Corporate Overview Statutory Reports Financial Statements

36th Annual Report 2023-24

Notice
NOTICE IS HEREBY GIVEN THAT THE THIRTY SIXTH “RESOLVED THAT the interim dividends of ` 30/- per

ANNUAL GENERAL MEETING (“AGM”) OF COMPUTER equity share of ` 10/- each declared by the Board of
AGE MANAGEMENT SERVICES LIMITED (“COMPANY”) Directors on 04.08.2023, 08.11.2023 and 06.02.2024
WILL BE HELD ON MONDAY, THE 01ST DAY OF for the year 2023-24 on the outstanding fully paid-up
JULY 2024, AT 04.00 P.M. (IST), THROUGH VIDEO equity shares of the Company and paid to those equity
CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS shareholders whose names appeared in the register of
(“OAVM”) FACILITY TO TRANSACT THE FOLLOWING members as on the record dates fixed for that purpose
BUSINESSES- be and is hereby confirmed.

ORDINARY BUSINESS RESOLVED FURTHER THAT a final dividend at the


rate of ` 16.50/- per equity share of ` 10/- each fully paid
1. Adoption of Standalone Financial Statements
up of the Company be and is hereby declared for the
To receive, consider and adopt the audited standalone
financial year ended March 31, 2024 as recommended
financial statements of the Company for the Financial by the Board of Directors of the Company and the same
Year ended March 31, 2024 together with the Reports be paid out of the profits of the Company for the financial
of the Board of Directors and Auditors thereon. year 2023-24 to those Members of the Company whose
names would appear on the Register of Members of
“RESOLVED THAT the audited standalone financial

the Company or as beneficial owners in the records of
statements including the Balance Sheet of the Company CDSL and NSDL on the 8th day of July, 2024 being the
as at March 31, 2024, the Statement of Profit and Loss, record date for payment of Final Dividend.”
the Statement of Changes in Equity and the Cash Flow
Statement for the year ended on that date together with SPECIAL BUSINESS
all the notes annexed and the Directors’ and Auditors’
4. Appointment of Mr. Pravin Udhyavara Bhadya
Reports thereon, placed before the meeting, be and are
Rao (DIN: 06782450) as an Independent
hereby considered and adopted.”
Director for a term of 3 years
2. Adoption of Consolidated Financial Statements To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Special
To receive, consider and adopt the audited consolidated
Resolution:
financial statements of the Company for the Financial
Year ended March 31, 2024 together with the Reports “RESOLVED THAT pursuant to Sections 149, 150, 152

of the Board of Directors and Auditors thereon. and other applicable provisions of the Companies Act,
2013, The Companies (Appointment and Qualification
“RESOLVED THAT the audited consolidated financial

of Directors) Rules, 2014 read with Schedule IV to the
statements including the Balance Sheet of the Company
Companies Act, 2013 and Regulation 16(1)(b), 17,
as at March 31, 2024, the Statement of Profit and Loss,
25 and other applicable regulations of the Securities
the Statement of Changes in Equity and the Cash Flow and Exchange Board of India (Listing Obligations and
Statement notes annexed and the Auditors’ Reports Disclosure Requirements) Regulations, 2015 (including
thereon, placed before the meeting, be and are hereby any statutory modification(s) or re-enactment(s) thereof)
considered and adopted.” and the provisions of the Articles of Association of the
Company and based on the performance evaluation,
3. Declaration of Dividend recommendation of the Nomination & Remuneration
To confirm the Interim Dividends of ` 30/- per equity Committee and approval of the Board of Directors at their
share of face value of ` 10/- each fully paid-up, for the Meetings held on April 13, 2024, Mr. Pravin Udhyavara
FY 2023-24, approved by the Board of Directors and Bhadya Rao (DIN: 06782450), who has submitted a
already paid to eligible shareholders and to declare a declaration that he meets the criteria of independence
final dividend of ` 16.50/- per equity share, for the year as provided in Section 149(6) of the Companies Act,
ended March 31, 2024 and in accordance with Section 2013 and the Rules made thereunder and Regulation
123 and other applicable provisions of the Companies 16(1)(b) of the Securities and Exchange Board of India
Act, 2013 (“Act”). (Listing Obligations and Disclosure Requirements)

69
Computer Age Management Services Limited

Regulations, 2015 and is eligible for appointment and No. 39/2020 dated December 31, 2020 (in continuation
in respect of whom the Company has received a notice of Circular number 14/2020 dated April 8, 2020,
in writing from a member under Section 160 of the 17/2020 dated April 13, 2020, 22/2020 dated June 15,
Companies Act, 2013 proposing his candidature for 2020 and 33/2020 dated September 28, 2020) issued
the office of an Independent Director, be and is hereby by the Ministry of Corporate Affairs, Government of
appointed as an Independent Director of the Company India (the “MCA Circulars”) (including any statutory
for the first term of three years till the conclusion of the modification(s) or re-enactment(s) thereof for the time
39th Annual General Meeting. being in force), allowing, inter-alia, conduct of AGMs
through Video Conferencing/Other Audio-Visual Means
RESOLVED FURTHER THAT any Director and/or the
 (VC/OAVM) facility on or before September 30, 2024. In
Company Secretary of the Company be and are hereby compliance with the MCA Circulars, provisions of the Act
severally authorized to take such steps, as may be and the Securities and Exchange Board of India (“SEBI”)
required, for obtaining necessary approvals, if any, and Listing Obligations and Disclosure Requirements
further to do all such acts, deeds, and things as may be Regulations, 2015 (“Listing Regulations”), the 36th
necessary to give effect to this resolution.” AGM of the Company is being conducted through VC/
OAVM facility, which does not require physical presence
By Order of the Board
of Members at a common venue. The deemed venue
for the 36th AGM shall be the Corporate Office of the
Sd/-
Company.
Manikandan Gopalakrishnan
Company Secretary Pursuant to the Circulars, SEBI Circular Nos.
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167
Registered Office: dated October 07, 2023, SEBI/HO/CFD/PoD-2/P/
New No. 10, Old No. 178, CIR/2023/4 dated January 5, 2023, SEBI/HO/DDHS/P/
M.G.R. Salai, Nungambakkam, Chennai-600034, CIR/2022/0063 dated May 13, 2022, SEBI/HO/CFD/
Tamilnadu, India CMD1/CIR/P/2020/79 dated May 12, 2020, the financial
CIN: L65910TN1988PLC015757 statements (including Board’s Report, Auditor’s Report
Email: secretarial@camsonline.com or other documents required to be attached therewith)
Website: www.camsonline.com for the Financial Year ended March 31, 2024 pursuant
Place: Chennai to Section 136 of the Act and Notice calling the AGM
Date: May 9, 2024 pursuant to Section 101 of the Act read with the rules
framed thereunder, such statements including the
Notice of AGM are being sent only in electronic mode to
those Members whose e-mail addresses are registered
NOTES: with the Company / Link Intime India Private Limited
1. The meeting shall be deemed to be conducted at the (“RTA”) or the Depository Participant(s). The physical
corporate office of the Company situated at No.158, copies of such statements and Notice of AGM will be
Rayala Towers, Tower-1,Anna Salai, Chennai-600002. dispatched only to those shareholders who request the
In accordance with the Secretarial Standards on General same.
Meetings (“SS-2”) issued by the Institute of Company
Secretaries of India (“ICSI”) read with clarification / Pursuant to the provisions of Section 108 of the Act
guidance on applicability of secretarial standards 1 and read with Rule 20 of the Companies (Management
2 dated April 15, 2020 and further amendments from and Administration) Rules, 2014 (as amended), SS-2
time to time issued by the ICSI. issued by the ICSI, Regulation 44 of Listing Regulations
read with MCA Circulars, the Company is providing
The Ministry of Corporate Affairs, Government of India remote e-Voting facility to its members in respect of the
(“MCA”) issued General Circular No. 09/2023 dated business to be transacted at the AGM and facility for
September 25, 2023, General Circular No. 10/2022 those members participating in the AGM to cast vote
dated December 28, 2022, General Circular No. through e-Voting system during the AGM.
21/2021 dated December 14, 2021, General Circular
No. 20/2021 dated December 08, 2021, General Circular 2. The Company has fixed July 08, 2024 as the “Record
No. 10/2021 dated June 23, 2021 and General Circular Date” for determining entitlement of Members for

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 Corporate Overview Statutory Reports Financial Statements
36th Annual Report 2023-24

payment of final dividend for the financial year ended APPOINTMENT OF PROXIES BY THE MEMBERS
March 31, 2024, if approved at the AGM. WILL NOT BE AVAILABLE FOR THIS AGM AND
HENCE THE PROXY FORM AND ATTENDANCE SLIP
3. Pursuant to the provisions of the Income Tax Act, ARE NOT ANNEXED TO THIS NOTICE.
1961 (“the IT Act”), dividend income is taxable in the
hands of the Members and the Company is required 7. Corporate/Institutional Members are entitled to appoint
to deduct tax at source (“TDS”) from dividend paid authorized representatives to attend the AGM through
to the members at rates prescribed in the IT Act. In VC/OAVM on their behalf and cast their votes through
general, to enable compliance with TDS requirements, remote e-voting or at the AGM. Corporate/Institutional
members are requested to complete and/ or update Members (i.e., other than individuals/HUF, NRI, etc.)
their Residential Status, PAN, Category as per the IT are required to send a scanned copy of the Board
Act with their Depository Participant(s) or in case shares Resolution/Authority Letter, etc., authorising their
are held in physical form, with the Company by sending representative to attend the AGM through VC/OAVM
email to the Company’s email address at secretarial@ on their behalf and to vote through remote e-voting or
camsonline.com during the AGM.

4. The RTA of the Company shall be providing facility for The said Resolution / Authorisation shall be sent to
voting through remote e-voting, for participation in the the Scrutinizer by email through its registered email
AGM through VC/OAVM facility and e-voting during the address to bchandraandassociates@gmail.com with a
AGM. The procedure for participating in the meeting copy to enotices@linkintime.co.in and to the Company
through VC/OAVM is explained at Note No.19 below. at secretarial@camsonline.com
Since the AGM will be held through VC/OAVM, the
Route Map is not annexed to this Notice. Members of the Company under the category of
Institutional Shareholders are encouraged to attend
All documents referred to in the Notice will also be and participate in the AGM through VC/OAVM and vote
available electronically for inspection without any fee by thereat.
the Members from the date of circulation of this Notice
up to the date of AGM Members seeking to inspect Pursuant to the above-mentioned MCA Circulars,
such documents can send an e-mail to secretarial@ physical attendance of the Members is not required at
camsonline.com. the AGM, and attendance of the Members through VC/
OAVM will be counted for the purpose of reckoning the
5. The Register of Directors and Key Managerial Personnel quorum under Section 103 of the Act.
and their shareholding maintained under Section 170
of the Act, the Register of Contracts or Arrangements 8. The Company’s Registrar and Transfer Agents for its
in which the Directors are interested, maintained under Share Registry Work (Physical and Electronic) is Link
Section 189 of the Act, and the relevant documents Intime India Private Limited having their office at C 101,
referred to in the Notice will be available, electronically, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400083.
for inspection by the Members during the AGM.
9. 
Electronic Dispatch of Notice and Annual
Members seeking to inspect such documents can send Report:
an e-mail to secretarial@camsonline.com In line with the MCA General Circular dated May 05,
2020 and SEBI Circular dated May 12, 2020, the Notice
6. PURSUANT TO THE PROVISIONS OF THE ACT, of the AGM along with the Annual Report for the
A MEMBER ENTITLED TO ATTEND AND VOTE AT FY 2023-24 is being sent only through electronic
THE AGM IS ENTITLED TO APPOINT A PROXY TO mode to those Members whose email addresses are
ATTEND AND VOTE ON HIS/HER BEHALF AND registered with the Company/ RTA/ Depositories. A copy
THE PROXY NEED NOT BE A MEMBER OF THE of the Notice of this AGM along with the Annual Report
COMPANY. SINCE THIS AGM IS BEING HELD is available on the website of the Company at www.
PURSUANT TO THE MCA AND SEBI CIRCULARS camsonline.com, websites of the Stock Exchanges
THROUGH VC/OAVM, THE REQUIREMENT OF where the Equity Shares of the Company are listed, viz.
PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN BSE Limited at www.bseindia.com and National Stock
DISPENSED WITH. ACCORDINGLY, IN TERMS Exchange of India Limited at www.nseindia.com and on
OF THE MCA CIRCULARS, THE FACILITY FOR the website of the RTA at www.linkintime.co.in. For any

71
Computer Age Management Services Limited

communication, the Members may also send a request or alternatively, contact the nearest branch of the RTA to
to the Company’s investor email id: secretarial@ seek guidance with respect to the demat procedure.
camsonline.com
Members may also visit the website of depositories
10. Transfer to Investor Education and Protection viz. National Securities Depository Limited: https://
Fund: nsdl.co.in/faqs/faq.php or Central Depository Services
i) Transfer of Unclaimed Dividend: (India) Limited: https://www.cdslindia.com/investors/
open-demat.html for further understanding of the demat
The Company has not transferred any amount to
procedure.
the IEPF, being the unclaimed / unpaid dividend for
any of the financial years.
12. Nomination:
ii) Transfer of Unclaimed Matured Fixed Deposits Members can avail themselves of the facility of
and Interest accrued thereon: nomination in respect of shares held by them in
physical form pursuant to the provisions of Section 72
The Company has not accepted any Deposits.
of the Companies Act, 2013 read with Rule 19(1) of
iii) Transfer of Shares: the Companies (Share Capital and Debentures) Rules,
2014. Members desiring to avail of this facility may send
Adhering to the various requirements set out in
their nomination in the prescribed Form No. SH-13 duly
the IEPF Rules, as amended, the Company has
filled in to the RTA having their office at C 101, 247 Park,
not transferred any Equity Shares of the Company
L B S Marg, Vikhroli (West), Mumbai - 400083 or send
during the FY 2023-24 to the IEPF Authority in
an email at: rnt.helpdesk@linkintime.co.in
respect of which dividend had remained unpaid or
unclaimed for seven consecutive years.
Members holding shares in electronic form may contact
their respective Depository Participants for availing
iv) 
Details of unclaimed amounts on the
this facility. If a member desires to cancel the earlier
Company’s website:
nomination and record fresh nomination, he / she may
Pursuant to the provisions of the Investor Education submit the same in Form No. SH-14.
and Protection Fund Authority (Accounting,
Audit, Transfer, and Refund) Rules, 2016, the 13. Members are requested to:
Company has uploaded the details of unpaid and
i) intimate to the RTA, changes, if any, in their
unclaimed amounts lying with the Company on the
registered addresses / bank mandates at an early
website of the Company at the web-link: https://
date, in case of shares held in physical form;
www.camsonline.com/about-cams/shareholder-
relations/unclaimed-dividend-status as well as on ii) intimate to the respective Depository Participant,
the website of the Ministry of Corporate Affairs at changes, if any, in their registered addresses/
the web-link: www.iepf.gov.in. bank mandates at an early date, in case of shares
held in electronic / dematerialized form; quote
11. 
Transfer of shares permitted in Demat form their folio numbers / Client ID and DP ID in all
only: correspondence;
As per Regulation 40 of the Listing Regulations, iii) consolidate their holdings into one folio in case they
as amended, securities of listed companies can be hold shares under multiple folios in the identical
transferred only in dematerialized form except in case order of names; and
of request received for transmission or transposition of
securities. iv) register their Permanent Account Number (PAN)
with their Depository Participants, in case of
In view of the above and to eliminate all risks Shares held in dematerialised form and the RTA /
associated with physical shares and for ease of portfolio Company, in case of shares held in physical form,
management, Members holding shares in physical form as directed by SEBI.
are requested to consider converting their holdings
to dematerialised form. Members are accordingly 14. Updation of Members’ Details:
requested to get in touch with any Depository Participant The format of the Register of Members prescribed by the
having registration with SEBI to open a Demat account Ministry of Corporate Affairs under the Act requires the

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 Corporate Overview Statutory Reports Financial Statements
36th Annual Report 2023-24

Company/ RTA to record additional details of Members, 19. Members desirous of obtaining any information on
including their PAN details, e-mail address, etc. the financials and operations of the Company, are
requested to send an email to the Company at least
Members holding shares in physical form are requested seven working days prior to the date of the AGM, so that
to submit the form duly completed to the Company the information can be kept ready during the meeting.
at secretarial@camsonline.com or its Registrar and
Transfer Agents in physical mode or in electronic mode Remote e-Voting Instructions for shareholders
at rnt.helpdesk@linkintime.co.in as per instructions post change in the Login mechanism for Individual
mentioned in the form. Members holding shares in shareholders holding securities in demat mode,
electronic form are requested to submit the details to pursuant to SEBI circular dated December 09, 2020:
their respective Depository Participants.
Remote e-Voting Instructions for shareholders:
15. 
Updation of PAN / Bank Account Details of As per the SEBI circular dated December 9, 2020,
Members: individual shareholders holding securities in demat
SEBI vide its Circular No. SEBI/HO/MIRSD/DOP1/ mode can register directly with the depository or will
CIR/P/2018/73 dated April 20, 2018 has mandated have the option of accessing various ESP portals
directly from their demat accounts.
registration of PAN and Bank Account details for all
holders of physical securities. Members holding shares

Login method for Individual shareholders holding
in physical form are therefore requested to submit their
securities in demat mode is given below:
PAN and Bank Account details to the RTA along with a
self-attested copy of PAN Card and original cancelled Individual Shareholders holding securities in demat
cheque. The original cancelled cheque should bear the mode with NSDL:
name of the Member. In the alternative, Members are
requested to submit a copy of bank passbook/ statement METHOD 1 - If registered with NSDL IDeAS facility
attested by the bank. Members holding shares in demat
Users who have registered for NSDL IDeAS facility:
form are requested to submit the aforesaid information
to their respective Depository Participant(s). a) Visit URL: https://eservices.nsdl.com and click on
“Beneficial Owner” icon under “Login”.
16. Members seeking any information with regard to the b) Enter user id and password. Post successful
Accounts or any matter to be placed at the AGM, are authentication, click on “Access to e-voting”.
requested to write to the Company on or before June 21,
2024 through e-mail to secretarial@camsonline.com. c) Click on “LINKINTIME” or “evoting link displayed
The same will be replied by the Company suitably. alongside Company’s Name” and you will be
redirected to Link Intime InstaVote website for
casting the vote during the remote e-voting period.
17. Procedure for Inspection of Documents:
The Register of Directors and Key Managerial Personnel OR
and their shareholding maintained under Section 170

User who have not registered for NSDL IDeAS
of the Act and relevant documents referred to in this
facility:
Notice of AGM and Explanatory Statement, will be
available electronically for inspection by the Members a) To register, visit URL: https://eservices.nsdl.com
and select “Register Online for IDeAS Portal” or
during the AGM. All documents referred to in the Notice
click on https://eservices.nsdl.com/SecureWeb/
will also be available for electronic inspection without
IdeasDirectReg.jsp “
any fee by the Members from the date of circulation of
this Notice up to the date of AGM, i.e., July 01, 2024. b) Proceed with updating the required fields.
Members seeking to inspect such documents can send
c) Post registration, user will be provided with Login
an email to Company’s investor email id: secretarial@
ID and password.
camsonline.com
d) After successful login, click on “Access to e-voting”.
18. Members are requested to support the Green Initiative
by registering/ updating their e-mail addresses, with e) Click on “LINKINTIME” or “evoting link displayed
the Depository Participant (in case of Shares held in alongside Company’s Name” and you will be
dematerialised form) or with the RTA (in case of Shares redirected to Link Intime InstaVote website for
held in physical form). casting the vote during the remote e-voting period.

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Computer Age Management Services Limited


METHOD 2 - By directly visiting the e-voting website d) After successful login, user able to see e-voting
of NSDL: menu.

a) Visit URL: https://www.evoting.nsdl.com/ e) Click on “LINKINTIME” or “evoting link displayed

alongside Company’s Name” and you will be
b) Click on the “Login” tab available under redirected to Link Intime InstaVote website for
‘Shareholder/Member’ section. casting the vote during the remote e-voting period.
c) Enter User ID (i.e., your sixteen-digit demat
METHOD 2 - By directly visiting the e-voting
account number held with NSDL), Password/OTP
website of CDSL.
and a Verification Code as shown on the screen.
a) Visit URL: https://www.cdslindia.com/
d) Post successful authentication, you will be re-
b) Go to e-voting tab.
directed to NSDL depository website wherein you
can see “Access to e-voting”. c) Enter Demat Account Number (BO ID) and PAN
No. and click on “Submit”.
e) Click on “LINKINTIME” or “evoting link displayed
alongside Company’s Name” and you will be d) System will authenticate the user by sending OTP
redirected to Link Intime InstaVote website for on registered Mobile and Email as recorded in
casting the vote during the remote e-voting period. Demat Account
e) After successful authentication, click on
Individual Shareholders holding securities in “LINKINTIME” or “evoting link displayed alongside
demat mode with CDSL: Company’s Name” and you will be redirected to

METHOD 1 – If registered with CDSL Easi/ Link Intime InstaVote website for casting the vote
Easiest facility during the remote e-voting period.

Users who have registered for CDSL Easi/Easiest Individual Shareholders holding securities in
facility. demat mode with Depository Participant:
Individual shareholders can also login using the
a) Visit URL: https://web.cdslindia.com/myeasitoken/
login credentials of your demat account through your
home/login or www.cdslindia.com.
depository participant registered with NSDL/CDSL for
b) Click on New System Myeasi e-voting facility.
c) Login with user id and password a) Login to DP website
d) After successful login, user will be able to see b) After Successful login, members shall navigate
e-voting menu. The menu will have links of through “e-voting” tab under Stocks option.
e-voting service providers i.e., LINKINTIME, for
c) Click on e-voting option, members will be
voting during the remote e-voting period.
redirected to NSDL/CDSL Depository site after
e) Click on “LINKINTIME” or “evoting link displayed successful authentication, wherein you can see
alongside Company’s Name” and you will be e-voting menu.
redirected to Link Intime InstaVote website for d) After successful authentication, click on
casting the vote during the remote e-voting period. “LINKINTIME” or “evoting link displayed alongside
Company’s Name” and you will be redirected to
OR Link Intime InstaVote website for casting the vote
during the remote e-voting period.

Users who have not registered for CDSL Easi/
Easiest facility. 
Login method for Individual shareholders
a) To register, visit URL: https://web.cdslindia.com/ holding securities in physical form/ Non-
myeasitoken/Registration/EasiRegistration Individual Shareholders holding securities in
demat mode is given below:
b) Proceed with updating the required fields.
Individual Shareholders of the company, holding shares
c) Post registration, user will be provided Login ID in physical form / Non-Individual Shareholders holding
and password. securities in demat mode as on the cut-off date for

74
 Corporate Overview Statutory Reports Financial Statements
36th Annual Report 2023-24

e-voting may register for e-Voting facility of Link Intime 4. Enter your User ID, Password, and Image
as under: Verification (CAPTCHA) Code and click on
‘Submit’.
1. Visit URL: https://instavote.linkintime.co.in
Cast your vote electronically:
2. Click on “Sign Up” under ‘SHARE HOLDER’ tab
1. After successful login, you will be able to see the
and register with your following details: -
notification for e-voting. Select ‘View’ icon.
A. User ID: 2. E-voting page will appear.
Shareholders holding shares in physical
3. Refer the Resolution description and cast your
form shall provide Event No + Folio Number
vote by selecting your desired option ‘Favour /
registered with the Company. Shareholders
Against’ (If you wish to view the entire Resolution
holding shares in NSDL demat account shall
details, click on the ‘View Resolution’ file link).
provide 8 Character DP ID followed by 8 Digit
Client ID; Shareholders holding shares in 4. After selecting the desired option i.e. Favour /
CDSL demat account shall provide 16 Digit Against, click on ‘Submit’. A confirmation box will
Beneficiary ID. be displayed. If you wish to confirm your vote, click
on ‘Yes’, else to change your vote, click on ‘No’
B. PAN: Enter your 10-digit Permanent Account and accordingly modify your vote.
Number (PAN) (Shareholders who have
not updated their PAN with the Depository 
Guidelines for Institutional shareholders
Participant (DP)/ Company shall use the (“Corporate Body/ Custodian/Mutual Fund”):
sequence number provided to you, if
applicable. STEP 1 – Registration
a) Visit URL: https://instavote.linkintime.co.in
DOB/DOI: Enter the Date of Birth (DOB) /
C. 
Date of Incorporation (DOI) (As recorded b) Click on Sign up under “Corporate Body/ Custodian/
with your DP / Company - in DD/MM/YYYY Mutual Fund”
format)
c) Fill up your entity details and submit the form.

Bank Account Number: Enter your Bank

D.  d) A declaration form and organization ID is
Account Number (last four digits), as recorded generated and sent to the Primary contact person
with your DP/Company. email ID (which is filled at the time of sign up at
Sr.No. 2 above). The said form is to be signed
*Shareholders holding shares in physical by the Authorised Signatory, Director, Company
form but have not recorded ‘C’ and ‘D’, shall Secretary of the entity & stamped and sent to insta.
provide their Folio number in ‘D’ above vote@linkintime.co.in.

*Shareholders holding shares in NSDL form, e) Thereafter, Login credentials (User ID;
shall provide ‘D’ above Organisation ID; Password) will be sent to Primary
contact person’s email ID.
▶ Set the password of your choice (The
f) While first login, entity will be directed to change
password should contain minimum 8
the password and login process is completed.
characters, at least one special Character
(@!#$&*), at least one numeral, at least
STEP 2 –Investor Mapping
one alphabet and at least one capital
letter). a) Visit URL: https://instavote.linkintime.co.in and
login with credentials as received in Step 1 above.
▶ Click “confirm” (Your password is now
b) Click on “Investor Mapping” tab under the
generated).
Menu Section

3. Click on ‘Login’ under ‘SHARE HOLDER’ tab. c) Map the Investor with the following details:

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Computer Age Management Services Limited

a. ‘Investor ID’ - you will not be allowed to modify or change it

i. Members holding shares in NSDL subsequently).
demat account shall provide 8 Character
DP ID followed by 8 Digit Client ID OR
i.e., IN00000012345678
VOTES UPLOAD:
ii. Members holding shares in CDSL
demat account shall provide 16 Digit a) Visit URL: https://instavote.linkintime.co.in and
Beneficiary ID. login with credentials as received in Step 1 above.
b. ‘Investor’s Name - Enter full name of the b) You will be able to see the notification for e-voting
entity.
in inbox.
c. ‘Investor PAN’ - Enter your 10-digit PAN
c) Select ‘View’ icon for ‘Company’s Name / Event
issued by Income Tax Department.
number ‘. E-voting page will appear.
d. ‘Power of Attorney’ - Attach Board resolution
or Power of Attorney. File Name for the Board d) Download sample vote file from ‘Download Sample
resolution/Power of Attorney shall be – DP ID Vote File’ option.
and Client ID. Further, Custodians and Mutual
Funds shall also upload specimen signature e) Cast your vote by selecting your desired option
card. ‘Favour / Against’ in excel and upload the same
under ‘Upload Vote File’ option.
d) Click on Submit button and investor will be mapped
now. f) Click on ‘Submit’. ‘Data uploaded successfully’
e) The same can be viewed under the “Report message will be displayed. (Once you cast your
Section”. vote on the resolution, you will not be allowed to
modify or change it subsequently).
STEP 3 – Voting through remote e-voting.
The corporate shareholder can vote by two methods, Helpdesk:
once remote e-voting is activated:

Helpdesk for Individual shareholders holding
METHOD 1 - VOTES ENTRY securities in physical form/ Non-Individual
a) Visit URL: https://instavote.linkintime.co.in and Shareholders holding securities in demat mode:
login with credentials as received in Step 1 above.
Shareholders facing any technical issue in login may
b) Click on ‘Votes Entry’ tab under the Menu section. contact Link Intime INSTAVOTE helpdesk by sending a
request at enotices@linkintime.co.in or contact on: - Tel:
c) Enter Event No. for which you want to cast vote.
022 – 4918 6000.
Event No. will be available on the home page of
Instavote before the start of remote evoting.
elpdesk for Individual Shareholders holding
H
d) Enter ‘16-digit Demat Account No.’ for which you securities in demat mode:
want to cast vote.
Individual Shareholders holding securities in demat
e) Refer the Resolution description and cast your vote mode may contact the respective helpdesk for any
by selecting your desired option ‘Favour / Against’ technical issues related to login through Depository i.e.,
(If you wish to view the entire Resolution details,
NSDL and CDSL.
click on the ‘View Resolution’ file link).
Login type Helpdesk details
f) After selecting the desired option i.e., Favour /
Individual Members facing any technical
Against, click on ‘Submit’.
Shareholders issue in login can contact NSDL
holding securities helpdesk by sending a request
g) A confirmation box will be displayed. If you wish
in demat mode at evoting@nsdl.co.in or call
to confirm your vote, click on ‘Yes’, else to change
with NSDL at : 022 - 4886 7000 and 022 -
your vote, click on ‘No’ and accordingly modify your
vote. (Once you cast your vote on the resolution, 2499 7000

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 Corporate Overview Statutory Reports Financial Statements
36th Annual Report 2023-24

Login type Helpdesk details o Click on ‘Login’ under ‘Corporate Body/

Custodian/Mutual Fund’ tab and further Click
Individual Members facing any technical
‘forgot password?’
Shareholders issue in login can contact CDSL
holding securities helpdesk by sending a request o Enter User ID, Organization ID and Enter Image
in demat mode at helpdesk.evoting@cdslindia. Verification code (CAPTCHA). Click on “SUBMIT”.
with CDSL com or contact at toll free no.
1800 22 55 33 In case shareholders is having valid email address,
Password will be sent to his / her registered e-mail
Forgot Password: address. Shareholders can set the password of his/

Individual shareholders holding securities in her choice by providing the information about the
physical form has forgotten the password: particulars of the Security Question and Answer, PAN,
If an Individual shareholder holding securities in physical DOB/DOI, Bank Account Number (last four digits) etc.
form has forgotten the USER ID [Login ID] or Password as mentioned above. The password should contain a
or both then the shareholder can use the “Forgot minimum of 8 characters, at least one special character
Password” option available on the e-Voting website of (@!#$&*), at least one numeral, at least one alphabet
Link Intime: https://instavote.linkintime.co.in and at least one capital letter.

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and 

Individual Shareholders holding securities in demat
further Click ‘forgot password?’ mode with NSDL/ CDSL has forgotten the password:

o Enter User ID, select Mode and Enter Image Shareholders who are unable to retrieve User ID/
Verification code (CAPTCHA). Click on “SUBMIT”. Password are advised to use Forget User ID and
Forget Password option available at abovementioned
In case shareholders is having valid email address,
 depository/ depository participants website.
Password will be sent to his / her registered e-mail
address. Shareholders can set the password of his/  It is strongly recommended not to share your
her choice by providing the information about the password with any other person and take utmost
particulars of the Security Question and Answer, PAN, care to keep your password confidential.
DOB/DOI, Bank Account Number (last four digits) etc.
as mentioned above. The password should contain a  For shareholders/ members holding shares in
minimum of 8 characters, at least one special character physical form, the details can be used only for
(@!#$&*), at least one numeral, at least one alphabet voting on the resolutions contained in this Notice.
and at least one capital letter.
 During the voting period, shareholders/ members
 ser ID for Shareholders holding shares in Physical
U can login any number of time till they have voted
Form (i.e. Share Certificate): Your User ID is Event No + on the resolution(s) for a particular “Event”.
Folio Number registered with the Company
20. Procedure for Remote e-voting:
 ser ID for Shareholders holding shares in NSDL
U In compliance with the provisions of Section 108 of the
demat account is 8 Character DP ID followed by 8 Digit Act read with Rule 20 of the Companies (Management
Client ID and Administration) Rules, 2014, as amended and the
provisions of Regulation 44 of the Listing Regulations,
 ser ID for Shareholders holding shares in CDSL demat
U
Members are provided with the facility to cast their vote
account is 16 Digit Beneficiary ID.
electronically, through the e-voting services provided by

Institutional shareholders (“Corporate Body/
Link Intime on all Resolutions set forth in this Notice,
Custodian/Mutual Fund”) has forgotten the
through remote e-voting. It is hereby clarified that it is
password:
not mandatory for a Member to vote using the remote
If a Non-Individual Shareholders holding securities in e-voting facility. The remote e-voting facility will be
demat mode has forgotten the USER ID [Login ID] or available during the following period:
Password or both then the shareholder can use the
“Forgot Password” option available on the e-Voting The remote e-voting will not be allowed beyond the
website of Link Intime: https://instavote.linkintime.co.in aforesaid date and time and the e-voting module shall

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Computer Age Management Services Limited

be disabled by Link Intime upon expiry of the aforesaid of the Company authorised by the Chairman, who shall
period. countersign the same. The Results shall be declared
not later than two working days from conclusion of the
Day, date and time of From Wednesday, June 26, Meeting.
Commencement of 2024 09:00 A.M. (IST)
remote e-voting The Results declared along with the consolidated
Scrutinizer’s Report shall be hosted on the website of the
Day, date and time of Sunday, June 30, 2024 Company at www.camsonline.com and on the website
end of remote e-voting 05:00 P.M. (IST) of Link Intime at evoting.linkintime.com immediately
beyond which remote after the Results are declared and will simultaneously
e-voting will not be be forwarded to BSE Limited and the National Stock
allowed Exchange of India Limited, where Equity Shares of the
Company are listed.
The remote e-voting module shall be disabled for voting
thereafter. Once the vote on a resolution(s) is cast by The Resolutions shall be deemed to be passed on
the Member, the Member shall not be allowed to change the date of the Meeting, i.e., July 01, 2024, subject to
it subsequently. receipt of the requisite number of votes in favour of the
Resolutions.
21. Voting during the AGM:
23. Speaker Registration before AGM:
(i) The procedure for remote e-voting during the AGM
is same as the instructions mentioned for remote Members of the Company, holding shares as on the cut-
off date i.e., June 14, 2024 and who would like to speak
e-voting since the Meeting is being held through
or express their views or ask questions during the AGM
VC/OAVM.
may register as speakers by sending their request from
their registered e-mail address mentioning their Name,
(ii) The e-voting window shall be activated upon
DP ID and Client ID/folio number, PAN, Mobile number
instructions of the Chairman of the Meeting during
at secretarial@camsonline.com from 09.00 A.M. (IST)
the AGM.
on June 10, 2024 (Monday) till 05.00 P.M. (IST) on
June 14, 2024 (Friday). Those Members who have
(iii) E-voting during the AGM is integrated with the registered themselves as a speaker will only be allowed
VC platform and no separate login is required for to speak/express their views/ask questions during the
the same. The Members shall be guided on the AGM. The Company reserves the right to restrict the
process during the AGM. number of speakers depending on the availability of
time at the AGM.
(iv) Only those Members/Shareholders, who will be
present in the AGM through VC/OAVM facility and By Order of the Board
have not cast their vote on the Resolutions through
remote e-voting and are otherwise not barred from Sd/-
doing so, shall be eligible to vote through e-voting Manikandan Gopalakrishnan
system in the AGM. Company Secretary

(v) Members who have cast their vote by remote Registered Office:
e-voting prior to the AGM will also be eligible to New No. 10, Old No. 178,
participate at the AGM but shall not be entitled to M.G.R. Salai, Nungambakkam,
Chennai-600034, Tamilnadu, India
cast their vote again.
CIN: L65910TN1988PLC015757
Email: secretarial@camsonline.com
22. 
Scrutinizer for e-voting and Declaration of
Website: www.camsonline.com
Results:
M/s. B. Chandra and Associates, Practising Company Place: Chennai
Secretaries, has been appointed as Scrutinizer to Date: May 9, 2024
scrutinize the e-voting process as well as e-voting
during the AGM, in a fair and transparent manner. “If you have any dispute against a listed Company and or its
RTA on delay or default in processing your request, as per
The Scrutinizer will, after the conclusion of the e-voting SEBI circular dated 30.05.2022, you can file for arbitration
at the Meeting, scrutinise the votes cast at the Meeting with Stock Exchange.”
and votes cast through remote e-voting, make a For more details, please see the web links of the stock
consolidated Scrutinizer’s Report and submit the same exchanges: BSE - http://tiny.cc/m1l2vz NSE - http://tiny.cc/
to the Chairman of the Company or any other person s1l2vz

78
 Corporate Overview Statutory Reports Financial Statements
36th Annual Report 2023-24

STATEMENT PURSUANT TO SECTION 102 OF THE ACT

SPECIAL BUSINESS
(I) ITEM NO. 4
Appointment of Mr. Pravin Udhyavara Bhadya Rao (DIN: 06782450) as an Independent Director

Based on the recommendation of Nomination and Remuneration Committee, Mr. Pravin Udhyavara Bhadya Rao (DIN:
06782450) was appointed as an Additional Director of the Company by the Board of Directors at their meeting held
on April 13, 2024. Pursuant to the provisions of Section 161(1), Regulation 17 (1C) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013 and the Articles of Association,
he is eligible for appointment. The Company has received a notice in writing under Section 160 of the Act from a Member
of the Company proposing Mr. Pravin Udhyavara Bhadya Rao (DIN: 06782450), as a candidate for the office of a Director.

Mr. Pravin Udhyavara Bhadya Rao has offered himself for appointment as an Independent Director and meets the criteria
of Independence. Mr. Pravin Udhyavara Bhadya Rao has confirmed that he is not debarred from holding the office of
Director by virtue of any SEBI Order or any other such authority pursuant to circulars dated June 20, 2018 issued by
BSE Limited and the National Stock Exchange of India Limited pertaining to Enforcement of SEBI Orders regarding
appointment of Directors by listed companies.

Considering Mr. Pravin Udhyavara Bhadya Rao’s skills, competency, expertise and experience, the Board is of the
opinion that it would be in the interest of the Company to appoint him as an Independent Director of the Company.

As per the provisions of Section 149 of the Companies Act, 2013 (“Act”), an Independent Director shall hold office for a
term up to three consecutive years on the Board of a Company and is not liable to retire by rotation. Mr. Pravin Udhyavara
Bhadya Rao has given a declaration to the Board that he meets the criteria of independence as provided under Section
149 (6) of the Act.

The matter regarding appointment of Mr. Pravin Udhyavara Bhadya Rao as Independent Director was placed before the
Nomination and Remuneration Committee and Board Meeting held on April 13, 2024, to act as an Additional Director up
to this Annual General Meeting.

The Board recommends the passing of Item No. 4 as a Special Resolution for your approval.

None of the Directors, Key Managerial Persons (KMPs) of the Company or any relatives of such Director or KMPs, shall
be considered to be concerned or interested, financially or otherwise, in the said resolution except Mr. Pravin Udhyavara
Bhadya Rao.

Information as required under Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the SS-2 is given hereunder:

Name of the Director Mr. Pravin Udhyavara Bhadya Rao

DIN 06782450
Age 62 years
Date of First appointment on the Board 13/04/2024
Brief Resume, Qualification(s), Experience and Mr. Pravin Udhyavara Bhadya Rao (DIN 06782450) holds Bachelor
Nature of expertise in specific functional areas, of Engineering, Electrical Engineering Degree from B. M. S. College
Recognition or awards. of Engineering, University of Bangalore, India and was with Infosys
Limited (formerly Infosys Technologies Limited) from 1986 to 2021
and retired as its Chief Operating Officer in December 2021. He has
also been whole time Director of Infosys Limited and was the interim
CEO and MD for a brief period.
Terms and conditions of appointment/ Appointment as an Independent Director for a term of 3 years from this
re- appointment Annual General Meeting till 39th Annual General Meeting

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Computer Age Management Services Limited

Details of remuneration sought to be paid A consolidated remuneration (Consisting of Sitting fee and commission)
of ` 25 lacs subject to the condition that the same shall always remain
within the limit of 1% of the net profit as laid down in the Companies
Act, 2013 will be paid subject to the approval of shareholders.
Details of remuneration last Drawn (F.Y. 2023- 24) Nil
Shareholding in the Company Nil
including as a beneficial owner
Relationship with other Directors and Key Mr. Pravin Udhyavara Bhadya Rao is not related to any of the Directors
Managerial Personnel of the Company
Skills and capabilities required for the role and The skill identified for the role is Technology expertise. Mr Pravin has
the manner in which the proposed person meets experience of more than three decades in the field of Technology and
such requirements hence meets the above desired requirement
Number of Board Meetings attended during the Not Applicable
Financial Year 2023-24
Directorships held in other Companies S. No. Company Designation
1. Suven Pharmaceuticals Limited Director
2. Zensar Technologies Limited Director
3. Indegene Limited Director
4. Axis Finance Limited Director
Chairmanship/ Membership of Board Committees Suven Pharmaceuticals Ltd - Stakeholders Relationship Committee,
of other Companies Risk Management Committee
Listed entities from which the Director has Nil
resigned in the past three years

By Order of the Board

Sd/-
Manikandan Gopalakrishnan
Company Secretary

Registered Office:
New No. 10, Old No. 178,
M.G.R. Salai, Nungambakkam,
Chennai-600034, Tamilnadu, India
CIN: L65910TN1988PLC015757
Email: secretarial@camsonline.com
Website: www.camsonline.com
Place: Chennai
Date: May 9, 2024

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