauds and other
irregularities;
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 that
such internal financial controls are adequate and were operating effectively;
vi. p roper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
H. Nomination & Remuneration Policy for Directors:
The Nomination and Remuneration Policy has been framed in order to set out principles,
parameters and governance framework for the appointment and remuneration for Shareholder
Directors, Public Interest Directors, Managing Director & CEO and Key Managerial
Personnel of the Company. The Nomination & Remuneration Policy can be accessed on
website of the Company at https://www.cdslindia.com/InvestorRels/
CorporateGovernance.html.
I. Internal Financial Control Systems and their Adequacy:
The details in respect of adequacy of internal financial controls with reference to the
Financial Statements forms part of the Management Discussion and Analysis Report enclosed
as Annexure-C.
J. Compliance with Secretarial Standards:
T he Company has complied with the applicable Secretarial Standards issued by the
'Institute of Company Secretaries of India'.
K. Annual Return:
The Annual Return of the Company as on March 31, 2023, in Form MGT-7 in accordance with
Section 92 (3) of the Act read with the Companies (Management and Administration) Rules,
2014, is available on the website of the Company at https://www.cdslindia.com/
InvestorRels/GeneralMeeting.html
5. Subsidiaries, Associates and Joint Ventures
Details of Subsidiary Companies, Associate, and Joint Venture Companies:
Your Company has following Subsidiary and Associate Companies as on March 31, 2023:
Sr. No. |
Name of the Company |
Details of the Company |
1. |
CDSL Ventures Limited (CIN: U93090MH2006PLC164885) - Wholly Owned Subsidiary |
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 Profiling and Record keeping of
Mutual Fund Investors on account of The Prevention of Money Laundering Act, 2002
("PMLA") related KYC requirements. After the introduction of the KRA regulations
in 2011, CVL was the first entity to register as a KYC Registration Agency (KRA) with
SEBI. As a KRA, CVL provides fully digitized KYC services to all intermediaries in the
Capital Markets. CVL currently holds over 5.37 Crore fully digitized KYC records. |
|
|
CVL is also offering the following as part of its service portfolio: |
|
|
1. CKYC Services: CVL assists intermediaries to become CKYC compliant by facilitating
processing of KYC documents for uploading 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 for
claims under PMJJBY scheme. |
|
|
6. GST Suvidha Provider Services for filing GST Returns |
|
|
7. Processing and handling Refund payments to investors of PACL Ltd. pursuant to
Justice (Retd.) R M Lodha Committee. |
|
|
8. Accredited Investor Agency. |
|
|
CVL has done a detailed Cyber risk assessment of its infrastructure to safeguard
itself from cyber threats and vulnerabilities. |
2. |
CDSL Insurance Repository Limited (CIN: U74120MH2011PLC219665) - Subsidiary Company |
CDSL Insurance Repository Limited (CIRL) is regulated by the Insurance Regulatory and
Development Authority of India (IRDAI) and is in the business of enabling policy holders
to hold life policies, motor policies, health policies and in the near future, all other
types of general (nonlife) policies in electronic form. CIRL has arrangements with several
life insurance companies, health insurance companies and general insurance companies
enabling the policy holders to hold policies in electronic form. |
|
|
Your Company had floated a separate subsidiary viz. CIRL, in the year 2011, under the
"Guidelines on insurance repositories and electronic issuance of insurance
policies" issued by IRDAI. CIRL provides policyholders a facility to keep their
insurance policies in electronic form and to undertake changes, modifications and
revisions in the insurance policy with speed and accuracy, to bring about efficiency,
transparency and cost reduction in the issuance and maintenance of insurance policies. |
|
|
Leading public sector and private sector insurance companies have contributed to the
equity capital of CIRL. At the time of launch in August 2013, the insurance repository
services were restricted only to Life insurance policies. However, later, IRDAI has
extended the scope of services to Health and Motor Vehicle insurance policies and soon, to
all other types of general insurance. Further, initially only individual policies were
allowed in electronic form but subsequently this feature is being extended to corporate
and group policies. |
|
|
As on March 31, 2023, the Company has 9.45 Lakh active eIAs (electronic insurance
accounts) as against 7.11 Lakh active eIAs as on March 31, 2022, in the Repository. |
|
|
As on March 31, 2023, over 8.07 Lakh electronic policies constituting 7.50 Lakh life
e-insurance policies, 2,741 motor e-insurance policies and 54,130 health e-insurance
policies have been credited in the eIAs as against around 5.59 Lakh electronic policies
constituting 5.22 Lakh life insurance policies, 1,593 motor insurance policies and 35,187
health insurance policies as on March 31, 2022. The above figures indicate that there is a
positive trend in creating electronic insurance policies, with a growth rate of 44%
year-on-year. |
|
|
CIRL has tied up with twenty-two life insurance companies, five health insurance
companies and fourteen general insurance companies, which is a total of forty-one
insurance companies, for holding policies in electronic form. |
|
|
CIRL has received a contract from an Insurance company, to operate remote offices on
their behalf and provide outsourcing services. We are also interacting with other
insurance companies to provide similar services. Considering the trend of companies
outsourcing their activities, these services contracts will provide your Company with new
revenue streams, apart from the Insurance Repository (IR) business. |
3. |
CDSL Commodity Repository Limited (CIN: U74999MH2017PLC292113) - Subsidiary Company |
Your Company has incorporated a subsidiary in the name of CDSL Commodity Repository
Limited (CCRL) to establish and run a Commodity Repository on the lines of a Securities
Depository. Warehousing Development and Regulatory Authority (WDRA) is the regulator for
CCRL. CCRL received the certificate of commencement of business/registration from WDRA on
September 26, 2017 and commenced operations from September 30, 2017. Multi Commodity
Exchange of India Ltd. (MCX) and BSE Investments Ltd. have each taken up 24% of the stake
in CCRL in May, 2018 and August, 2018 respectively. |
|
|
CCRL today exclusively serves three derivative commodity exchanges for their
derivative trades in Agri-commodities. These are Multi Commodity Exchange of India
Limited, Bombay Stock Exchange Limited and Indian Commodity Exchange Limited. As on March
31, 2023, CCRL has opened close to 2,701 client accounts and has issued about 43,838
Electronic Negotiable Warehouse Receipts. |
4. |
India International Bullion Holding IFSC Limited (CIN: U67100GJ2021PLC123076) -
Associate Company |
India International Bullion Holding IFSC Limited is an unlisted public company
incorporated on June 04, 2021. It is classified as a public limited company and is located
in Gandhinagar, Gujarat and received registration as Finance Company from International
Financial Services Centres Authority (IFSCA) on August 09, 2021. |
|
|
India's bullion market is one of the largest in the world, the second largest in terms
of consumption and holds an important position globally, but it lacks organization and
structure. A bullion spot exchange is expected to address these challenges and eliminate
market inefficiencies. As a prominent market, India has always aspired to be a price
setter for the bullion. |
|
|
Honourable Finance Minister Smt. Nirmala Sitharaman in the 2020 Union Budget gave a
major boost to this aspiration by announcing the setting up of India International Bullion
Exchange (IIBX) at International Financial Services Centre (IFSC) at GIFT City in
Gandhinagar, Gujarat. |
|
|
Pursuant to Memorandum of Understanding between Central Depository Services (India)
Limited (CDSL), India INX International Exchange (IFSC) Limited (INDIA INX), Multi
Commodity Exchange of India Limited (MCX), National Securities Depository Limited (NSDL)
& National Stock Exchange of India Limited (NSE) the holding company India
International Bullion Holding IFSC Limited (IIBH) has been created for setting up and
operationalizing India International Bullion Exchange, Bullion Clearing Corporation and
Bullion Depository in IFSC, GIFT City. IIBH is setting up the Bullion Exchange through its
subsidiary, India International Bullion Exchange IFSC Limited (IIBX), encompassing the
Bullion Exchange and the Bullion Clearing Corporation. |
7. Investor Education and Protection Fund
A. Contribution towards Investor Education and Protection Fund (IEPF):
Amount of unclaimed/unpaid dividend and the corresponding shares; |
Not Applicable |
Amount of matured deposits, if any; |
Not Applicable |
Application money received for allotment of any securities and due for refund along
with interest accrued; |
Not Applicable |
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 B below |
B. Amount of Unpaid and Unclaimed Dividend:
|
Financial Year |
Particulars |
2017-18 (Final Dividend) As on 31.03.2023 |
2018-19 (Final Dividend) As on 31.03.2023 |
2019-20 (Final Dividend) As on 31.03.2023 |
2020-21 (Final Dividend) As on 31.03.2023 |
2021-22 (Final Dividend) As on 31.03.2023 |
Amount (in ') |
5,85,627.00 |
10,34,228.00 |
17,52,812.50 |
22,37,035.00 |
46,38,446.00 |
No. of Shares |
1,67,322 |
2,58,557 |
3,89,513 |
2,48,559 |
3,09,229 |
Due date for transfer of unpaid dividend amount |
October 18, 2025 |
November 15, 2026 |
November 13, 2027 |
November 19, 2028 |
November 13, 2029 |
Due date for transfer of corresponding shares |
November 17, 2025 |
December 15, 2026 |
December 13, 2027 |
December 19, 2028 |
December 13, 2029 |
6. Major Events Occurred During The Year:
A. Material changes affecting the financial position which have occurred between the
end of the financial year and the date of the report:
No material changes affecting the financial position have occurred between the end of
the financial year and the date of the report.
B. Change in the nature of business:
The Company has not undergone any changes in the nature of the business during the FY
2022-23.
C. 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:
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
D. Cyber Incident:
CDSL, on Friday, November 18, 2022, detected malware in a few of its internal machines.
As a matter of abundant caution, the Company immediately isolated its machines and
disconnected itself from other constituents of the capital market and took immediate
measures to recover & enhance the security of its existing network and system. CDSL
also immediately reported the incident to SEBI and other relevant regulatory bodies. The
sanitized set-up and application deployment were completed by evening of Saturday,
November 19, 2022 and applications were started midnight onwards. The settlement for
November 18, 2022 was conducted on Sunday, November 20, 2022 from 11:00 a.m. onwards in
co-ordination with other MIIs and thereafter settlement and core depository activities
were conducted successfully from Monday, November 21, 2022 onwards.
C DSL has been in compliance with the necessary requirements as prescribed for such
incidence.
8. Public Deposits:
A. Deposits:
Your company has not accepted any deposits within the meaning of Section 73 & 76 of
the Companies Act, 2013 and the Rules made thereunder. There are no deposits remaining
unpaid or unclaimed as at the end of the year and there has been no default in repayment
of deposits or payment of interest thereon during the year.
B. 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 on
March 31, 2023, there has been no non-compliance with the requirements of the Companies
Act, 2013.
9. Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act,
2013:
Details of Loans, Guarantees or investments under Section 186 of the Companies Act,
2013 are given in the notes to the financial statements.
10. Auditors:
A. Statutory Auditors & Audit Report:
M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), Chartered
Accountants, Mumbai was appointed as Statutory Auditors of the Company in the twentieth
Annual General Meeting held on August 20, 2018 to hold office from the conclusion of the
20th Annual General Meeting till the conclusion of the 25th Annual
General Meeting. Accordingly, M/s. S. R. Batliboi & Co. LLP are the Statutory Auditors
of the Company for the FY 2022-23 and shall continue as Statutory Auditors of the Company
till the conclusion of the 25th Annual General Meeting.
The Board, based on the recommendation of the Audit Committee, has recommended
re-appointment of M/s. S. R. Batliboi & Co. LLP, as the Statutory Auditor of the
Company for a further term of five years from the conclusion of the ensuing 25th
Annual General Meeting till 30th 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 their
report.
B. Details in respect of frauds reported by auditors:
There are no frauds reported by auditors under Section 143(12) of the Companies Act,
2013.
C. Internal Auditors:
I n terms of the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Dalal Doctor &
Associates, Chartered Accountants (Firm Registration No. 120833W) for the period from
April 01, 2022, to March 31, 2023, as Internal Auditors & Concurrent Auditors of the
Company.
There are no qualifications, reservations or adverse remarks or disclaimer made by the
Internal Auditors and Concurrent Auditors in their report.
D. Secretarial Auditors and Secretarial Audit Report:
M/s. Vatsal Doshi & Associates (C.P.No.22976/Membership No. A50332), Practicing
Company Secretaries, Mumbai, was appointed as Secretarial Auditor of the Company for the
FY 2022-23. In accordance with Section 204(1) of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, and
Regulation 24A of the SEBI Listing Regulations, a copy ofthe Secretarial Audit Report
issued in Form MR-3 by M/s. Vatsal Doshi & Associates, Secretarial Auditors is
enclosed as an Annexure-D to this report. The Secretarial Audit Report of CDSL
Ventures Limited, a material unlisted subsidiary of the Company issued in Form MR-3 by
M/s. Vatsal Doshi & Associates, Secretarial Auditors also forms part of Annexure-E to
this report.
E. Cost Records:
The Company is not required to maintain cost records as specified by the Central
Government under subsection (1) of Section 148 of the Companies Act, 2013 and accordingly
such accounts and records are neither made nor maintained.
11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo:
A. Conservation of energy, technology absorption:
Considering the nature of the operations of your Company, provisions with respect to
conservation of energy and technology absorption of Section 134(3) (m) of the Companies
Act, 2013, are not applicable, though the company uses all the possible ways in conserving
energy. The Company has, however, used information technology extensively in its
operations.
B. Foreign exchange earnings and outgo:
Details of foreign exchange earnings and outgo during the year under review are as
under:
(' in Lakh)
Particulars |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Earnings |
- |
- |
Foreign Exchange Outgo: |
|
|
Software license |
11.74 |
3.74 |
Conference Expenses |
9.4 |
- |
Membership & Subscription |
2.74 |
- |
Total |
23.88 |
3.74 |
12. Risk Management and Compliance:
A. Risk Management Policy:
The Company has a robust Risk Management Policy to effectively handle various internal
and external risks that can impact our business performance.
The Company has a dedicated Risk Management function, independent from the operations
and business units of the Company. The Risk Management team is responsible for assessment,
monitoring and reporting of risks.
The Risk Management Policy identifying the various elements of risks is explained in
detail in the Management Discussion and Analysis Report attached as Annexure-C.
13. Corporate Social Responsibility (CSR):
The Board has framed a Corporate Social Responsibility (CSR) Policy in compliance with
the requirements of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy), Rules, 2014. In accordance with its CSR
philosophy and the specified activities under the Act, the CSR activities of the Company
has thrust areas including promotion of education; promoting gender equality and
empowering women; eradicating extreme hunger and poverty; reducing child mortality and
improving maternal health; combating human immunodeficiency virus, acquired immune
deficiency syndrome, malaria and other diseases; ensuring environmental sustainability;
employment enhancing vocational skills; social business projects; contribution to the
Prime Minister's National Relief Fund or any other fund set up by the Central Government
or the State Governments for disaster relief, socio-economic development and relief and
funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward
classes, minorities and women. Our Company has constituted a robust and transparent
governance structure to oversee the implementation of its CSR Policy.
CDSL works primarily by partnering with various organisations, towards supporting
projects in the areas of promoting education, and enhancing vocational skills; promoting
healthcare including preventive healthcare and rural development; environmental
sustainability and ecological balance and research and development. CDSL, through various
organisations, has extended its support to socially and economically disadvantaged
communities, aiming to create a positive and lasting change.
The list of CSR activities undertaken during the year through various CSR Partners is
as follows:
Sr. No. |
CSR Partner |
Location |
Description |
1. |
Rotary |
Palghar |
Adult Literacy Program Targeting tribal non-literate adult women in Native language
through Computer Based Functional Literacy solution |
2. |
AARTH |
PAN India |
Online Academy for Financial Literacy Free online webinars/seminars and certifications
for learners of 18-25 years of age from Tier II & Tier III Cities |
3. |
Educate Girls |
Robertsganj, Uttar Pradesh |
Enrolment Retention & Learning model to ensure all girls go to school |
4. |
Swades Foundation |
Raigad & Nashik |
Affordable medical services for Children with special Needs: Hearing Disability,
Pediatric Eye Care & Cardiac Care |
5. |
SMILE Foundation |
Jaisalmer, Rajasthan |
SMILE on Wheels: Mobile vehicle providing Quality Primary Healthcare Services in
difficult terrains of the country |
6. |
Narayana Hrudayalaya Charitable Trust (NHCT) |
Mumbai |
Medical and financial support to the underprivileged patients seeking treatment for
life threatening conditions |
7. |
Sankalptaru Foundation |
Meghalaya, Rajasthan, Gujarat, Maharashtra |
Tree plantation Program: Barren Land Transformation Program and Urban Plantation
Program |
8. |
Rashtriya Raksha University |
PAN India |
Research Project - Prevention of Victimization from Forgeries & Financial Frauds |
9. |
IIT-Bombay |
PAN India |
Research Project - Threat Detection and Response in Linux End Points |
The Corporate Social Responsibility Policy can be accessed on website of the Company: https://www.cdslindia.com/InvestorRels/CorporateGovernance.html
During FY 2022-23, the Company has sponsored various projects and the report on CSR
activities pursuant to Section 135 and Schedule VII of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-F.
14. Vigil Mechanism/Whistle Blower Policy:
The Company has formulated a Whistle Blower Policy pursuant to Regulation 22 of the
SEBI Listing Regulations and Section 177(10) the Companies Act, 2013 enabling stakeholders
to report any concern of unethical behaviour, suspected fraud or violation.
The said policy inter-alia provides safeguard against victimization of the Whistle
Blower. Stakeholders including Directors and Employees have access to the Chairperson of
the Audit Committee.
During the year under review, no stakeholder was denied access to the Chairperson of
the Audit Committee.
The said policy is available on the website of the Company at
https://www.cdslindia.com/InvestorRels/ CorporateGovernance.html
15. Related Party Transactions:
All Related Party Transactions entered during the FY 2022-23 were in the ordinary
course of business and on an arm's length basis. Disclosure of related party transactions
pursuant to Section 134 (3) (h) read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2 are attached as Annexure-G.
The Disclosures of Related Party Disclosures for annual results pursuant to clause 2 of
para A of Schedule 5 of the SEBI Listing Regulations are stated below:
Sr. |
Particulars |
|
In the Accounts of Central Depository Services (India) Limited
(CDSL') (Holding Company) |
1 |
Loans and advances in the nature of loans to subsidiaries by name and amount. |
Loans and advances in the nature of loans to associates by name and amount. |
Loans and advances in the nature of loans to firms/companies in which directors are
interested by name and amount. |
Subsidiary Name |
Amount (J in Lakh) |
Associate Name |
Amount (J in Lakh) |
Companies where directors are interested |
Amount (J in Lakh) |
CDSL Ventures Limited |
NIL |
India International Bullion Holding IFSC Limited |
NIL |
Not applicable |
NIL |
CDSL Insurance Repository Limited |
NIL |
|
|
|
|
CDSL Commodity Repository Limited |
NIL |
|
|
|
|
India International Depository IFSC Limited (formerly CDSL IFSC Limited) (upto May 02,
2022) |
NIL |
|
|
|
|
Sr. |
Particulars |
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 in the nature of loans to associates by name and amount. |
Loans and advances in the nature of loans to firms/companies in which directors are
interested by name and amount. |
Subsidiary Name |
Amount (J in Lakh) |
Associate Name |
Amount (J in Lakh) |
Companies where directors are interested |
Amount (J in Lakh) |
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 to
the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity,
in the format prescribed in the relevant accounting standards for annual results pursuant
to clause 2A of para A of Schedule 5 of the SEBI Listing Regulations are stated below:
(' in Lakh)
Particulars |
As on March 31, 2023 |
As on March 31, 2022 |
BSE Limited |
|
|
Income |
|
|
BSE Limited |
|
|
Operational Income |
79.12 |
597.76 |
Expenditure |
|
|
Rent |
- |
1.10 |
Dividend Paid |
3,135.00 |
1,881.00 |
Administrative and Other Expenses (Recoveries) |
58.01 |
42.40 |
Payable/(Receivable) |
(0.82) |
(123.40) |
16. Prevention of Sexual Harassment of Women at the Workplace:
Your company has constituted Internal Complaints Committee 'ICC' under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year the Committee has received one complaint in this regard and the same
has been disposed off.
17. Human Resource:
A. Human Resource Development:
The company recognizes its Human assets as a critical resource essential for the growth
of the Company. It, therefore, accords high importance to human resource development and
consciously endeavors to enhance the quality and competence of its employees across
cadres. It conducts induction program for new entrants. Nominating employees for training
at reputed institutions and for attending seminars in India and abroad in capital market
related areas, particularly relating to depositories, has always been a part of human
resource development program of the company. Industrial relations during the year
continued to be cordial.
B. Particulars of Employees:
Information as required under Section 197(12) read with Rule 5 of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed to this
report as Annexure-H.
C. Material developments in human resources/industrial relations front, including
number of people employed:
As a part of recruitment of Key Resources, the Chief Data & Operations Officer has
been appointed during FY 2022-23. 65 employees were hired, and 32 employees left, retired
or transferred out from the Company during the FY 2022-23. There were 279 employees on the
payroll of the Company as on March 31, 2023.
Sr. No. |
Name |
Designation |
Compensation paid (in K) |
Ratio to median salary of other employees |
1 |
Nehal Vora |
Managing Director & CEO |
3,68,12,350 |
33.69 |
2 |
Nayana Ovalekar |
Chief Regulatory Officer |
1,82,25,123 |
16.68 |
3 |
Amit Mahajan |
Chief Technology Officer |
1,71,00,946 |
15.65 |
4 |
Ramkumar K. |
Chief of Business Development & New Projects |
1,84,55,132 |
16.89 |
5 |
Girish Savjibhai Amesara |
Chief Financial Officer |
1,27,40,191 |
11.66 |
6 |
Vinay Madan |
Chief Risk Officer |
1,14,99,481 |
10.52 |
7 |
Rajesh Ravindra Saraf |
Chief Data & Operations Officer (joined w.e.f. October 19, 2022) |
47,10,311* |
4.31 |
8 |
Yogesh Kundnani |
Senior Vice President - Business Development |
98,28,410 |
9.00 |
9 |
Farokh Patel |
Vice President - Audit, Inspection & Compliance |
72,78,054 |
6.66 |
10 |
Nitin Ambure |
Vice President - Admission Cell |
59,25,707 |
5.42 |
11 |
Vishwas Nagle |
Vice President - Information Technology (Interim CISO w.e.f. February 01, 2023) |
59,42,538 |
5.44 |
12 |
Prithwijit Dinda |
Vice President - Information Technology (Retired on August 31, 2022) |
35,28,790* |
3.23 |
13 |
Ashish Bhatt |
Vice President - Operations |
47,19,904 |
4.32 |
14 |
Rajesh Nadkarni |
Chief Information Security Officer (Resigned & relieved on January 27, 2023) |
43,40,199* |
3.97 |
15 |
Nilay Rajendra Shah |
Group Company Secretary and Head Legal |
55,77,459 |
5.10 |
16 |
Swaroopkumar Jagadishbhai Gothi |
Financial Controller |
44,04,000 |
4.03 |
17 |
Ashwin Lalchandani |
Assistant Vice President - Risk Management (joined w.e.f. February 08, 2023) |
4,08,335* |
0.37 |
* Compensation paid is on pro rata basis based on date of joining or separation as
applicable.
18. Other Disclosures:
A. Management Discussion and Analysis:
The Management Discussion and Analysis Report for the year under review as stipulated
in SEBI Listing Regulations for the year ended March 31, 2023 is enclosed as Annexure-C.
B. Business Responsibility and Sustainabilty Report:
As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business
Responsibility Sustainability Report describing the initiatives taken by the Company from
an Environmental, Social and Governance (ESG) perspective is attached as a part of this
Annual Report as Annexure - I.
C. Corporate Governance Report:
The Corporate Governance Report for the year ended March 31, 2023 is enclosed as Annexure-B.
D. Credit Rating of Securities:
Not Applicable.
E. Awards & Recognition:
The details of the award has been mentioned in the corporate overview section of this
Annual Report.
F. Prevention of Money Laundering Act:
The Prevention of Money Laundering Act, 2002 (PMLA) has been brought into force with
effect from July 01, 2005. Subsequent amendments have been made to the PMLA and Prevention
of Money-laundering (Maintenance of Records) Rules, 2005 over the years. CDSL, its
depository participants and CDSL Ventures Limited (CVL) fall under the category of
'intermediaries' under Section 12 of the SEBI Act, 1992 and hence, PMLA and the policy
guidelines issued by the regulators to combat money laundering are applicable to
depository operations. As required under the guidelines, CDSL has designated a Principal
Officer, Alternate Officer and Designated Director to ensure compliance with these
guidelines. CDSL has prepared policy guidelines for implementation of PMLA and the same is
reviewed periodically. CDSL conducted training programs across the country and updates
depository participants and their internal auditors on compliance with PMLA provisions and
filing of Suspicious Transaction Reports ("STR").
On regular basis, CDSL updates depository participants about the new guidelines issued
by FIU-IND and advisory issued by SEBI in reference to FATF Public statement and press
release issued by the United Nations Security Council (UNSC).
G. Disclosures under SEBI (Depository & Participants) Regulations, 2018:
The disclosures required to be made under the provisions of the SEBI (Depository and
Participants) Regulations, 2018 are part of the Corporate Governance Report enclosed as Annexure-B.
ACKNOWLEDGEMENT:
Your Director's place on record their sincere gratitude for the support, guidance and
cooperation received from Ministry of Finance, Ministry of Corporate Affairs, Securities
and Exchanges Board of India (SEBI), Reserve Bank of India (RBI), Insurance Regulatory
Development Authority (IRDA), Warehousing Development Regulatory Authority (WDRA), UIDAI
and other regulatory agencies. The Directors also acknowledge with thanks the continued
support of the BSE Ltd., the Promoter, all other shareholders, Beneficial Owners,
Depository Participants, Issuers, and Registrar and Transfer Agents, Market Infrastructure
Institutions like the Stock Exchanges, Clearing Corporations, Depository and Commodities
Exchanges. The Directors also express their appreciation for the unflinching dedication of
the employees whose performance, professionalism and commitment for rendering high quality
services to the clientele of the Company has been commendable.
For and on behalf of the Board
Central Depository Services (India) Limited
Balkrishna V Chaubal Chairperson
(DIN: 06497832)
Place: Mumbai
Date:June 24, 2023