CMS Info Systems Limited — AGM Information 2022

Sep 22, 2022

CMSINFO/2209/005 September 22, 2022

To, To, Listing Department, Exchange Plaza, C-1, Block-G, 1 Fort, Mumbai – 400 001 Mumbai – 400 051

BSE Limited National Stock Exchange of India Limited st Floor, PJ Towers, Dalal Street, Bandra Kurla Complex, Bandra (East),

Scrip Code: 543441 Symbol: CMSINFO

Sub:- Summary of Proceedings of the 15th Annual General Meeting of the Company

Dear Sir/Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a summary of proceedings of 15th Annual General Meeting of the Company held on Wednesday, September 21, 2022 through Video Conferencing/ Other Audio Video Means.

This is for your information and records.

Thanking you,

For CMS Info Systems Limited

PRAVEE N SONI Digitally signed by PRAVEEN SONI Date: 2022.09.22 16:19:43 +05'30'

CS Praveen Soni Company Secretary & Compliance Officer Membership No.: FCS 6495

Encl: A/a

SUMMARY OF PROCEEDINGS OF THE 15TH ANNUAL GENERAL MEETING OF CMS INFO SYSTEMS LIMITED HELD THROUGH VIDEO CONFERENCING/OTHER AUDIO VISUAL MEANS (VC/OAVM)

The 15th Annual General Meeting ('AGM') of the members of CMS Info Systems Limited ('the Company') was held on Wednesday, September 21, 2022 at 3.00 p.m. through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

The Chairperson, Mrs. Shyamala Gopinath ("Mrs. Gopinath"), welcomed the Members, fellow Directors and colleagues who joined the 15th AGM and thereafter introduced Mr. Rajiv Kaul, Executive Vice President & CEO ("Mr. Kaul"). Thereafter at the request of Mrs. Gopinath, Mr. Kaul introduced the Board Members and acknowledged the presence of Mr. Pankaj Khandelwal, Chief Financial Officer, Mr. Anush Raghavan, President – Cash Management, Mr. Pradeep Chandan, Head- CS & Compliance and Mr. Praveen Soni, Company Secretary & Compliance officer who participated in the meeting through video conferencing from the Company's Corporate Office in Mumbai. Mr. Tapan Ray, Chairman of the Audit Committee, Stakeholders Relationship Committee & Nomination and Remuneration Committee was also present at the AGM. The representatives of M/s. B S R & Co. LLP, Statutory Auditors, M/s. Grant Thornton Bharat LLP, Internal Auditors and M/s. M Siroya and Company, Secretarial Auditors and Scrutinizers for the remote e-Voting and the e-voting during the proceedings of the AGM, were also present at the Meeting through Video Conferencing. Mr. Praveen Soni explained the procedural and technical aspects for participating in the AGM by the Speaker shareholders. The 15th AGM was attended by 85 members of the Company through VC/OAVM. The requisite quorum being present, the Chairperson commenced the proceedings of the AGM. With the consent of the Members, the Notice convening the Meeting and the Auditor's Report were taken as read. The Chairperson informed that the Statutory Auditors' Report and Secretarial Auditors Report did not have any qualifications, observations, comments or other remarks and the same were also taken as read. The members were informed that the Company had received Corporate Representation under Section 113 of the Companies Act, 2013 from a shareholder holding 9,70,74,075 equity shares, representing 63.01% of the paid-up equity capital of the Company. Thereafter she mentioned that, the Registers as required under the Companies Act, 2013 and other relevant documents mentioned in the AGM Notice were available for inspection.

Mr. Rajiv Kaul, Executive Vice President & CEO made the presentation on the performance of the Company during for the financial year ended 31st March, 2022. The Chairperson informed the Members that the Company had provided the facility to cast their votes electronically on the NSDL e-voting platform to exercise e-voting on the resolutions set out in the AGM notice and during the AGM for those members who had not previously exercised the right of e-voting. The Company had appointed Mr. Mukesh Siroya Proprietor of M/s M Siroya and Company, Company Secretaries as the scrutinizer for the AGM. Thereafter, chairperson requested Mr. Pradeep Chandan, to explain the process of e-voting to enable the members to cast their vote during the AGM. Mr. Pradeep thereafter explained the procedure for e-voting and stated that since the resolutions have already been put to vote through remote e-voting that there would be no proposing and seconding on the resolutions.

In terms of the Notice dated May 9, 2022 convening the 15th AGM of the Company, the following items of ordinary business were transacted at the AGM through remote e-voting and were voted upon:

Sr. No.	Particulars	Type of Resolution
Ordinary Business:
1.	To receive, consider and adopt the:	Ordinary Resolution
	a) Audited Standalone Financial Statements of the Companyfor the financial year ended March 31, 2022 together with thereports of the Board of Directors and Auditors thereon; andb) Audited Consolidated Financial Statements of the Companyfor the financial year ended March 31, 2022 together with thereport of the Auditors thereon
2.	To declare Final Dividend on equity shares for the financial yearended March 31, 2022	Ordinary Resolution
3.	To appoint a Director in place of Mr. Jimmy LachmandasMahtani (DIN: 00996110), who retires by rotation and, beingeligible, offers himself for re-appointment.	Ordinary Resolution

The Chairperson then invited the Members to express their views and ask questions/queries (Q & A session) arising from the agenda items for the AGM. Mr. Rajiv Kaul, Executive Vice Chairman & CEO responded to the questions/queries raised by the Members on the authorisation of the Chairperson. Mr. Rajiv Kaul also thanked the speaker shareholders for their feedback, queries and suggestions. Post the Q & A session, the Chairperson requested the shareholders to vote who had not yet voted and authorised the Company Secretary, to receive the Scrutinizers Report and intimate the results of the consolidated evoting to the Stock Exchanges. She further mentioned that the consolidated voting results would be declared within 2 working days after the conclusion of the AGM. The Chairperson thanked the Members for attending and participating at the meeting and their continued support. With the shareholder's consent, chairperson declared the meeting to be concluded.

The e-Voting facility was kept open for the next 15 minutes to enable the Members to cast their vote. The AGM was declared to have concluded at post expiry of 15 minutes i.e. 5.07 pm.

For CMS Info Systems Limited

CS Praveen Soni Company Secretary & Compliance Officer Membership No.: FCS 6495 PRAVEEN SONI Digitally signed by PRAVEEN SONI Date: 2022.09.22 16:20:40 +05'30'